<PAGE>   1
                                                                     Exhibit 4.1


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



                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                                  as Depositor,



                           MIDLAND LOAN SERVICES, INC.
                               as Master Servicer,



                              LENNAR PARTNERS, INC.
                              as Special Servicer,



                        WELLS FARGO BANK MINNESOTA, N.A.
                                   as Trustee,

                                       and

                        LASALLE BANK NATIONAL ASSOCIATION
             as Certificate Administrator and as Tax Administrator,



                         POOLING AND SERVICING AGREEMENT


                          Dated as of December 1, 2000


                                  $914,661,060




                  Commercial Mortgage Pass-Through Certificates
                                 Series 2000-C3



================================================================================
<PAGE>   2
                                TABLE OF CONTENTS

                                 ---------------
<TABLE>
<CAPTION>
SECTION                                                                                 PAGE
-------                                                                                 ----
<S>                                                                                     <C>
                                    ARTICLE I

DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS IN RESPECT OF
                                THE MORTGAGE POOL

  SECTION 1.01.  Defined Terms ....................................................        3
  SECTION 1.02.  General Interpretive Principles ..................................       57
  SECTION 1.03.  Certain Calculations in Respect of the Mortgage Pool .............       58
  SECTION 1.04.  Cross-Collateralized Mortgage Loans ..............................       60

                                   ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE
   OF REMIC I REGULAR INTERESTS, REMIC II REGULAR INTERESTS, REMIC III REGULAR
                           INTERESTS AND CERTIFICATES

  SECTION 2.01.  Conveyance of Mortgage Loans .....................................       61
  SECTION 2.02.  Acceptance of Mortgage Assets by Trustee .........................       64
  SECTION 2.03.  Certain Repurchases of Mortgage Loans by the Originators .........       66
  SECTION 2.04.  Representations and Warranties of the Depositor ..................       69
  SECTION 2.05.  Representations and Warranties of the Master Servicer ............       71
  SECTION 2.06.  Representations and Warranties of the Special Servicer ...........       72
  SECTION 2.07.  Representations and Warranties of the Trustee ....................       74
  SECTION 2.08.  Representations and Warranties of LaSalle as Certificate
                 Administrator and Tax Administrator ..............................       75
  SECTION 2.09.  Designation of the Certificates ..................................       77
  SECTION 2.10.  Creation of REMIC I; Issuance of the REMIC I Regular Interests
                 and the REMIC I Residual Interest; Certain Matters Involving
                 REMIC I and the Loan REMICs ......................................       78
  SECTION 2.11.  Conveyance of REMIC I Regular Interests; Acceptance of REMIC I
                 Regular Interests by Trustee .....................................       81
  SECTION 2.12.  Creation of REMIC II; Issuance of the REMIC II Regular
                 Interests and the REMIC II Residual Interest; Certain Matters
                 Involving REMIC II ...............................................       81
  SECTION 2.13.  Conveyance of REMIC II Regular Interests; Acceptance of REMIC II
                 Regular Interests by Trustee .....................................       84
  SECTION 2.14.  Creation of REMIC III; Issuance of the REMIC III Regular Interest
                 Certificates and the REMIC III Residual Interest; Certain Matters
                 Involving REMIC III ..............................................       84
  SECTION 2.15.  Acceptance of Grantor Trusts by Trustee; Issuance of the Class
                 Y and Class R Certificates .......................................       88
</TABLE>

                                        i
<PAGE>   3
<TABLE>
<S>                                                                                      <C>
                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

  SECTION 3.01.  Administration of the Mortgage Loans .............................       89
  SECTION 3.02.  Collection of Mortgage Loan Payments .............................       90
  SECTION 3.03.  Collection of Taxes, Assessments and Similar Items; Servicing
                 Accounts; Reserve Accounts .......................................       90
  SECTION 3.04.  Collection Account, Distribution Account, Interest Reserve
                 Account and Gain on Sale Reserve Fund ............................       93
  SECTION 3.05.  Permitted Withdrawals From the Collection Account, the
                 Distribution Account, the Interest Reserve Account and the Gain
                 on Sale Reserve Fund .............................................       96
  SECTION 3.06.  Investment of Funds in the Collection Account, Servicing
                 Accounts, Reserve Accounts and the REO Account ...................      100
  SECTION 3.07.  Maintenance of Insurance Policies; Errors and Omissions and
                 Fidelity Coverage ................................................      102
  SECTION 3.08.  Enforcement of Alienation Clauses ................................      106
  SECTION 3.09.  Realization Upon Defaulted Mortgage Loans ........................      107
  SECTION 3.10.  Trustee to Cooperate; Release of Mortgage Files ..................      110
  SECTION 3.11.  Master Servicing and Special Servicing Compensation; Interest
                 on and Reimbursement of Servicing Advances; Payment of Certain
                 Expenses; Obligations of the Trustee and any Fiscal Agent
                 regarding Back-up Servicing Advances .............................      111
  SECTION 3.12.  Property Inspections; Collection of Financial Statements;
                 Delivery of Certain Reports ......................................      117
  SECTION 3.13.  Annual Statement as to Compliance ................................      121
  SECTION 3.14.  Reports by Independent Public Accountants ........................      122
  SECTION 3.15.  Access to Certain Information ....................................      123
  SECTION 3.16.  Title to REO Property; REO Account ...............................      123
  SECTION 3.17.  Management of REO Property .......................................      125
  SECTION 3.18.  Sale of Mortgage Loans and REO Properties ........................      127
  SECTION 3.19.  Additional Obligations of Master Servicer and the Special
                 Servicer .........................................................      131
  SECTION 3.20.  Modifications, Waivers, Amendments and Consents ..................      135
  SECTION 3.21.  Transfer of Servicing Between Master Servicer and Special
                 Servicer; Record Keeping .........................................      139
  SECTION 3.22.  Sub-Servicing Agreements .........................................      140
  SECTION 3.23.  Controlling Class Representative .................................      142
  SECTION 3.24.  Certain Rights and Powers of the Controlling Class Representative       144
  SECTION 3.25.  Application of Default Interest ..................................      146

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

  SECTION 4.01.  Distributions ....................................................      148
  SECTION 4.02.  Statements to Certificateholders; Certain Other Reports ..........      155
  SECTION 4.03.  P&I Advances .....................................................      157
  SECTION 4.04.  Allocation of Realized Losses and Additional Trust Fund Expenses .      159
  SECTION 4.05.  Calculations .....................................................      160
</TABLE>

                                       ii
<PAGE>   4
<TABLE>
<S>                                                                                      <C>

                                    ARTICLE V

                                THE CERTIFICATES

  SECTION 5.01.  The Certificates .................................................      162
  SECTION 5.02.  Registration of Transfer and Exchange of Certificates ............      162
  SECTION 5.03.  Book-Entry Certificates ..........................................      169
  SECTION 5.04.  Mutilated, Destroyed, Lost or Stolen Certificates ................      170
  SECTION 5.05.  Persons Deemed Owners ............................................      171
  SECTION 5.06.  Certification by Certificate Owners ..............................      171

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

  SECTION 6.01.  Liability of the Depositor, the Master Servicer and the Special
                 Servicer .........................................................      172
  SECTION 6.02.  Merger, Consolidation or Conversion of the Depositor, the Master
                 Servicer or the Special Servicer .................................      172
  SECTION 6.03.  Limitation on Liability of the Depositor, the Master Servicer,
                 and the Special Servicer .........................................      172
  SECTION 6.04.  Master Servicer and Special Servicer Not to Resign ...............      173
  SECTION 6.05.  Rights of the Depositor and the Trustee in Respect of the Master
                 Servicer and the Special Servicer ................................      174
  SECTION 6.06.  Designation of Special Servicer by the Controlling Class .........      175
  SECTION 6.07.  Master Servicer or Special Servicer as Owner of a Certificate ....      176

                                   ARTICLE VII

                                     DEFAULT

  SECTION 7.01.  Events of Default ................................................      177
  SECTION 7.02.  Trustee to Act; Appointment of Successor .........................      180
  SECTION 7.03.  Notification to Certificateholders ...............................      181
  SECTION 7.04.  Waiver of Events of Default ......................................      181
  SECTION 7.05.  Additional Remedies of Trustee Upon Event of Default .............      181

                                  ARTICLE VIII

          THE TRUSTEE, CERTIFICATE ADMINISTRATOR AND TAX ADMINISTRATOR

  SECTION 8.01.  Duties of Trustee, the Certificate Administrator and the Tax
                 Administrator ....................................................      183
  SECTION 8.02.  Certain Matters Affecting the Trustee, the Certificate
                 Administrator and the Tax Administrator ..........................      185
  SECTION 8.03.  Trustee, the Fiscal Agent, the Certificate Administrator and the
                 Tax Administrator not Liable for Validity or Sufficiency of
                 Certificates or Mortgage Loans ...................................      187
  SECTION 8.04.  Trustee, Fiscal Agent, Certificate Administrator and Tax
                 Administrator May Own Certificates ...............................      187
</TABLE>

                                       iii
<PAGE>   5
<TABLE>
<S>                                                                                      <C>
  SECTION 8.05.  Fees and Expenses of Trustee, the Certificate Administrator and
                 the Tax Administrator; Indemnification of and by Trustee, the
                 Certificate Administrator, the Tax Administrator and Fiscal Agent       188
  SECTION 8.06.  Eligibility Requirements for Trustee, Certificate Administrator
                 and Tax Administrator ............................................      189
  SECTION 8.07.  Resignation and Removal of Trustee, Certificate Administrator
                 and Tax Administrator ............................................      190
  SECTION 8.08.  Successor Trustee, Certificate Administrator and Tax Administrator      192
  SECTION 8.09.  Merger or Consolidation of Trustee, Certificate Administrator or
                 Tax Administrator ................................................      192
  SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee ....................      193
  SECTION 8.11.  Appointment of Custodians ........................................      194
  SECTION 8.12.  Access to Certain Information ....................................      194
  SECTION 8.13.  Appointment of Fiscal Agent ......................................      196
  SECTION 8.14.  Advance Security Arrangement .....................................      197
  SECTION 8.15.  Filings with the Securities and Exchange Commission ..............      198

                                   ARTICLE IX

                                   TERMINATION

  SECTION 9.01.  Termination Upon Repurchase or Liquidation of All Mortgage Loans .      201
  SECTION 9.02.  Additional Termination Requirements ..............................      203

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

  SECTION 10.01. Tax Administration ...............................................      205
  SECTION 10.02. Depositor, Master Servicer, Special Servicer, Trustee and Fiscal
                 Agent to Cooperate with Tax Administrator ........................      208

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

  SECTION 11.01. Amendment ........................................................      210
  SECTION 11.02. Recordation of Agreement; Counterparts ...........................      211
  SECTION 11.03. Limitation on Rights of Certificateholders .......................      211
  SECTION 11.04. Governing Law ....................................................      212
  SECTION 11.05. Notices ..........................................................      212
  SECTION 11.06. Severability of Provisions .......................................      213
  SECTION 11.07. Successors and Assigns; Beneficiaries ............................      213
  SECTION 11.08. Article and Section Headings .....................................      213
  SECTION 11.09. Notices to and from the Rating Agencies and the Depositor ........      214
  SECTION 11.10. Notices to Controlling Class Representative ......................      215
  SECTION 11.11. Complete Agreement ...............................................      215
</TABLE>

                                       iv
<PAGE>   6
<TABLE>
<CAPTION>
EXHIBITS
<S>              <C>
EXHIBIT A-1      Form of Class X Certificates
EXHIBIT A-2      Form of Class A-1 and Class A-2 Certificates
EXHIBIT A-3      Form of Class B, Class C, Class D, Class E and Class F Certificates
EXHIBIT A-4      Form of Class G Certificates
EXHIBIT A-5      Form of Class H, Class J, Class K, Class L, Class M, Class N and
                   Class P Certificates
EXHIBIT A-6      Form of Class Y Certificates
EXHIBIT A-7      Form of Class R Certificates
EXHIBIT B-1A     Schedule of SBRC Mortgage Loans
EXHIBIT B-1B     Schedule of GCFP Mortgage Loans
EXHIBIT B-1C     Schedule of AMCC Mortgage Loans
EXHIBIT B-1D     Schedule of LaSalle Mortgage Loans
EXHIBIT B-1E     Schedule of Mortgage Loans held by Loan REMICs
EXHIBIT B-1F     Schedule of Environmentally Insured Mortgage Loans
EXHIBIT B-1G     Schedule of Mortgage Loans with Cut-off Date Principal Balances of $15,000,000
                   or more that do not provide for Rating Agency Confirmation Regarding Waiver
                   of Due-on-Sale Clauses
EXHIBIT B-1H     Schedule of Mortgage Loans as to which 50% of Assumption Fees are Payable to
                   Sub-Servicers
EXHIBIT B-1I     Schedule of Primary Serviced Mortgage Loans
EXHIBIT B-2      Schedule of Exceptions to Mortgage File Delivery
EXHIBIT B-3      Form of Custodial Certification
EXHIBIT B-4      Form of Notice and Certification Regarding Defeasance of Mortgage Loan for
                   loans having balance of (a) $5,000,000 or less, or (b) less than 1% of
                   outstanding pool balance, whichever is less
EXHIBIT C-1      Letters of Representations among Depositor, Certificate Administrator and
                   initial Depository
EXHIBIT C-2      Form of ABC Support Letter Relating to AMCC Mortgage Loan Purchase Agreement
EXHIBIT D-1      Form of Master Servicer Request for Release
EXHIBIT D-2      Form of Special Servicer Request for Release
EXHIBIT E        Form of Distribution Date Statement
EXHIBIT F-1A     Form I of Transferor Certificate for Transfers of Non-Registered Certificates
                   Held in Physical Form
EXHIBIT F-1B     Form II of Transferor Certificate for Transfers of Non-Registered Certificates
                   Held in Physical Form
EXHIBIT F-2A     Form I of Transferee Certificate for Transfers of Non-Registered Certificates
                   Held in Physical Form
EXHIBIT F-2B     Form II of Transferee Certificate for Transfers of Non-Registered Certificates
                   Held in Physical Form
EXHIBIT F-2C     Form I of Transferee Certificate for Transfers of Interests in Class X or
                   Class G Certificates Held in Book-Entry Form
EXHIBIT F-2D     Form II of Transferee Certificate for Transfers of Interests in Class X or
                   Class G Certificates Held in Book-Entry Form
EXHIBIT F-3A     Form of Transferor Certificate for Transfer of the Excess Servicing Fee Right
EXHIBIT F-3B     Form of Transferee Certificate for Transfer of the Excess Servicing Fee Right
EXHIBIT G-1      Form of Transferee Certificate in Connection with ERISA (Definitive Non-Registered
                   and Non-Investment Grade Certificates)
EXHIBIT G-2      Form of Transferee Certificate in connection with ERISA (Book-Entry Class X and
                   Class G Certificates)
</TABLE>

                                       v
<PAGE>   7
<TABLE>
<S>              <C>
EXHIBIT H-1      Form of Transfer Affidavit and Agreement for Transfers of Class R Certificates
EXHIBIT H-2      Form of Transferor Certificate for Transfers of Class R Certificates
EXHIBIT I-1      Form of Notice and Acknowledgment Concerning Replacement of Special Servicer
EXHIBIT I-2      Form of Acknowledgment of Proposed Special Servicer
EXHIBIT J        Form of UCC-1 Financing Statement
EXHIBIT K        Calculation of Net Operating Income
EXHIBIT L-1      Information Request from Certificateholder or Certificate Owner
EXHIBIT L-2      Information Request from Prospective Investor
EXHIBIT M-1      Form of SBRC Mortgage Loan Purchase Agreement
EXHIBIT M-2      Form of GCFP Mortgage Loan Purchase Agreement
EXHIBIT M-3      Form of AMCC Mortgage Loan Purchase Agreement
EXHIBIT M-4      Form of LaSalle Mortgage Loan Purchase Agreement
EXHIBIT N        Schedule of Designated Sub-Servicers
</TABLE>

                                       vi
<PAGE>   8
                  This Pooling and Servicing Agreement, is dated and effective
as of December 1, 2000, among SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. as
Depositor, MIDLAND LOAN SERVICES, INC. as Master Servicer, LENNAR PARTNERS, INC.
as Special Servicer, WELLS FARGO BANK MINNESOTA, N.A. as Trustee and LASALLE
BANK NATIONAL ASSOCIATION as Certificate Administrator and as Tax Administrator.

                             PRELIMINARY STATEMENT:

                  Salomon Brothers Realty Corp. (together with its successors in
interest, "SBRC") has sold, in its capacity as a Mortgage Loan Seller (as
defined herein), to Salomon Brothers Mortgage Securities VII, Inc. (together
with its successors in interest, the "Depositor"), pursuant to the Mortgage Loan
Purchase Agreement dated as of December 12, 2000 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "SBRC Mortgage
Loan Purchase Agreement"), between SBRC and the Depositor, those mortgage loans
initially identified on the schedule attached hereto as Exhibit B-1A (such
mortgage loans, the "SBRC Mortgage Loans"). A form of the SBRC Mortgage Loan
Purchase Agreement is attached hereto as Exhibit M-1.

                  Greenwich Capital Financial Products, Inc. (together with its
successors in interest, "GCFP") has sold, in its capacity as a Mortgage Loan
Seller (as defined herein), to the Depositor, pursuant to the Mortgage Loan
Purchase Agreement dated as of December 12, 2000 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "GCFP Mortgage
Loan Purchase Agreement"), between GCFP and the Depositor, those mortgage loans
initially identified on the schedule attached hereto as Exhibit B-1B (such
mortgage loans, the "GCFP Mortgage Loans"). A form of the GCFP Mortgage Loan
Purchase Agreement is attached hereto as Exhibit M-2.

                  Artesia Mortgage Capital Corporation (together with its
successors in interest, "AMCC") has sold, in its capacity as a Mortgage Loan
Seller (as defined herein), to the Depositor, pursuant to the Mortgage Loan
Purchase Agreement dated as of December 12, 2000 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "AMCC Mortgage
Loan Purchase Agreement"), between AMCC and the Depositor, those mortgage loans
initially identified on the schedule attached hereto as Exhibit B-1C (such
mortgage loans, the "AMCC Mortgage Loans"). A form of the AMCC Mortgage Loan
Purchase Agreement is attached hereto as Exhibit M-3.

                  LaSalle Bank National Association (together with its
successors in interest, "LaSalle") has sold, in its capacity as a Mortgage Loan
Seller (as defined herein), to the Depositor, pursuant to the Mortgage Loan
Purchase Agreement dated as of December 12, 2000 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "LaSalle
Mortgage Loan Purchase Agreement"), between LaSalle and the Depositor, those
mortgage loans initially identified on the schedule attached hereto as Exhibit
B-1D (such mortgage loans, the "LaSalle Mortgage Loans"). A form of the LaSalle
Mortgage Loan Purchase Agreement is attached hereto as Exhibit M-4.

                  The Depositor desires, among other things, to: (i) establish a
trust fund, consisting primarily of the SBRC Mortgage Loans, the GCFP Mortgage
Loans, the AMCC Mortgage Loans
<PAGE>   9
and the LaSalle Mortgage Loans and certain related rights, funds and property;
(ii) cause the issuance of mortgage pass-through certificates in multiple
classes, which certificates will, in the aggregate, evidence the entire
beneficial ownership interest in such trust fund; and (iii) provide for the
servicing and administration of the mortgage loans and other assets that from
time to time constitute part of such trust fund.

                  Wells Fargo Bank Minnesota, N.A. (together with its successors
in interest, "Wells Fargo") desires to act as "Trustee" hereunder; LaSalle
desires to act as "Certificate Administrator" and as "Tax Administrator"
hereunder; Midland Loan Services, Inc. (together with its successors in
interest, "Midland") desires to act as "Master Servicer" hereunder; and Lennar
Partners, Inc. (together with its successors in interest, "Lennar") desires to
act as "Special Servicer" hereunder.

                  In consideration of the mutual agreements herein contained,
the parties hereto agree as follows:


                                       2
<PAGE>   10
                                   ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
                         CERTAIN CALCULATIONS IN RESPECT
                              OF THE MORTGAGE POOL


                  SECTION 1.01.     Defined Terms.

                  Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Section 1.01, subject to modification in accordance with
Section 1.04.

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

                  "30/360 Mortgage Loan" shall mean a Mortgage Loan that accrues
interest on a 30/360 Basis.

                  "ABC" shall mean Artesia Banking Corporation or its successor
in interest.

                  "ABC Support Letter" shall mean the Letter Agreement dated as
of December 12, 2000, from ABC to the Depositor and the Trustee, whereby ABC
makes certain covenants relating to AMCC and AMCC's obligations under the AMCC
Mortgage Loan Purchase Agreement. Any repurchase of an AMCC Mortgage Loan by ABC
pursuant to the ABC Support Letter shall constitute a purchase/repurchase of
that Mortgage Loan on behalf of AMCC as contemplated by the AMCC Mortgage Loan
Purchase Agreement.

                  "ABN AMRO" shall mean ABN AMRO Bank N.V. or its successor in
interest.

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

                  "Actual/360 Basis" shall mean the accrual of interest
calculated on the basis of the actual number of days elapsed during any calendar
month (or other applicable recurring accrual period) in a year assumed to
consist of 360 days.

                  "Actual/360 Mortgage Loan" shall mean a Mortgage Loan that
accrues interest on an Actual/360 Basis.

                  "Additional Collateral" shall mean any non-real property
collateral (including any Letter of Credit, Reserve Funds and Escrow Payments)
pledged and/or delivered by the related Borrower and held by the mortgagee to
secure payment on any Mortgage Loan.

                  "Additional Master Servicing Compensation" shall have the
meaning assigned thereto in Section 3.11(b).


                                       3
<PAGE>   11
                  "Additional Special Servicing Compensation" shall have the
meaning assigned thereto in Section 3.11(d).

                  "Additional Trust Fund Expense" shall mean any expense
incurred with respect to the Trust Fund and not otherwise included in the
calculation of a Realized Loss that would result in the Holders of any Class of
REMIC III Regular Interest Certificates receiving less than the total of their
Current Interest Distribution Amount, Carryforward Interest Distribution Amount
and Principal Distribution Amount for any Distribution Date.

                  "Additional Yield Amount" shall have the meaning assigned
thereto in Section 4.01(d).

                  "Adjusted REMIC II Remittance Rate" shall mean:

                  (a)      with respect to REMIC II Regular Interest A-1, for
         any Interest Accrual Period, 6.341% per annum;

                  (b)      with respect to REMIC II Regular Interest A-2, for
         any Interest Accrual Period, 6.592% per annum;

                  (c)      with respect to REMIC II Regular Interest B, for any
         Interest Accrual Period, a rate per annum equal to the lesser of (i)
         the related REMIC II Remittance Rate for such Interest Accrual Period
         and (ii) 6.758% per annum;

                  (d)      with respect to REMIC II Regular Interest C, for any
         Interest Accrual Period, a rate per annum equal to the lesser of (i)
         the related REMIC II Remittance Rate for such Interest Accrual Period
         and (ii) 6.906% per annum;

                  (e)      with respect to REMIC II Regular Interest D, for any
         Interest Accrual Period, a rate per annum equal to the lesser of (i)
         the related REMIC II Remittance Rate for such Interest Accrual Period
         and (ii) 7.204% per annum;

                  (f)      with respect to REMIC II Regular Interest E, for any
         Interest Accrual Period, a rate per annum equal to the lesser of (i)
         the related REMIC II Remittance Rate for such Interest Accrual Period
         and (ii) 7.517% per annum;

                  (g)      with respect to REMIC II Regular Interest F, for any
         Interest Accrual Period, a rate per annum equal to the lesser of (i)
         the related REMIC II Remittance Rate for such Interest Accrual Period
         and (ii) 7.595% per annum;

                  (h)      with respect to REMIC II Regular Interest G, for any
         Interest Accrual Period, a rate per annum equal to the lesser of (i)
         the related REMIC II Remittance Rate for such Interest Accrual Period
         and (ii) 8.090% per annum; and

                  (i)      with respect to each of REMIC II Regular Interests H,
         J, K, L, M, N and P, for any Interest Accrual Period, 7.000% per annum.


                                       4
<PAGE>   12
                  "Administrative Fee Rate" shall mean, with respect to each
Mortgage Loan (and any successor REO Mortgage Loan), the sum of the related
Master Servicing Fee Rate, the Trustee Fee Rate and the Certificate
Administrator's Fee Rate.

                  "Advance" shall mean any P&I Advance or Servicing Advance.

                  "Advance Interest" shall mean the interest accrued on any
Advance at the Reimbursement Rate, which is payable to the party hereto that
made that Advance, all in accordance with Section 3.11(g) or Section 4.03(d), as
applicable.

                  "Advance Security Arrangement" shall have the meaning assigned
thereto in Section 8.14.

                  "Adverse Grantor Trust Event" shall mean either: (i) any
impairment of the status of either Grantor Trust Pool as a Grantor Trust; or
(ii) the imposition of a tax upon either Grantor Trust Pool or any of its assets
or transactions.

                  "Adverse Rating Event" shall mean, with respect to any Class
of Rated Certificates and each Rating Agency that has assigned a rating thereto,
as of any date of determination, the qualification, downgrade or withdrawal of
the rating then assigned to such Class of Rated Certificates by such Rating
Agency (or the placing of such Class of Rated Certificates on negative credit
watch status in contemplation of any such action with respect thereto).

                  "Adverse REMIC Event" shall mean either: (i) any impairment of
the status of any REMIC Pool as a REMIC; or, (ii) except as permitted by Section
3.17(a) the imposition of a tax upon any REMIC Pool or any of its assets or
transactions (including the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions set forth in Section 860G(d)
of the Code).

                  "Affiliate" shall mean, 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" shall mean this Pooling and Servicing Agreement,
as it may be amended, modified, supplemented or restated following the Closing
Date.

                  "A.M. Best" shall mean A.M. Best Company or its successor in
interest.

                  "AMCC" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.

                  "AMCC Mortgage Loan Purchase Agreement" shall have the meaning
assigned thereto in the Preliminary Statement to this Agreement.


                                       5
<PAGE>   13
                  "AMCC Mortgage Loans" shall have the meaning assigned thereto
in the Preliminary Statement to this Agreement.

                  "Annual Accountants' Report" shall have the meaning assigned
thereto in Section 3.14.

                  "Annual Performance Certification" shall have the meaning
assigned thereto in Section 3.13.

                  "Anticipated Repayment Date" shall mean, with respect to any
ARD Loan, the date specified in the related Mortgage Note, as of which Post-ARD
Additional Interest shall begin to accrue on such Mortgage Loan, which date is
prior to the Stated Maturity Date for such Mortgage Loan.

                  "Appraisal" shall mean, with respect to any Mortgaged Property
or REO Property as to which an appraisal is required to be performed pursuant to
the terms of this Agreement, a narrative appraisal complying with USPAP (or, in
the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal
Balance as of the date of such appraisal of $2,000,000 or less, at the Special
Servicer's option, either a limited appraisal and a summary report or an
internal valuation prepared by the Special Servicer) that (i) indicates the
"market value" of the subject property (within the meaning of 12 CFR Section
225.62(g)) and (ii) is conducted by a Qualified Appraiser (except that, in the
case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance
as of the date of such appraisal of $2,000,000 or less, at the Special
Servicer's option, the appraiser may be an employee of the Special Servicer).

                  "Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount (calculated by the Special Servicer as of the
Determination Date immediately following the later of the date on which the most
recent relevant Appraisal acceptable for purposes of Section 3.19(c) hereof was
obtained or conducted by the Special Servicer pursuant to this Agreement and the
date of the most recent Appraisal Trigger Event with respect to such Required
Appraisal Loan) equal to the excess, if any, of:

                  (1)      the sum of (a) the Stated Principal Balance of such
         Required Appraisal Loan as of such Determination Date, (b) to the
         extent not previously advanced by or on behalf of the Master Servicer,
         the Trustee or any Fiscal Agent, all unpaid interest (net of Default
         Interest and, in the case of an ARD Loan after its Anticipated
         Repayment Date, Post-ARD Additional Interest) accrued on such Required
         Appraisal Loan through the most recent Due Date prior to such
         Determination Date, (c) all unpaid Special Servicing Fees accrued in
         respect of such Required Appraisal Loan, (d) all related unreimbursed
         Advances made by or on behalf of the Master Servicer, the Special
         Servicer, the Trustee or any Fiscal Agent in respect of such Required
         Appraisal Loan, together with all unpaid Advance Interest accrued on
         such Advances, and (e) to the extent that neither the Master Servicer
         nor the Special Servicer holds Escrow Payments sufficient to cover the
         same, all currently due but unpaid real estate taxes and assessments,
         insurance premiums and, if applicable, ground rents in respect of the
         related Mortgaged Property or REO Property; over


                                       6
<PAGE>   14
                  (2)      the sum of (x) the excess, if any, of (i) 90% of the
         Appraised Value of the related Mortgaged Property or REO Property, as
         applicable, as determined by the most recent relevant Appraisal
         acceptable for purposes of Section 3.19(c) hereof, over (ii) the amount
         of any obligation(s) secured by any liens on such Mortgaged Property or
         REO Property, as applicable, that are prior to the lien of the Required
         Appraisal Loan, (y) any Escrow Payments and Reserve Funds held by the
         Master Servicer or the Special Servicer with respect to such Required
         Appraisal Loan that (i) are not required to be applied to pay real
         estate taxes and assessments, insurance premiums or ground rents, (ii)
         may be used to reduce the principal balance of the Required Appraisal
         Loan, and (iii) are not scheduled to be applied within the next 12
         months, and (z) the amount of any Letter of Credit that constitutes
         additional security for the Required Appraisal Loan that may be used to
         reduce the principal balance thereof.

                  Notwithstanding the foregoing, if (i) an Appraisal Trigger
Event occurs with respect to any Mortgage Loan, (ii) either (A) no Appraisal (or
update to an Appraisal) has been obtained or conducted, as applicable, in
accordance with Section 3.19(c), with respect to the related Mortgaged Property
or REO Property, as the case may be, during the 12-month period prior to the
date of such Appraisal Trigger Event or (B) there shall have occurred since the
date of the most recent Appraisal (or update to an Appraisal) a material change
in the circumstances surrounding the related Mortgaged Property or REO Property,
as the case may be, that would, in the Special Servicer's judgment, materially
affect the value of the property, and (iii) no new Appraisal is obtained or
conducted, as applicable in accordance with Section 3.19(c), within 60 days
after such Appraisal Trigger Event, then (x) until such new Appraisal is
obtained or conducted, as applicable in accordance with Section 3.19(c), the
Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance of
such Required Appraisal Loan, and (y) upon receipt or performance, as applicable
in accordance with Section 3.19(c), of such Appraisal by the Special Servicer,
the Appraisal Reduction Amount for such Required Appraisal Loan will be
recalculated by the Special Servicer in accordance with the preceding sentence
of this definition. In connection with the foregoing, each Cross-Collateralized
Mortgage Loan that is part of a single Cross-Collateralized Group shall be
treated separately for purposes of calculating an Appraisal Reduction Amount.

                  "Appraisal Trigger Event" shall mean, with respect to any
Mortgage Loan, any of the following events:

                  (i)      such Mortgage Loan becomes a Modified Mortgage Loan,
         including by reason of an extension;

                  (ii)     the Borrower under such Mortgage Loan becomes the
         subject of bankruptcy, insolvency or similar proceedings and those
         proceedings remain undismissed and undischarged for 60 days;

                  (iii)    either (A) any Monthly Payment with respect to such
         Mortgage Loan remains unpaid for 60 days past the Due Date for such
         payment or (B) any other material payment due under the related
         Mortgage Loan documents remains unpaid for 60 days past the date on
         which that payment was first required to be made;


                                       7
<PAGE>   15
                  (iv)     a receiver is appointed with respect to the related
         Mortgaged Property and continues in such capacity for 60 days; or

                  (v)      the related Mortgaged Property becomes an REO
         Property.

                  "Appraised Value" shall mean, with respect to each Mortgaged
Property or REO Property, the appraised value thereof (as is) based upon the
most recent Appraisal obtained or conducted, as appropriate, pursuant to this
Agreement; provided, however, that, for purposes of this Agreement, no party
hereto may rely on an Appraisal that is more than 12 months old (it being
understood and agreed that this provision is not intended by itself to impose
any separate obligation on any party hereto to periodically update Appraisals).

                  "ARD Loan" shall mean a Mortgage Loan that provides for the
accrual of Post-ARD Additional Interest thereon if such Mortgage Loan is not
paid in full on or prior to its Anticipated Repayment Date.

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

                  "Assumed Monthly Payment" shall mean:

                  (a)      with respect to any Balloon Mortgage Loan that is
         delinquent in respect of its Balloon Payment beyond the Determination
         Date immediately following its scheduled maturity date (as such date
         may be extended in connection with a bankruptcy, insolvency or similar
         proceeding involving the related Borrower or by reason of a
         modification, waiver or amendment granted or agreed to by the Special
         Servicer pursuant to Section 3.20), for that scheduled maturity date
         and for each subsequent Due Date as of which such Mortgage Loan remains
         outstanding and part of the Trust Fund (but on which no Monthly Payment
         is scheduled to be due in respect of such Mortgage Loan, other than the
         delinquent Balloon Payment), the scheduled monthly payment of principal
         and/or interest deemed to be due with respect to such Mortgage Loan on
         such Due Date equal to the amount that would have been due in respect
         thereof on such Due Date (other than any Default Interest) if such
         Mortgage Loan had been required to continue to accrue interest in
         accordance with its terms, and to pay principal in accordance with the
         amortization schedule (if any), in effect immediately prior to, and
         without regard to the occurrence of, such maturity date; and

                  (b)      with respect to any REO Mortgage Loan, for any Due
         Date as of which the related REO Property remains part of the Trust
         Fund, the scheduled monthly payment of principal and/or interest deemed
         to be due in respect thereof on such Due Date equal to the Monthly
         Payment (or, in the case of a Balloon Mortgage Loan described in clause
         (a) of this definition, the Assumed Monthly Payment) that was due (or
         deemed due) in respect of the related Mortgage Loan on the last Due
         Date prior to its becoming an REO Mortgage Loan.

                  "Balloon Mortgage Loan" shall mean 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


                                       8
<PAGE>   16
schedule extending beyond its Stated Maturity Date and as to which, in
accordance with such terms, a Balloon Payment is due on its Stated Maturity
Date.

                  "Balloon Payment" shall mean any Monthly Payment payable on a
Mortgage Loan at scheduled maturity that (i) is at least three times as large as
the normal Monthly Payment due on such Mortgage Loan and (ii) includes a
principal component equal to at least 5% of the original principal balance of
such Mortgage Loan.

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

                  "Base Prospectus" shall mean that certain prospectus dated
December 12, 2000, relating to trust funds established by the Depositor and
publicly offered mortgage pass-through certificates evidencing interests
therein.

                  "Book-Entry Certificate" shall mean any Certificate registered
in the name of the Depository or its nominee.

                  "Book-Entry Non-Registered Certificate" shall mean any
Non-Registered Certificate registered in the name of the Depository or its
nominee.

                  "Borrower" shall mean the obligor or obligors on a Mortgage
Note, including any Person that has acquired the related Mortgaged Property and
assumed the obligations of the original obligor under the Mortgage Note.

                  "Breach" shall mean, with respect to any Mortgage Loan, any
breach of a representation or warranty made by a Mortgage Loan Seller pursuant
to Section 4(b) of the related Mortgage Loan Purchase Agreement.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in New York, New York, the city or
cities in which the Primary Servicing Offices of the Master Servicer and the
Special Servicer are located, Pittsburgh, Pennsylvania or any other city in
which the Collection Account is maintained, or the cities in which the Corporate
Trust Offices of the Trustee and the Certificate Administrator are located, are
authorized or obligated by law or executive order to remain closed.

                  "Carryforward Interest Distribution Amount" shall:

                  (a)      with respect to any REMIC I Regular Interest, for any
         Distribution Date, have the meaning assigned thereto in Section
         2.10(g);

                  (b)      with respect to any REMIC II Regular Interest, for
         any Distribution Date, have the meaning assigned thereto in Section
         2.12(g); and

                  (c)      with respect to any Class of REMIC III Regular
         Interest Certificates, for any Distribution Date, have the meaning
         assigned thereto in Section 2.14(g);


                                       9
<PAGE>   17
                  "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                  "Certificate" shall mean any one of the Depositor's Commercial
Mortgage Pass-Through Certificates, Series 2000-C3, as executed, authenticated
and delivered hereunder by the Certificate Registrar on behalf of the Trustee.

                  "Certificate Administrator" shall mean LaSalle, in its
capacity as certificate administrator hereunder, or any successor certificate
administrator appointed as herein provided.

                  "Certificate Administrator's Fee" shall mean, with respect to
any Mortgage Loan or REO Mortgage Loan, the fee designated as such and payable
to the Certificate Administrator pursuant to Section 8.05(a).

                  "Certificate Administrator's Fee Rate" shall mean 0.0013% per
annum.

                  "Certificate Factor" shall mean, with respect to any Class of
REMIC III Regular Interest Certificates, as of any date of determination, a
fraction, expressed as a decimal carried to eight places, the numerator of which
is the related Class Principal Balance or Class Notional Amount, as the case may
be, then outstanding, and the denominator of which is the related Class
Principal Balance or Class Notional Amount, as the case may be, outstanding as
of the Closing Date.

                  "Certificateholder" or "Holder" shall mean the Person in whose
name a Certificate is registered in the Certificate Register, provided, however,
that: (i) neither a Disqualified Organization nor a Non-United States Person
shall be a "Holder" of, or a "Certificateholder" with respect to, a Class R
Certificate for any purpose hereof; and (ii) solely for purposes of giving any
consent, approval, direction or waiver pursuant to this Agreement that
specifically relates to the rights, duties and/or obligations hereunder of any
of the Depositor, the Master Servicer, the Special Servicer, the Tax
Administrator, the Certificate Administrator, the Trustee or any Fiscal Agent in
its respective capacity as such (other than any consent, approval or waiver
contemplated by any of Sections 3.23, 3.24 and 6.06), any Certificate registered
in the name of such party or in the name of any Affiliate thereof 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
specifically relates to such party has been obtained. The Certificate Registrar
shall be entitled to request and conclusively 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 "Certificateholders" or "Holders" shall reflect the rights
of Certificate Owners only insofar as they may indirectly exercise such rights
through the Depository and the Depository Participants (except as otherwise
specified herein), it being herein acknowledged and agreed that the parties
hereto shall be required to recognize as a "Certificateholder" or "Holder" only
the Person in whose name a Certificate is registered in the Certificate
Register.

                  "Certificateholder Reports" shall mean, collectively, the
Distribution Date Statement and the CMSA Investor Reporting Package (excluding
the Loan Set-Up File).


                                       10
<PAGE>   18
                  "Certificate Notional Amount" shall mean, with respect to any
Class X Certificate, as of any date of determination, the then notional
principal amount on which such Certificate accrues interest, equal to the
product of (a) the then Certificate Factor for the Class X Certificates,
multiplied by (b) the amount specified on the face of such Certificate as the
initial Certificate Notional Amount thereof.

                  "Certificate Owner" shall mean, with respect to any 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" shall mean, with respect to
any Principal Balance Certificate, as of any date of determination, the then
outstanding principal amount of such Certificate equal to the product of (a) the
then Certificate Factor for the Class of Principal Balance Certificates to which
such Certificate belongs, multiplied by (b) the amount specified on the face of
such Certificate as the initial Certificate Principal Balance thereof.

                  "Certificate Register" and "Certificate Registrar" shall mean
the register maintained and the registrar appointed or otherwise acting pursuant
to Section 5.02.

                  "Class" shall mean, collectively, all of the Certificates
bearing the same alphabetical and, if applicable, numerical class designation
and having the same payment terms. The respective Classes of Certificates are
designated in Section 2.09(a).

                  "Class A Certificate" shall mean any of the Certificates
designated as such in Section 2.09(b).

                  "Class A-1 Certificate" shall mean any of the Certificates
that collectively constitute the Class bearing the class designation "A-1".

                  "Class A-2 Certificate" shall mean any of the Certificates
that collectively constitute the Class bearing the class designation "A-2".

                  "Class B Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "B".

                  "Class C Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "C".

                  "Class D Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "D".

                  "Class E Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "E".

                  "Class F Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "F".


                                       11
<PAGE>   19
                  "Class G Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "G".

                  "Class H Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "H".

                  "Class I Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "I".

                  "Class J Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "J".

                  "Class K Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "K".

                  "Class L Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "L".

                  "Class M Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "M".

                  "Class N Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "N".

                  "Class Notional Amount" shall mean the aggregate hypothetical
or notional amount on which the Class X Certificates (as a collective whole)
accrue interest from time to time, as calculated in accordance with Section
2.14(e).

                  "Class P Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "P".

                  "Class Principal Balance" shall mean the aggregate principal
balance outstanding from time to time of any Class of Principal Balance
Certificates, as calculated in accordance with Section 2.14(e).

                  "Class R Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "R".

                  "Class X Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "X".

                  "Class X Portion" shall mean:

                  (a)      when used with respect to the Interest Accrual Amount
         in respect of any REMIC II Regular Interest for any Interest Accrual
         Period, the portion of such Interest Accrual Amount that is equal to
         the product of (i) the entire such Interest Accrual Amount, multiplied
         by (ii) a fraction (not less than zero or greater than one), the
         numerator of which is the excess, if any, of the REMIC II Remittance
         Rate with respect to such REMIC II Regular Interest for such Interest
         Accrual Period, over the Adjusted REMIC II Remittance Rate with respect
         to such REMIC II


                                       12
<PAGE>   20
         Regular Interest for such Interest Accrual Period, and the denominator
         of which is the REMIC II Remittance Rate with respect to such REMIC II
         Regular Interest for such Interest Accrual Period;

                  (b)      when used with respect to the Current Interest
         Distribution Amount in respect of any REMIC II Regular Interest for any
         Distribution Date, the portion of such Current Interest Distribution
         Amount that is equal to (i) the Class X Portion of the Interest Accrual
         Amount with respect to such REMIC II Regular Interest for the related
         Interest Accrual Period, reduced (to not less than zero) by (ii) the
         product of (A) any portion of the Net Aggregate Prepayment Interest
         Shortfall for such Distribution Date that is allocable to such REMIC II
         Regular Interest in accordance with Section 2.12(g), multiplied by (B)
         a fraction, the numerator of which is equal to the Class X Portion of
         the Interest Accrual Amount with respect to such REMIC II Regular
         Interest for the related Interest Accrual Period, and the denominator
         of which is equal to the entire Interest Accrual Amount with respect to
         such REMIC II Regular Interest for the related Interest Accrual Period;
         and

                  (c)      when used with respect to the Carryforward Interest
         Distribution Amount in respect of any REMIC II Regular Interest for any
         Distribution Date, the portion of such Carryforward Interest
         Distribution Amount that is equal to the excess, if any, of (i) the
         aggregate of the Class X Portions of all Current Interest Distribution
         Amounts with respect to such REMIC II Regular Interest for all prior
         Distribution Dates, if any, over (ii) the aggregate amount of interest
         deemed distributed to REMIC III with respect to such REMIC II Regular
         Interest on all such prior Distribution Dates, if any, pursuant to the
         first two sentences of Section 4.01(k).

                  "Class Y Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the class designation "Y".

                  "Class Y Sub-Account" shall mean a sub-account of the
Distribution Account established pursuant to Section 3.04(b), which sub-account
shall constitute an asset of the Trust Fund and Grantor Trust Y, but not an
asset of any REMIC Pool.

                  "Closing Date" shall mean December 19, 2000.

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


                                       13
<PAGE>   21
such other association or organization as shall be selected by the Master
Servicer and reasonably acceptable to the Trustee, the Certificate
Administrator, the Special Servicer and the Controlling Class Representative.

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

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

                  "CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Comparative Financial Status Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage-backed securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "Comparative
Financial Status Report" available as of the Closing Date on the CMSA Website,
is reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable. For the purposes of the production by Master Servicer or the Special
Servicer of any such report that is required to state information with respect
to any Mortgage Loan for any period prior to the Cut-off Date, the Master
Servicer or the Special Servicer, as the case may be, may conclusively rely
(without independent verification) absent manifest error, on information
provided to it by the Seller, by the related Borrower or (x) in the case of such
a report produced by the Master Servicer, by the Special Servicer (if other than
the Master Servicer or an Affiliate thereof) and (y) in the case of such report
produced by the Special Servicer, by the Master Servicer (if other than the
Special Servicer or an Affiliate thereof).

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


                                       14
<PAGE>   22
                  "CMSA Financial File" shall mean a report substantially in the
form of, and containing the information called for in, the downloadable form of
the "CMSA Financial File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Financial File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable.

                  "CMSA Historical Liquidation Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Historical Liquidation Report" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Historical Liquidation Report" available as of the Closing Date on
the CMSA Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable, and in any event, 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 Net Liquidation Proceeds
received, both during the Collection Period ending on such Determination Date
and historically, and (ii) the amount of Realized Losses occurring during the
Collection Period ending on such Determination Date and historically, set forth
on a Mortgage Loan-by-Mortgage Loan and REO Property-by-REO Property basis.

                  "CMSA Historical Loan Modification Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Historical Loan Modification Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Historical Loan Modification Report" available as of the Closing
Date on the CMSA Website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable, and in any event, 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 Collection Period ending
on such Determination Date and (ii) since the Closing Date, with a description
of the original and the revised terms thereof.

                  "CMSA Investor Reporting Package": Collectively: (a) the
following six electronic files: (i) CMSA Loan Set-Up File, (ii) CMSA Loan
Periodic Update File, (iii) CMSA Property File, (iv) CMSA Bond Level File, (v)
CMSA Financial File and (vi) CMSA Collateral Summary File; and (b) the following
eight supplemental reports: (i) CMSA Delinquent Loan Status Report, (ii) CMSA
Historical Loan Modification Report, (iii) CMSA Historical Liquidation Report,
(iv) CMSA REO Status Report, (v) CMSA Operating Statement Analysis Report, (vi)
CMSA Comparative Financial Status Report, (vii) CMSA Servicer Watch List and
(viii) CMSA NOI Adjustment Worksheet.


                                       15
<PAGE>   23
                  "CMSA Loan Periodic Update File" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "CMSA Loan Periodic Update File" available as of the
Closing Date on the CMSA Website, or such other form for the presentation of
such information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Loan Periodic Update File" available as of the Closing Date on
the CMSA Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable, and the Certificate Administrator.

                  "CMSA Loan Set-Up File" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "CMSA Loan Set-Up File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Loan Set-Up File" available as of the
Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, and the Certificate
Administrator.

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

                  "CMSA Operating Statement Analysis Report" shall have the
meaning ascribed thereto in Section 3.12(b).

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

                  "CMSA REO Status Report" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "REO Status Report" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be


                                       16
<PAGE>   24
recommended by the CMSA for commercial mortgage-backed securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "REO Status Report" available as
of the Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, and in any event, including,
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 valuation
prepared internally by the Special Servicer)..

                  "CMSA Servicer Watch List" shall mean, for any Determination
Date a report substantially in the form of, and containing the information
called for in, the downloadable form of the "Servicer Watch List" available as
of the Closing Date on the CMSA Website, or such other form for the presentation
of such information and containing such additional information as may from time
to time be recommended by the CMSA for commercial mortgage-backed securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "Servicer Watch
List" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and in
any event, which report shall identify all Mortgage Loans that constitute one of
the following types of Mortgage Loans as of such Determination Date: (i) a
Mortgage Loan that has a then current 12-months trailing Debt Service Coverage
Ratio that is less than 1.10x; (ii) a Mortgage Loan as to which any required
inspection of the related Mortgaged Property conducted by the Master Servicer
indicates a problem that the Master Servicer determines can reasonably be
expected to materially adversely affect the cash flow generated by such
Mortgaged Property; (iii) a Mortgage Loan as to which the Master Servicer has
actual knowledge of material damage or waste at the related Mortgaged Property;
(iv) a Mortgage Loan as to which it has come to the Master Servicer's attention
in the performance of its duties under this Agreement (without any expansion of
such duties by reason thereof) that any tenant or tenants collectively occupying
25% or more of the space in the related Mortgaged Property (A) has vacated or
intends to vacate such space (without being replaced by a comparable tenant and
lease) or (B) has declared or intends to declare bankruptcy; or (C) is or are
within six (6) months of its or their respective lease expiration; (v) a
Mortgage Loan that is at least 30 days delinquent in payment; and (vi) a
Mortgage Loan that is within 60 days of maturity. No later than one Business Day
after each Determination Date, the Special Servicer shall provide the Master
Servicer with any information in its possession regarding the Specially Serviced
Mortgage Loans necessary for preparation of the Servicer Watch List that is not
in the possession of the Master Servicer.

                  "CMSA Website" shall mean the CMSA's Website located, as of
the Closing Date, at "www.cmbs.org" or "www.cssacmbs.org".

                  "Code" shall mean the Internal Revenue Code of 1986 and
regulations promulgated thereunder, including proposed regulations to the extent
that, by reason of their proposed effective date, could, as of the date of any
determination or opinion as to the tax consequences of any action or proposed
action or transaction, be applied to the Trust or the Certificates.


                                       17
<PAGE>   25
                  "Collection Account" shall mean the segregated account or
accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) in trust for the Certificateholders, which shall be entitled "Midland
Loan Services, Inc. [or the name of any successor Master Servicer], as Master
Servicer on behalf of Wells Fargo Bank Minnesota, N.A. [or the name of any
successor Trustee], as Trustee, in trust for the registered holders of Salomon
Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C3, Collection Account".

                  "Collection Period" shall mean, with respect to any
Distribution Date, the period commencing immediately following the Determination
Date in the calendar month preceding the month in which such Distribution Date
occurs (or, in the case of the initial Distribution Date, commencing immediately
following the Closing Date) and ending on and including the Determination Date
in the calendar month in which such Distribution Date occurs.

                  "Commission" shall mean the Securities and Exchange Commission
or any successor thereto.

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

                  "Condemnation Proceeds" shall mean all cash amounts received
by the Master Servicer or the Special Servicer in connection with the taking of
all or a part of a Mortgaged Property by exercise of the power of eminent domain
or condemnation, exclusive of any portion thereof required to be released to the
related Borrower or any other third party in accordance with applicable law
and/or the terms and conditions of the related Mortgage Note and Mortgage or any
document to which the related Mortgage Note and Mortgage are subject.

                  "Controlling Class" shall mean, as of any date of
determination, the Class of Principal Balance Certificates with the lowest
payment priority pursuant to Sections 4.01(a) and 4.01(b), that has a then
outstanding Class Principal Balance that is not less than 25% of its initial
Class Principal Balance; provided that, if no Class of Principal Balance
Certificates has a Class Principal Balance that satisfies the foregoing
requirement, then the Controlling Class shall be the Class of Principal Balance
Certificates with the lowest payment priority pursuant to Sections 4.01(a) and
4.01(b), that has a then outstanding Class Principal Balance greater than zero.
For purposes of this definition, the Class A-1 and Class A-2 Certificates shall
be treated as a single Class and, if appropriate under the terms of this
definition, shall collectively constitute the Controlling Class.

                  "Controlling Class Certificateholder" shall mean any Holder of
Certificates of the Controlling Class.

                  "Controlling Class Representative" shall have the meaning
assigned thereto in Section 3.23(a).

                  "Corporate Trust Office" shall mean the principal corporate
trust office of the Trustee or Certificate Administrator, as applicable, at
which at any particular time its corporate trust business or certificate
administrative duties, as applicable, with respect to this Agreement shall be


                                       18
<PAGE>   26
administered, which office is as of the Closing Date located: (i) in the case of
the Trustee, at 11000 Broken Land Parkway, Columbia, Maryland 21044-3562,
Attention: Corporate Trust Administration/Salomon Brothers Mortgage Securities
VII, Inc., Series 2000-C3; and (ii) in the case of the Certificate
Administrator, at 135 LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Asset-Backed Securities Trust Services Group"Salomon Brothers
Mortgage Securities VII, Inc., Series 2000-C3.

                  "Corrected Mortgage Loan" shall mean any Mortgage Loan that
had been a Specially Serviced Mortgage Loan but as to which all Servicing
Transfer Events have ceased to exist.

                  "Corresponding Class of Principal Balance Certificates" shall
mean, with respect to any REMIC II Regular Interest, the Class of Principal
Balance Certificates that has an alphabetical and, if applicable, numerical
Class designation that is the same as the alphabetical and, if applicable,
numerical designation for such REMIC II Regular Interest.

                  "Corresponding REMIC II Regular Interest" shall mean, with
respect to any Class of Principal Balance Certificates, the REMIC II Regular
Interest that has an alphabetical and, if applicable, numerical designation that
is the same as the alphabetical and, if applicable, numerical Class designation
for such Class of Principal Balance Certificates.

                  "Cross-Collateralized Group" shall mean any group of Mortgage
Loans that is cross-defaulted and cross-collateralized with each other.

                  "Cross-Collateralized Mortgage Loan" shall mean any Mortgage
Loan, that is, by its terms, cross-defaulted and cross-collateralized with any
other Mortgage Loan.

                  "CSI" shall mean Chase Securities Inc. or its successors in
interest.

                  "Current Interest Distribution Amount" shall:

                  (a)      with respect to any REMIC I Regular Interest, for any
         Distribution Date, have the meaning assigned thereto in Section
         2.10(g);

                  (b)      with respect to any REMIC II Regular Interest, for
         any Distribution Date, have the meaning assigned thereto in Section
         2.12(g); and

                  (c) with respect to any Class of REMIC III Regular Interest
         Certificates, for any Distribution Date, have the meaning assigned
         thereto in Section 2.14(g).

                  "Custodian" shall mean a Person who is at any time appointed
by the Trustee pursuant to Section 8.11 as a document custodian on behalf of the
Trustee for the Mortgage Files.

                  "Cut-off Date" shall mean: (A) with respect to any Mortgage
Loan, its Due Date in December 2000; and (B) with respect to any group of
Mortgage Loans, their respective Due Dates in December 2000, collectively.


                                       19
<PAGE>   27
                  "Cut-off Date Principal Balance" shall mean, with respect to
any Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of
the Cut-off Date, after application of all payments of principal due on or
before such date, whether or not received.

                  "DBS" shall mean Deutsche Bank Securities Inc. or its
successors in interest.

                  "Debt Service Coverage Ratio" shall mean, with respect to any
Mortgage Loan, as of any date of determination, and without regard to the
cross-collateralization in the case of any Cross-Collateralized Mortgage Loan,
the ratio of (x) the Net Operating Income (before payment of debt service on
such Mortgage Loan) generated by the related Mortgaged Property during the most
recently ended twelve month trailing period, to (y) the product of (i) 12 times
(ii) the Monthly Payment in effect for such Mortgage Loan and allocated on a
Mortgaged Property-by-Mortgaged Property basis as indicated in the Property File
as of such date of determination.

                  "Default Charges" shall mean Default Interest and/or late
payment charges that are paid or payable, as the context may require, in respect
of any Mortgage Loan or REO Mortgage Loan.

                  "Default Interest" shall mean, with respect to any Mortgage
Loan (or successor REO Mortgage Loan), any amounts collected thereon, other than
late payment charges or Prepayment Premiums, that represent interest (exclusive,
if applicable, of Post-ARD Additional Interest) in excess of interest accrued on
the principal balance of such Mortgage Loan (or REO Mortgage Loan) at the
related Mortgage Rate, such excess interest arising out of a default under such
Mortgage Loan.

                  "Defaulted Mortgage Loan" shall mean a Specially Serviced
Mortgage Loan (i) that is delinquent in an amount equal to at least two Monthly
Payments (not including the Balloon Payment, if any) or is delinquent 30 days or
more in respect of its Balloon Payment, provided that if the related Borrower
has a written firm commitment within 30 days following the date on which the
Balloon Payment was due to refinance such Specially Serviced Mortgage Loan, such
Mortgage Loan shall not become a Defaulted Mortgage Loan until such Mortgage
Loan is delinquent for 60 days beyond its Balloon Payment, in either case such
delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage, the related Mortgage Note or other related loan
document and without regard to any acceleration of payments under the related
Mortgage, the related Mortgage Note and other related loan documents, or (ii) as
to which the Special Servicer has, by written notice to the related Borrower,
accelerated the maturity of the indebtedness evidenced by the related Mortgage
Note.

                  "Defaulting Party" shall have the meaning assigned thereto in
Section 7.01(b).

                  "Defeasance Loan" shall mean a Mortgage Loan that permits the
related Borrower to obtain a release of the related Mortgaged Property through
defeasance.

                  "Definitive Certificate" shall have the meaning assigned
thereto in Section 5.03(a).

                  "Deleted Mortgage Loan" shall mean a Mortgage Loan which is
repurchased from the Trust as contemplated by Section 2.03.


                                       20
<PAGE>   28
                  "Depositor" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.

                  "Depository" shall mean 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 Exchange Act.

                  "Depository Participant" shall mean 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.

                  "Designated Sub-Servicer" shall mean any Sub-Servicer set
forth on Exhibit N hereto and any successor thereto under the related
Sub-Servicing Agreement.

                  "Designated Sub-Servicer Agreement" shall mean any
Sub-Servicing Agreement between a Designated Sub-Servicer and the Master
Servicer.

                  "Determination Date" shall mean, with respect to any calendar
month, commencing in January 2001, the 11th day of such month (or, if such 11th
day is not a Business Day, the immediately preceding Business Day). Each
Determination Date will relate to the Distribution Date in the same calendar
month.

                  "Directly Operate" shall mean, with respect to any REO
Property, the furnishing or rendering of services to the tenants thereof, the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers (other than the sale of REO Property pursuant to
Section 3.18(d)), the performance of any construction work thereon or any use of
such REO Property in a trade or business conducted by the Trust other than
through an Independent Contractor; provided, however, that the Special Servicer
(or any Sub-Servicer on behalf of the Special Servicer) shall not be considered
to Directly Operate an REO Property solely because the Special Servicer (or any
Sub-Servicer on behalf of the Special Servicer) establishes rental terms,
chooses tenants, enters into or renews leases, deals with taxes and insurance,
or makes decisions as to repairs or capital expenditures with respect to such
REO Property.

                  "Discount Rate" shall have the meaning assigned thereto in
Section 4.01(d).

                  "Disqualified Organization" shall mean any of the following:
(i) the United States, any State or any political subdivision thereof, any
foreign government, international organization, or any agency or instrumentality
of any of the foregoing, (ii) 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 income), (iii) rural
electric and telephone cooperatives described in Section 1381 of the Code, or
(iv) any other Person so designated by the Tax Administrator based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust or any Person having an Ownership
Interest in any Class of Certificates, other than such Person, to incur a
liability for any federal tax imposed under the Code


                                       21
<PAGE>   29
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R 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.

                  "Distribution Account" shall mean the segregated account or
accounts created and maintained by the Certificate Administrator in the name of
the Trustee pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall be entitled "Wells Fargo Bank Minnesota, N.A. [or the name of any
successor Trustee], as Trustee, in trust for the registered holders of Salomon
Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C3, Distribution Account".

                  "Distribution Date" shall mean, with respect to any calendar
month, commencing in January 2001, the 18th day of such month (or, if such 18th
day is not a Business Day, the Business Day immediately following).

                  "Distribution Date Statement" shall have the meaning assigned
thereto in Section 4.02(a).

                  "Document Defect" shall mean, with respect to any Mortgage
Loan, that any document required to be part of the related Mortgage File has not
been properly executed, is missing, contains information that does not conform
in any material respect with the corresponding information set forth in the
Mortgage Loan Schedule (and the terms of such document have not been modified by
written instrument contained in the related Mortgage File), or does not appear
to be regular on its face.

                  "Due Date" shall mean, with respect to any Mortgage Loan (and
any successor REO Mortgage Loan), the day of the month set forth in the related
Mortgage Note on which each Monthly Payment on such Mortgage Loan is scheduled
to be first due.

                  "EDGAR" shall mean the Electronic Data Gathering, Analysis,
and Retrieval System of the Commission, which is the computer system for the
receipt, acceptance, review and dissemination of documents submitted to the
Commission in electronic format.

                  "Eligible Account" shall mean any of (i) an account maintained
with a federal or state chartered depository institution or trust company, the
long-term deposit or long-term unsecured debt obligations of which are rated no
less than "Aa3" by Moody's and "A" by S&P (if the deposits are to be held in the
account for more than 30 days), or the short-term deposit or short-term
unsecured debt obligations of which are rated no less than "P-1" by Moody's and
"A-1" by S&P (if the deposits are to be held in the account for 30 days or
less), in any event at any time funds are on deposit therein, or (ii) a
segregated trust account maintained with a federal or state chartered depository
institution or trust company acting in its fiduciary capacity, which, in the
case of a state chartered depository institution or trust company is subject to
regulations regarding fiduciary funds on deposit therein substantially similar
to 12 CFR Section 9.10(b), and which, in either case, has a combined capital and
surplus of at least $50,000,000 and is subject to supervision or examination by
federal or state authority, (iii) an account or accounts maintained with PNC
Bank, National Association ("PNC") so long as (1) PNC's long-term unsecured debt
rating shall be at least "A1" from Moody's and (2) PNC has the appropriate
rating from S&P specified in clause (i) above, or


                                       22
<PAGE>   30
(iv) any other account that is acceptable to the Rating Agencies (as evidenced
by written confirmation to the Trustee from each Rating Agency that the use of
such account would not, in and of itself, result in an Adverse Rating Event with
respect to any Class of Rated Certificates).

                  "Emergency Advance" shall mean any Servicing Advance (whether
or not it is a Servicing Advance that, pursuant hereto, the Special Servicer is
required to request the Master Servicer to make) that must be made within ten
(10) days of the Special Servicer's becoming aware that it must be made in order
to avoid any material penalty, any material harm to a Mortgaged Property or any
other material adverse consequence to the Trust Fund.

                  "Environmental Insurance Policy" shall mean, with respect to
any Mortgaged Property or REO Property, any insurance policy covering pollution
conditions and/or other environmental conditions that is maintained from time to
time in respect of such Mortgaged Property or REO Property, as the case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.

                  "Environmental Laws" shall mean any federal or state laws and
regulations governing the use, management or disposal of Hazardous Materials.

                  "Environmentally Insured Mortgage Loans" shall mean the
Mortgage Loans identified on Exhibit B-1F.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

                  "Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Borrower for application
toward the payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and similar items in respect of the related Mortgaged
Property.

                  "Event of Default" shall have the meaning assigned thereto in
Section 7.01(a).

                  "Excess Liquidation Proceeds" shall mean the excess, if any,
of (a) the Net Liquidation Proceeds from the sale or liquidation of a Specially
Serviced Mortgage Loan or REO Property, over (b) the sum of (i) the amount
needed to pay off the Mortgage Loan or related REO Mortgage Loan in full and
(ii) any related unpaid Advance Interest.

                  "Excess Servicing Fees" shall mean, with respect to each
Mortgage Loan (and successor REO Mortgage Loan), that portion of the Master
Servicing Fees that accrue at a per annum rate equal to the Excess Servicing Fee
Rate.

                  "Excess Servicing Fee Rate" shall mean, with respect to each
Mortgage Loan (and successor REO Mortgage Loan), initially a rate per annum
equal to the related Master Servicing Fee Rate, minus the sum of two (2) basis
points and any applicable Primary Servicing Fee Rate provided that such rate
shall be subject to reduction at any time following any resignation of the
Master Servicer pursuant to Section 6.04 (if no successor is appointed in
accordance with the second paragraph of such Section) or any termination of the
Master Servicer pursuant to Section 7.01, to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to


                                       23
<PAGE>   31
appoint a qualified successor Master Servicer (which successor may include the
Trustee) that meets the requirements of Section 7.02 and who requires market
rate servicing compensation that accrues at a per annum rate in excess of the
sum of two (2) basis points and any applicable Primary Servicing Fee Rate.

                  "Excess Servicing Fee Right" shall mean, with respect to each
Mortgage Loan (and successor REO Mortgage loan), the right to receive Excess
Servicing Fees.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Fannie Mae" shall mean the Federal National Mortgage
Association or any successor.

                  "FDIC" shall mean the Federal Deposit Insurance Corporation or
any successor.

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

                  "Final Recovery Determination" shall mean a determination made
by the Special Servicer, in its reasonable judgment, with respect to any
Mortgage Loan or REO Property (other than a Mortgage Loan that is paid in full
and other than a Mortgage Loan or REO Property, as the case may be, repurchased
by or on behalf of a Mortgage Loan Seller pursuant to or as contemplated by the
related Mortgage Loan Purchase Agreement, or purchased by the Master Servicer,
the Special Servicer or any Controlling Class Certificateholder(s) pursuant to
Section 9.01, or otherwise acquired by the Sole Certificateholder in exchange
for all the Certificates pursuant to Section 9.01), that there has been a
recovery of all related Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and other payments or recoveries that will ultimately be recoverable.

                  "Fiscal Agent" shall mean a Person who is at any time
appointed by the Trustee pursuant to Section 8.13 to act as fiscal agent
hereunder.

                  "Fiscal Agent Agreement" shall have the meaning assigned
thereto in Section 8.13.

                  "Freddie Mac" shall mean the Federal Home Loan Mortgage
Corporation or any successor.

                  "GAAP" shall mean generally accepted accounting principles in
the United States.

                  "Gain on Sale Reserve Fund" shall mean the segregated account
created and maintained by the Certificate Administrator in the name of the
Trustee pursuant to Section 3.04(d) in trust for the Certificateholders, which
shall be entitled "Wells Fargo Bank Minnesota, N.A., [or the name of any
successor Trustee], as Trustee, in trust for the registered holders of Salomon
Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C3, Gain on Sale Reserve Fund".

                  "GCFP" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.


                                       24
<PAGE>   32
                  "GCFP Mortgage Loan Purchase Agreement" shall have the meaning
assigned thereto in the Preliminary Statement to this Agreement.

                  "GCFP Mortgage Loans" shall have the meaning assigned thereto
in the Preliminary Statement to this Agreement

                  "GCM" shall mean Greenwich Capital Markets, Inc. or its
successor in interest.

                  "Grantor Trust" shall mean a grantor trust as defined under
Subpart E of Part 1 of Subchapter J of the Code.

                  "Grantor Trust Pool" shall mean either of Grantor Trust R or
Grantor Trust Y.

                  "Grantor Trust R" shall mean the Grantor Trust designated as
such in Section 2.15(b).

                  "Grantor Trust Y" shall mean the Grantor Trust designated as
such in Section 2.15(a).

                  "Ground Lease" shall mean the ground lease pursuant to which
any Borrower holds a leasehold interest in the related Mortgaged Property.

                  "Hazardous Materials" shall mean any dangerous, toxic or
hazardous pollutants, chemicals, wastes, or substances, including 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 asbestos and asbestos-containing materials, polychlorinated biphenyls
("PCBs"), radon gas, petroleum and petroleum products, urea formaldehyde and any
substances classified as being "in inventory", "usable work in process" or
similar classification which would, if classified as unusable, be included in
the foregoing definition.

                  "Independent" shall mean, when used with respect to any
specified Person, any such Person who (i) is in fact independent of the
Depositor, each Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Tax Administrator, the Certificate Administrator, the Trustee, any Fiscal
Agent, the Controlling Class Representative 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, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, the Tax Administrator, the Certificate
Administrator, the Trustee, any Fiscal Agent, the Controlling Class
Representative or any Affiliate thereof, and (iii) is not connected with the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Tax Administrator, the Certificate Administrator, the Trustee, any Fiscal
Agent, the Controlling Class Representative or any Affiliate thereof as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, however, that a Person shall not fail to
be Independent of the Depositor, any Mortgage Loan Seller, the Master Servicer,
the Special Servicer, the Tax Administrator, the Certificate Administrator, the
Trustee, any Fiscal Agent, the Controlling Class Representative 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, such Mortgage Loan Seller, the
Master Servicer, the Special Servicer, the Tax Administrator, the Certificate
Administrator, the Trustee, such Fiscal Agent, the Controlling Class
Representative or any Affiliate thereof, as the case may be.


                                       25
<PAGE>   33
                  "Independent Contractor" shall mean any Person that would be
an "independent contractor" with respect to REMIC I (or, solely for purposes of
a Mortgage Loan in a Loan REMIC, the related Loan REMIC) within the meaning of
Section 856(d)(3) of the Code if REMIC I (or the related Loan REMIC) were a real
estate investment trust (except that the ownership test set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% 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 Trustee, the Certificate Administrator, the Tax
Administrator or the Trust, delivered to the Trustee, the Certificate
Administrator and the Tax Administrator), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between
such Person and the Trust is at arm's length, all within the meaning of Treasury
regulation Section 1.856-4(b)(5), or any other Person upon receipt by the
Trustee, the Certificate Administrator and the Tax Administrator of an Opinion
of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Tax Administrator or the Trust, to the effect that the taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code, or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property.

                  "Initial Pool Balance" shall mean the aggregate Cut-off Date
Principal Balance of all the Mortgage Loans.

                  "Institutional Accredited Investor" shall mean an "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or any entity as to which all of the equity owners come
within such paragraphs.

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

                  "Insurance Proceeds" shall mean proceeds paid under any
Insurance Policy, to the extent such proceeds are not applied to the restoration
of the related Mortgaged Property or REO Property or released to the related
Borrower, in any case, in accordance with the Servicing Standard.

                  "Insured Environmental Event" shall have the meaning assigned
thereto in Section 3.07(c).

                  "Interest Accrual Amount" shall:

                  (a)      with respect to any REMIC I Regular Interest, for any
         Interest Accrual Period, have the meaning assigned thereto in Section
         2.10(g);

                  (b)      with respect to any REMIC II Regular Interest, for
         any Interest Accrual Period, have the meaning assigned thereto in
         Section 2.12(g); and


                                       26
<PAGE>   34
                  (c)      with respect to any Class of REMIC III Regular
         Interest Certificates, for any Interest Accrual Period, have the
         meaning assigned thereto in Section 2.14(g).

                  "Interest Accrual Basis" shall mean the basis on which
interest accrues in respect of any Mortgage Loan, any Loan REMIC Regular
Interest, any REMIC I Regular Interest, any REMIC II Regular Interest or any
Class of REMIC III Regular Interest Certificates, consisting of one of the
following: (i) a 30/360 Basis; or (ii) an Actual/360 Basis.

                  "Interest Accrual Period" shall mean, with respect to any
REMIC I Regular Interest, any REMIC II Regular Interest or any Class of REMIC
III Regular Interest Certificates, for any Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs.

                  "Interest Only Certificate" shall mean any of the Certificates
designated as such in Section 2.09(g).

                  "Interest Reserve Account" shall mean the segregated account
created and maintained by the Certificate Administrator in the name of the
Trustee pursuant to Section 3.04(c) in trust for the Certificateholders, which
shall be entitled "Wells Fargo Bank Minnesota, N.A., [or the name of any
successor Trustee], as Trustee, in trust for the registered holders of Salomon
Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C3, Interest Reserve Account".

                  "Interest Reserve Amount" shall mean, with respect to each
Interest Reserve Loan and each Distribution Date that occurs during February
2001 and during February of each year thereafter and during January 2001 and
during January of each year thereafter that is not a leap year, an amount equal
to one day's interest at the related Net Mortgage Rate on the Stated Principal
Balance of such Interest Reserve Loan immediately prior to such Distribution
Date (and, accordingly, prior to any reduction in such Stated Principal Balance
on such Distribution Date), to the extent that a Monthly Payment is received in
respect of such Interest Reserve Loan for the related Due Date in the same month
as such Distribution Date on or before the related Master Servicer Remittance
Date or a P&I Advance is made in respect of such Interest Reserve Loan for such
Due Date on the related P&I Advance Date.

                  "Interest Reserve Loan" shall mean any Actual/360 Mortgage
Loan (or successor REO Mortgage Loan).

                  "Interested Person" shall mean any party hereto, any Mortgage
Loan Seller, any Certificateholder, or any Affiliate of any such Person.

                  "Investment Account" shall have the meaning assigned thereto
in Section 3.06(a).

                  "Investment Company Act" shall mean the Investment Company Act
of 1940, as amended.

                  "Investment Grade Certificate" shall mean, as of any date of
determination, any Certificate that is rated at least "Baa3" by Moody's or
"BBB-" by S&P.


                                       27
<PAGE>   35
                  "IRS" shall mean the Internal Revenue Service or any
successor.

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

                  "J.P. Morgan" shall mean J.P. Morgan Securities Inc. or its
successor in interest.

                  "LaSalle" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.

                  "LaSalle Mortgage Loan Purchase Agreement" shall have the
meaning assigned thereto in the Preliminary Statement to this Agreement.

                  "LaSalle Mortgage Loans" shall have the meaning assigned
thereto in the Preliminary Statement to this Agreement.

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

                  "Latest Possible Maturity Date" shall mean, with respect to
any Loan REMIC Regular Interest, any REMIC I Regular Interest, REMIC II Regular
Interest or Class of REMIC III Regular Interest Certificates, the date
designated as the "latest possible maturity date" thereof solely for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii).

                  "Lennar" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.

                  "Letter of Credit" shall mean, with respect to any Mortgage
Loan, any third-party letter of credit delivered by or at the direction of the
Borrower pursuant to the terms of such Mortgage Loan in lieu of the
establishment of, or deposit otherwise required to be made into, a Reserve Fund.

                  "Liquidation Event" shall mean: (a) 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 or on behalf


                                       28
<PAGE>   36
of a Mortgage Loan Seller pursuant to or as contemplated by the related Mortgage
Loan Purchase Agreement, (iv) such Mortgage Loan is purchased by the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder(s)
pursuant to Section 3.18 or Section 9.01, or (v) such Mortgage Loan is acquired
by the Sole Certificateholder in exchange for all the Certificates pursuant to
Section 9.01; and (b) with respect to any REO Property (and the related REO
Mortgage 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 Master Servicer, the Special Servicer or any Controlling
Class Certificateholder(s) pursuant to Section 3.18 or Section 9.01, or (iii)
such REO Property is acquired by the Sole Certificateholder in exchange for all
the Certificates pursuant to Section 9.01.

                  "Liquidation Expenses" shall mean all customary, reasonable
and necessary "out-of-pocket" costs and expenses due and owing (but not
otherwise covered by Servicing Advances) in connection with the liquidation of
any Specially Serviced Mortgage Loan or REO Property pursuant to Section 3.09 or
3.18 (including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

                  "Liquidation Fee" shall mean, with respect to each Specially
Serviced Mortgage Loan or REO Property (other than any Specially Serviced
Mortgage Loan or REO Property that is repurchased by or on behalf of a Mortgage
Loan Seller pursuant to or as contemplated by the related Mortgage Loan Purchase
Agreement, that is purchased by the Master Servicer, the Special Servicer or any
Controlling Class Certificateholder(s) pursuant to Section 3.18 or Section 9.01
or that is acquired by the Sole Certificateholder in exchange for all the
Certificates pursuant to Section 9.01), the fee designated as such and payable
to the Special Servicer pursuant to the third paragraph of Section 3.11(c).

                  "Liquidation Fee Rate" shall mean, with respect to each
Specially Serviced Mortgage Loan or REO Property as to which a Liquidation Fee
is payable, 1.00%.

                  "Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues) received by the
Master Servicer or the Special Servicer in connection with: (i) the full,
discounted or partial liquidation of a Mortgaged Property or other collateral
constituting security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Borrower in accordance with applicable
law and/or the terms and conditions of the related Mortgage Loan documents; (ii)
the realization upon any deficiency judgment obtained against a Borrower; (iii)
the purchase of a Defaulted Mortgage Loan by any Controlling Class
Certificateholder(s) 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); (iv) the repurchase of a Mortgage Loan by or on
behalf of a Mortgage Loan Seller pursuant to or as contemplated by the related
Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO
Property by the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder(s) pursuant to Section 9.01; or (vi) the acquisition of any
Mortgage Loan or REO Property by the Sole Certificateholder in exchange for all
the Certificates pursuant to Section 9.01.

                  "Loan REMIC" shall mean, with respect to each Mortgage Loan
listed on Exhibit B-1E, the segregated pool of assets consisting primarily of
such Mortgage Loan, any related REO


                                       29
<PAGE>   37
Property, and any and all payments under and the proceeds of such Mortgage Loan
and/or related REO Property received after the date of the related Loan REMIC
Declaration.

                  "Loan REMIC Declaration" shall mean, with respect to each
Mortgage Loan identified on Exhibits B-1E, the REMIC declaration made as of a
date prior to the Closing Date.

                  "Loan REMIC Interest" shall mean any Loan REMIC Regular
Interest or Loan REMIC Residual Interest.

                  "Loan REMIC Regular Interest" shall mean the uncertificated
"regular interest", within the meaning of Section 860G(a)(1) of the Code, in
each Loan REMIC. The principal balance of each Loan REMIC Regular Interest shall
equal the principal balance of the related Mortgage Loan (or, if applicable, the
deemed principal balance of any successor REO Mortgage Loan) outstanding from
time to time. Payments and other collections of amounts received on or in
respect of each of the Mortgage Loans listed on Exhibit B-1E (or any related REO
Property) and allocable (in accordance with Section 1.03, to interest (adjusted
to the related Loan REMIC Remittance Rate) on, principal of and/or Prepayment
Premiums with respect to such Mortgage Loan (or any successor REO Mortgage Loan)
shall be deemed paid on the related Loan REMIC Regular Interest to REMIC I at
the time such amounts are so received. The terms of each Loan REMIC Regular
Interest are otherwise set forth in the related Loan REMIC Declaration.

                  "Loan REMIC Remittance Rate" shall mean the per annum rate at
which interest accrues in respect of a Loan REMIC Regular Interest, as set forth
in or otherwise calculated in accordance with the related Loan REMIC
Declaration.

                  "Loan REMIC Residual Interest" shall mean the sole
uncertificated "residual interest", within the meaning of Section 860G(a)(2) of
the Code, in each Loan REMIC.

                  "Loan-to-Value Ratio" shall mean, with respect to any Mortgage
Loan, as of any date of determination, and without regard to the
cross-collateralization in the case of any Cross-Collateralized Mortgage Loan, 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.

                  "Loss Reimbursement Amount" shall mean:

                  (a)      with respect to any REMIC I Regular Interest for any
         Distribution Date, the total amount of all Unfunded Principal Balance
         Reductions, if any, incurred by (but not reimbursed to) REMIC II with
         respect to such REMIC I Regular Interest on all prior Distribution
         Dates, if any;

                  (b)      with respect to any REMIC II Regular Interest for any
         Distribution Date, the total amount of all Unfunded Principal Balance
         Reductions, if any, incurred by (but not reimbursed to) REMIC III with
         respect to such REMIC II Regular Interest on all prior Distribution
         Dates, if any; and

                  (c)      with respect to any Class of Principal Balance
         Certificates for any Distribution Date, the total amount of all
         Unfunded Principal Balance Reductions, if any,


                                       30
<PAGE>   38
         incurred by (but not reimbursed to) the Holders of such Class of
         Certificates on all prior Distribution Dates, if any.

                  "Majority Controlling Class Certificateholder" shall mean, as
of any date of determination, any single Holder or group of Holders of
Certificates representing a majority of the Voting Rights allocated to the Class
or Classes of Principal Balance Certificates that constitute(s) the Controlling
Class as of such date of determination.

                  "Master Servicer" shall mean Midland, in its capacity as
master servicer hereunder, or any successor master servicer appointed as herein
provided.

                  "Master Servicer Remittance Amount" shall mean, with respect
to any Master Servicer Remittance Date, an amount equal to (a) all amounts on
deposit in the Collection Account as of 11:00 a.m., New York City time, on such
Master Servicer Remittance Date, net of (b) any portion of the amounts described
in clause (a) of this definition that represents one or more of the following:
(i) collected Monthly Payments that are due on a Due Date following the end of
the related Collection Period, (ii) any payments of principal (including
Principal Prepayments) and interest (including Post-ARD Additional Interest),
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received
after the end of the related Collection Period, (iii) any Prepayment Premiums
received after the end of the related Collection Period, (iv) any amounts
payable or reimbursable to any Person from the Collection Account pursuant to
clauses (ii) through (xix) of Section 3.05(a), and (v) any amounts deposited in
the Collection Account in error; provided that the Master Servicer Remittance
Amount for the Master Servicer Remittance Date that occurs in the same calendar
month as the anticipated Final Distribution Date shall be calculated without
regard to clauses (b)(i), (b)(ii) and (b)(iii) of this definition.

                  "Master Servicer Remittance Date" shall mean the Business Day
preceding each Distribution Date.

                  "Master Servicing Fee" shall mean, with respect to each
Mortgage Loan and REO Mortgage Loan, the fee designated as such and payable to
the Master Servicer pursuant to Section 3.11(a).

                  "Master Servicing Fee Rate" shall mean, with respect to each
Mortgage Loan and REO Mortgage Loan, the rate per annum specified as such on the
Mortgage Loan Schedule.

                  "Material Breach" shall mean any Breach in respect of any
Mortgage Loan that materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan.

                  "Material Document Defect" shall mean any Document Defect in
respect of any Mortgage Loan that materially and adversely affects the interests
of the Certificateholders in such Mortgage Loan.

                  "Memorandum" shall mean the final Private Placement
Memorandum, dated December 12, 2000, relating to certain Classes of the
Non-Registered Certificates delivered by the Depositor to the Underwriters as of
the Closing Date.


                                       31
<PAGE>   39
                  "Modified Mortgage Loan" shall mean any Mortgage Loan as to
which any Servicing Transfer Event has occurred and which has been modified by
the Special Servicer pursuant to Section 3.20 in a manner that:

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

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

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

                  "Monthly Payment" shall mean, with respect to any Mortgage
Loan as of any Due Date, the scheduled monthly payment (or, in the case of an
ARD Loan after its Anticipated Repayment Date, the minimum required monthly
payment) of principal and/or interest on such Mortgage Loan, including any
Balloon Payment, that is actually payable by the related Borrower 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, insolvency or similar proceeding
involving the related Borrower or by reason of a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section
3.20).

                  "Moody's" shall mean Moody's Investors Service, Inc. or its
successor in interest. If neither such rating agency nor any successor remains
in existence, "Moody's" shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the other parties
hereto, and specific ratings of Moody's Investors Service, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of
Moody's, be deemed to refer to such applicable rating category of Moody's,
without regard to any plus or minus or other comparable rating qualification.

                  "Mortgage" shall mean, with respect to any Mortgage Loan,
separately and collectively, as the context may require, each mortgage, deed of
trust, deed to secure debt or similar document that secures the related Mortgage
Note and creates a lien on the related Mortgaged Property.

                  "Mortgage File" shall mean, with respect to any Mortgage Loan,
subject to Sections 1.04 and 2.01, collectively the following documents:


                                       32
<PAGE>   40
                  (i)      the original executed Mortgage Note, endorsed (either
                           on the face thereof or pursuant to a separate
                           allonge) "Pay to the order of Wells Fargo Bank
                           Minnesota, N.A., as trustee for the registered
                           holders of Salomon Brothers Mortgage Securities VII,
                           Inc., Commercial Mortgage Pass-Through Certificates,
                           Series 2000-C3, without recourse", and further
                           showing a complete, unbroken chain of endorsement
                           from the originator (if such originator is other than
                           the related Mortgage Loan Seller); or alternatively,
                           if the original executed Mortgage Note has been lost,
                           a lost note affidavit and indemnity with a copy of
                           such Mortgage Note;

                  (ii)     an original or a copy of the Mortgage and of any
                           intervening assignments thereof that precede the
                           assignment referred to in clause (iv) of this
                           definition, in each case (unless the particular item
                           has not been returned from the applicable recording
                           office) with evidence of recording indicated thereon;

                  (iii)    an original or a copy of any related Assignment of
                           Leases (if such item is a document separate from the
                           Mortgage) and of any intervening assignments thereof
                           that precede the assignment referred to in clause (v)
                           of this definition, in each case (unless the
                           particular item has not been returned from the
                           applicable recording office) with evidence of
                           recording indicated thereon;

                  (iv)     an original executed assignment of the Mortgage, in
                           favor of Wells Fargo, as trustee for the registered
                           holders of Salomon Brothers Mortgage Securities VII,
                           Inc., Commercial Mortgage Pass-Through Certificates,
                           Series 2000-C3, in recordable form;

                  (v)      an original executed assignment of any related
                           Assignment of Leases (if such item is a document
                           separate from the Mortgage), in favor of Wells Fargo,
                           as trustee for the registered holders of Salomon
                           Brothers Mortgage Securities VII, Inc., Commercial
                           Mortgage Pass-Through Certificates, Series 2000-C3,
                           in recordable form;

                  (vi)     originals or copies of any written assumption,
                           modification, written assurance and substitution
                           agreements in those instances where the terms or
                           provisions of the Mortgage or Mortgage Note have been
                           modified or the Mortgage Loan has been assumed, in
                           each case (unless the particular item has not been
                           retained from the applicable recording office), with
                           evidence of recording indicated thereon if the
                           instrument being modified or assumed is a recordable
                           document;

                  (vii)    the original or a copy of the policy of lender's
                           title insurance or, if such policy has not yet been
                           issued, a "marked-up" pro forma title policy or
                           commitment for title insurance "marked-up" at the
                           closing of such Mortgage Loan;

                  (viii)   copies of any previously filed UCC Financing
                           Statements in favor of the originator of such
                           Mortgage Loan or in favor of any assignee prior to
                           the


                                       33
<PAGE>   41
                           Trustee (but only to the extent the related Mortgage
                           Loan Seller had possession of such UCC Financing
                           Statements prior to the Closing Date) and, if any
                           such UCC Financing Statement is an effective UCC
                           Financing Statement in favor of the related Mortgage
                           Loan Seller on record with the applicable public
                           office for UCC Financing Statements, an original
                           UCC-2 or UCC-3, as appropriate, in favor of Wells
                           Fargo, as trustee for the registered holders of
                           Salomon Brothers Mortgage Securities VII, Inc.,
                           Commercial Mortgage Pass-Through Certificates, Series
                           2000-C3;

                  (ix)     any environmental indemnity agreement and the
                           original or a copy of any Environmental Insurance
                           Policy relating solely to such Mortgage Loan;

                  (x)      any power of attorney, guaranty, property management
                           agreement, Ground Lease, Ground Lease estoppels,
                           intercreditor agreement, cash management agreement
                           and lock-box agreement, relating to such Mortgage
                           Loan;

                  (xi)     any original documents (including any security
                           agreements and any Letters of Credit and related
                           letter of credit reimbursement agreements) relating
                           to, evidencing or constituting Additional Collateral
                           and, if applicable, the originals or copies of any
                           intervening assignments thereof; and in the case of
                           any such Letter of Credit, in a form that would
                           permit the Master Servicer or Special Servicer, as
                           the case may be, on behalf of the Certificateholders,
                           to draw upon such Letter of Credit;

                  (xii)    in the case of any Mortgage Loan held in a Loan
                           REMIC, the original or copy of the related Loan REMIC
                           Declaration.

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

                  "Mortgage Loan" shall mean each of the mortgage loans listed
on the Mortgage Loan Schedule that are 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" also includes a mortgage loan that has
been wholly or partially defeased.

                  "Mortgage Loan Purchase Agreements" shall mean, collectively,
the SBRC Mortgage Loan Purchase Agreement, the GCFP Mortgage Loan Purchase
Agreement, the AMCC Mortgage Loan Purchase Agreement and the LaSalle Mortgage
Loan Purchase Agreement.

                  "Mortgage Loan Schedule" shall mean, collectively, the four
lists of Mortgage Loans attached hereto as Exhibit B-1A, Exhibit B-1B, Exhibit
B-1C and Exhibit B-1D, respectively, as such lists may be amended from time to
time in accordance with this Agreement. Such lists shall set forth the following
information with respect to each Mortgage Loan:

                  (i)      the Mortgage Loan number;


                                       34
<PAGE>   42
                  (ii)     the (A) street address (including city, state and zip
                           code) of the related Mortgaged Property and (B)
                           number or amount, as applicable, of apartment units,
                           rentable square footage, rooms or other relevant
                           divisions at or measurement of the related Mortgaged
                           Property;

                  (iii)    the (A) original principal balance and (B) Cut-off
                           Date Principal Balance;

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

                  (v)      the Mortgage Rate as of the Cut-off Date;

                  (vi)     the (A) original and remaining term to stated
                           maturity and (B) Stated Maturity Date;

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

                  (viii)   whether the Mortgage Loan is a Cross-Collateralized
                           Mortgage Loan and, if so, the other Mortgage Loans
                           contained in the related Cross-Collateralized Group;

                  (ix)     whether the Mortgage Loan is an ARD Loan and, if so,
                           the Anticipated Repayment Date;

                  (x)      whether such Mortgage Loan provides for defeasance
                           and, if so, the period during which defeasance may
                           occur;

                  (xi)     whether the Mortgage Loan is secured by a fee simple
                           interest in the Mortgaged Property; by the Borrower's
                           leasehold interest, and a fee simple interest, in the
                           Mortgaged Property; or solely by a leasehold interest
                           in the Mortgaged Property;

                  (xii)    the name of the originator of the Mortgage Loan;

                  (xiii)   the Interest Accrual Basis;

                  (xiv)    the Master Servicing Fee Rate;

                  (xv)     whether the Mortgage Loan provides, at any time
                           during its term, for a Prepayment Premium calculated
                           based on a yield maintenance formula in connection
                           with voluntary Principal Prepayments and, if so,
                           whether the yield maintenance discount rate is
                           "Treasury Flat-Maturity" or "Treasury Flat-WAL"; and

                  (xvi)    whether the related Mortgage encumbers the related
                           Borrower's leasehold interest under a Ground Lease.


                                       35
<PAGE>   43
                  "Mortgage Loan Sellers" shall mean, collectively, SBRC, GCFP,
AMCC and LaSalle.

                  "Mortgage Note" shall mean the original executed note
evidencing the indebtedness of a Borrower under a Mortgage Loan, together with
any rider, addendum or amendment thereto, or any renewal, substitution or
replacement of such note.

                  "Mortgage Pool" shall mean all of the Mortgage Loans and any
successor REO Mortgage Loans, collectively, as of any particular date of
determination.

                  "Mortgage Rate" shall mean, with respect to any Mortgage Loan
(and any successor REO Mortgage Loan), the annualized rate at which interest is
scheduled (in the absence of a default) to accrue on such Mortgage Loan from
time to time in accordance with the related Mortgage Note and applicable law, as
such rate may be modified in accordance with Section 3.20 or in connection with
a bankruptcy, insolvency or similar proceeding involving the related Borrower.
In the case of each of the ARD Loans, the related Mortgage Rate will be subject
to increase in accordance with the related Mortgage Note if the particular
Mortgage Loan is not paid in full by its Anticipated Repayment Date.

                  "Mortgaged Property" shall mean, individually and
collectively, as the context may require, each real property (together with all
improvements and fixtures thereon) subject to the lien of a Mortgage and
constituting collateral for a Mortgage Loan. With respect to any
Cross-Collateralized Mortgage Loan, if and when the context may require,
"Mortgaged Property" shall mean, collectively, all the mortgaged real properties
(together with all improvements and fixtures thereon) securing the relevant
Cross-Collateralized Group.

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

                  "Net Assumption Fee" shall mean, with respect to any Mortgage
Loan, any Assumption Fee collected thereon, net of any expenses payable
therefrom in accordance with Section 3.08.

                  "Net Default Interest" shall have the meaning assigned thereto
in Section 3.25(a).

                  "Net Investment Earnings" shall mean, with respect to any
Investment Account for any Collection Period, the amount, if any, by which the
aggregate of all interest and other income realized during such Collection
Period in connection with the investment of funds held in such Investment
Account for the benefit of the Master Servicer or the Special Servicer, as
applicable, exceeds the aggregate of all losses, if any, incurred during such
Collection Period in connection with the investment of such funds for the
benefit of the Master Servicer or the Special Servicer, as applicable, in
accordance with Section 3.06 (other than losses of what would otherwise have
constituted interest or other income earned on such funds).


                                       36
<PAGE>   44
                  "Net Investment Loss" shall mean, with respect to any
Investment Account 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 Investment Account for the benefit of the
Master Servicer or the Special Servicer, as applicable, in accordance with
Section 3.06 (other than losses of what would otherwise have constituted
interest or other income earned on such funds), exceeds the aggregate of all
interest and other income realized during such Collection Period in connection
with the investment of such funds for the benefit of the Master Servicer or the
Special Servicer, as applicable; provided that, in the case of any Investment
Account and any particular investment of funds in such Investment Account, Net
Investment Loss shall not include any loss with respect to such investment which
is incurred solely as a result of the insolvency of the 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 both at the time
such investment was made and as of a date not more than 30 days prior to the
date of the loss.

                  "Net Liquidation Proceeds" shall mean the excess, if any, of
all Liquidation Proceeds received with respect to any Specially Serviced
Mortgage Loan or REO Property, over the amount of all unpaid Liquidation
Expenses and unreimbursed Servicing Advances incurred with respect thereto.

                  "Net Mortgage Rate" shall mean, with respect to any Mortgage
Loan (or successor REO Mortgage Loan), a rate per annum equal to the related
Mortgage Rate, minus the related Administrative Fee Rate.

                  "Net Operating Income" shall mean, with respect to any
Mortgaged Property, the net operating income derived from such Mortgaged
Property for any specified period, calculated in accordance with Exhibit K.

                  "New Lease" shall mean any lease of an REO Property entered
into at the direction of the Special Servicer, including any lease renewed,
modified or extended on behalf of the Certificateholders, or allowed pursuant to
the terms of such lease.

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

                  "Nonrecoverable Advance" shall mean any Nonrecoverable P&I
Advance or Nonrecoverable Servicing Advance.


                                       37
<PAGE>   45
                  "Nonrecoverable P&I Advance" shall mean, as evidenced by the
Officer's Certificate and supporting documentation contemplated by Section
4.03(c), any P&I Advance previously made or to be made in respect of any
Mortgage Loan or any REO Mortgage Loan that, as determined by the Master
Servicer or, if applicable, the Trustee or any Fiscal Agent, in its reasonable
judgment, will not be ultimately recoverable from late payments, Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on
or in respect of such Mortgage Loan.

                  "Nonrecoverable Servicing Advance" shall mean, as evidenced by
the Officer's Certificate and supporting documentation contemplated by Section
3.11(h), any Servicing Advance previously made or to be made in respect of a
Mortgage Loan or REO Property that, as determined by the Master Servicer, the
Special Servicer or, if applicable, the Trustee or any Fiscal Agent, in its
reasonable judgment, will not be ultimately recoverable from late payments,
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other
recovery on or in respect of such Mortgage Loan or REO Property.

                  "Non-Registered Certificate" shall mean any Certificate that
has not been subject to registration under the Securities Act. As of the Closing
Date, the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class P, Class Y and Class R Certificates will constitute Non-Registered
Certificates.

                  "Non-United States Person" shall mean any Person other than a
United States Person.

                  "Officer's Certificate" shall mean a certificate signed by a
Servicing Officer of the Master Servicer or the Special Servicer or a
Responsible Officer of the Certificate Administrator, the Trustee or any Fiscal
Agent, as the case may be.

                  "Opinion of Counsel" shall mean a written opinion of counsel
(which counsel, in the case of any such opinion of counsel relating to the
taxation of the Trust Fund or any portion thereof or the status of any REMIC
Pool as a REMIC or the status of either Grantor Trust Pool as a Grantor Trust
for taxation purposes, shall be Independent of the Depositor, each Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent, the Certificate Administrator or the Tax Administrator, as applicable,
but which may act as counsel to such Person) acceptable to and delivered to the
addressee(s) thereof.

                  "OTS" shall mean the Office of Thrift Supervision or any
successor thereto.

                  "Ownership Interest" shall mean, in the case of 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.

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

                  "P&I Advance Date" shall mean the Business Day preceding each
Distribution Date.


                                       38
<PAGE>   46
                  "Pass-Through Rate" shall mean the per annum rate at which
interest accrues in respect of any Class of REMIC III Regular Interest
Certificates during any Interest Accrual Period, as set forth in or otherwise
calculated in accordance with Section 2.14(f).

                  "Percentage Interest" shall mean:

                  (a)      with respect to any REMIC III Regular Interest
         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 Class
         Principal Balance or Class Notional Amount, as the case may be, of the
         relevant Class as of the Closing Date; and

                  (b)      with respect to a Class Y Certificate or Class R
         Certificate, the percentage interest in distributions to be made with
         respect to the relevant Class, as stated on the face of such
         Certificate.

                  "Performing Mortgage Loan" shall mean any Corrected Mortgage
Loan and any Mortgage Loan as to which a Servicing Transfer Event has not
occurred.

                  "Permitted Investments" shall mean any one or more of the
following obligations or securities:

                  (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, provided that
         each such obligation is backed by the full faith and credit of the
         United States;

                  (ii)     repurchase agreements on obligations specified in
         clause (i), provided that the short-term unsecured debt obligations of
         the party agreeing to repurchase such obligations are at the time of
         investment rated in the highest short-term debt rating category of each
         of Moody's and S&P (or, in the case of either Rating Agency, have such
         lower rating as will not result in an Adverse Rating Event with respect
         to any Class of Rated Certificates, as confirmed in writing to the
         Trustee by such Rating Agency);

                  (iii)    federal funds, uncertificated certificates of
         deposit, time deposits and bankers' acceptances of any bank or trust
         company organized under the laws of the United States or any state
         thereof, provided that the short-term unsecured debt obligations of
         such bank or trust company are at the time of investment rated in the
         highest short-term debt rating category of each of Moody's and S&P (or,
         in the case of either Rating Agency, have such lower rating as will not
         result in an Adverse Rating Event with respect to any Class of Rated
         Certificates, as confirmed in writing to the Trustee by such Rating
         Agency);

                  (iv)     commercial paper of any corporation incorporated
         under the laws of the United States or any state thereof (or of any
         corporation not so incorporated, provided that the commercial paper is
         United States Dollar denominated and amounts payable thereunder are not
         subject to any withholding imposed by any non-United States
         jurisdiction), provided that such commercial paper is rated in the
         highest short-term debt rating category of each of Moody's and S&P (or,
         in the case of either Rating Agency, has such lower rating as will not


                                       39
<PAGE>   47
         result in an Adverse Rating Event with respect to any Class of Rated
         Certificates, as confirmed in writing to the Trustee by such Rating
         Agency);

                  (v)      units of money market funds which maintain a constant
         net asset value, provided that such units of money market funds are
         rated in the highest applicable rating category of each of Moody's and
         S&P (or, in the case of either Rating Agency, have such lower rating as
         will not result in an Adverse Rating Event with respect to any Class of
         Rated Certificates, as confirmed in writing to the Trustee by such
         Rating Agency); or

                  (vi)     any other obligation or security that is acceptable
         to the Rating Agencies and will not result in an Adverse Rating Event
         with respect to any Class of Rated Certificates (as confirmed in
         writing to the Trustee by each Rating Agency);

provided that (A) no investment described hereunder shall evidence either the
right to receive (1) only interest with respect to such investment or (2) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations, (B) 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, (C) no investment
described hereunder may be sold prior to stated maturity if such sale would
result in a loss of principal on the instrument or a tax on "prohibited
transactions" under Section 860F of the Code and (D) no investment described
hereunder may have a "r" highlighter or other comparable qualifier attached to
its rating; and provided, further, that each investment described hereunder must
have (X) a predetermined fixed amount of principal due at maturity (that cannot
vary or change), (Y) a remaining maturity of not more than 365 days and (Z)
except in the case of a Permitted Investment described in clause (v) above, a
fixed interest rate or an interest rate that is tied to a single interest rate
index plus a single fixed spread; and provided, further, that each investment
described hereunder must be a "cash flow investment" (within the meaning of the
REMIC Provisions).

                  "Permitted Transferee" shall mean any Transferee of a Class R
Certificate other than either a Disqualified Organization or a Non-United States
Person; provided, however, that if a Transferee is classified as a partnership
under the Code, such Transferee shall only be a Permitted Transferee if all of
its beneficial owners are United States Persons and the governing documents of
the Transferee prohibit a transfer of any interest in the Transferee to any
Non-United States Person.

                  "Person" shall mean 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.

                  "Phase I Environmental Assessment" shall mean a "Phase I
assessment" as described in and meeting the criteria of the American Society of
Testing and Materials Standard E 1527-00 or any successor thereto published by
the American Society of Testing Materials.

                  "Plan" shall have the meaning assigned thereto in Section
5.02(c).

                  "Plurality Class R Certificateholder" shall mean, as to any
taxable year of any REMIC Pool, the Holder of Certificates evidencing the
largest Percentage Interest in the Class R Certificates.


                                       40
<PAGE>   48
                  "Post-ARD Additional Interest" shall mean, with respect to any
ARD Loan after its Anticipated Repayment Date, all interest accrued on the
principal balance of such ARD Loan at the Post-ARD Additional Interest Rate (the
payment of which interest shall, under the terms of such Mortgage Loan, be
deferred until the principal balance of such Mortgage Loan has been paid in
full), together with all interest, if any, accrued at the related Mortgage Rate
on such deferred interest.

                  "Post-ARD Additional Interest Rate" shall mean, with respect
to any ARD Loan after its Anticipated Repayment Date, the incremental increase
in the Mortgage Rate for such Mortgage Loan resulting from the passage of such
Anticipated Repayment Date.

                  "Prepayment Assumption" shall mean, for purposes of
determining the accrual of original issue discount, market discount and premium,
if any, on the Mortgage Loans, the Loan REMIC Regular Interests, the REMIC I
Regular Interests, the REMIC II Regular Interests and the Certificates for
federal income tax purposes, the assumptions that each ARD Loan is paid in its
entirety on its Anticipated Prepayment Date and that no Mortgage Loan is
otherwise prepaid prior to its Stated Maturity Date.

                  "Prepayment Interest Excess" shall mean, with respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or in part made
after its Due Date in any Collection Period, any payment of interest (net of
related Master Servicing Fees and, further, net of any portion of such interest
that represents Default Interest, late payment charges or Post-ARD Additional
Interest) actually collected from the related Borrower and intended to cover the
period from and after such Due Date to, but not including, the date of
prepayment (exclusive, however, of any related Prepayment Premium that may have
been collected).

                  "Prepayment Interest Shortfall" shall mean, with respect to
any Mortgage Loan that was subject to a Principal Prepayment in full or in part
made prior to its Due Date in any Collection Period, the amount of interest, to
the extent not collected from the related Borrower (without regard to any
Prepayment Premium that may have been collected), that would have accrued on the
amount of such Principal Prepayment during the period from the date of
prepayment to, but not including, such Due Date (less the amount of related
Master Servicing Fees and, if applicable, exclusive of Default Interest,
Post-ARD Additional Interest and late payment charges).

                  "Prepayment Premium" shall mean, with respect to any Mortgage
Loan, any premium, fee or other additional amount paid or payable, as the
context requires, by a Borrower in connection with a Principal Prepayment on, or
other early collection of principal of, a Mortgage Loan or any successor REO
Mortgage Loan, including any such premium, fee or other additional amount that
is calculated as a percentage of the principal amount being prepaid or pursuant
to a yield maintenance formula.

                  "Primary Serviced Mortgage Loan" shall mean any of the
Mortgage Loans identified on Exhibit B-1I hereto.

                  "Primary Servicing Fee Rate" shall mean, with respect to any
Primary Serviced Mortgage Loan (or successor REO Mortgage Loan), the excess, if
any, of the related Master Servicing Fee Rate over two (2) basis points.


                                       41
<PAGE>   49
                  "Primary Servicing Office" shall mean the office of the Master
Servicer or the Special Servicer, as the context may require, that is primarily
responsible for such party's servicing obligations hereunder.

                  "Prime Rate" shall mean 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 Certificate Administrator, in its sole discretion, shall
select an equivalent publication that publishes such "prime rate"; and if such
"prime rate" is no longer generally published or is limited, regulated or
administered by a governmental or quasi- governmental body, then the Certificate
Administrator shall select a comparable interest rate index. In either case,
such selection shall be made by the Certificate Administrator in its sole
discretion and the Certificate Administrator shall notify the Trustee, the
Master Servicer and the Special Servicer in writing of its selection.

                  "Principal Balance Certificate" shall mean any of the
Certificates designated as such in Section 2.09(e).

                  "Principal Distribution Amount" shall mean:

                  (a)      with respect to any REMIC I Regular Interest for any
         Distribution Date, an amount equal to that portion, if any, of the
         Total Principal Distribution Amount for such Distribution Date that is
         attributable to each and every Mortgage Loan and/or REO Mortgage Loan,
         as the case may be, that relates to such REMIC I Regular Interest; and

                  (b)      with respect to any Class of Principal Balance
         Certificates (and, accordingly, with respect to that Class's
         Corresponding REMIC II Regular Interest) for any Distribution Date, an
         amount equal to that portion, if any, of the Total Principal
         Distribution Amount for such Distribution Date that is allocable to
         such Class of Certificates as provided below in this definition.

For purposes of the foregoing, for so long as the Class A Certificates remain
outstanding, the Total Principal Distribution Amount for each Distribution Date
shall be allocated to the Class A Certificates, up to the lesser of (i) the
aggregate of the Class Principal Balances of the Class A Certificates
outstanding immediately prior to such Distribution Date and (ii) the entire such
Total Principal Distribution Amount. The portion of the Total Principal
Distribution Amount for each Distribution Date that is so allocable to the Class
A Certificates shall, in turn, be allocated as between the Class A-1
Certificates and the Class A-2 Certificates as follows: (i) prior to the Senior
Principal Distribution Cross-Over Date (or, if there is no Senior Principal
Distribution Cross-Over Date, prior to the Final Distribution Date), first, to
the Class A-1 Certificates, up to the lesser of (A) the Class Principal Balance
of the Class A-1 Certificates outstanding immediately prior to the subject
Distribution Date and (B) the entire such Total Principal Distribution Amount,
and then, to the Class A-2 Certificates; and (ii) on and after the Senior
Principal Distribution Cross-Over Date (and, in any event, on the Final
Distribution Date), to the Class A-1 Certificates and the Class A-2 Certificates
on a pro rata basis in accordance with the respective Class Principal Balances
thereof outstanding immediately prior to the subject Distribution Date. After
the Class Principal Balances of the Class A Certificates have been reduced to
zero, the Total Principal Distribution Amount for each Distribution Date (net of
any portion thereof that may have been allocated to the Class A


                                       42
<PAGE>   50
Certificates in retirement thereof pursuant to the prior two sentences) shall be
allocated among the respective Classes of the Subordinate Principal Balance
Certificates, sequentially in the following order and, in the case of each such
Class of Subordinate Principal Balance Certificates, up to the lesser of (i) the
Class Principal Balance of such Class of Certificates outstanding immediately
prior to such Distribution Date and (ii) the remaining unallocated portion of
the Total Principal Distribution Amount for such Distribution Date: first, to
the Class B Certificates; second, to the Class C Certificates; third, to the
Class D Certificates; fourth, to the Class E Certificates; fifth, to the Class F
Certificates; sixth, to the Class G Certificates; seventh, to the Class H
Certificates; eighth, to the Class J Certificates; ninth, to the Class K
Certificates; tenth, to the Class L Certificates; eleventh, to the Class M
Certificates; twelfth, to the Class N Certificates; and thirteenth, to the Class
P Certificates.

                  "Principal Prepayment" shall mean any voluntary payment of
principal made by the Borrower on a Mortgage Loan that is received (and, subject
to applicable law and the terms and conditions of this Agreement and the related
loan documents, is to be applied in reduction of the principal balance of such
Mortgage Loan) in advance of such payment's scheduled Due Date.

                  "Prospectus" shall mean the Base Prospectus and the Prospectus
Supplement, together.

                  "Prospectus Supplement" shall mean that certain prospectus
supplement dated December 12, 2000, relating to the Registered Certificates,
that is a supplement to the Base Prospectus.

                  "Proposed Plan" shall have the meaning assigned thereto in
Section 3.17(a)(iii).

                  "PTE" shall mean prohibited transaction exemption.

                  "Purchase Price" shall mean, with respect to any Mortgage Loan
(or REO Property), a cash price equal to the aggregate of (a) the outstanding
principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of
the date of purchase, (b) all accrued and unpaid interest on such Mortgage Loan
(or the related REO Mortgage Loan) at the related Mortgage Rate (exclusive of
any portion of such interest that represents Post-ARD Additional Interest) to,
but not including, the Due Date occurring in the Collection Period during which
the applicable purchase or repurchase occurs, (c) all related unreimbursed
Servicing Advances, (d) all accrued and unpaid Advance Interest with respect to
any related Advances, and (e) solely in the case of a repurchase by or on behalf
of a Mortgage Loan Seller pursuant to or as contemplated by the related Mortgage
Loan Purchase Agreement, to the extent not otherwise included in the amount
described in clause (c) of this definition, any reasonable out-of-pocket costs
and expenses incurred by the Master Servicer, the Special Servicer, the Trustee
or the agent of any of them (on behalf of the Trust) in enforcing the obligation
of such Person to purchase such Mortgage Loan.

                  "Qualified Appraiser" shall mean, in connection with the
appraisal of any Mortgaged Property or REO Property, an Independent
MAI-designated appraiser with at least five years of experience in respect of
the relevant geographic location and property type.

                  "Qualified Institutional Buyer" shall mean a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act.


                                       43
<PAGE>   51
                  "Qualified Insurer" shall mean an insurance company or
security or bonding company qualified to write the related Insurance Policy in
the relevant jurisdiction.

                  "Rated Certificate" shall mean any of the Certificates to
which a rating has been assigned by either Rating Agency at the request of the
Depositor.

                  "Rated Final Distribution Date" shall mean the Distribution
Date in December 2033.

                  "Rating Agency" shall mean each of Moody's and S&P.

                  "Realized Loss" shall mean:

                  (1)      with respect to each defaulted Mortgage Loan as to
         which a Final Recovery Determination has been made, or with respect to
         any successor REO Mortgage 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 Mortgage 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)(c) of this definition, all unpaid interest
         accrued in respect of such Mortgage Loan or REO Mortgage Loan, as the
         case may be, to but not including the related Due Date in the
         Collection Period in which the Final Recovery Determination was made
         (exclusive, however, of any portion of such unpaid interest that
         constitutes Default Interest or, in the case of an ARD Loan after its
         Anticipated Repayment Date, Post-ARD Additional Interest), minus (c)
         all payments and proceeds, if any, received in respect of such Mortgage
         Loan or REO Mortgage Loan, as the case may be, during the Collection
         Period in which such Final Recovery Determination was made (net of any
         related Servicing Advances reimbursed therefrom and any related
         Liquidation Expenses paid therefrom);

                  (2)      with respect to each defaulted Mortgage Loan as to
         which any portion of the principal or past due interest payable
         thereunder was canceled in connection with a bankruptcy, insolvency or
         similar proceeding involving the related Borrower 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
         or past due interest (other than any Default Interest and, in the case
         of an ARD Loan after its Anticipated Repayment Date, Post-ARD
         Additional Interest) so canceled; and

                  (3)      with respect to each defaulted Mortgage Loan as to
         which the Mortgage Rate thereon has been permanently reduced and not
         recaptured for any period in connection with a bankruptcy, insolvency
         or similar proceeding involving the related Borrower 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 any consequent
         reduction in the interest portion of each successive Monthly Payment
         due thereon (each such Realized Loss to be deemed to have been incurred
         on the Due Date for each affected Monthly Payment).

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


                                       44
<PAGE>   52
                  "Registered Certificate" shall mean any Certificate that has
been subject to registration under the Securities Act. As of the Closing Date,
the Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class F
Certificates constitute Registered Certificates.

                  "Reimbursement Rate" shall mean the rate per annum applicable
to the accrual of Advance Interest, which rate per annum is equal to the Prime
Rate.

                  "REMIC" shall mean a "real estate mortgage investment conduit"
as defined in Section 860D of the Code.

                  "REMIC I" shall mean the segregated pool of assets designated
as such in Section 2.10(a)

                  "REMIC I Regular Interest" shall mean any of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and,
in each such case, designated as a "regular interest" in REMIC I. The REMIC I
Regular Interests have the designations and terms provided for in Section 2.10.

                  "REMIC I Remittance Rate" shall mean the per annum rate at
which interest accrues in respect of any REMIC I Regular Interest during any
Interest Accrual Period, as set forth in or otherwise calculated in accordance
with Section 2.10(f).

                  "REMIC I Residual Interest" shall mean the sole uncertificated
"residual interest", within the meaning of Section 860G(a)(2) of the Code, in
REMIC I issued pursuant to this Agreement.

                  "REMIC II" shall mean the segregated pool of assets designated
as such in Section 2.12(a).

                  "REMIC II Regular Interest" shall mean any of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder
and, in each such case, designated as a "regular interest" in REMIC II. The
REMIC II Regular Interests have the designations and terms provided for in
Section 2.12.

                  "REMIC II Regular Interest A-1" shall mean the REMIC II
Regular Interest which bears the designation "A-1".

                  "REMIC II Regular Interest A-2" shall mean the REMIC II
Regular Interest which bears the designation "A-2".

                  "REMIC II Regular Interest B" shall mean the REMIC II Regular
Interest which bears the designation "B".

                  "REMIC II Regular Interest C" shall mean the REMIC II Regular
Interest which bears the designation "C".

                  "REMIC II Regular Interest D" shall mean the REMIC II Regular
Interest which bears the designation "D".


                                       45
<PAGE>   53
                  "REMIC II Regular Interest E" shall mean the REMIC II Regular
Interest which bears the designation "E".

                  "REMIC II Regular Interest F" shall mean the REMIC II Regular
Interest which bears the designation "F".

                  "REMIC II Regular Interest G" shall mean the REMIC II Regular
Interest which bears the designation "G".

                  "REMIC II Regular Interest H" shall mean the REMIC II Regular
Interest which bears the designation "H".

                  "REMIC II Regular Interest J" shall mean the REMIC II Regular
Interest which bears the designation "J".

                  "REMIC II Regular Interest K" shall mean the REMIC II Regular
Interest which bears the designation "K".

                  "REMIC II Regular Interest L" shall mean the REMIC II Regular
Interest which bears the designation "L".

                  "REMIC II Regular Interest M" shall mean the REMIC II Regular
Interest which bears the designation "M".

                  "REMIC II Regular Interest N" shall mean the REMIC II Regular
Interest which bears the designation "N".

                  "REMIC II Regular Interest P" shall mean the REMIC II Regular
Interest which bears the designation "P".

                  "REMIC II Remittance Rate" shall mean the per annum rate at
which interest accrues in respect of any REMIC II Regular Interest during any
Interest Accrual Period, as set forth in or otherwise calculated in accordance
with Section 2.12(f).

                  "REMIC II Residual Interest" shall mean the sole
uncertificated "residual interest", within the meaning of Section 860G(a)(2) of
the Code, in REMIC II issued pursuant to this Agreement.

                  "REMIC III" shall mean the segregated pool of assets
designated as such in Section 2.14(a).

                  "REMIC III Regular Interest Certificate" shall mean any of the
Certificates designated as such in Section 2.09(h).

                  "REMIC III Residual Interest" shall mean the sole
uncertificated "residual interest", within the meaning of Section 860G(a)(2) of
the Code, in REMIC III issued pursuant to this Agreement.


                                       46
<PAGE>   54
                  "REMIC Pool" shall mean any of REMIC I, REMIC II or REMIC III
or any Loan REMIC.

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

                  "REMIC Sub-Account" shall mean a sub-account of the
Distribution Account established pursuant to Section 3.04(b), which sub-account
shall constitute an asset of the Trust Fund and REMIC I, but not an asset of
either Grantor Trust Pool.

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

                  "REO Account" shall mean a segregated custodial account or
accounts created and maintained by the Special Servicer pursuant to Section
3.16(b) in the name of the Trustee in trust for the Certificateholders, which
shall be entitled "Lennar Partners, Inc. [or the name of any successor Special
Servicer], as Special Servicer, on behalf of Wells Fargo Bank Minnesota, N.A.
[or the name of any successor Trustee], as Trustee, in trust for the registered
holders of Salomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2000-C3, REO Account".

                  "REO Acquisition" shall mean the acquisition of any REO
Property pursuant to Section 3.09.

                  "REO Disposition" shall mean the sale or other disposition of
any REO Property pursuant to Section 3.18(d).

                  "REO Extension" shall have the meaning assigned thereto in
Section 3.16(a).

                  "REO Mortgage Loan" shall mean the mortgage loan deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO
Mortgage Loan shall be deemed to provide for monthly payments of principal
and/or interest equal to its Assumed Monthly Payment and otherwise to have the
same terms and conditions as its predecessor Mortgage Loan (such terms and
conditions to be applied without regard to the default on such predecessor
Mortgage Loan or the Trust's acquisition of the subject REO Property). Each REO
Mortgage 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 Monthly Payments (other than any Balloon
Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage Loan
delinquent in respect of its Balloon Payment) and other amounts due and owing,
or deemed to be due and owing, in respect of the predecessor Mortgage Loan as of
the date of the related REO Acquisition, shall be deemed to continue to be due
and owing in respect of an REO Mortgage Loan. In addition, all amounts payable
or reimbursable to the Master Servicer, the Special Servicer, the Trustee or any
Fiscal Agent in respect of the predecessor Mortgage Loan as of the date of the
related REO Acquisition, including any unpaid or unreimbursed Servicing Fees and
Advances (together with any related


                                       47
<PAGE>   55
unpaid Advance Interest), shall continue to be payable or reimbursable in the
same priority and manner pursuant to Section 3.05(a) to the Master Servicer, the
Special Servicer, the Trustee or any Fiscal Agent, as the case may be, in
respect of an REO Mortgage Loan.

                  "REO Property" shall mean a Mortgaged Property acquired by the
Special Servicer on behalf of the Trust for the benefit of the
Certificateholders through foreclosure, acceptance of a deed in lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.

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

                  "REO Tax" shall have the meaning assigned thereto in Section
3.17(a).

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

                  "Required Appraisal Loan" shall mean any Mortgage Loan (and
any successor REO Mortgage Loan) as to which an Appraisal Trigger Event has
occurred, provided that a Mortgage Loan shall cease to be a Required Appraisal
Loan if and when, following the occurrence of the most recent Appraisal Trigger
Event with respect thereto, such Mortgage Loan has become a Corrected Mortgage
Loan and has remained current for at least three consecutive Monthly Payments,
and no other Appraisal Trigger Event has occurred with respect thereto during
the preceding three months.

                  "Required Claims-Paying Rating" shall mean, with respect to
any insurance carrier, a claims-paying ability or financial strength rating of
"A2" or better from Moody's (or, if not rated by Moody's, rated at least
"A-VIII" by A.M. Best Company) and "A" or better from S&P unless, in the case of
either Rating Agency, such Rating Agency has confirmed in writing that an
insurance company with lower or fewer claims-paying ability ratings shall not
result, in and of itself, in an Adverse Rating Event with respect to any Class
of Rated Certificates.

                  "Reserve Account" shall mean any of the accounts established
and maintained pursuant to Section 3.03(d).

                  "Reserve Funds" shall mean, with respect to any Mortgage Loan,
any amounts delivered by the related Borrower to be held in escrow by or on
behalf of the mortgagee representing: (i) reserves for repairs, replacements,
capital improvements and/or environmental testing and remediation with respect
to the related Mortgaged Property; (ii) reserves for tenant improvements and
leasing commissions; (iii) reserves for debt service; or (iv) amounts to be
applied as a Principal Prepayment on such Mortgage Loan or held as Additional
Collateral in the event that certain leasing or other economic criteria in
respect of the related Mortgaged Property are not met.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any Fiscal Agent, the Certificate Registrar, the Custodian, the Tax
Administrator or the Certificate Administrator, the President, the Treasurer,
the Secretary, any Vice President, any Assistant Vice President, any Trust
Officer, any Assistant Secretary or any other officer of the Trustee, any Fiscal
Agent, the Certificate Registrar, the Custodian, the Tax Administrator or the
Certificate


                                       48
<PAGE>   56
Administrator, as applicable, customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Agreement.

                  "Restricted Servicer Reports" shall mean each of the Servicer
Watch List, the Operating Statement Analysis Report, the NOI Adjustment
Worksheet, the Financial File and the Comparative Financial Status Report.

                  "S&P" shall mean Standard & Poor's Ratings Service, a division
of The McGraw-Hill Companies, Inc. or its successor in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties to this Agreement, and specific ratings of
Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc.
herein referenced shall be deemed to refer to the equivalent ratings of the
party so designated. References herein to "applicable rating category" (other
than such references to "highest applicable rating category") shall, in the case
of S&P, be deemed to refer to such applicable rating category of S&P, without
regard to any plus or minus or other comparable rating qualification.

                  "SBRC" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.

                  "SBRC Mortgage Loan Purchase Agreement" shall have the meaning
assigned thereto in the Preliminary Statement to this Agreement.

                  "SBRC Mortgage Loans" shall have the meaning assigned thereto
in the Preliminary Statement to this Agreement.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended.

                  "Senior Certificate" shall mean any of the Certificates
designated as such in Section 2.09(c).

                  "Senior Principal Distribution Cross-Over Date" shall mean the
first Distribution Date as of which the aggregate of the Class Principal
Balances of the Class A-1 Certificates and the Class A-2 Certificates
outstanding immediately prior thereto equals or exceeds the sum of (a) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, plus (b) the lesser of (i) the
Total Principal Distribution Amount for such Distribution Date and (ii) the
portion of the Standard Available Distribution Amount for such Distribution Date
that will remain after all distributions of interest to be made on the Senior
Certificates on such Distribution Date pursuant to Section 4.01(a) have been so
made.

                  "Servicing Account" shall mean any of the accounts established
and maintained pursuant to Section 3.03(a).

                  "Servicing Advances" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses incurred, or to be incurred, as the
context requires, by the Master Servicer or the Special Servicer (or, if
applicable, the Trustee or any Fiscal Agent) in connection


                                       49
<PAGE>   57
with the servicing of a Mortgage Loan after a default, delinquency or other
unanticipated event, or in connection with the administration of any REO
Property, including the cost of (a) compliance with the obligations of the
Master Servicer and/or the Special Servicer set forth in Sections 3.03(c) and
3.09, (b) the preservation, insurance, restoration, protection and management of
a Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds in respect of any such Mortgage Loan or any REO
Property, (d) any enforcement or judicial proceedings with respect to any such
Mortgage Loan, including foreclosures and similar proceedings, and (e) the
operation, management, maintenance and liquidation of any REO Property; provided
that notwithstanding anything to the contrary, "Servicing Advances" shall not
include (A) 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 (B) costs incurred by either such party or any Affiliate thereof in
connection with its purchase of any Mortgage Loan or REO Property pursuant to
any provision of this Agreement.

                  "Servicing Fees" shall mean, with respect to any Mortgage Loan
or REO Mortgage Loan, the Master Servicing Fee and, if applicable, the Special
Servicing Fee.

                  "Servicing File" shall mean any documents (other than
documents required to be part of the related Mortgage File, but including any
correspondence file) in the possession of the Master Servicer or the Special
Servicer and relating to the origination and servicing of any Mortgage Loan or
the administration of any REO Property.

                  "Servicing Officer" shall mean 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, the Certificate Administrator and the Depositor on the Closing Date, as
such list may be amended from time to time by the Master Servicer or the Special
Servicer, as applicable.

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

                  "Servicing Standard" shall mean, with respect to each of the
Master Servicer and the Special Servicer, to service and administer the Mortgage
Loans and REO Properties for which such Person is responsible hereunder: (a)
with the same care, skill and diligence as is normal and usual in its general
mortgage servicing and REO property management activities on behalf of third
parties or on behalf of itself, whichever is higher, with respect to mortgage
loans and REO properties that are comparable to those for which it is
responsible hereunder; (b) with a view to the timely collection of all scheduled
payments of principal and interest due under the Mortgage Loans and, if a
Mortgage Loan comes into and continues in default and if, in the reasonable
judgment of the Special Servicer, no satisfactory arrangements can be made for
the collection of the delinquent payments, the maximization of the recovery on
such Mortgage Loan to the Certificateholders (as a collective whole) on a
present value basis (the relevant discounting of anticipated collections that
will be distributable to Certificateholders to be performed at the related Net
Mortgage Rate); and (c) without regard to any conflicts of interest that may
arise from: (i) any known relationship that the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof may have


                                       50
<PAGE>   58
with the related Borrower, (ii) the ownership of any Certificate by the Master
Servicer or the Special Servicer, as the case may be, or by any Affiliate
thereof, (iii) the Master Servicer's obligation to make Advances, (iv) the
Special Servicer's obligation to make (or to direct the Master Servicer to make)
Servicing Advances, (v) the right of the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof to receive reimbursement
of costs, or the sufficiency of any compensation payable to it, hereunder or
with respect to any particular transaction, (vi) any ownership, servicing or
management by the Master Servicer or the Special Servicer, as the case may be,
or any Affiliate thereof of any other real estate loans or real property not
included in or securing, as the case may be, the Mortgage Pool or the right to
service or manage for others any such other real estate loans or real
properties; and (vii) any obligation of the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof to repurchase any
Mortgage Loan under the related Mortgage Loan Purchase Agreement or to cure a
Material Document Defect or Material Breach.

                  "Servicing Transfer Event" shall mean, with respect to any
Mortgage Loan, any of the following events:

                  (a)      the related Borrower has failed to make when due any
         Monthly Payment (including a Balloon Payment) or any other payment
         (including the payment of Post-ARD Additional Interest) required under
         the related Mortgage Note or the related Mortgage(s), which failure
         (except in the case of a Balloon Payment) continues, or the Master
         Servicer determines, in its reasonable judgment, will continue,
         unremedied for 60 days; or

                  (b)      the Master Servicer has determined, in its reasonable
         judgment, that a default in making a Monthly Payment (including a
         Balloon Payment) or any other material payment required under the
         related Mortgage Note or the related Mortgage(s) is likely to occur in
         the foreseeable future and (except in the case of a Balloon Payment)
         either (i) such default is not likely to be cured within 60 days
         following the occurrence thereof or (ii) the related Borrower has
         requested a material modification of the related Mortgage Loan (other
         than a waiver of a "due-on-sale" clause permitted under Section 3.08);
         or

                  (c)      the related Borrower has transferred or permitted the
         transfer of the related Mortgaged Property or direct or indirect
         ownership or control of the Borrower or management of the related
         Mortgaged Property, or has changed the management of the related
         Mortgaged Property, in any such case in violation of the related loan
         documents; or

                  (d)      the Master Servicer has determined, in its reasonable
         judgment, that a default, other than as described in clause (a), clause
         (b) or clause (c) above, has occurred that may materially impair the
         value of the related Mortgaged Property as security for the Mortgage
         Loan, which default has continued unremedied for the applicable cure
         period under the terms of the Mortgage Loan (or, if no cure period is
         specified, for 60 days); or

                  (e)      a decree or order of a court or agency or supervisory
         authority having jurisdiction in the premises in an involuntary action
         against the related Borrower under any present or future federal or
         state bankruptcy, insolvency or similar law or the appointment of a
         conservator, receiver or liquidator in any insolvency, readjustment of
         debt, marshalling of assets and liabilities or similar proceeding, or
         for the winding-up or liquidation of its affairs,


                                       51
<PAGE>   59
         shall have been entered against the related Borrower, and such decree
         or order shall have remained in force undischarged, undismissed or
         unstayed for a period of 60 days; or

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

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

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

                  A Servicing Transfer Event with respect to any Mortgage Loan
shall cease to exist:

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

                  (x)      in the case of the circumstances described in clauses
         (b), (e), (f) and (g) above, if and when such circumstances cease to
         exist in the reasonable judgment of the Special Servicer;

                  (y)      in the case of the circumstances described in clauses
         (c) and (d) above, if and when such default is cured in the reasonable
         judgment of the Special Servicer; and

                  (z)      in the case of the circumstances described in clause
         (h) above, if and when such proceedings are terminated.

                  "Sole Certificateholder" shall mean any holder of 100% of the
Certificates.

                  "Specially Serviced Mortgage Loan" shall mean any Mortgage
Loan as to which any Servicing Transfer Event exists.

                  "Special Servicer" shall mean Lennar, in its capacity as
special servicer hereunder, or any successor Special Servicer appointed as
herein provided.

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


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<PAGE>   60
                  "Special Servicing Fee Rate" shall mean, with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan, 0.25% per annum.

                  "SSB" shall mean Salomon Smith Barney Inc. or its successors
in interest.

                  "Standard Available Distribution Amount" shall mean, with
respect to any Distribution Date, an amount equal to: (a) the sum of, without
duplication, (i) all amounts on deposit in the Distribution Account as of 11:00
a.m., New York City time, on such Distribution Date, (ii) to the extent not
included in the amount described in clause (a)(i) of this definition, any P&I
Advances and/or Compensating Interest Payments that were made in respect of such
Distribution Date, (iii) to the extent not included in the amount described in
clause (a)(i) of this definition, the aggregate amount transferred (pursuant to
Section 3.05(d)) from the Gain on Sale Reserve Fund to the Distribution Account
in respect of such Distribution Date, and (iv) to the extent not included in the
amount described in clause (a)(i) of this definition, if such Distribution Date
occurs during March 2001 or during March of any year thereafter, the aggregate
of the Interest Reserve Amounts with respect to the Interest Reserve Loans
transferred from the Interest Reserve Account to the Distribution Account during
such month of March for distribution on such Distribution Date; net of (b) any
portion of the amounts described in clause (a) of this definition that
represents, without duplication, one or more of the following"(i) collected
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any payments of principal (including Principal
Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds received after the end of the related Collection Period,
(iii) any Prepayment Premiums and/or Post-ARD Additional Interest; (iv) any
amounts payable or reimbursable to any Person from the Distribution Account
pursuant to clauses (ii) through (v) of Section 3.05(b), (v) if such
Distribution Date occurs during February 2001 or during February of any year
thereafter or during January 2001 or during January of any year thereafter that
is not a leap year, the aggregate of the Interest Reserve Amounts with respect
to the Interest Reserve Loans to be withdrawn (pursuant to Section 3.04(c) and
Section 3.05(b)(vi)) from the Distribution Account and deposited into the
Interest Reserve Account during such month of February or such month of January,
as the case may be, and held for future distribution, and (vi) any amounts
deposited in the Distribution Account in error; provided that the Standard
Available Distribution Amount for the Final Distribution Date shall be
calculated without regard to clauses (b)(i), (b)(ii) and (b)(v) of this
definition.

                  "Startup Day" shall mean, with respect to each REMIC Pool, the
day designated as such in Section 2.10(a) (in the case of REMIC I), Section
2.12(a) (in the case of REMIC II), Section 2.14(a) (in the case of REMIC III) or
in the related Loan REMIC Declaration (in the case of any Loan REMIC), as
applicable.

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


                                       53
<PAGE>   61
                  "Stated Principal Balance" shall mean, with respect to any
Mortgage Loan (and any successor REO Mortgage Loan), a principal balance which
(a) initially shall equal the Cut-off Date Principal Balance of such Mortgage
Loan, and (b) shall be permanently reduced on each subsequent Distribution Date
(to not less than zero) by (i) that portion, if any, of the Total Principal
Distribution Amount for such Distribution Date attributable to such Mortgage
Loan (or successor REO Mortgage Loan), and (ii) the principal portion of any
Realized Loss incurred in respect of such Mortgage Loan (or successor REO
Mortgage Loan) during the related Collection Period; provided that, 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
Mortgage Loan, as the case may be, shall be zero commencing as of the
Distribution Date next following the end of the Collection Period in which such
Liquidation Event occurred.

                  "Subordinate Certificate" shall mean any of the Certificates
designated as such in Section 2.09(d).

                  "Subordinate Principal Balance Certificate" shall mean any of
the Certificates designated as such in Section 2.09(f).

                  "Sub-Servicer" shall mean any Person with which the Master
Servicer or the Special Servicer has entered into a Sub-Servicing Agreement.

                  "Sub-Servicing Agreement" shall mean 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.

                  "Tax Administrator" shall mean LaSalle, in its capacity as tax
administrator hereunder, or any successor tax administrator appointed as herein
provided.

                  "Tax Matters Person" shall mean, with respect to any REMIC
Pool, the Person designated as the "tax matters person" of such REMIC Pool in
the manner provided under Treasury regulation section 1.860F-4(d) and temporary
Treasury regulation section 301.6231(a)(7)-1T, which Person shall, pursuant to
Section 10.01(b), be the Plurality Class R Certificateholder.

                  "Tax Returns" shall mean the federal income tax return on IRS
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income (REMIC) Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holder of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each REMIC Pool due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information, reports
or returns that may be required to be furnished to the Certificateholders or
filed with the IRS under any applicable provisions of federal tax law or any
other governmental taxing authority under applicable state or local tax laws.

                  "Termination Price" shall have the meaning assigned thereto in
Section 9.01.

                  "Total Principal Distribution Amount" shall mean:

                  (a)      with respect to any Distribution Date prior to the
         Final Distribution Date, an amount equal to the aggregate (without
         duplication) of the following --


                                       54
<PAGE>   62
                  (i)      all payments of principal (including Principal
                           Prepayments) received on the Mortgage Loans during
                           the related Collection Period, in each case net of
                           any portion of the particular payment that represents
                           a Late Collection of principal for which a P&I
                           Advance was previously made for a prior Distribution
                           Date or that represents the principal portion of a
                           Monthly Payment due on or before the Cut-off Date or
                           on a Due Date subsequent to the end of the related
                           Collection Period,

                  (ii)     all scheduled payments of principal due in respect of
                           the Mortgage Loans for their respective Due Dates
                           occurring during the related Collection Period that
                           were received (other than as part of a Principal
                           Prepayment) prior to the related Collection Period,

                  (iii)    all Insurance Proceeds, Condemnation Proceeds and
                           Liquidation Proceeds received on any of the Mortgage
                           Loans during the related Collection Period that were
                           identified and applied by the Master Servicer as
                           recoveries of principal of such Mortgage Loans in
                           accordance with Section 1.03, in each case net of any
                           portion of such proceeds that represents a Late
                           Collection of principal due on or before the Cut-off
                           Date or for which a P&I Advance was previously made
                           for a prior Distribution Date,

                  (iv)     all Insurance Proceeds, Condemnation Proceeds,
                           Liquidation Proceeds and REO Revenues received in
                           respect of any REO Properties during the related
                           Collection Period that were identified and applied by
                           the Master Servicer as recoveries of principal of the
                           related REO Mortgage Loans in accordance with Section
                           1.03, in each case net of any portion of such
                           proceeds and/or revenues that represents a Late
                           Collection of principal due on or before the Cut-off
                           Date or for which a P&I Advance was previously made
                           for a prior Distribution Date,

                  (v)      the respective principal portions of all P&I Advances
                           made in respect of the Mortgage Loans and any REO
                           Mortgage Loans with respect to such Distribution
                           Date, and

                  (vi)     the excess, if any, of the Total Principal
                           Distribution Amount for the prior Distribution Date,
                           if any, over the total distributions of principal
                           made on such prior Distribution Date with respect to
                           the Principal Balance Certificates; and

                  (b)      with respect to the Final Distribution Date, an
         amount equal to the aggregate Stated Principal Balance of the entire
         Mortgage Pool outstanding immediately prior to the Final Distribution
         Date.

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

                  "Transfer Affidavit and Agreement" shall have the meaning
assigned thereto in Section 5.02(d).


                                       55
<PAGE>   63
                  "Transferee" shall mean any Person who is acquiring by
Transfer any Ownership Interest in a Certificate.

                  "Transferor" shall mean any Person who is disposing by
Transfer any Ownership Interest in a Certificate.

                  "Treasury Rate" shall have the meaning assigned thereto in
Section 4.01(d).

                  "Trust" shall mean the trust created hereby.

                  "Trustee" shall mean Wells Fargo, in its capacity as trustee
hereunder, or any successor trustee appointed as herein provided.

                  "Trustee's Fee" shall mean, with respect to any Mortgage Loan
or REO Mortgage Loan, the fee designated as such and payable to the Trustee
pursuant to Section 8.05(a).

                  "Trustee's Fee Rate" shall mean 0.0011% per annum.

                  "Trust Fund" shall mean, collectively, all of the assets of
all the REMIC Pools and Grantor Trust Pools.

                  "UCC" shall mean the Uniform Commercial Code in effect in the
applicable jurisdiction.

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

                  "Uncertificated Principal Balance" shall mean the principal
balance outstanding from time to time of any REMIC I Regular Interest
(calculated in accordance with Section 2.10(e) hereof) or any REMIC II Regular
Interest (calculated in accordance with Section 2.12(e) hereof).

                  "Underwriter Exemption" shall mean PTE 91-23, as such may be
amended from time to time.

                  "Underwriters" shall mean, collectively, SSB, GCM, ABN AMRO,
CSI, DBS and J.P. Morgan.

                  "Unfunded Principal Balance Reduction" shall mean any
reduction made in the Class Principal Balance of any Class of Principal Balance
Certificates pursuant to Section 4.04(a), the Uncertificated Principal Balance
of any REMIC II Regular Interest pursuant to Section 4.04(b) or the
Uncertificated Principal Balance of any REMIC I Regular Interest pursuant to
Section 4.04(c).

                  "United States Person" shall mean a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct 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


                                       56
<PAGE>   64
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" shall mean each of the files
and reports comprising the CMSA Investor Loan Reporting Package (excluding the
Bond Level File, the Collateral Summary File and the Restricted Servicer
Reports).

                  "USAP" shall mean the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America.

                  "USPAP" shall mean the Uniform Standards of Professional
Appraisal Practices.

                  "Voting Rights" shall mean the voting rights evidenced by the
respective Certificates. At all times during the term of this Agreement, 98% of
the Voting Rights shall be allocated among all the Holders of the various
Classes of Principal Balance Certificates in proportion to the respective Class
Principal Balances of such Classes, 2% of the Voting Rights shall be allocated
to the Holders of the Class X Certificates, and 0% of the Voting Rights shall be
allocated to the Holders of the Class R and Class Y Certificates. Voting Rights
allocated to a particular Class of Certificateholders shall be allocated among
such Certificateholders in proportion to the respective Percentage Interests
evidenced by their respective Certificates.

                  "Wells Fargo" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.

                  "Workout Fee" shall mean, 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" shall mean, with respect to each Corrected
Mortgage Loan, 1.0%.

                  "Yield Maintenance Certificates" shall mean any of the
Certificates designated as such in Section 2.09(i).

                  SECTION 1.02.     General Interpretive Principles.

                  For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

                  (i)      the terms defined in this Agreement have the meanings
         assigned to them in this Agreement and include the plural as well as
         the singular, and the use of any gender herein shall be deemed to
         include the other gender;

                  (ii)     accounting terms not otherwise defined herein have
         the meanings assigned to them in accordance with United States
         generally accepted accounting principles as in effect from time to
         time;


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<PAGE>   65
                  (iii)    references herein to "Articles", "Sections",
         "Subsections", "Paragraphs" and other subdivisions without reference to
         a document are to designated Articles, Sections, Subsections,
         Paragraphs and other subdivisions of this Agreement;

                  (iv)     a reference to a Subsection without further reference
         to a Section is a reference to such Subsection as contained in the same
         Section in which the reference appears, and this rule shall also apply
         to Paragraphs and other subdivisions;

                  (v)      the words "herein", "hereof", "hereunder", "hereto",
         "hereby" and other words of similar import refer to this Agreement as a
         whole and not to any particular provision; and

                  (vi)     the terms "include" and "including" shall mean
         without limitation by reason of enumeration.

                  SECTION 1.03.     Certain Calculations in Respect of the
                                    Mortgage Pool.

                  (a)      All amounts collected in respect of any
Cross-Collateralized Group in the form of payments from Borrowers, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by
the Master Servicer among the Mortgage Loans constituting such
Cross-Collateralized Group in accordance with the express provisions of the
related loan documents and, in the absence of such express provisions, on a pro
rata basis in accordance with the respective amounts then "due and owing" as to
each such Mortgage Loan. All amounts collected in respect of or allocable to any
particular individual Mortgage Loan (whether or not such Mortgage Loan
constitutes part of a Cross-Collateralized Group) in the form of payments from
Borrowers, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds
shall be applied to amounts due and owing under the related Mortgage Note, loan
agreement (if any) and Mortgage (including for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage
Note, loan agreement (if any) and Mortgage and, in the absence of such express
provisions or if and to the extent that such terms authorize the lender to use
its discretion, shall be applied as follows: first, as a recovery of any related
and unreimbursed Servicing Advances and, if applicable, unpaid Liquidation
Expenses; second, as a recovery of accrued and unpaid interest on such Mortgage
Loan to, but not including, the date of receipt (or, in the case of a full
Monthly Payment from any Borrower, through the related Due Date), exclusive,
however, of any portion of such accrued and unpaid interest that constitutes
Default Interest or, in the case of an ARD Loan after its Anticipated Repayment
Date, that constitutes Post-ARD Additional Interest; third, as a recovery of
principal of such Mortgage Loan then due and owing, including by reason of
acceleration of the Mortgage Loan following a default thereunder (or, if a
Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery
of principal to the extent of its entire remaining unpaid principal balance);
fourth, unless a Liquidation Event has occurred in respect of such Mortgage
Loan, as a recovery of amounts to be currently applied to the payment of, or
escrowed for the future payment of, real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items; fifth, unless a
Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery
of Reserve Funds to the extent then required to be held in escrow; sixth, as a
recovery of any Prepayment Premium then due and owing under such Mortgage Loan;
seventh, as a recovery of any Default Charges then due and owing under such
Mortgage Loan; eighth, as a recovery of any assumption fees and modification
fees then due and owing under


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<PAGE>   66
such Mortgage Loan; ninth, as a recovery of any other amounts then due and owing
under such Mortgage Loan other than remaining unpaid principal and, in the case
of an ARD Loan after its Anticipated Repayment Date, other than Post-ARD
Additional Interest; tenth, as a recovery of any remaining principal of such
Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and, eleventh, in the case of an ARD Loan after its Anticipated Repayment Date,
as a recovery of accrued and unpaid Post-ARD Additional Interest on such ARD
Loan to but not including the date of receipt.

                  (b)      Collections in respect of each REO Property
(exclusive of amounts to be applied to the payment of the costs of operating,
managing, maintaining and disposing of such REO Property) shall be applied for
purposes of this Agreement (including for purposes of determining distributions
on the Certificates pursuant to Article IV and additional compensation payable
to the Master Servicer, the Special Servicer and any Sub-Servicers and also for
reporting purposes) as follows: first, as a recovery of any related and
unreimbursed Servicing Advances and, if applicable, unpaid Liquidation Expenses;
second, as a recovery of accrued and unpaid interest on the related REO Mortgage
Loan to, but not including, the Due Date in the Collection Period of receipt,
exclusive, however, of any portion of such accrued and unpaid interest that
constitutes Default Interest or, in the case of an REO Mortgage Loan that
relates to an ARD Loan after its Anticipated Repayment Date, that constitutes
Post-ARD Additional Interest; third, as a recovery of principal of the related
REO Mortgage Loan to the extent of its entire unpaid principal balance; fourth,
as a recovery of any Prepayment Premium deemed to be due and owing in respect of
the related REO Mortgage Loan; fifth, as a recovery of any other amounts deemed
to be due and owing in respect of the related REO Mortgage Loan (other than, in
the case of an REO Mortgage Loan that relates to an ARD Loan after its
Anticipated Repayment Date, accrued and unpaid Post-ARD Additional Interest);
and sixth, in the case of an REO Mortgage Loan that relates to an ARD Loan after
its Anticipated Repayment Date, any accrued and unpaid Post-ARD Additional
Interest.

                  (c)      For the purposes of this Agreement, Post-ARD
Additional Interest on an ARD Loan or a successor REO Mortgage 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 Mortgage Loan, notwithstanding that the terms of the related loan
documents so permit. To the extent any Post-ARD Additional Interest is not paid
on a current basis, it shall be deemed to be deferred interest.

                  (d)      Insofar as amounts received in respect of any
Mortgage Loan or REO Property and allocable to fees and charges owing in respect
of such Mortgage Loan or the related REO Mortgage Loan, as the case may be, that
constitute Additional Master Servicing Compensation payable to the Master
Servicer and/or Additional Special Servicing Compensation payable to the Special
Servicer, are insufficient to cover the full amount of such fees and charges,
such amounts shall be allocated between such of those fees and charges as are
payable to the Master Servicer, on the one hand, and such of those fees and
charges as are payable to the Special Servicer, on the other, pro rata in
accordance with their respective entitlements.

                  (e)      The foregoing applications of amounts received in
respect of any Mortgage Loan or REO Property shall be determined by the Master
Servicer, in its reasonable judgment, and reflected in the appropriate monthly
report from the Master Servicer and in the appropriate monthly Distribution Date
Statement as provided in Section 4.02.


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<PAGE>   67
                  SECTION 1.04.     Cross-Collateralized Mortgage Loans.

                  Notwithstanding anything herein to the contrary, it is hereby
acknowledged that the groups of Mortgage Loans identified on the Mortgage Loan
Schedule as being cross-collateralized with each other are, in the case of each
such particular group of Mortgage Loans, by their terms, cross-defaulted and
cross-collateralized with each other. For purposes of reference only in this
Agreement, and without in any way limiting the servicing rights and powers of
the Master Servicer and/or the Special Servicer, with respect to any
Cross-Collateralized Mortgage Loan (or successor REO Mortgage Loan), the
Mortgaged Property (or REO Property) that relates or corresponds thereto shall
be the property identified in the Mortgage Loan Schedule as corresponding
thereto. The provisions of this Agreement, including each of the defined terms
set forth in Section 1.01, shall be interpreted in a manner consistent with this
Section 1.04; provided that, if there exists with respect to any
Cross-Collateralized Group only one original of any document referred to in the
definition of "Mortgage File" covering all the Mortgage Loans in such
Cross-Collateralized Group, then the inclusion of the original of such document
in the Mortgage File for any of the Mortgage Loans constituting such
Cross-Collateralized Group shall be deemed an inclusion of such original in the
Mortgage File for each such Mortgage Loan.


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<PAGE>   68
                                   ARTICLE II


                  CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
              AND WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR
            INTERESTS, REMIC II REGULAR INTERESTS, REMIC III REGULAR
                           INTERESTS AND CERTIFICATES


         SECTION 2.01. Conveyance of Mortgage Loans.

         (a) It is the intention of the parties hereto that a trust be
established pursuant to this Agreement and, further, that such trust be
designated as "Salomon Brothers Commercial Mortgage Trust 2000-C3". Wells Fargo
is hereby appointed, and does hereby agree, to act as Trustee hereunder and, in
such capacity, to hold the Trust Fund in trust for the exclusive use and benefit
of all present and future Certificateholders. It is not intended that this
Agreement create a partnership or a joint-stock association.

         (b) The Depositor, concurrently with the execution and delivery hereof,
does hereby sell, assign, transfer and otherwise convey to the Trustee without
recourse for the benefit of the Certificateholders, all the right, title and
interest of the Depositor in, to and under (i) the Mortgage Loans, all payments
under and proceeds of the Mortgage Loans received after the Closing Date (other
than scheduled payments of interest and principal due on or before the Cut-off
Date), all Principal Prepayments and corresponding interest payments on the
Mortgage Loans received after the Cut-off Date through and including the Closing
Date, and all documents included in the related Mortgage Files and any related
Additional Collateral; (ii) any REO Property acquired in respect of any Mortgage
Loan; (iii) such funds or assets as from time to time are deposited in the
Collection Account, the Distribution Account, the Interest Reserve Account, the
Gain on Sale Reserve Fund and, if established, the REO Account; (iv) each
Mortgage Loan Purchase Agreement and the ABC Support Letter; (v) the Loan REMIC
Interests and the Loan REMIC Declarations; and (vi) all other assets included or
to be included in the Trust Fund. This conveyance is subject to the right of the
Master Servicer and the Designated Sub-Servicers to primary service (or to
perform select servicing duties with respect to) certain of the Mortgage Loans
and, in the case of the Mortgage Loans listed on Exhibit B-1E, subject to the
related Loan REMIC Declarations. In connection with the Depositor's assignment
above, the Depositor hereby directs the Trustee to execute the ABC Support
Letter substantially in the form of Exhibit C-2 attached hereto.

         Under GAAP, the Depositor shall report: (i) its acquisition of the SBRC
Mortgage Loans from SBRC, pursuant to the SBRC Mortgage Loan Purchase Agreement,
as a purchase of such Mortgage Loans from SBRC; (ii) its acquisition of the GCFP
Mortgage Loans from GCFP, pursuant to the GCFP Mortgage Loan Purchase Agreement,
as a purchase of such Mortgages Loans from GCFP; (iii) its acquisition of the
AMCC Mortgage Loans from AMCC, pursuant to the AMCC Mortgage Loan Purchase
Agreement, as a purchase of such Mortgages Loans from AMCC; (iv) its acquisition
of the LaSalle Mortgage Loans from LaSalle, pursuant to the LaSalle Mortgage
Loan Purchase Agreement, as a purchase of such Mortgages Loans from LaSalle; and
(v) its transfer of the Mortgage Loans to the Trustee, pursuant to this Section
2.01(b), as a sale of the Mortgage Loans to the Trustee. In connection with the
foregoing, the Depositor shall cause all of its records to reflect such
acquisitions as purchases and such transfer as a sale (in each case, as opposed
to a secured loan).


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<PAGE>   69
         After the Depositor's transfer of the Mortgage Loans to the Trustee
pursuant to this Section 2.01(b), the Depositor shall not take any action
inconsistent with the Trust's ownership of the Mortgage Loans.

         (c) The conveyance of the Mortgage Loans (and, in the case of the
Mortgage Loans listed on Exhibit B-1E, the related Loan REMIC Interests) and the
related rights and property accomplished hereby is absolute and is intended by
the parties hereto to constitute an absolute transfer of the Mortgage Loans,
such Loan REMIC Interests and such other related rights and property by the
Depositor to the Trustee for the benefit of the Certificateholders. Furthermore,
it is not intended that such conveyance be a pledge of security for a loan. If
such conveyance is determined to be a pledge of security for a loan, however,
the parties hereto intend that the rights and obligations of the parties to such
loan shall be established pursuant to the terms of this Agreement. The parties
hereto also intend and agree that, in such event, (i) this Agreement shall
constitute a security agreement under applicable law, (ii) the Depositor shall
be deemed to have granted to the Trustee (in such capacity) a first priority
security interest in all of the Depositor's right, title and interest in and to
the assets constituting the Trust Fund, including the Mortgage Loans and Loan
REMIC Interests subject hereto from time to time, all principal and interest
received on or with respect to such Mortgage Loans and Loan REMIC Interests
after the Closing Date (other than scheduled payments of interest and principal
due and payable on such Mortgage Loans and the Loan REMIC Interests on or prior
to the Cut-off Date), all amounts held from time to time in the Collection
Account, the Distribution Account, the Interest Reserve Account, the Gain on
Sale Reserve Fund and, if established, the REO Account and all reinvestment
earnings on such amounts, and all of the Depositor's right, title and interest
under each Mortgage Loan Purchase Agreement and the ABC Support Letter, (iii)
the possession by the Trustee or its agent of the Mortgage Notes with respect to
the Mortgage Loans and the Loan REMIC Interests subject hereto from time to time
and such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be "possession by the secured
party" or possession by a purchaser or person designated by such secured party
for the purpose of perfecting such security interest under applicable law, and
(iv) notifications to, and acknowledgments, receipts or confirmations from,
Persons holding such property, shall be deemed to be notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law. The Depositor shall file or cause
to be filed, as a precautionary filing, a Form UCC-1 substantially in the form
attached as Exhibit J hereto in all appropriate locations in the State of New
York promptly following the initial issuance of the Certificates, and the
Trustee shall prepare, execute and file at each such office, continuation
statements with respect thereto, in each case within six months prior to the
fifth anniversary of the immediately preceding filing. The Depositor shall
cooperate in a reasonable manner with the Trustee in preparing and filing such
continuation statements. This Section 2.01(c) shall constitute notice to the
Trustee pursuant to any requirements of the UCC in effect in New York.

         (d) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that it has
contractually obligated the Mortgage Loan Sellers, pursuant to their respective
Mortgage Loan Purchase Agreements, to deliver to and deposit with, or cause to
be delivered to and deposited with, the Trustee or a Custodian appointed
thereby, on or before the Closing Date, the Mortgage File and any Additional
Collateral (other than Reserve Funds and Escrow Payments) for each Mortgage Loan
so assigned. The Depositor shall


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<PAGE>   70
deliver to the Trustee or a Custodian appointed thereby and the Master Servicer
on or before the Closing Date a fully executed counterpart of each Mortgage Loan
Purchase Agreement.

         (e) As soon as reasonably possible, and in any event within 30 days
after the later of (i) the Closing Date and (ii) the date on which all recording
information necessary to complete the subject document is received by the
Trustee or any Custodian appointed thereby, the Trustee or a Custodian on its
behalf is hereby authorized and shall, unless the related Mortgage Loan Seller
is doing so in accordance with the related Mortgage Loan Purchase Agreement,
complete (to the extent necessary) and cause to be submitted for recording or
filing, as the case may be, in the appropriate office for real property records
or UCC Financing Statements, as applicable, each assignment of Mortgage and
assignment of Assignment of Leases in favor of the Trustee referred to in
clauses (iv) and (v) of the definition of "Mortgage File" that has been received
by the Trustee or a Custodian on its behalf and each UCC-2 and UCC-3 in favor of
the Trustee referred to in clause (viii) of the definition of "Mortgage File"
that has been received by the Trustee or a Custodian on its behalf. Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee or the applicable Custodian on its behalf following
recording, and each such UCC-2 and UCC-3 shall reflect that the filed copy
thereof should be returned to the Trustee or the applicable Custodian on its
behalf 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 or a Custodian on its behalf shall, unless the
related Mortgage Loan Seller is doing so in accordance with the related Mortgage
Loan Purchase Agreement, obtain or cause to be obtained therefrom a certified
copy of the recorded original. Upon receipt, the Trustee or a Custodian on its
behalf shall, unless the related Mortgage Loan Seller is doing so in accordance
with the related Mortgage Loan Purchase Agreement, promptly forward copies of
such recorded or final documents to the Master Servicer. 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 or a Custodian on its behalf, at the
option of the Trustee, either (i) shall direct the related Mortgage Loan Seller
to prepare or cause to be prepared promptly, pursuant to the related Mortgage
Loan Purchase Agreement, a substitute therefor or cure such defect, as the case
may be, or (ii) shall prepare or cause to be prepared a substitute therefor or
cure such defect, as the case may be, and thereafter the Trustee or a Custodian
on its behalf shall, upon receipt thereof, cause the same to be duly recorded or
filed, as appropriate. If a Mortgage Loan Seller has been so notified and has
not responded within ten (10) Business Days, then the Trustee shall promptly
thereafter also so notify the Master Servicer, the Special Servicer, the Rating
Agencies and the Controlling Class Representative. As regards the reasonable
out-of-pocket costs and expenses incurred by the Trustee or any Custodian on its
behalf in connection with the recording and filing of documents pursuant to this
Section 2.01(e), the Trustee shall seek reimbursement from the related Mortgage
Loan Seller as and to the extent provided in the related Mortgage Loan Purchase
Agreement. The Depositor hereby represents and warrants that the Mortgage Loan
Sellers, pursuant to their respective Mortgage Loan Purchase Agreements, are
contractually obligated to provide the Trustee with a power of attorney to
enable the Trustee to record any loan documents that the Trustee or a Custodian
on its behalf has been unable to record.

         (f) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that it has
contractually obligated the Mortgage Loan Sellers, pursuant to their respective
Mortgage Loan Purchase Agreements, to deliver to and deposit with, or cause to
be delivered to and deposited with, the Master Servicer, on or before the


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<PAGE>   71
Closing Date (or, if any of the following items are not in the actual possession
of a Mortgage Loan Seller, as soon as reasonably practical, but in any event
within 30 days, after the Closing Date): (i) copies of the Mortgage Files for
the respective Mortgage Loans; and (ii) originals or copies of all financial
statements, appraisals, environmental/engineering reports, leases, rent rolls
and tenant estoppels in the possession or under the control of the particular
Mortgage Loan Seller that relate to the Mortgage Loans and, to the extent they
are not required to be a part of a Mortgage File in accordance with the
definition thereof, originals or copies of all documents, certificates and
opinions in the possession or under the control of the particular Mortgage Loan
Seller that were delivered by or on behalf of the related Borrowers in
connection with the origination of the Mortgage Loans and that are necessary for
the ongoing servicing and administration of the Mortgage Loans; and (iii) all
unapplied Reserve Funds and Escrow Payments in the possession or under the
control of the particular Mortgage Loan Seller that relate to the respective
Mortgage Loans, other than those that are to be retained by a sub-servicer or
primary servicer that will continue to act on behalf of the Master Servicer. The
Master Servicer shall hold all such documents, records and funds on behalf of
the Trustee in trust for the benefit of the Certificateholders. The Master
Servicer shall not be liable to the Trust or any parties hereto for the failure
of the Mortgage Loan Seller to deliver any of the above-referenced documents.

         (g) The Depositor shall be responsible for paying the on-going
surveillance fees of the Rating Agencies, which may be in the form of a one time
up-front payment.

         SECTION 2.02. Acceptance of Mortgage Assets by Trustee.

         (a) Subject to the other provisions in this Section 2.02, the Trustee,
by its execution and delivery of this Agreement, hereby accepts receipt on
behalf of the Trust, directly or through a Custodian on its behalf, of (i) the
Mortgage Loans and all documents delivered to it that constitute portions of the
related Mortgage Files, (ii) the Loan REMIC Interests and the Loan REMIC
Declarations, and (iii) all other assets delivered to it and included in the
Trust Fund, 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 any
other documents received by it that constitute portions of the Mortgage Files,
and that it holds and will hold the Mortgage Loans, the Loan REMIC Interests and
such other assets, together with any other assets subsequently delivered to it
that are to be included in the Trust Fund, in trust for the exclusive use and
benefit of all present and future Certificateholders. The Trustee or such
Custodian shall hold any Letter of Credit in a custodial capacity only and shall
have no obligation to maintain, extend the term of, enforce or otherwise pursue
any rights under such Letter of Credit. In connection with the foregoing, the
Trustee hereby certifies to each of the other parties hereto, the Mortgage Loan
Sellers, and the Controlling Class Representative that, as to each Mortgage
Loan, except as specifically identified in the Schedule of Exceptions to
Mortgage File Delivery attached hereto as Exhibit B-2, (i) the original Mortgage
Note specified in clause (i) of the definition of "Mortgage File" and all
allonges thereto, if any (or, a copy of such Mortgage Note, together with a
"lost note affidavit" certifying that the original of such Mortgage Note has
been lost), are in its possession or the possession of a Custodian on its
behalf, (ii) if such Mortgage Loan is identified on Exhibit B-1E, the original
or a copy of the Loan REMIC Declaration specified in clause (xiii) of the
definition of "Mortgage File" is in its possession or the possession of a
Custodian on its behalf, and (iii) such Mortgage Note (or copy thereof) and, if
applicable, such Loan REMIC Declaration have been reviewed by it or by such
Custodian on its behalf and each (A) appears regular on its face (in the case of
such Mortgage Note, handwritten


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<PAGE>   72
additions, changes or corrections shall not constitute irregularities if
initialed by the related Borrower), (B) appears to have been executed and (C)
purports to relate to such Mortgage Loan.

         (b) On or about the 60th day following the Closing Date (and, if any
exceptions are noted or if the recordation/filing contemplated by Section
2.01(e) has not been completed (based solely on receipt by the Trustee or a
Custodian on its behalf of the particular documents showing evidence of the
recordation/filing), every 90 days thereafter until the earliest of (i) the date
on which such exceptions are eliminated and such recordation/filing has been
completed, (ii) the second anniversary of the Closing Date and (iii) the date on
which all the affected Mortgage Loans are removed from the Trust Fund), the
Trustee or a Custodian on its behalf shall review the documents delivered to it
or such Custodian with respect to each Mortgage Loan, and the Trustee or a
Custodian on its behalf shall, subject to Sections 1.04, 2.02(c) and 2.02(d),
certify in writing (substantially in the form of Exhibit B-3) to each of the
other parties hereto, the Mortgage Loan Sellers and the Controlling Class
Representative that, as to each Mortgage Loan then subject to this Agreement
(except as specifically identified in any exception report annexed to such
certification): (i) the original Mortgage Note specified in clause (i) of the
definition of "Mortgage File" and all allonges thereto, if any (or a copy of
such Mortgage Note, together with a "lost note affidavit" certifying that the
original of such Mortgage Note has been lost), the original or a copy of each
document specified in clauses (ii) and (iv) of the definition of "Mortgage
File", the original or a copy of the policy of title insurance specified in
clause (vii) of the definition of "Mortgage File", originals or copies of any
documents specified in clauses (iii) and (v) of the definition of "Mortgage
File" (to the extent that the Trustee has actual knowledge that such documents
exist), the original or a copy of each document specified in clause (viii) of
the definition of "Mortgage File" (without regard to the parenthetical) and, in
the case of each Mortgage Loan identified on Exhibit B-1E, the original or a
copy of the Loan REMIC Declaration specified in clause (xii) of the definition
of "Mortgage File", has been delivered to it or to a Custodian on its behalf;
(ii) if such report is more than 180 days after the Closing Date, the
recordation/filing contemplated by Section 2.01(e) has been completed (based
solely on receipt by the Trustee or a Custodian on its behalf of the particular
recorded/filed documents); (iii) all documents received by it or any Custodian
with respect to such Mortgage Loan have been reviewed by it or by such Custodian
on its behalf and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the
related Borrower), (B) appear to have been executed and (C) purport to relate to
such Mortgage Loan; and (iv) based on the examinations referred to in Section
2.02(a) above and this Section 2.02(b) and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the
items specified in clauses (ii)(A) (other than the zip code), (iii)(A) and
(vi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects the
information set forth in the Mortgage File. The Trustee, upon request, shall
distribute current exception reports to any party to this Agreement, the Rating
Agencies or the Certificateholders for as long as there are exceptions
outstanding.

         (c) 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, binding, enforceable, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Furthermore, none of the Trustee, the Master Servicer, the Special
Servicer or any Custodian shall have any responsibility for determining whether
the text of any assignment or endorsement is in


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<PAGE>   73
proper or recordable form, whether the requisite recording of any document is in
accordance with the requirements of any applicable jurisdiction, or whether a
blanket assignment is permitted in any applicable jurisdiction.

         (d) In performing the reviews contemplated by subsections (a) and (b)
above, the Trustee or a Custodian on its behalf may conclusively rely on the
related Mortgage Loan Seller as to the purported genuineness of any such
document and any signature thereon. It is understood that the scope of the
Trustee's and any Custodian's review of the Mortgage Files is limited solely to
confirming that the documents specified in clauses (i), (ii), (iii) (to the
extent that the Trustee has actual knowledge that such documents exist), (iv),
(v) (to the extent that the Trustee has actual knowledge that such documents
exist), (vii), (viii) and (xii) of the definition of "Mortgage File" have been
received and such additional information as will be necessary for making and/or
delivering the certifications required by subsections (a) and (b) above.
Further, with respect to UCC filings, absent actual knowledge or copies of UCC
filings in the Mortgage File indicating otherwise, the Trustee shall assume for
purposes of the certifications delivered pursuant to this Section 2.02, that one
state level UCC filing and one county level UCC filing was made for each
Mortgaged Property operated as a healthcare or hospitality property.

         SECTION 2.03. Certain Repurchases of Mortgage Loans by the Originators.

         (a) If any party hereto discovers, or receives notice from a non-party
of, a Document Defect or Breach, then such party shall give prompt written
notice thereof to the other parties hereto, including (unless it is the party
that discovered the Document Defect or Breach) the Trustee. Upon the Trustee's
discovery or receipt of notice of any such Document Defect or Breach, the
Trustee shall notify the Master Servicer, the Custodian, the Controlling Class
Representative, the Rating Agencies and the related Mortgage Loan Seller.

         (b) Promptly upon its becoming aware of or receiving notice of any
Material Document Defect or Material Breach with respect to any Mortgage Loan,
the Trustee shall direct the related Mortgage Loan Seller that such Mortgage
Loan Seller must, not later than 90 days from the receipt by such Mortgage Loan
Seller of such notice, cure such Material Document Defect or Material Breach, as
the case may be, in all material respects or repurchase the affected Mortgage
Loan (as, if and to the extent required by the related Mortgage Loan Purchase
Agreement) at the applicable Purchase Price; provided that if (i) any such
Material Breach or Material Document Defect does not affect whether the affected
Mortgage Loan was, is or will continue to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code, (ii) such Material Breach or Material
Document Defect, as the case may be, is capable of being cured but not within
such 90-day period, (iii) the related Mortgage Loan Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Document
Defect, as the case may be, within such 90-day period, and (iv) the related
Mortgage Loan Seller shall have delivered to the Trustee a certification
executed on behalf of such Mortgage Loan Seller by an officer thereof (A)
setting forth the reason that such Material Breach or Material Document Defect,
as the case may be, is not capable of being cured within an initial 90-day
period, (B) specifying what actions such Mortgage Loan Seller is pursuing in
connection with the cure thereof and (C) stating that such Mortgage Loan Seller
anticipates that such Material Breach or Material Document Defect, as the case
may be, will be cured within an additional period not to exceed 90 more days (a
copy of which certification shall be delivered by the Trustee to the Master
Servicer, the Special Servicer and the


                                       66
<PAGE>   74
Controlling Class Representative), then such Mortgage Loan Seller shall have an
additional 90 days to complete such cure (or, if it fails to complete such cure,
to repurchase the affected Mortgage Loan). If any Mortgage Loan is to be
repurchased as contemplated by this Section 2.03, the Trustee shall designate
the Collection Account as the account to which funds in the amount of the
applicable Purchase Price are to be wired, and the Master Servicer shall
promptly notify the Trustee and Certificate Administrator when such deposit is
made. Any such repurchase of a Mortgage Loan shall be on a whole loan, servicing
released basis (subject to any rights of a Designated Sub-Servicer to continue
to primary service (or to perform select servicing duties with respect to) the
Deleted Mortgage Loan as set forth in any applicable Designated Sub-Servicer
Agreement).

         If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by or on behalf of a Mortgage
Loan Seller as contemplated by this Section 2.03, then, prior to the subject
repurchase, the Master Servicer shall use reasonable efforts, subject to the
terms of the related Mortgage Loans, to prepare and, to the extent necessary and
appropriate, have executed by the related Borrower and record, such
documentation as may be necessary to terminate the cross-collateralization
between the Mortgage Loans in such Cross-Collateralized Group that are to be
repurchased, on the one hand, and the remaining Mortgage Loans therein, on the
other hand, such that those two groups of Mortgage Loans are each secured only
by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly
corresponding thereto; provided that no such termination shall be effected
unless and until the Master Servicer and the Trustee have received from the
related Mortgage Loan Seller (i) an Opinion of Counsel addressed to the Trustee
to the effect that such termination will not cause an Adverse REMIC Event to
occur with respect to any REMIC Pool or an Adverse Grantor Trust Event with
respect to any Grantor Trust Pool and (ii) written confirmation from each Rating
Agency that such termination will not cause an Adverse Rating Event to occur
with respect to any Class of Rated Certificates; and provided, further, that the
related Mortgage Loan Seller may, at its option, repurchase the entire
Cross-Collateralized Group without termination of the cross-collateralization.
To the extent necessary and appropriate, the Trustee shall execute (or, subject
to Section 3.10, provide the Master Servicer with a limited power of attorney
that enables the Master Servicer to execute) the loan documentation referred to
in the prior sentence; provided that the Trustee shall not be liable for any
misuse of any such power of attorney by the Master Servicer. The Master Servicer
shall advance all costs and expenses incurred by the Trustee and the Master
Servicer pursuant to this paragraph, and such advances shall (i) constitute and
be reimbursable as Servicing Advances and (ii) be included in the calculation of
Purchase Price for the Mortgage Loan(s) to be repurchased. Neither the Master
Servicer nor the Special Servicer shall be liable to any Certificateholder or
any other party hereto if the cross-collateralization of any
Cross-Collateralized Group cannot be terminated as contemplated by this
paragraph for any reason beyond the control of the Master Servicer or Special
Servicer, as the case may be. If the cross-collateralization of any
Cross-Collateralized Group cannot be terminated as contemplated by this
paragraph, then, for purposes of this Section 2.03 and the related Mortgage Loan
Purchase Agreement, including for purposes of (i) determining whether any Breach
or Document Defect is a Material Breach or Material Document Defect, as the case
may be, and (ii) the application of remedies, such Cross-Collateralized Group
shall be treated as a single Mortgage Loan.

         In connection with any repurchase of any of the Mortgage Loans listed
on Exhibit B-1E pursuant to or as contemplated by this Section 2.03(b), the Tax
Administrator shall


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<PAGE>   75
effect a "qualified liquidation" of the related Loan REMIC in accordance with
the REMIC Provisions.

         If any Mortgage Loan is to be repurchased as contemplated by this
Section 2.03, the Trustee shall direct the related Mortgage Loan Seller to amend
the Mortgage Loan Schedule to reflect the removal of the Deleted Mortgage Loan
and deliver the same to the Certificate Administrator. Upon the Certificate
Administrator's receipt from the Mortgage Loan Seller of such amended Mortgage
Loan Schedule, the Certificate Administrator shall deliver or cause the delivery
of such amended Mortgage Loan Schedule to the respective parties hereto and to
the Controlling Class Representative.

         In the case of a Material Document Defect or Material Breach affecting
an AMCC Mortgage Loan, all references in this Section 2.03(b) to "Mortgage Loan
Seller" shall be deemed to also be references to ABC (but only if and to the
extent that ABC would, pursuant to the ABC Support Letter, be liable for those
obligations of AMCC as a Mortgage Loan Seller under the AMCC Mortgage Loan
Purchase Agreement that are contemplated above in this Section 2.03(b)).

         (c) Upon receipt of an Officer's Certificate from the Master Servicer
to the effect that the full amount of the Purchase Price for any Mortgage Loan
repurchased by or on behalf of a Mortgage Loan Seller as contemplated by this
Section 2.03 has been deposited in the Collection Account, the Trustee shall (i)
release or cause the release of the Mortgage File and any Additional Collateral
held by or on behalf of the Trustee for the Deleted Mortgage Loan to the party
effecting the repurchase or its designee and (ii) execute and deliver such
instruments of release, transfer and/or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the
party effecting the repurchase or its designee the ownership of the Deleted
Mortgage Loan, and the Master Servicer shall notify the applicable Borrower(s)
of the transfers of the Deleted Mortgage Loan(s). In connection with any such
repurchase by or on behalf of a Mortgage Loan Seller, each of the Master
Servicer and the Special Servicer shall deliver to the party effecting the
repurchase or its designee any portion of the related Servicing File, together
with any Escrow Payments, Reserve Funds and Additional Collateral, held by or on
behalf of the Master Servicer or the Special Servicer, as the case may be, with
respect to the Deleted Mortgage Loan, in each case at the expense of the party
effecting the repurchase.

         (d) The Mortgage Loan Purchase Agreements (and, in the case of an AMCC
Mortgage Loan, the ABC Support Letter) provide the sole remedies available to
the Certificateholders, or the Trustee on their behalf, respecting any Breach or
Document Defect. If any Mortgage Loan Seller defaults on its obligations to
repurchase any Mortgage Loan as contemplated by this Section 2.03, the Master
Servicer shall promptly notify the Trustee, and the Trustee shall notify the
Certificateholders. Thereafter, the Trustee shall take such actions on behalf of
the Trust with respect to the enforcement of such repurchase obligations,
including the institution and prosecution of appropriate legal proceedings, as
the Trustee shall determine are in the best interests of the Certificateholders
(taken as a collective whole).

         (e) The Trustee, the Custodian, the Master Servicer and the Special
Servicer, as the case may be, shall be reimbursed for the reasonable
out-of-pocket expenses, including reasonable attorneys' fees and expenses
related to their obligations set forth in this Section 2.03: first, from a
specific recovery of costs, expenses or attorneys' fees against the applicable
Mortgage


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<PAGE>   76
Loan Seller (or, if applicable, ABC) ordered or awarded pursuant to an
adjudication; second, out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of
any enforcement action it is determined that the amounts described in clauses
first and second are insufficient, then out of general collections on the
Mortgage Loans on deposit in the Collection Account.

         SECTION 2.04. Representations and Warranties of the Depositor.

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

         (i) The Depositor is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Delaware and the
     Depositor's principal place of business and its chief executive office is
     located in the State of New York.

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

         (iii) The Depositor has the full power and authority to own its
     properties, to conduct its business as presently conducted by it and to
     enter into and consummate all transactions involving the Depositor
     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, performance under and compliance with 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
     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) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Depositor of the transactions contemplated herein,
     except (A) for those consents, approvals, authorizations or


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<PAGE>   77
     orders that previously have been obtained, (B) such as may be required
     under the blue sky laws of any jurisdiction in connection with the purchase
     and sale of the Certificates by the Underwriters, and (C) any recordation
     of the assignments of Mortgage Loan documents to the Trustee pursuant to
     Section 2.01(e), which has not yet been completed.

         (vii) The Depositor's 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.

         (viii) The Depositor is not transferring the Mortgage Loans to the
     Trustee with any intent to hinder, delay or defraud its present or future
     creditors. In connection with its transfer of the Mortgage Loans hereunder,
     the Depositor will receive new value and consideration constituting at
     least reasonably equivalent value and fair consideration for the assets
     transferred.

         (ix) The Depositor has been solvent at all relevant times prior to, and
     will not be rendered insolvent by, its transfer of the Mortgage Loans to
     the Trustee pursuant to Section 2.01(b).

         (x) After giving effect to its transfer of the Mortgage Loans to the
     Trustee pursuant to Section 2.01(b), the value of the Depositor's assets,
     either taken at their present fair saleable value or at fair valuation,
     will exceed the amount of the Depositor's debts and obligations, including
     contingent and unliquidated debts and obligations of the Depositor, and the
     Depositor will not be left with unreasonably small assets or capital with
     which to engage in and conduct its business, and such transfer will not
     render the Depositor insolvent.

         (xi) The Depositor does not intend to, and does not believe that it
     will, incur debts or obligations beyond its ability to pay such debts and
     obligations as they mature.

         (xii) No proceedings looking toward merger, liquidation, dissolution or
     bankruptcy of the Depositor are pending or contemplated.

         (xiii) 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 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. The execution, delivery and performance of this Agreement by
     the Depositor constitutes bona fide and arm's-length transactions and are
     undertaken in the ordinary course of business of the Depositor.

         (xiv) Assuming the accuracy of the representations and warranties of
     the Mortgage Loan Sellers set forth in their respective Mortgage Loan
     Purchase Agreements, immediately prior to the transfer of the Mortgage
     Loans to the Trustee for the benefit of the Certificateholders pursuant to
     this Agreement, the Depositor had good and marketable title to, and was the
     sole owner and holder of, each Mortgage Loan, and the Depositor has full
     right and authority to sell, assign and transfer the Mortgage Loans.


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<PAGE>   78
         (xv) The Depositor is transferring the Mortgage Loans to the Trustee
     for the benefit of the Certificateholders free and clear of any and all
     liens, pledges, charges and security interests created by or through the
     Depositor.

         (xvi) Except for any actions that are the express responsibility of
     another party hereunder or under the Mortgage Loan Purchase Agreements, and
     further except for actions that the Depositor is expressly permitted to
     complete subsequent to the Closing Date, the Depositor has taken all
     actions required under applicable law to effectuate the transfer of the
     Mortgage Loans by the Depositor to the Trustee.

         (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 remains in existence. Upon discovery by any party hereto of
any breach of any of the foregoing representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto and the Controlling Class Representative.

         SECTION 2.05. Representations and Warranties of the Master Servicer.

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

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

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

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

         (iv) This Agreement, assuming due authorization, execution and delivery
     by each of the other parties hereto, constitutes a valid, legal and binding
     obligation of the Master Servicer, enforceable against the Master Servicer
     in accordance with the terms hereof, subject to (A) applicable bankruptcy,
     insolvency, reorganization, receivership, moratorium and other laws
     affecting the enforcement of creditors' rights generally, and (B) general


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<PAGE>   79
     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, performance under and compliance with 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 reasonable judgment, is likely to affect materially and
     adversely either the ability of the Master Servicer to perform its
     obligations under this Agreement or the financial condition of the Master
     Servicer.

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

         (vii) The Master Servicer has errors and omissions insurance in the
     amounts and with the coverage required by Section 3.07(d).

         (viii) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Master Servicer of the transactions contemplated
     herein, except for those consents, approvals, authorizations or orders that
     previously have been obtained and except where the lack of such consent,
     approval, authorization or order would not have a material adverse effect
     on the ability of the Master Servicer to perform its obligations under this
     Agreement.

         (b) The representations and warranties of the Master Servicer set forth
in Section 2.05(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust remains in existence. Upon discovery by any party
hereto of a breach of such foregoing representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto and the Controlling Class Representative.

         (c) Any successor Master Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 2.05(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 2.05(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

         SECTION 2.06. Representations and Warranties of the Special Servicer.

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


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         (i) The Special Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Florida, 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 ensure the
     enforceability of each Mortgage Loan and to perform its obligations under
     this Agreement.

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

         (iii) The Special Servicer has the full power and authority to enter
     into and consummate all transactions involving the Special Servicer
     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, performance under 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 reasonable judgment, is likely to affect materially
     and adversely either the ability of the Special Servicer to perform its
     obligations under this Agreement or the financial condition of the Special
     Servicer.

         (vi) No litigation is pending or, to the best of the Special Servicer's
     knowledge, threatened against the Special Servicer, the outcome of which,
     in the Special Servicer's reasonable judgement, would prohibit the Special
     Servicer from entering into this Agreement or, in the Special Servicer's
     reasonable judgment, could reasonably be expected 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) The Special Servicer has errors and omissions insurance in the
     amounts and with the coverage required by Section 3.07(d).

         (viii) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Special Servicer of


                                       73
<PAGE>   81
     the transactions contemplated herein, except for those consents, approvals,
     authorizations or orders that previously have been obtained and except
     where the lack of such consent, approval, authorization or order would not
     have a material adverse effect on the ability of the Special Servicer to
     perform its obligations under this Agreement.

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

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

         SECTION 2.07. Representations and Warranties of the Trustee.

         (a) The Trustee hereby represents and warrants to, and covenants with,
each of the other parties hereto and for the benefit of the Certificateholders,
as of the Closing Date, that:

         (i) The Trustee is duly organized and validly existing as a national
     banking association under the laws of the United States and is, shall be
     or, if necessary, shall appoint a co-trustee that is, in compliance with
     the laws of each State in which any Mortgaged Property is located to the
     extent necessary to ensure the enforceability of each Mortgage Loan
     (insofar as such enforceability is dependent upon compliance by the Trustee
     with such laws) and to perform its obligations under this Agreement.

         (ii) The Trustee's execution and delivery of, performance under and
     compliance with this Agreement, 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, which default or
     breach, in the reasonable judgment of the Trustee is likely to affect
     materially and adversely either the ability of the Trustee to perform its
     obligations under this Agreement or the financial condition of the Trustee.

         (iii) The Trustee has the requisite 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 Trustee, enforceable against the Trustee in accordance
     with the terms hereof, subject to (A)


                                       74
<PAGE>   82
     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, performance under and compliance with 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
     reasonable judgment, is likely to affect materially and adversely either
     the ability of the Trustee to perform its obligations under this Agreement
     or the financial condition of the Trustee.

         (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Trustee of the transactions contemplated herein, except
     for those consents, approvals, authorizations or orders that previously
     have been obtained.

         (vii) 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 that, in the Trustee's reasonable judgment, is likely to materially and
     adversely affect either the ability of the Trustee to perform its
     obligations under this Agreement or the financial condition of the Trustee.

         (viii) The Trustee is eligible to act as trustee hereunder in
     accordance with Section 8.06.

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

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

         SECTION 2.08. Representations and Warranties of LaSalle as Certificate
                       Administrator and Tax Administrator.

         (a) LaSalle, in its capacity as Certificate Administrator and Tax
Administrator, hereby represents and warrants to, and covenants with, each of
the other parties hereto and for the benefit of the Certificateholders, as of
the Closing Date, that:


                                       75
<PAGE>   83
         (i) LaSalle is duly organized and validly existing as a national
     banking association under the laws of the United States and is, or shall
     be, in compliance with the laws of each State in which any Mortgaged
     Property is located to the extent necessary to ensure the enforceability of
     each Mortgage Loan (insofar as such enforceability is dependent upon
     compliance by LaSalle with such laws) and to perform its obligations under
     this Agreement.

         (ii) LaSalle's execution and delivery of, performance under and
     compliance with this Agreement, will not violate LaSalle'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, which default or breach, in
     the reasonable judgment of LaSalle is likely to affect materially and
     adversely either the ability of LaSalle to perform its obligations under
     this Agreement or the financial condition of LaSalle.

         (iii) LaSalle has the requisite 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 LaSalle, enforceable against LaSalle 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 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) LaSalle is not in violation of, and its execution and delivery of,
     performance under and compliance with 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 LaSalle's reasonable judgment, is
     likely to affect materially and adversely either the ability of LaSalle to
     perform its obligations under this Agreement or the financial condition of
     LaSalle.

         (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by LaSalle of the transactions contemplated herein, except for
     those consents, approvals, authorizations or orders that previously have
     been obtained.

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

         (viii) LaSalle is eligible to act as certificate administrator and tax
     administrator hereunder in accordance with Section 8.06.


                                       76
<PAGE>   84
         (ix) LaSalle's acting hereunder as certificate administrator or tax
     administrator will not render the Underwriter Exemption unavailable to
     Certificateholders and/or Certificate Owners that desire to transfer their
     Investment Grade Certificates or interests therein to Plans.

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

         (c) Any successor to LaSalle as Certificate Administrator and/or Tax
Administrator shall be deemed to have made, as of the date of its succession,
each of the representations and warranties set forth in Section 2.09(a), subject
to such appropriate modifications to the representation and warranty set forth
in Section 2.09(a)(i) to accurately reflect such successor's jurisdiction of
organization and whether it is a corporation, partnership, bank, association or
other type of organization.

         SECTION 2.09. Designation of the Certificates.

         (a) The Certificates shall consist of 18 Classes hereby designated as
the "Class X Certificates", the "Class A-1 Certificates", the "Class A-2
Certificates", the "Class B Certificates", the "Class C Certificates", the
"Class D Certificates", the "Class E Certificates", the "Class F Certificates",
the "Class G Certificates", the "Class H Certificates", the "Class J
Certificates", the "Class K Certificates", the "Class L Certificates, the "Class
M Certificates", the "Class N Certificates", the "Class P Certificates", the
"Class Y Certificates" and the "Class R Certificates", respectively.

         (b) The Class A-1 and Class A-2 Certificates are collectively
designated as the "Class A Certificates".

         (c) The Class X, Class A-1 and Class A-2 Certificates are collectively
designated as the "Senior Certificates".

         (d) The Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P and Class R Certificates
are collectively designated as the "Subordinate Certificates".

         (e) The Class A, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N and Class P Certificates
are collectively designated as the "Principal Balance Certificates".

         (f) 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 P Certificates are
collectively designated as the "Subordinate Principal Balance Certificates".


                                       77
<PAGE>   85
         (g) The Class X Certificates are also designated as the "Interest Only
Certificates".

         (h) The Interest Only Certificates and the Principal Balance
Certificates are collectively designated as the "REMIC III Regular Interest
Certificates".

         (i) The Class A, Class B, Class C, Class D, Class E, Class F and Class
G Certificates are collectively designated as the "Yield Maintenance
Certificates".

         SECTION 2.10. Creation of REMIC I; Issuance of the REMIC I Regular
                       Interests and the REMIC I Residual Interest; Certain
                       Matters Involving REMIC I and the Loan REMICs.

         (a) It is the intention of the parties hereto that the following
segregated pool of assets constitute a REMIC for federal income tax purposes
and, further, that such segregated pool of assets be designated as "REMIC I":
(i) the Mortgage Loans that are from time to time subject to this Agreement
(other than those Mortgage Loans that are, in each case, held by a Loan REMIC),
together with (A) all payments under and proceeds of such Mortgage Loans
received after the Closing Date (other than scheduled payments of interest and
principal due on or before the Cut-off Date, and exclusive of any amounts that
constitute Post-ARD Additional Interest collected in respect of the ARD Loans
after their respective Anticipated Repayment Dates and exclusive of Excess
Servicing Fees), (B) all Principal Prepayments and corresponding interest
payments on the Mortgage Loans received after the Cut-off Date through and
including the Closing Date, and (C) all documents included in the related
Mortgage Files and Servicing Files and any related Additional Collateral; (ii)
any REO Property acquired in respect of a Mortgage Loan (other than a Mortgage
Loan that had been held by a Loan REMIC); (iii) such funds and assets as from
time to time are deposited in the Collection Account, the Distribution Account,
the Interest Reserve Account, the Gain on Sale Reserve Fund and, if established,
the REO Account (exclusive of any amounts that constitute Post-ARD Additional
Interest collected in respect of the ARD Loans after their respective
Anticipated Repayment Dates and exclusive of Excess Servicing Fees); (iv) the
rights of the Depositor under each Mortgage Loan Purchase Agreement; (v) the
rights of the Depositor and the Trustee under the ABC Support Letter; and (vi)
the Loan REMIC Regular Interests and all payments under and proceeds of such
Loan REMIC Regular Interest received after the Closing Date. The Closing Date is
hereby designated as the "Startup Day" of REMIC I, within the meaning of Section
860G(a)(9) of the Code.

         A Loan REMIC Declaration has been made with respect to each of the
Mortgage Loans listed on Exhibit B-1E hereto. In the case of each such Mortgage
Loan, the related Loan REMIC will include such Mortgage Loan and any REO
Property acquired in respect of such Mortgage Loan. The "Startup Day" for each
Loan REMIC, within the meaning of Section 860G(a)(9) of the Code, is designated
in the related Loan REMIC Declaration.

         (b) Concurrently with the assignment of the Mortgage Loans (or, in the
case of each of the Mortgage Loans listed on Exhibit B-1E hereto, the related
Loan REMIC Regular Interests) and certain related assets to the Trustee pursuant
to Section 2.01(b) and in exchange therefor, the REMIC I Regular Interests and
the REMIC I Residual Interest shall be issued. A separate REMIC I Regular
Interest shall be issued with respect to each Mortgage Loan and Loan


                                       78
<PAGE>   86
REMIC Regular Interest that is an asset of REMIC I. For purposes of this
Agreement, each REMIC I Regular Interest shall relate to the Mortgage Loan with
respect to which it was issued (or, if applicable, to the Loan REMIC Regular
Interest with respect to which it was issued and also to the corresponding
Mortgage Loan) and to each REO Mortgage Loan deemed outstanding with respect to
any REO Property acquired in respect of any such Mortgage Loan. Neither the
REMIC I Residual Interest nor any of the REMIC I Regular Interests shall be
certificated. The REMIC I Regular Interests and the REMIC I Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC I.

         (c) The REMIC I Regular Interests shall constitute the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the REMIC
I Residual Interest shall constitute the sole "residual interest" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC I. Each Loan REMIC Regular
Interest shall constitute the "regular interest" (within the meaning of Section
860G(a)(1) of the Code), and each Loan REMIC Residual Interest shall constitute
the sole "residual interest" (within the meaning of Section 860G(a)(2) of the
Code), in the related Loan REMIC. None of the parties hereto, to the extent it
is within the control thereof, shall create or permit the creation of any other
"interests" in REMIC I or any Loan REMIC (within the meaning of Treasury
regulation section 1.860D-1(b)(1)).

         (d) The designation for each REMIC I Regular Interest shall be the
identification number for the related Mortgage Loan set forth in the Mortgage
Loan Schedule.

         (e) Each REMIC I Regular Interest shall have an Uncertificated
Principal Balance. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall equal the Cut-off Date Principal Balance
of the related Mortgage Loan (as specified in the Mortgage Loan Schedule). On
each Distribution Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall be permanently reduced by any distributions of principal
deemed made with respect to such REMIC I Regular Interest on such Distribution
Date pursuant to Section 4.01(l) and, further, by any Unfunded Principal Balance
Reduction made with respect to such REMIC I Regular Interest on such
Distribution Date pursuant to Section 4.04(c). Except as provided in the
preceding sentence, the Uncertificated Principal Balance of each REMIC I Regular
Interest shall not otherwise be increased or reduced. Deemed distributions to
REMIC II in reimbursement of Unfunded Principal Balance Reductions with respect
to a REMIC I Regular Interest shall not constitute deemed distributions of
principal and shall not result in any reduction of the Uncertificated Principal
Balance of such REMIC I Regular Interest.

         (f) Each REMIC I Regular Interest shall have a REMIC I Remittance Rate.
The REMIC I Remittance Rate with respect to any particular REMIC I Regular
Interest for any Interest Accrual Period shall be calculated as follows:

         (i) if, as of the Closing Date, the related Mortgage Loan bears or
     bore, as the case may be, interest calculated on a 30/360 Basis, then the
     REMIC I Remittance Rate with respect to the subject REMIC I Regular
     Interest for any Interest Accrual Period shall equal the Net Mortgage Rate
     in effect for the related Mortgage Loan as of the Closing Date; and

         (ii) if, as of the Closing Date, the related Mortgage Loan bears or
     bore, as the case may be, interest calculated on an Actual/360 Basis, then
     the REMIC I Remittance Rate


                                       79
<PAGE>   87
     with respect to the subject REMIC I Regular Interest for any Interest
     Accrual Period shall (subject to adjustment as provided below) equal the
     product of (A) a fraction (expressed as a percentage), the numerator of
     which is the number of days in such Interest Accrual Period, and the
     denominator of which is 30, multiplied by (B) the Net Mortgage Rate in
     effect for the related Mortgage Loan as of the Closing Date; provided that,
     in the case of a REMIC I Regular Interest that corresponds to an Interest
     Reserve Loan, if the subject Interest Accrual Period occurs during January
     2001 or during January of any year thereafter or during December 2000 or
     during December of any year thereafter that does not immediately precede a
     leap year, the REMIC I Remittance Rate with respect to such REMIC I Regular
     Interest for such Interest Accrual Period shall equal (M) the REMIC I
     Remittance Rate with respect to such REMIC I Regular Interest for such
     Interest Accrual Period, as calculated without regard to this proviso,
     minus (N) a fraction (expressed as a percentage), the numerator of which is
     equal to 12 times the related Interest Reserve Amount that is to be
     transferred from the Distribution Account to the Interest Reserve Account
     in the following calendar month in accordance with Section 3.04(c), and the
     denominator of which is equal to the Uncertificated Principal Balance of
     such REMIC I Regular Interest outstanding immediately prior to the related
     Distribution Date; and, provided, further, that, in the case of a REMIC I
     Regular Interest that corresponds to an Interest Reserve Loan, if the
     subject Interest Accrual Period occurs during February of any year, the
     REMIC I Remittance Rate with respect to such REMIC I Regular Interest for
     such Interest Accrual Period shall equal (S) the REMIC I Remittance Rate
     with respect to such REMIC I Regular Interest for such Interest Accrual
     Period, as calculated without regard to this proviso, plus (T) a fraction
     (expressed as a percentage), the numerator of which is equal to 12 times
     any related Interest Reserve Amount(s) to be transferred from the Interest
     Reserve Account to the Distribution Account pursuant to Section 3.05(c) for
     distribution on the related Distribution Date, and the denominator of which
     is equal to the Uncertificated Principal Balance of such REMIC I Regular
     Interest outstanding immediately prior to the related Distribution Date.

         (g) Each REMIC I Regular Interest shall bear interest, and such
interest shall commence accruing on the Cut-off Date. In the case of each REMIC
I Regular Interest, such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, shall accrue at the REMIC I Remittance Rate
with respect to such REMIC I Regular Interest for such Interest Accrual Period
on the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date. The total amount
of such interest accrued with respect to each REMIC I Regular Interest during
each Interest Accrual Period (herein referred to as the "Interest Accrual
Amount" with respect to such REMIC I Regular Interest for such Interest Accrual
Period) shall equal 1/12 of the product of (i) the REMIC I Remittance Rate with
respect to such REMIC I Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such REMIC I Regular
Interest outstanding immediately prior to the related Distribution Date. The
portion of the Interest Accrual Amount with respect to any REMIC I Regular
Interest for any Interest Accrual Period that shall be distributable to REMIC
II, as the holder of such REMIC I Regular Interest, on the related Distribution
Date pursuant to Section 4.01(l), shall be an amount (herein referred to as the
"Current Interest Distribution Amount" with respect to such REMIC I Regular
Interest for the related Distribution Date) equal to (i) the Interest Accrual
Amount with respect to such REMIC I Regular Interest for the related Interest
Accrual Period, reduced (to not less than zero) by (ii) the portion of any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date that is
allocable to such REMIC I Regular Interest. For


                                       80
<PAGE>   88
purposes of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if
any, for each Distribution Date shall be allocated among all the REMIC I Regular
Interests on a pro rata basis in accordance with their respective Interest
Accrual Amounts for the related Interest Accrual Period. If the entire Current
Interest Distribution Amount with respect to any REMIC I Regular Interest for
any Distribution Date is not deemed distributed to REMIC II, as the holder of
such REMIC I Regular Interest, on such Distribution Date pursuant to Section
4.01(l), then the unpaid portion of such Current Interest Distribution Amount
shall be added to, and be payable as part of, the Carryforward Interest
Distribution Amount with respect to such REMIC I Regular Interest for future
Distribution Dates. The "Carryforward Interest Distribution Amount" with respect
to any REMIC I Regular Interest for any Distribution Date is the excess, if any,
of (i) all Current Interest Distribution Amounts with respect to such REMIC I
Regular Interest for all prior Distribution Dates, if any, over (ii) the total
amount of interest deemed distributed to REMIC II with respect to such REMIC I
Regular Interest on all such prior Distribution Dates, if any, pursuant to
Section 4.01(l).

         (h) Solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC I Regular
Interest shall be the Rated Final Distribution Date. The Latest Possible
Maturity Date for each Loan REMIC Regular Interest shall be the Stated Maturity
Date for the related Mortgage Loan.

         (i) Neither the REMIC I Residual Interest nor any Loan REMIC Residual
Interest shall have a principal balance or bear interest.

         SECTION 2.11. Conveyance of REMIC I Regular Interests; Acceptance of
                       REMIC I Regular Interests 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 of its right, title and interest in and to the REMIC I Regular Interests to
the Trustee for the benefit of the REMIC III Regular Interest Certificateholders
and the Class R Certificateholders. The Trustee acknowledges the assignment to
it of the REMIC I Regular Interests and declares that it holds and will hold the
same in trust for the exclusive use and benefit of all present and future REMIC
III Regular Interest Certificateholders and Class R Certificateholders.

         SECTION 2.12. Creation of REMIC II; Issuance of the REMIC II Regular
                       Interests and the REMIC II Residual Interest; Certain
                       Matters Involving REMIC II.

         (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of the REMIC I Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC II". The Closing Date is hereby designated as the "Startup
Day" of REMIC II within the meaning of Section 860G(a)(9) of the Code.

         (b) Concurrently with the assignment of the REMIC I Regular Interests
to the Trustee pursuant to Section 2.11 and in exchange therefor, the REMIC II
Regular Interests and the REMIC II Residual Interest shall be issued. There
shall be 15 separate REMIC II Regular Interests.


                                       81
<PAGE>   89
Neither the REMIC II Residual Interest nor any of the REMIC II Regular Interests
shall be certificated. The REMIC II Regular Interests and the REMIC II Residual
Interest shall collectively constitute the entire beneficial ownership of REMIC
II.

         (c) The REMIC II Regular Interests shall constitute the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the REMIC
II Residual Interest shall constitute the sole "residual interest" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC II. None of the parties
hereto, to the extent it is within the control thereof, shall create or permit
the creation of any other "interests" in REMIC II (within the meaning of
Treasury regulation section 1.860D-1(b)(1)).

         (d) The REMIC II Regular Interests are hereby designated as "REMIC II
Regular Interest A-1", "REMIC II Regular Interest A-2", "REMIC II Regular
Interest B", "REMIC II Regular Interest C", "REMIC II Regular Interest D",
"REMIC II Regular Interest E", "REMIC II Regular Interest F", "REMIC II Regular
Interest G", "REMIC II Regular Interest H", "REMIC II Regular Interest J",
"REMIC II Regular Interest K", "REMIC II Regular Interest L", "REMIC II Regular
Interest M", "REMIC II Regular Interest N" and "REMIC II Regular Interest P",
respectively.

         (e) Each REMIC II Regular Interest shall have an Uncertificated
Principal Balance. The following table sets forth for each REMIC II Regular
Interest the initial Uncertificated Principal Balance thereof:

<TABLE>
<CAPTION>
             DESIGNATION OF                     INITIAL UNCERTIFICATED
       REMIC II REGULAR INTEREST                   PRINCIPAL BALANCE
       -------------------------                   -----------------
<S>                                             <C>
                  A-1                                $ 180,689,000
                  A-2                                $ 523,600,000
                   B                                 $  43,446,000
                   C                                 $  36,586,000
                   D                                 $  13,720,000
                   E                                 $  13,720,000
                   F                                 $  13,720,000
                   G                                 $  13,720,000
                   H                                 $  27,440,000
                   J                                 $   6,860,000
                   K                                 $   5,716,000
                   L                                 $  10,290,000
                   M                                 $   4,574,000
                   N                                 $   3,430,000
                   P                                 $  17,150,060
</TABLE>

         On each Distribution Date, the Uncertificated Principal Balance of each
REMIC II Regular Interest shall be permanently reduced by any distributions of
principal deemed made with respect to such REMIC II Regular Interest on such
Distribution Date pursuant to Section 4.01(k) and, further, by any Unfunded
Principal Balance Reduction made with respect to such REMIC II Regular Interest
on such Distribution Date pursuant to Section 4.04(b). Except as provided in the


                                       82
<PAGE>   90
preceding sentence, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall not otherwise be increased or decreased. Deemed
distributions to REMIC III in reimbursement of Unfunded Principal Balance
Reductions with respect to a REMIC II Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the
Uncertificated Principal Balance of such REMIC II Regular Interest.

         (f) Each REMIC II Regular Interest shall have a REMIC II Remittance
Rate that, with respect to any Interest Accrual Period, shall equal the weighted
average, expressed as a percentage and rounded to eight decimal places, of the
respective REMIC I Remittance Rates in effect for all the REMIC I Regular
Interests for such Interest Accrual Period, weighted on the basis of the
respective Uncertificated Principal Balances of such REMIC I Regular Interests
outstanding immediately prior to the related Distribution Date.

         (g) Each REMIC II Regular Interest shall bear interest, and such
interest shall commence accruing on the Cut-off Date. In the case of each REMIC
II Regular Interest, such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, shall accrue at the REMIC II Remittance
Rate with respect to such REMIC II Regular Interest for such Interest Accrual
Period on the Uncertificated Principal Balance of such REMIC II Regular Interest
outstanding immediately prior to the related Distribution Date. The total amount
of such interest accrued with respect to each REMIC II Regular Interest during
each Interest Accrual Period (herein referred to as the "Interest Accrual
Amount" with respect to such REMIC II Regular Interest for such Interest Accrual
Period) shall equal 1/12 of the product of (i) the REMIC II Remittance Rate with
respect to such REMIC II Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such REMIC II Regular
Interest outstanding immediately prior to the related Distribution Date. The
portion of the Interest Accrual Amount with respect to any REMIC II Regular
Interest for any Interest Accrual Period that shall be distributable to REMIC
III, as the holder of such REMIC II Regular Interest, on the related
Distribution Date pursuant to Section 4.01(k), shall be an amount (herein
referred to as the "Current Interest Distribution Amount" with respect to such
REMIC II Regular Interest for the related Distribution Date) equal to (i) the
Interest Accrual Amount with respect to such REMIC II Regular Interest for the
related Interest Accrual Period, reduced (to not less than zero) by (ii) the
portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date that is allocable to such REMIC II Regular Interest. For purposes of the
foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date shall be allocated among all the REMIC II Regular Interests on
a pro rata basis in accordance with their respective Interest Accrual Amounts
for the related Interest Accrual Period. If the entire Current Interest
Distribution Amount with respect to any REMIC II Regular Interest for any
Distribution Date is not deemed distributed to REMIC III, as the holder of such
REMIC II Regular Interest, on such Distribution Date pursuant to Section
4.01(k), then the unpaid portion of such Current Interest Distribution Amount
shall be added to, and be payable as part of, the Carryforward Interest
Distribution Amount with respect to such REMIC II Regular Interest for future
Distribution Dates. The "Carryforward Interest Distribution Amount" with respect
to any REMIC II Regular Interest for any Distribution Date is the excess, if
any, of (i) all Current Interest Distribution Amounts with respect to such REMIC
II Regular Interest for all prior Distribution Dates, if any, over (ii) the
total amount of interest deemed distributed to REMIC III with respect to such
REMIC II Regular Interest on all such prior Distribution Dates, if any, pursuant
to Section 4.01(k).


                                       83
<PAGE>   91
         (h) Solely for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC II Regular
Interest shall be the Rated Final Distribution Date.

         (i) The REMIC II Residual Interest shall not have a principal balance
and shall not bear interest.

         SECTION 2.13. Conveyance of REMIC II Regular Interests; Acceptance of
                       REMIC II Regular Interests 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 of its right, title and interest in and to the REMIC II Regular Interests to
the Trustee for the benefit of the REMIC III Regular Interest Certificateholders
and the Class R Certificateholders. 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
REMIC III Regular Interest Certificateholders and Class R Certificateholders.

         SECTION 2.14. Creation of REMIC III; Issuance of the REMIC III Regular
                       Interest Certificates and the REMIC III Residual
                       Interest; Certain Matters Involving REMIC III.

         (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of the REMIC II Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC III". The Closing Date is hereby designated as the "Startup
Day" of REMIC III within the meaning of Section 860G(a)(9) of the Code.

         (b) Concurrently with the assignment of the REMIC II Regular Interests
to the Trustee pursuant to Section 2.13 and in exchange therefor, the REMIC III
Residual Interest shall be issued, and the Certificate Registrar shall execute,
authenticate and deliver, to or upon the order of the Depositor, the REMIC III
Regular Interest Certificates in authorized denominations. There shall be 16
Classes of REMIC III Regular Interest Certificates. The REMIC III Residual
Interest shall not be certificated. The interests evidenced by the REMIC III
Regular Interest Certificates, together with the REMIC III Residual Interest,
shall collectively constitute the entire beneficial ownership of REMIC III.

         (c) The respective Classes of the REMIC III Regular Interest
Certificates shall constitute the "regular interests" (within the meaning of
Section 860G(a)(1) of the Code), and the REMIC III Residual Interest shall
constitute the sole "residual interest" (within the meaning of Section
860(G)(a)(2) of the Code), in REMIC III. None of the parties hereto, to the
extent it is within the control thereof, shall create or permit the creation of
any other "interests" in REMIC III (within the meaning of Treasury regulation
section 1.860D-1(b)(1)).

         (d) The designations for the respective classes of the REMIC III
Regular Interest Certificates are specified in Section 2.09.


                                       84
<PAGE>   92
         (e) Each Class of Principal Balance Certificates shall have a Class
Principal Balance. The following table sets forth for each Class of Principal
Balance Certificates the initial Class Principal Balance thereof.

<TABLE>
<CAPTION>
                CLASS                       INITIAL CLASS
             DESIGNATION                  PRINCIPAL BALANCE
             -----------                  -----------------
<S>                                       <C>
              Class A-1                     $ 180,689,000
              Class A-2                     $ 523,600,000
              Class B                       $  43,446,000
              Class C                       $  36,586,000
              Class D                       $  13,720,000
              Class E                       $  13,720,000
              Class F                       $  13,720,000
              Class G                       $  13,720,000
              Class H                       $  27,440,000
              Class J                       $   6,860,000
              Class K                       $   5,716,000
              Class L                       $  10,290,000
              Class M                       $   4,574,000
              Class N                       $   3,430,000
              Class P                       $  17,150,060
</TABLE>

         On each Distribution Date, the Class Principal Balance of each Class of
Principal Balance Certificates shall be permanently reduced by any distributions
of principal made with respect to such Class of Certificates on such
Distribution Date pursuant to Section 4.01(a) or Section 4.01(b), as applicable,
and, further, by any Unfunded Principal Balance Reduction made with respect to
such Class of Certificates on such Distribution Date pursuant to Section
4.04(a). Except as provided in the preceding sentence, the Class Principal
Balance of each Class of Principal Balance Certificates shall not otherwise be
increased or reduced. Distributions to the Holders of any Class of Principal
Balance Certificates in reimbursement of any Unfunded Principal Balance
Reductions with respect to such Class of Certificates shall not constitute
distributions of principal and shall not result in any reduction of the related
Class Principal Balance.

         The Class X Certificates shall not have a principal balance. For
purposes of accruing interest, however, the Class X Certificates shall have a
Class Notional Amount that is, as of any date of determination, equal to the
total of the then Uncertificated Principal Balances of all the REMIC II Regular
Interests.

         (f) Each Class of REMIC III Regular Interest Certificates shall have a
Pass-Through Rate.

         The Pass-Through Rate with respect to each Class of Principal Balance
Certificates for any Interest Accrual Period shall be as follows:

         (i)      in the case of the Class A-1 Certificates, 6.341% per annum;


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         (ii)     in the case of the Class A-2 Certificates, 6.592% per annum;

         (iii)    in the case of the Class B Certificates, the lesser of (A)
                  6.758% per annum and (B) the REMIC II Remittance Rate with
                  respect to REMIC II Regular Interest B for such Interest
                  Accrual Period;

         (iv)     in the case of the Class C Certificates, the lesser of (A)
                  6.906% per annum and (B) the REMIC II Remittance Rate with
                  respect to REMIC II Regular Interest C for such Interest
                  Accrual Period;

         (v)      in the case of the Class D Certificates, the lesser of (A)
                  7.204% per annum and (B) the REMIC II Remittance Rate with
                  respect to REMIC II Regular Interest D for such Interest
                  Accrual Period;

         (vi)     in the case of the Class E Certificates, the lesser of (A)
                  7.517% per annum and (B) the REMIC II Remittance Rate with
                  respect to REMIC II Regular Interest E for such interest
                  Accrual Period;

         (vii)    in the case of the Class F Certificates, the lesser of (A)
                  7.595% per annum and (B) the REMIC II Remittance Rate with
                  respect to REMIC II Regular Interest F for such Interest
                  Accrual Period; and

         (viii)   in the case of the Class G Certificates, the lesser of (A)
                  8.090% per annum and (B) the REMIC II Remittance Rate with
                  respect to REMIC II Regular Interest G for such Interest
                  Accrual Period;

         (ix)     in the case of the Class H Certificates 7.000% per annum;

         (x)      in the case of the Class J Certificates 7.000% per annum;

         (xi)     in the case of the Class K Certificates 7.000% per annum;

         (xii)    in the case of the Class L Certificates 7.000% per annum;

         (xiii)   in the case of the Class M Certificates 7.000% per annum;

         (xiv)    in the case of the Class N Certificates 7.000% per annum;

         (xv)     in the case of the Class P Certificates 7.000% per annum.

         With respect to the Class X Certificates, the related Pass-Through Rate
for each Interest Accrual Period shall be a rate per annum equal to the excess,
if any, of (i) the weighted average of the respective REMIC II Remittance Rates
in effect during such Interest Accrual Period in respect of all of the REMIC II
Regular Interests, over (ii) the weighted average of the respective Adjusted
REMIC II Remittance Rates in effect during such Interest Accrual Period in
respect of all of the REMIC II Regular Interests. For purposes of the foregoing,
the relevant weighting shall be based on the Uncertificated Principal Balance of
each REMIC II Regular Interest immediately prior to the related Distribution
Date.


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         (g) Each Class of REMIC III Regular Interest Certificates shall bear
interest, and such interest shall commence accruing on the Cut-off Date. In the
case of each Class of REMIC III Regular Interest Certificates, such interest
shall be calculated on a 30/360 Basis and, during each Interest Accrual Period,
shall accrue at the Pass-Through Rate with respect to such Class of Certificates
for such Interest Accrual Period on the Class Principal Balance (or, in the case
of the Class X Certificates, the Class Notional Amount) of such Class of
Certificates outstanding immediately prior to the related Distribution Date. The
total amount of such interest accrued with respect to each Class of REMIC III
Regular Interest Certificates during each Interest Accrual Period (herein
referred to as the "Interest Accrual Amount" with respect to such Class of
Certificates for such Interest Accrual Period) shall equal 1/12 of the product
of (i) the Pass-Through Rate with respect to such Class of Certificates for such
Interest Accrual Period, multiplied by (ii) the Class Principal Balance (or, in
the case of the Class X Certificates, the Class Notional Amount) of such Class
of Certificates outstanding immediately prior to the related Distribution Date.
The portion of the Interest Accrual Amount with respect to any Class of REMIC
III Regular Interest Certificates for any Interest Accrual Period that shall be
distributable to the Holders thereof on the related Distribution Date pursuant
to Section 4.01(a) or Section 4.01(b), as applicable, shall be an amount (herein
referred to as the "Current Interest Distribution Amount" with respect to such
Class of Certificates for the related Distribution Date) equal to (i) the
Interest Accrual Amount with respect to such Class of Certificates for the
related Interest Accrual Period, reduced (to not less than zero) by (ii) the
portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date that is allocable to such Class of Certificates. For purposes of the
foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date shall be allocated among all the Classes of REMIC III Regular
Interest Certificates on a pro rata basis in accordance with their respective
Interest Accrual Amounts for the related Interest Accrual Period. If the entire
Current Interest Distribution Amount with respect to any Class of REMIC III
Regular Interest Certificates for any Distribution Date is not distributed to
the Holders thereof on such Distribution Date pursuant to Section 4.01(a) or
Section 4.01(b), as applicable, then the unpaid portion of such Current Interest
Distribution Amount shall be added to, and be payable as part of, the
Carryforward Interest Distribution Amount with respect to such Class of
Certificates for future Distribution Dates. The "Carryforward Interest
Distribution Amount" with respect to any Class of REMIC III Regular Interest
Certificates for any Distribution Date is the excess, if any, of (i) all Current
Interest Distribution Amounts with respect to such Class of Certificates for all
prior Distribution Dates, if any, over (ii) the total amount of interest
distributed to the Holders of such Class of Certificates on all such prior
Distribution Dates, if any, pursuant to Section 4.01(a) or Section 4.01(b), as
applicable.

         (h) Solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each Class of REMIC
III Regular Interest Certificates shall be the Rated Final Distribution Date.

         (i) The REMIC III Residual Interest shall not have a principal balance
and shall not bear interest.


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<PAGE>   95
         SECTION 2.15. Acceptance of Grantor Trusts by Trustee; Issuance of the
                       Class Y and Class R Certificates.

         (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of any collections of Post-ARD Additional Interest received
on the ARD Loans constitute a Grantor Trust for federal income tax purposes and,
further, that such segregated pool of assets be designated as "Grantor Trust Y".
The Trustee, by its execution and delivery hereof, acknowledges the assignment
to it of the assets of Grantor Trust Y and declares that it will hold such
assets in trust for the exclusive use and benefit of all present and future
Holders of the Class Y Certificates. Concurrently with the assignment to it of
the assets included in Grantor Trust Y, the Certificate Registrar shall execute,
authenticate and deliver, to or upon the order of the Depositor, the Class Y
Certificates in authorized denominations evidencing the entire beneficial
ownership of Grantor Trust Y. The rights of the Holders of the Class Y
Certificates to receive distributions from the proceeds of Grantor Trust Y, and
all ownership interests of such Holders in and to such distributions, shall be
as set forth in this Agreement.

         (b) The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse,
all right, title and interest of the Depositor in and to the REMIC I Residual
Interest, the REMIC II Residual Interest, the REMIC III Residual Interest and
the Loan REMIC Residual Interests to the Trustee for the benefit of the Holders
of the Class R Certificates. It is the intention of the parties hereto that the
segregated pool of assets consisting of the REMIC I Residual Interest, the REMIC
II Residual Interest, the REMIC III Residual Interest and the Loan REMIC
Residual Interests constitute a Grantor Trust for federal income tax purposes
and, further, that such segregated pool of assets be designated as "Grantor
Trust R". The Trustee, by its execution and delivery hereof, acknowledges the
assignment to it of the assets of Grantor Trust R and declares that it will hold
such assets in trust for the exclusive use and benefit of all present and future
Holders of the Class R Certificates. Concurrently with the assignment to it of
the assets included in Grantor Trust R, the Certificate Registrar shall execute,
authenticate and deliver, to or upon the order of the Depositor, the Class R
Certificates in authorized denominations evidencing the entire beneficial
ownership of Grantor Trust R. The rights of the Holders of the Class R
Certificates to receive distributions from the proceeds of Grantor Trust R, and
all ownership interests of such Holders in and to such distributions, shall be
as set forth in this Agreement.


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                                  ARTICLE III


                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND


         SECTION 3.01. Administration of the Mortgage Loans.

         (a) Each of the Master Servicer and the Special Servicer shall service
and administer the Mortgage Loans and any REO Properties that it is obligated to
service and administer pursuant to this Agreement, for the benefit of the
Certificateholders (as a collective whole) (as determined by the Master Servicer
or the Special Servicer, as the case may be, in its reasonable judgment), in
accordance with any and all applicable laws, in accordance with the express
terms of this Agreement and the respective Mortgage Loans and, to the extent
consistent with the foregoing, in accordance with the Servicing Standard. The
Master Servicer or Special Servicer, as applicable in accordance with this
Agreement, shall service and administer each Cross-Collateralized Group as a
single Mortgage Loan as and when necessary and appropriate consistent with the
Servicing Standard and applicable law and in accordance with this Agreement.
Without limiting the foregoing, and subject to Section 3.21, (i) the Master
Servicer shall service and administer all Performing Mortgage Loans, and (ii)
the Special Servicer shall service and administer (x) each Mortgage Loan as to
which a Servicing Transfer Event has occurred and is continuing, and (y) each
REO Property; provided, however, that the Master Servicer shall continue to
collect information and, subject to its receipt of information from the Special
Servicer as provided herein, prepare all reports to the Trustee or Certificate
Administrator required hereunder with respect to any Specially Serviced Mortgage
Loans and REO Properties (and the related REO Mortgage Loans), to process
payments at the direction of the Special Servicer, and to render such incidental
services with respect to any Specially Serviced Mortgage Loans and REO
Properties as are specifically provided for herein; and provided, further, that
the Special Servicer shall render such incidental services with respect to any
Performing Mortgage Loans as are specifically provided for herein. The Master
Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property.

         (b) Subject to Section 3.01(a), the Master Servicer and the Special
Servicer shall each have full power and authority, acting alone or through
Sub-Servicers, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, each of the Master Servicer
and the Special Servicer, in its own name, with respect to each of the Mortgage
Loans it is obligated to service hereunder, is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders and
the Trustee or any of them: (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and other related collateral; and (ii) any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge, and all other comparable instruments. In addition, without
limiting the generality of the foregoing, each of the Master Servicer and
Special Servicer is authorized and empowered by the Trustee to execute and
deliver, in accordance with the Servicing Standard and subject to Sections 3.08
and 3.20, any and all assumptions, modifications, waivers, amendments or
consents to or with respect to any documents contained in the related Mortgage
File. Subject to Section 3.10, the Trustee shall, at the written request of a
Servicing Officer of the Master


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<PAGE>   97
Servicer or the Special Servicer, furnish, or cause to be so furnished, to the
Master Servicer or the Special Servicer, as appropriate, any limited powers of
attorney and other documents (each of which shall be prepared by the Master
Servicer or Special Servicer, as applicable) necessary or appropriate to enable
it to carry out its 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 and, unless they are the same Person, each other under
this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent.

         SECTION 3.02. Collection of Mortgage Loan Payments.

         (a) The Master Servicer and the Special Servicer shall each undertake
reasonable efforts consistent with the Servicing Standard to collect all
payments called for under the terms and provisions of the Mortgage Loans it is
obligated to service hereunder and shall follow such collection procedures as
are consistent with applicable law and the Servicing Standard; provided,
however, that neither the Master Servicer nor the Special Servicer shall, with
respect to any ARD Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Post-ARD Additional Interest
(other than the making of requests for its collection), unless (i) the taking of
an enforcement action with respect to the payment of other amounts due under
such Mortgage Loan is, in the reasonable judgment of the Special Servicer, and
without regard to such Post-ARD Additional Interest, also necessary, appropriate
and consistent with the Servicing Standard or (ii) all other amounts due under
such Mortgage Loan have been paid, the payment of such Post-ARD Additional
Interest has not been forgiven in accordance with Section 3.20 and, in the
reasonable judgment of the Special Servicer, the Liquidation Proceeds expected
to be recovered in connection with such enforcement action will cover the
anticipated costs of such enforcement action and, if applicable, any associated
Advance Interest. Consistent with the foregoing, the Master Servicer (as to
Performing Mortgage Loans) and the Special Servicer (as to Specially Serviced
Mortgage Loans) each may waive any Default Charges in connection with any
specific delinquent payment on a Mortgage Loan it is obligated to service
hereunder.

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

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

         (a) The Master Servicer shall establish and maintain one or more
accounts (the "Servicing Accounts"), in which all Escrow Payments received by it
with respect to the Mortgage Loans shall be deposited and retained. Subject to
any terms of the related Mortgage Loan documents that specify the nature of the
account in which Escrow Payments shall be held, each Servicing Account shall be
an Eligible Account. Withdrawals of amounts so collected in respect of any
Mortgage Loan (and interest earned thereon) from a Servicing Account may be made
only: (i) to effect the payment of real estate taxes, assessments, insurance
premiums (including, without


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limitation, premiums on any Environmental Insurance Policy), ground rents (if
applicable) and comparable items in respect of the related Mortgaged Property;
(ii) to reimburse the Master Servicer, the Special Servicer, the Trustee or any
Fiscal Agent, as applicable, for any unreimbursed Servicing Advances made
thereby to cover any of the items described in the immediately preceding clause
(i); (iii) to refund to the related Borrower any sums as may be determined to be
overages; (iv) to pay interest or other income, if required and as described
below, to the related Borrower on balances in the Servicing Account (or, if and
to the extent not payable to the related Borrower to pay such interest or other
income (up to the amount of any Net Investment Earnings in respect of such
Servicing Account for each Collection Period) to the Master Servicer); or (v) to
clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01. The Master Servicer shall pay or cause to be
paid to the Borrowers interest and other income, if any, earned on the
investment of funds in Servicing Accounts maintained thereby, if and to the
extent 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. Promptly after
any Escrow Payments are received by the Special Servicer from any Borrower, and
in any event within one Business Day after any such receipt, the Special
Servicer shall remit such Escrow Payments to the Master Servicer for deposit in
the applicable Servicing Account(s).

         (b) The Master Servicer shall as to each Mortgage Loan (including each
Specially Serviced Mortgage Loan) (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 consistent with the Servicing Standard to
obtain, from time to time, all bills for the payment of such items (including
renewal premiums) and effect payment thereof prior to the applicable penalty or
termination date. For purposes of effecting any such payment, the Master
Servicer shall apply Escrow Payments as allowed under the terms of the related
Mortgage Loan documents; provided, however, that if such Mortgage Loan does not
require the related Borrower to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items,
each of the Master Servicer and the Special Servicer shall, as to those Mortgage
Loans it is obligated to service hereunder, and subject to and in accordance
with the Servicing Standard, enforce the requirement of the related Mortgage
that the Borrower make payments in respect of such items at the time they first
become due.

         (c) In accordance with the Servicing Standard, the Master Servicer
shall, as to all the Mortgage Loans (including, Specially Serviced Mortgage
Loans), advance with respect to each Mortgaged Property all such funds as are
necessary for the purpose of effecting the timely payment of (i) real estate
taxes, assessments and other similar items, (ii) ground rents or other rents (if
applicable), and (iii) premiums on Insurance Policies (including, without
limitation, Environmental Insurance Policies), in each instance if and to the
extent that Escrow Payments (if any) collected from the related Borrower are
insufficient to pay such item when due, and the related Borrower has failed to
pay such item on a timely basis; provided that, in the case of amounts described
in the preceding clause (i), the Master Servicer shall not make a Servicing
Advance of any such amount if the Master Servicer reasonably anticipates (in
accordance with the Servicing Standard) that such amounts will be paid by the
related Borrower on or before the applicable penalty date, in which case the
Master Servicer shall use its best efforts consistent with the Servicing
Standard to confirm


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whether such amounts have been paid and shall make a Servicing Advance of such
amounts, if necessary, not later than five Business Days following confirmation
by the Master Servicer that such amounts have not been, or are not reasonably
likely to be, paid by the applicable penalty date. In no event shall the Master
Servicer be required to make any Servicing Advance under this Section 3.03(c) to
the extent such advance would, if made, constitute a Nonrecoverable Servicing
Advance. All such Advances shall be reimbursable in the first instance from
related collections from the Borrowers and further as provided in Section
3.05(a). No costs incurred by the Master Servicer or the Special Servicer in
effecting the payment of real estate taxes, assessments and similar items and,
if applicable, ground rents on or in respect of such Mortgaged Properties shall,
for purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit;
provided, however, that this provision is in no way intended to affect amounts
actually due and owing from the related Borrower under such Mortgage Loan.

         (d) The Master Servicer shall, as to all the Mortgage Loans (including
Specially Serviced Mortgaged Loans), establish and maintain, as applicable, one
or more accounts (the "Reserve Accounts"), in which all Reserve Funds, if any,
shall be deposited and retained. Withdrawals of amounts so deposited, and draws
on any Letter of Credit delivered in lieu of Reserve Funds may be made to pay
for or otherwise cover, or (if appropriate) to reimburse the related Borrower in
connection with, the specific items for which such Reserve Funds were escrowed
or any such Letter of Credit was delivered, all in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any agreement
with the related Borrower governing such Reserve Funds or Letter of Credit.
Subject to the terms of the related Mortgage Note and Mortgage, all Reserve
Accounts shall be Eligible Accounts and funds therein may be invested in
Permitted Investments in accordance with the provisions of Section 3.06.
Interest and investment income on funds held in any Reserve Fund will be for the
benefit of the Master Servicer subject to its withdrawal, but only to the extent
it is not otherwise required to be paid to the related Borrower pursuant to
applicable law and/or the related loan documents. The Special Servicer shall
deliver all Reserve Funds (within one Business Day of receipt of such Reserve
Funds by it) to the Master Servicer for deposit in the applicable Reserve
Account.

         (e) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of an escrow agreement,
operations and maintenance plan agreement or similar agreement or other
agreement related to environmental matters contained in the Servicing File or
Mortgage File, the Master Servicer shall request from the Borrower written
confirmation thereof within a reasonable time after the later of the Closing
Date and the date as of which such plan is required to be established or
completed. To the extent any other action or remediation with respect to
environmental matters is required to have been taken or completed pursuant to
the terms of the related Mortgage Loan documents, the Master Servicer shall
request from the Borrower written confirmation of such action and remediations
within a reasonable time after the later of the Closing Date and the date as of
which such action or remediations are required to have been taken or completed.
To the extent that a Borrower shall fail to promptly respond to any inquiry
described in this Section 3.03(e), the Master Servicer shall notify the Trustee,
the Certificate Administrator, the Special Servicer and the Controlling Class
Representative. The Master Servicer shall promptly notify the Trustee, the
Certificate Administrator, the Special Servicer and the Controlling Class
Representative if the Master Servicer shall determine that any


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Borrower has failed to perform its obligations under the related Mortgage Loan
in respect of environmental matters.

         (f) Subject to applicable law and the terms of the related Mortgage
Loan documents, funds in the Servicing Accounts and the Reserve Accounts may be
invested only in Permitted Investments in accordance with the provisions of
Section 3.06.

         SECTION 3.04. Collection Account, Distribution Account, Interest
                       Reserve Account and Gain on Sale Reserve Fund.

         (a) The Master Servicer shall segregate and hold all funds collected
and received in connection with the Mortgage Pool separate and apart from its
own funds and general assets. In connection therewith, the Master Servicer shall
establish and maintain one or more segregated accounts (collectively, the
"Collection Account"), in which the funds described below are to be deposited
and held on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each account that constitutes the Collection Account shall
be an Eligible Account. The Master Servicer shall deposit or cause to be
deposited in the Collection Account, within two Business Days of receipt (in the
case of payments by Borrowers or other collections on the Mortgage Loans) or as
otherwise required hereunder, the following payments and collections received or
made by or on behalf of the Master Servicer in respect of the Mortgage Pool
subsequent to the Closing Date (other than in respect of scheduled payments of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date, which payments shall be delivered promptly to the related Mortgage
Loan Seller or its designee, with negotiable instruments endorsed as necessary
and appropriate without recourse):

         (i) all payments, from whatever source, or transfers from a debt
     service reserve account, on account of principal of the Mortgage Loans,
     including Principal Prepayments;

         (ii) all payments, from whatever source, or transfers from a debt
     service reserve account, on account of interest on the Mortgage Loans,
     including Default Interest and Post-ARD Additional Interest;

         (iii) all Prepayment Premiums received in respect of the Mortgage
     Loans;

         (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
     Proceeds received in respect of the Mortgage Loans;

         (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 Collection Account;

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

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


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         (viii) insofar as they do not constitute Escrow Payments, any amounts
     paid by a Borrower specifically to cover items for which a Servicing
     Advance has been made.

         The foregoing requirements for deposit in the Collection Account shall
be exclusive. Without limiting the generality of the foregoing, (A) actual
payments from Borrowers in the nature of Escrow Payments, late payment charges,
assumption fees, assumption application fees, extension fees, modification fees,
charges for beneficiary statements or demands, amounts collected for checks
returned for insufficient funds, and processing or similar fees, need not be
deposited by the Master Servicer in the Collection Account and (B) with respect
to any amount representing a sub-servicing fee that otherwise would be required
to be deposited by the Master Servicer in the Collection Account and that, once
so deposited, would have been permitted to be withdrawn immediately from the
Collection Account pursuant to Section 3.05 as part of the payment of the Master
Servicing Fee, such amount shall be deemed to have been deposited to and
withdrawn from the Collection Account for such purpose to the extent that such
sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing
Agreement. The Master Servicer shall promptly deliver to the Special Servicer
any of the foregoing items received by it, if and to the extent that such items
constitute Additional Special Servicing Compensation. If the Master Servicer
shall deposit in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection Account,
any provision herein to the contrary notwithstanding.

         Upon receipt of any of the amounts described in clauses (i) through
(iv) and (viii) of the first paragraph of this Section 3.04(a) with respect to
any Mortgage Loan, the Special Servicer shall promptly, but in no event later
than one Business Day after receipt, remit such amounts to the Master Servicer
for deposit into the Collection Account, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item should not be
deposited because of a restrictive endorsement. 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 (in its capacity as
such), without recourse, representation or warranty, 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. Any
such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to
the Master Servicer for deposit into the Collection Account pursuant to Section
3.16(c).

         (b) The Certificate Administrator shall establish and maintain one or
more segregated accounts (collectively, the "Distribution Account"), to be held
on behalf of the Trustee in trust for the benefit of the Certificateholders.
Each account that constitutes the Distribution Account shall be an Eligible
Account. The Certificate Administrator shall, as a bookkeeping matter, establish
and maintain two sub-accounts of the Distribution Account (i) one of which
sub-accounts (such sub-account, the "REMIC Sub-Account") shall be deemed to be
held in trust for the benefit of the Holders of the REMIC III Regular Interest
Certificates and the Class R Certificates and (ii) one of which sub-accounts
(such sub-account, the "Class Y Sub-Account") shall be deemed to be held in
trust for the benefit of the Holders of the Class Y Certificates. By 2:00 p.m.
(New York City time) on each Master Servicer Remittance Date, the Master
Servicer shall deliver to the Certificate Administrator, for deposit in the
Distribution Account, an aggregate amount of immediately available funds equal
to the Master Servicer Remittance Amount for such Master


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Servicer Remittance Date. Immediately upon deposit of the Master Servicer
Remittance Amount for any Master Servicer Remittance Date into the Distribution
Account, any portion thereof that represents any Post-ARD Additional Interest
related to the ARD Loans shall be deemed to have been deposited into the Class Y
Sub-Account, and the remaining portion thereof shall be deemed to have been
deposited into the REMIC Sub-Account. In addition, the Master Servicer shall, as
and when required hereunder, deliver to the Certificate Administrator for
deposit in the Distribution Account any P&I Advances and Compensating Interest
Payments required to be made by the Master Servicer hereunder. Furthermore, any
amounts paid by any party hereto to indemnify the Trust Fund pursuant to any
provision hereof shall be delivered to the Certificate Administrator for deposit
in the Distribution Account. The Certificate Administrator shall, upon receipt,
deposit in the Distribution Account any and all amounts received or, pursuant to
Section 4.03, advanced by the Trustee or any Fiscal Agent that are required by
the terms of this Agreement to be deposited therein. As and when required
pursuant to Section 3.05(c), the Certificate Administrator shall transfer
Interest Reserve Amounts in respect of the Interest Reserve Loans from the
Interest Reserve Account to the Distribution Account. Furthermore, as and when
required pursuant to Section 3.05(d), the Certificate Administrator shall
transfer monies from the Gain on Sale Reserve Fund to the Distribution Account.
If the Certificate Administrator shall deposit in the Distribution Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Distribution Account, any provision herein to the contrary
notwithstanding.

         (c) The Certificate Administrator shall establish and maintain one or
more accounts (collectively, the "Interest Reserve Account") to be held on
behalf of the Trustee in trust for the benefit of the Certificateholders. Each
account that constitutes the Interest Reserve Account shall be an Eligible
Account. On the Distribution Date in January (except during a leap year) and
February of each calendar year, commencing in 2001, prior to any distributions
being made in respect of the Certificates on such Distribution Date, the
Certificate Administrator shall, with respect to each Interest Reserve Loan,
withdraw from the Distribution Account and deposit in the Interest Reserve
Account an amount equal to the Interest Reserve Amount, if any, in respect of
such Interest Reserve Loan for such Distribution Date; provided that no such
transfer of monies from the Distribution Account to the Interest Reserve Account
shall be made on the Final Distribution Date.

         (d) Upon or prior to the receipt of any Excess Liquidation Proceeds in
connection with the liquidation of any defaulted Mortgage Loan or REO Property,
the Certificate Administrator shall establish and maintain one or more accounts
(collectively, the "Gain on Sale Reserve Fund") to be held on behalf of the
Trustee in trust for the benefit of the Certificateholders. Each account that
constitutes the Gain on Sale Reserve Fund shall be an Eligible Account. On each
Master Servicer Remittance Date, the Certificate Administrator shall deposit
into the Gain on Sale Reserve Fund that portion, if any, of the Master Servicer
Remittance Amount received by it on such Master Servicer Remittance Date that
constitutes Excess Liquidation Proceeds, which Excess Liquidation Proceeds shall
be indicated by the Master Servicer in the CMSA Loan Periodic Update File;
provided that no such deposit into the Gain on Sale Reserve Fund shall be made
in the month in which the Final Distribution Date occurs.

         (e) Funds in the Collection Account may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. Funds in the
Distribution Account, the Interest Reserve Account and the Gain on Sale Reserve
Fund shall remain uninvested. The Master Servicer shall give notice to the other
parties hereto of the location of the Collection Account as of the


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Closing Date and of the new location of the Collection Account prior to any
change thereof. The Distribution Account, Interest Reserve Account and Gain on
Sale Reserve Fund shall be held at the Corporate Trust Office of LaSalle, 135
LaSalle Street, Suite 1625, Chicago, Illinois 60603, as of the Closing Date, and
the Certificate Administrator shall give notice to the parties hereto of the new
location of each of the Distribution Account, Interest Reserve Account and Gain
on Sale Reserve Fund prior to any change thereof.

         SECTION 3.05. Permitted Withdrawals From the Collection Account, the
                       Distribution Account, the Interest Reserve Account and
                       the Gain on Sale Reserve Fund.

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

         (i) to remit to the Certificate Administrator for deposit in the
     Distribution Account the Master Servicer Remittance Amount for each Master
     Servicer Remittance Date and any amounts that may be applied to make P&I
     Advances pursuant to Section 4.03(a);

         (ii) to reimburse any Fiscal Agent, the Trustee or itself, in that
     order, for unreimbursed P&I Advances made thereby (in each case, with its
     own funds), any Fiscal Agent's, the Trustee's and the Master Servicer's, as
     the case may be, respective rights to reimbursement pursuant to this clause
     (ii) with respect to any P&I Advance (other than Nonrecoverable P&I
     Advances, which are reimbursable pursuant to clause (vii) below), however,
     being limited to amounts that represent Late Collections of interest and
     principal received in respect of the particular Mortgage Loan or REO
     Mortgage Loan as to which such P&I Advance was made (net of related Master
     Servicing Fees and/or Workout Fees);

         (iii) to pay to itself earned and unpaid Master Servicing Fees with
     respect to each Mortgage Loan, the Master Servicer's rights to payment
     pursuant to this clause (iii) with respect to any Mortgage Loan or REO
     Mortgage Loan through the end of the then most recently ended calendar
     month, however, being limited to amounts received on or in respect of such
     Mortgage Loan (whether in the form of payments, Insurance Proceeds,
     Condemnation Proceeds or Liquidation Proceeds) or such REO Mortgage Loan
     (whether in the form of REO Revenues, Insurance Proceeds, Condemnation
     Proceeds or Liquidation Proceeds) that are allocable as interest thereon;

         (iv) to pay to the Special Servicer, out of general collections on the
     Mortgage Loans and any REO Properties, earned and unpaid Special Servicing
     Fees with respect to each Specially Serviced Mortgage Loan and REO Mortgage
     Loan through the end of the then most recently ended calendar month;

         (v) to pay the Special Servicer (or, if applicable, any predecessor
     thereto) earned and unpaid Workout Fees and Liquidation Fees to which it is
     entitled pursuant to, and from the sources contemplated by, the second and
     third paragraphs of Section 3.11(c);

         (vi) to reimburse any Fiscal Agent, the Trustee, itself or the Special
     Servicer, in that order, for any unreimbursed Servicing Advances made
     thereby (in each case, with its


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     own funds), any Fiscal Agent's, the Trustee's, the Master Servicer's and
     the Special Servicer's, as the case may be, respective rights to
     reimbursement pursuant to this clause (vi) with respect to any Servicing
     Advance (other than Nonrecoverable Servicing Advances, which are
     reimbursable pursuant to clause (vii) below) being limited to (A) payments
     made by the related Borrower that are allocable to cover the item in
     respect of which such Servicing Advance was made, and (B) Insurance
     Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable,
     REO Revenues received in respect of the particular Mortgage Loan or REO
     Property as to which such Servicing Advance was made;

         (vii) to reimburse any Fiscal Agent, the Trustee, itself or the Special
     Servicer, in that order, out of general collections on the Mortgage Loans
     and any REO Properties, for any unreimbursed Advances made thereby that
     have been determined to be Nonrecoverable Advances;

         (viii) to make payments, out of Default Interest, of unpaid interest on
     Advances and, except for Special Servicing Fees, any other unpaid expenses
     that, if paid from a source other than Default Interest, would constitute
     Additional Trust Fund Expenses, all in accordance with clauses first and
     second of Section 3.25(a);

         (ix) to the extent that, during any Collection Period, the Master
     Servicer has reimbursed or is reimbursing any Fiscal Agent, the Trustee,
     itself or the Special Servicer, as applicable, for any unreimbursed Advance
     pursuant to clause (ii), (vi) or (vii) above or pursuant to Section
     3.03(c), and insofar as payment has not already been made, and the Default
     Interest collected during such Collection Period is not sufficient to make
     such payment pursuant to clause (viii) above, to also pay such Person, out
     of general collections on the Mortgage Loans and any REO Properties, any
     related Advance Interest accrued and payable on the portion of such Advance
     so reimbursed or being reimbursed;

         (x) to pay itself any items of Additional Master Servicing
     Compensation, and to pay the Special Servicer any items of Additional
     Special Servicing Compensation, in each case on deposit in the Collection
     Account from time to time;

         (xi) to reimburse the Trustee, the Master Servicer and the Special
     Servicer for any reasonable out-of-pocket expenses for which it is entitled
     to be reimbursed pursuant to, and from the sources contemplated by, Section
     2.03(e);

         (xii) to pay any unpaid Liquidation Expenses incurred with respect to
     any Mortgage Loan or REO Property, such payments to be made first out of
     Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if
     applicable, REO Revenues received in respect of such Mortgage Loan or REO
     Property, as the case may be, and then out of general collections on other
     Mortgage Loans and REO Properties;

         (xiii) to pay, in accordance with Section 3.11(i), out of general
     collections on the Mortgage Loans and any REO Properties, certain servicing
     expenses that would, if advanced, constitute Nonrecoverable Servicing
     Advances;

         (xiv) to pay, out of general collections on the Mortgage Loans and any
     REO Properties, for costs and expenses incurred by the Trust Fund (A)
     pursuant to Section


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<PAGE>   105
     3.09(c) (other than the costs of environmental testing, which are to be
     covered by, and reimbursable as, a Servicing Advance) and (B) pursuant the
     first sentence of Section 3.12(a);

         (xv) to pay itself, the Special Servicer, the Tax Administrator, the
     Certificate Administrator, the Custodian, the Depositor, the Trustee, any
     Fiscal Agent, or any of their respective directors, officers, members,
     managers, employees and agents, as the case may be, out of general
     collections on the Mortgage Loans and any REO Properties, any amounts
     payable to any such Person pursuant to Section 6.03, Section 7.01(b),
     Section 8.05(b), or Section 8.13, as applicable;

         (xvi) to pay, out of general collections on the Mortgage Loans and any
     REO Properties, for (A) the cost of the Opinion of Counsel contemplated by
     Section 11.02(a), and (B) the cost of recording this Agreement in
     accordance with Section 11.02(a);

         (xvii) to pay, out of general collections on the Mortgage Loans and any
     REO Properties, for any expense (including the reasonable fees of tax
     accountants and attorneys) incurred by the Tax Administrator pursuant to
     Section 3.17(a)(iii) in connection with providing advice to the Special
     Servicer;

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

         (xix) to pay itself, the Special Servicer, a Mortgage Loan Seller, a
     Controlling Class Certificateholder or any other particular Person, as the
     case may be, with respect to each Mortgage Loan, if any, previously
     purchased or otherwise removed from the Trust Fund by such Person pursuant
     to or as contemplated by this Agreement, all amounts received thereon
     subsequent to the date of purchase; and

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

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


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<PAGE>   106
clauses, payments, reimbursements or remittances pursuant to any such clause
shall be made in such order of priority to the extent of available funds; and
(B) if the payment, reimbursement or remittance can be made from any funds on
deposit in the Collection Account, then (following any withdrawals made from the
Collection Account in accordance with the immediately preceding clause (A)
above) such payment, reimbursement or remittance shall be made from the general
funds remaining on a pro rata basis with any and all other payments,
reimbursements or remittances to be made from such general funds, provided that
where, as in clause (vii), an order of priority is set forth to govern the
application of funds withdrawn from the Collection Account pursuant to such
clause, payments, reimbursements or remittances pursuant to such clause shall be
made in such order of priority to the extent of available funds.

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

         (b) The Certificate Administrator shall, from time to time, make
withdrawals from the Distribution Account for each of the following purposes, to
the extent not previously paid (the order set forth below not constituting an
order of priority for such withdrawals):

         (i) to make distributions to Certificateholders on each Distribution
     Date pursuant to Section 4.01;

         (ii) to pay itself, the Trustee, the Tax Administrator or any of their
     respective directors, officers, employees and agents any amounts payable or
     reimbursable to any such Person pursuant to Section 8.05, including the
     Certificate Administrator's Fee to the Certificate Administrator and the
     Trustee's Fee to the Trustee;

         (iii) to pay the Certificate Registrar, the Custodian, the Tax
     Administrator, any Fiscal Agent or any of their respective directors,
     officers, employees and agents, as the case may be, any amounts payable or
     reimbursable to any such Person pursuant to Sections 8.05(b) and 8.13(a);

         (iv) to pay for the cost of the Opinions of Counsel sought by the
     Certificate Administrator or the Trustee as contemplated by Section
     11.01(a) or 11.01(c) in connection with any amendment to this Agreement
     requested by the Trustee or Certificate Administrator which amendment is in
     furtherance of the rights and interests of Certificateholders;

         (v) to pay any and all federal, state and local taxes imposed on any
     REMIC Pool or on the assets or transactions of any REMIC Pool, together
     with all incidental costs and expenses, and any and all expenses relating
     to tax audits, if and to the extent that either (A) none of the parties
     hereto are liable therefor pursuant to Section 10.01(b) and/or Section
     10.01(f) or (B) any such Person that may be so liable has failed to timely
     make the required payment;

         (vi) to transfer Interest Reserve Amounts in respect of the Interest
     Reserve Loans to the Interest Reserve Account as and when required by
     Section 3.04(c); and


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<PAGE>   107
         (vii) to clear and terminate the Distribution Account at the
     termination of this Agreement pursuant to Section 9.01.

         (c) On the Master Servicer Remittance Date in March of each year
(commencing in March 2001), and in any event on the Master Servicer Remittance
Date that occurs in the same calendar month as the Final Distribution Date, the
Certificate Administrator shall withdraw from the Interest Reserve Account and
deposit in the Distribution Account all Interest Reserve Amounts in respect of
the Interest Reserve Loans then on deposit in the Interest Reserve Account.

         (d) On each Distribution Date, prior to 11:00 a.m. New York City time,
the Certificate Administrator shall withdraw from the Gain on Sale Reserve Fund
and deposit in the Distribution Account, for distribution on such Distribution
Date pursuant to Section 4.01, an amount equal to the lesser of (i) the entire
amount, if any, then on deposit in the Gain on Sale Reserve Fund and (ii) the
excess, if any, of the aggregate amount distributable on such Distribution Date
pursuant to Sections 4.01(a) and 4.01(b), over the Standard Available
Distribution Amount for such Distribution Date (calculated without regard to
such transfer from the Gain on Sale Reserve Fund to the Distribution Account);
provided, that on the Final Distribution Date, prior to 11:00 a.m. New York City
time, the Certificate Administrator shall withdraw from the Gain on Sale Reserve
Fund and deposit in the Distribution Account, for distribution on such
Distribution Date pursuant to Section 4.01, any and all amounts then on deposit
in the Gain on Sale Reserve Fund.

         (e) The Trustee, any Fiscal Agent, the Certificate Administrator, the
Tax Administrator, the Depositor, the Master Servicer and the Special Servicer,
as applicable, shall in all cases have a right prior to the Certificateholders
to any particular funds on deposit in the Collection Account and the
Distribution Account from time to time for the reimbursement or payment of
compensation, Advances (with interest thereon at the Reimbursement Rate) and
their respective expenses hereunder, but only if and to the extent such
compensation, Advances (with interest) and expenses are to be reimbursed or paid
from such particular funds on deposit in the Collection Account or the
Distribution Account pursuant to the express terms of this Agreement.

         SECTION 3.06. Investment of Funds in the Collection Account, Servicing
                       Accounts, Reserve Accounts and the REO Account.

         (a) The Master Servicer may direct (pursuant to a standing order or
otherwise) any depository institution (including the Certificate Administrator)
maintaining the Collection Account or any Servicing Account or Reserve Account
held by it, and the Special Servicer may direct (pursuant to a standing order or
otherwise) any depository institution maintaining the REO Account, to invest, or
if it is such depository institution, may itself invest, the funds held therein
(each such account, for purposes of this Section 3.06, an "Investment Account")
in (but 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 or the related
Mortgage Loan documents, as applicable; provided that any such investment of
funds in any Servicing Account or Reserve Account shall be subject to applicable
law and the terms of the related Mortgage Loan documents; and provided, further,
that the funds in any Investment Account shall remain uninvested unless and
until the Master Servicer or Special Servicer, as applicable, gives timely
investment instructions with respect thereto pursuant to this Section 3.06. 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 Collection Account, the Servicing
Accounts and the Reserve Accounts) and the Special Servicer (with respect to
Permitted Investments of amounts in the REO Account), acting on behalf of the
Trustee, shall (and Trustee hereby designates the Master Servicer and the
Special Servicer, as applicable, as the Person that shall) (i) be the
"entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is
either a "certificated security" or an "uncertificated security". For purposes
of this Section 3.06(a), the terms "entitlement holder", "security entitlement",
"control", "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
"control" of any Permitted Investment by the Master Servicer or the Special
Servicer shall constitute "control" by a Person designated by, and acting on
behalf of, the Trustee for purposes of Revised Article 8 (1994 Revision) of the
UCC. If amounts on deposit in an Investment Account are at any time invested in
a Permitted Investment payable on demand, the Master Servicer (in the case of
the Collection Account or any Servicing Account or Reserve Account) 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 at least 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 the Collection Account, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.05(a). Whether or not the Master Servicer directs
the investment of funds in any Servicing Account or Reserve Account, interest
and investment income realized on funds deposited therein, to the extent of the
Net Investment Earnings, if any, for such Investment Account for each Collection
Period and, further, if and to the extent not required to be paid to the related
Borrower pursuant to applicable law or the terms of the related Mortgage Loan,
shall be for the sole and exclusive benefit of the Master Servicer and shall be
subject to withdrawal from time to time in accordance with Section 3.03. If the
Special Servicer directs the investment of funds in the REO Account, interest
and investment income realized on funds deposited therein, to the extent of the
Net Investment Earnings, if any, for such Investment Account for each Collection
Period, shall be for the sole and exclusive benefit of the Special Servicer and
shall be subject to its withdrawal in accordance with Section 3.16(b). If any
loss shall be incurred in respect of any Permitted Investment on deposit in any
Investment Account (other than a loss of what would otherwise have constituted
investment earnings and, in the case of a Servicing Account or an REO Account,
other than a loss of an investment made for the benefit of the related Borrower,
which is


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either invested at the direction of the related Borrower or as required under
the related Mortgage Loan documents), the Master Servicer (in the case of the
Collection Account and any Servicing Account or Reserve Account) 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, in respect of such Investment Account for such
Collection Period (or, in the case of a Servicing Account or Reserve Account,
the entire amount of such loss).

         (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of any payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted
Investment, and the Master Servicer or the Special Servicer, as applicable, has
not taken such action, the Trustee may, and, subject to Section 8.02, upon the
request of Holders of Certificates entitled to not less than 25% of the Voting
Rights allocated to any Class of REMIC III Regular Interest Certificates, the
Trustee shall, take such action to enforce such payment or performance,
including the institution and prosecution of appropriate legal proceedings.

         (d) Amounts on deposit in the Distribution Account, the Interest
Reserve Account and the Gain on Sale Reserve Fund shall remain uninvested.

         (e) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Standard Available Distribution Amount and the Master Servicer Remittance
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 shall, as to all the Mortgage Loans, use
reasonable efforts in accordance with the Servicing Standard to cause the
related Borrower to maintain, and, if the related Borrower does not so maintain,
the Master Servicer (even in the case of Specially Serviced Mortgage Loans)
shall itself maintain (subject to Sections 3.11(h) and 3.11(i) hereof, and to
the extent the Trustee, as mortgagee on behalf of the Certificateholders, has an
insurable interest and to the extent available at commercially reasonable
rates), all insurance coverage as is required under the related Mortgage subject
to applicable law); provided that if any Mortgage permits the holder thereof to
dictate to the Borrower the insurance coverage to be maintained on such
Mortgaged Property, the Master Servicer or Special Servicer, as appropriate,
shall impose such insurance requirements as are consistent with the Servicing
Standard and shall require that such insurance be obtained from Qualified
Insurers with the Required Claims-Paying Ratings. If and to the extent that the
Borrower under any Mortgage Loan fails to maintain any such insurance coverage
with respect to the related Mortgaged Property, the Master Servicer shall cause
such insurance to be maintained with Qualified Insurers that possess (or whose
obligations are


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guaranteed or backed, in writing, by an entity having) the Required
Claims-Paying Ratings; provided that the Trustee, as mortgagee of record, has an
insurable interest, the maintenance of such insurance is consistent with the
Servicing Standard and the subject insurance is available at commercially
reasonable rates. The Special Servicer shall also cause to be maintained for
each REO Property, in each case with a Qualified Insurer that possesses (or
whose obligations are guaranteed or backed, in writing, by an entity having) the
Required Claims-Paying Ratings at the time such policy is purchased, no less
insurance coverage than was previously required of the related Borrower under
the related Mortgage and, if the related Mortgage did not so require, hazard
insurance, public liability insurance, flood insurance (if applicable) and, to
the extent consistent with the Servicing Standard and available at commercially
reasonable rates, business interruption or rent loss insurance and earthquake
insurance, all in such amounts as are consistent with the Servicing Standard.
All such insurance policies shall: (i) contain a "standard" mortgagee clause,
with loss payable to the Master Servicer on behalf of the Trustee (in the case
of insurance maintained in respect of the Mortgaged Properties); or (ii) shall
name the Trustee as the insured, with loss payable to the Special Servicer on
behalf of the Trustee (in the case of insurance maintained in respect of REO
Properties). All such insurance policies shall be issued by an insurer
authorized under applicable law to issue such insurance, and, unless prohibited
by the related Mortgage, may contain a deductible clause (not in excess of a
customary amount). Any amounts collected by the Master Servicer or 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 Borrower, in each case in accordance with
the Servicing Standard) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.05(a), in the case of amounts received in
respect of a Mortgage Loan, or in the REO Account, subject to withdrawal
pursuant to Section 3.16(c), in the case of amounts received in respect of an
REO Property. Any cost incurred by the Master Servicer or the Special Servicer,
as applicable in maintaining any such insurance shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders, be added to
unpaid principal balance or Stated Principal Balance of the related Mortgage
Loan, notwithstanding that the terms of such Mortgage Loan so permit; provided,
however, that this provision is in no way intended to affect amounts due and
owing from the related Borrower under such Mortgage Loan.

         (b) If the Master Servicer or the Special Servicer shall obtain and
maintain a blanket policy insuring against hazard losses on any or all of the
Mortgaged Properties (in the case of the Master Servicer) or REO Properties (in
the case of the Special Servicer), then, to the extent such policy (i) is
obtained from a Qualified Insurer that possesses (or whose obligations are
guaranteed or backed, in writing, by an entity having) the Required
Claims-Paying Ratings, 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 Mortgaged Properties or REO
Properties, as applicable, so covered, and the premium costs thereof shall be,
if and to the extent they are specifically attributable either to a specific
Mortgaged Property during any period that the related Borrower has failed to
maintain the hazard insurance required under the related Mortgage Loan in
respect of such Mortgaged Property or to a specific REO Property, a Servicing
Advance reimbursable pursuant to and to the extent permitted under Section
3.05(a); provided that, to the extent that such premium costs are attributable
to properties other than Mortgaged Properties and/or REO Properties or are
attributable to Mortgaged Properties as to which the hazard insurance required
under the related Mortgage Loan is being maintained, they shall be borne by the
Master Servicer or Special Servicer, as the case may be, without right of
reimbursement. Such a blanket policy may contain a 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, as applicable, a hazard insurance
policy complying with the requirements of Section 3.07(a), and there shall have
been one or more


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losses which would have been covered by such property specific policy (taking
into account any deductible clause that would have been permitted therein),
promptly deposit into the Collection Account from its own funds (without right
of reimbursement) the amount of such losses up to the difference between the
amount of the deductible clause in such blanket policy and the amount of any
deductible clause that would have been permitted under such property specific
policy. The Master Servicer and the Special Servicer each agree to prepare and
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy maintained by it in a timely fashion in accordance
with the terms of such policy.

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

         (c) On or before the Closing Date, with respect to each of the
Environmentally Insured Mortgage Loans, the Depositor shall notify the insurer
under the related Environmental Insurance Policy and take all other action
necessary for the Trustee, on behalf of the Certificateholders, to be an insured
(and for the Master Servicer, on behalf of the Trust, to make claims) under such
Environmental Insurance Policy. In the event that the Master Servicer has actual
knowledge of any event (an "Insured Environmental Event") giving rise to a claim
under any Environmental Insurance Policy in respect of any Environmentally
Insured Mortgage Loan for


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which the Borrower has not filed a claim, the Master Servicer shall, in
accordance with the terms of such Environmental Insurance Policy and the
Servicing Standard, timely make a claim thereunder with the appropriate insurer
and shall take such other actions necessary under such Environmental Insurance
Policy in order to realize the full value thereof for the benefit of the
Certificateholders. With respect to each Environmental Insurance Policy in
respect of an Environmentally Insured Mortgage Loan, the Master Servicer shall
review and familiarize itself with the terms and conditions relating to
enforcement of claims and shall monitor the dates by which any claim must be
made or any action must be taken under such policy to realize the full value
thereof for the benefit of the Certificateholders in the event the Master
Servicer has actual knowledge of an Insured Environmental Event giving rise to a
claim under such policy.

         The Master Servicer shall abide by the terms and conditions precedent
to payment of claims under the Environmental Insurance Policies with respect to
the Environmentally Insured Mortgage Loans and take all such action as may be
required to comply with the terms and provisions of such policies in order to
maintain such policies in full force and effect and to make claims thereunder.

         In the event that the Master Servicer receives notice of any
termination of any Environmental Insurance Policy with respect to
Environmentally Insured Mortgage Loan, the Master Servicer shall, within five
Business Days after receipt of such notice, notify the Special Servicer, the
Controlling Class Representative, the Rating Agencies and the Trustee of such
termination in writing. Upon receipt of such notice, the Master Servicer shall
address such termination in accordance with Section 3.07(a). Any legal fees,
premiums or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with enforcing the obligations of the Borrower under any
Environmental Insurance Policy or a resolution of such termination of an
Environmental Insurance Policy shall be paid by the Master Servicer and shall be
reimbursable to it as a Servicing Advance.

         The Master Servicer shall monitor the actions, and enforce the
obligations, of the related Borrower under each Environmentally Insured Mortgage
Loan insofar as such actions/obligations relate to (i) to the extent consistent
with Section 3.07(a), the maintenance (including, without limitation, any
required renewal) of an Environmental Insurance Policy with respect to the
related Mortgaged Property or (ii) environmental testing or remediation at the
related Mortgaged Property.

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

         In addition, each of the Master Servicer and the Special Servicer shall
at all times during the term of this Agreement keep in force with Qualified
Insurers that possess (or whose


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obligations are guaranteed or backed, in writing, by entities having) the
Required Claims-Paying Ratings, a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers and employees in
connection with its obligation to service the Mortgage Loans for which it is
responsible hereunder, which policy or policies shall be in such form and amount
as would permit it to be a qualified Fannie Mae or Freddie Mac seller-servicer
of multifamily mortgage loans. Such errors and omissions policy shall provide
that it may not be canceled without 30 days' prior written notice to the
Trustee.

         (e) All insurance coverage required to be maintained under this Section
3.07 shall be obtained from Qualified Insurers.

         SECTION 3.08. Enforcement of Alienation Clauses.

         The Master Servicer shall promptly notify the Special Servicer of any
intent of, or request on the part of, a Borrower under a Performing Mortgage
Loan or any principal of such Borrower in connection with the transfer or
further encumbrance of the related Mortgaged Property or the transfer of an
interest in such Borrower. The Special Servicer, on behalf of the Trustee as the
mortgagee of record, shall evaluate any right to transfer and, subject to
Section 3.24, shall enforce the restrictions contained in any Mortgage on
transfers or further encumbrances of the related Mortgaged Property and on
transfers of interests in the related Borrower, unless the Special Servicer has
determined, in its reasonable, judgment, that waiver of such restrictions would
be in accordance with the Servicing Standard; provided that the Special Servicer
shall not waive any right it has, or grant any consent it is otherwise entitled
to withhold, under any related "due-on-encumbrance" clause until it has received
written confirmation from each Rating Agency that such action would not result
in an Adverse Rating Event with respect to any Class of Rated Certificates; and
provided, further, that, if it involves any Mortgage Loan (other than a Mortgage
Loan identified on Schedule B-1G) that, individually or together with all other
Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such
Mortgage Loan or have the same Borrower as such Mortgage Loan or have Borrowers
that are known to the Special Servicer to be affiliated with the Borrower under
such Mortgage Loan, has a Cut-off Date Principal Balance of $15,000,000 or more,
the Special Servicer shall not waive any right it has, or grant any consent it
is otherwise entitled to withhold, under any related "due-on-sale" clause until
it has received written confirmation from each Rating Agency that such action
would not result in an Adverse Rating Event with respect to any Class of Rated
Certificates; and provided, further, that the Special Servicer shall not (to the
extent that it is within the control thereof to prohibit such event) consent to
the transfer of any Mortgaged Property which secures a Cross-Collateralized
Group unless all of the Mortgaged Properties securing such Cross-Collateralized
Group are transferred simultaneously by the respective Borrower. After having
made any determination to waive the Trust's rights under a "due-on-sale" or
"due-on encumbrance" clause, the Special Servicer shall deliver to the Trustee,
the Certificate Administrator, each Rating Agency, the Controlling Class
Representative and the Master Servicer an Officer's Certificate setting forth
the basis for such determination.

         The Master Servicer shall provide the Special Servicer with all such
information as the Special Servicer may reasonably request in order to make the
determination that the waiver of a "due-on-sale" or "due-on-encumbrance" clause
is in accordance with the Servicing Standard. In making such determination, the
Special Servicer shall, among other things, take into account, subject to the
Servicing Standard and the related loan documents, any increase in taxes (based
on a


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fully assessed number calculated off of the proposed purchase price) as a result
of the transfer. The Special Servicer shall compute a debt service coverage for
the subject Mortgage Loan using leasing commissions, tenant improvement costs
and capital expenditures deducted from cash flow in amounts equal to the
originator's capital expenditures, tenant improvement costs and leasing
commission items at origination and taxes based on a fully assessed number
calculated off of the proposed purchase price and shall provide copies of the
results of such calculation to each Rating Agency showing a comparison of the
recalculated debt service coverage ratio versus the debt service coverage ratio
at origination.

         If the Special Servicer (i) collects an assumption fee in connection
with any transfer or proposed transfer of any interest in a Borrower or a
Mortgaged Property and (ii) fails to collect from such Borrower or the related
transferee (or waives the collection of) any fees, expenses or costs associated
with that transfer or proposed transfer which are required to be paid by such
Borrower or related transferee, under the terms of the related Mortgage Loan,
then the Special Servicer shall apply the assumption fee to first cover any such
fees, expenses or costs that would otherwise be payable from or reimbursable out
of the Trust Fund, and only the portion of such assumption fee remaining after
payment of such fees, expenses and costs shall be payable to the Master Servicer
and/or the Special Servicer, as applicable, as additional compensation under
Section 3.11 hereof; and provided, further that the Special Servicer shall
collect all fees, costs and expenses with respect to such transfer unless the
Special Servicer determines that such collection of any such fees, costs and
expenses would violate the Servicing Standard.

         SECTION 3.09. Realization Upon Defaulted Mortgage Loans.

         (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d) and 3.24, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise comparably convert the ownership of
properties and other collateral 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 pursuant to Section 3.20;
provided that neither the Master Servicer nor the Special Servicer shall, with
respect to any ARD Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Post-ARD Additional Interest
(other than the making of requests for its collection) unless (i) the taking of
an enforcement action with respect to the payment of other amounts due under
such Mortgage Loan is, in the reasonable judgment of the Special Servicer, and
without regard to such Post-ARD Additional Interest, also necessary, appropriate
and consistent with the Servicing Standard or (ii) all other amounts due under
such Mortgage Loan have been paid, the payment of such Post-ARD Additional
Interest has not been forgiven in accordance with Section 3.20 and, in the
reasonable judgment of the Special Servicer, the Liquidation Proceeds expected
to be recovered in connection with such enforcement action will cover the
anticipated costs of such enforcement action and, if applicable, any associated
Advance Interest. In connection with the foregoing, in the event of a default
under any Mortgage Loan or Cross-Collateralized Group that is secured by real
properties located in multiple states, and such states include California or
another state with a statute, rule or regulation comparable to California's "one
action rule", then the Special Servicer shall consult Independent counsel
regarding the order and manner in which the Special Servicer should foreclose
upon or comparably proceed against such properties. The reasonable costs of such
consultation shall be paid by, and reimbursable to, the Special Servicer as a
Servicing Advance. In addition, all costs and expenses incurred in any such
proceedings shall be paid by, and reimbursable to, the


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Special Servicer as a Servicing Advance. Nothing contained in this Section 3.09
shall be construed so as to require the Special Servicer, on behalf of the
Trust, 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 taking into account the factors described in
Section 3.18(e) and the results of any appraisal obtained pursuant to the
following sentence or otherwise, all such bids to be made in a manner consistent
with the Servicing Standard; provided, however, that any such bid of the Special
Servicer, on behalf of the Trust, with respect to a Mortgaged Property located
in the Commonwealth of Puerto Rico shall be equal to the aggregate of all
amounts then due and owing under the related Mortgage Loan. If and when the
Special Servicer deems it necessary in accordance with the Servicing Standard
for purposes of establishing the fair market value of any Mortgaged Property
securing a defaulted Mortgage Loan, whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer is authorized to have an
Appraisal completed with respect to such property (the cost of which appraisal
shall be covered by, and be reimbursable as, a Servicing Advance).

         (b) Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer on behalf of the Trust under
such circumstances, in such manner or pursuant to such terms as would (i) cause
such Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (unless the portion of such REO
Property that is not treated as "foreclosure property" and that is held by REMIC
I or the related Loan REMIC, as applicable, at any given time constitutes not
more than a de minimis amount of the assets of REMIC I or such Loan REMIC within
the meaning of Treasury regulation Section 1.860D-1(b)(3)(i) and (ii)), or (ii)
except as permitted by Section 3.17(a), subject the Trust to the imposition of
any federal income taxes under the Code. In addition, the Special Servicer shall
not acquire any personal property on behalf of the Trust 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 shall be covered by, and reimbursable as, a Servicing
     Advance) to the effect that the holding of such personal property as part
     of the Trust Fund will not result in an Adverse REMIC Event with respect to
     any REMIC Pool.

         (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer (to the extent it is allowed to do so herein) nor
the Special Servicer shall, on behalf of the Trust, obtain title to a Mortgaged
Property by foreclosure, 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, good faith judgment of the Special Servicer, exercised 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, unless:

         (i) the Special Servicer has previously determined in accordance with
     the Servicing Standard, based on a Phase I Environmental Assessment (and
     any additional environmental testing that the Special Servicer deems
     necessary and prudent) of such


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     Mortgaged Property conducted by an Independent Person who regularly
     conducts Phase I Environmental Assessments and performed during the
     12-month period preceding any such acquisition of title or other action,
     that the Mortgaged Property is in compliance with applicable environmental
     laws and regulations and 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

         (ii) in the event that the determination described in clause (c)(i)
     above cannot be made, the Special Servicer has previously determined in
     accordance with the Servicing Standard, on the same basis as described in
     clause (c)(i) above, and taking into account the coverage provided under
     the related Environmental Insurance Policy, 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 Mortgage Rate) to acquire
     title to or possession of the Mortgaged Property and to take such remedial,
     corrective and/or other further actions as are necessary to bring the
     Mortgaged Property into compliance with applicable environmental laws and
     regulations and to appropriately address any of the circumstances and
     conditions referred to in clause (c)(i) above.

         Any such determination by the Special Servicer contemplated by clause
(i) or clause (ii) of the preceding paragraph shall be evidenced by an Officer's
Certificate to such effect delivered to the Trustee, the Master Servicer and the
Controlling Class Representative, specifying all of the bases for such
determination, such Officer's Certificate to be accompanied by all related
environmental reports. The cost of such Phase I Environmental Assessment and any
such additional environmental testing shall be advanced by the Master Servicer
at the direction of the Special Servicer given in accordance with the Servicing
Standard; provided, however, that the Master Servicer shall not be obligated in
connection therewith to advance any funds which, if so advanced, would
constitute a Nonrecoverable Servicing Advance. Amounts so advanced shall be
subject to reimbursement as Servicing Advances in accordance with Section
3.05(a). The cost of any remedial, corrective or other further action
contemplated by clause (ii) of the preceding paragraph shall be payable out of
the Collection Account pursuant to Section 3.05.

         (d) If neither of the conditions set forth in clause (i) and clause
(ii) of the first sentence of Section 3.09(c) has been satisfied with respect to
any Mortgaged Property securing a defaulted Mortgage Loan, then (subject to
Section 3.24) the Special Servicer shall take such action as is in accordance
with the Servicing Standard (other than proceeding against the Mortgaged
Property) and, at such time as it deems appropriate, may, on behalf of the
Trust, release all or a portion of such Mortgaged Property from the lien of the
related Mortgage.

         (e) The Special Servicer shall report to the Trustee, the Master
Servicer and the Controlling Class Representative monthly in writing as to any
actions taken by the Special Servicer with respect to any Mortgaged Property as
to which neither of the conditions set forth in clauses (i) and (ii) of the
first sentence of Section 3.09(c) has been satisfied, in each case until the
earliest to occur of satisfaction of either of such conditions, release of the
lien of the related Mortgage on such Mortgaged Property and the related Mortgage
Loan's becoming a Corrected Mortgaged Loan.


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

         (g) The Master Servicer shall prepare and timely file information
returns with respect to the receipt of mortgage interest received in a trade or
business from individuals, reports of foreclosures and abandonments of any
Mortgaged Property and information returns relating to cancellation of
indebtedness income with respect to any Mortgaged Property required by Sections
6050H, 6050J and 6050P of the Code and shall deliver to the Tax Administrator an
Officer's Certificate stating that such reports have been filed. Such
information returns and reports shall be in form and substance sufficient to
meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of
the Code. The Special Servicer shall provide to the Master Servicer all
information in the Special Servicer's possession to be included in such reports
and information returns, in each case within thirty (30) days following, and in
any event not later than January 15 of the calendar year immediately following
the calendar year in which occurs, the event giving rise to the obligation to
file such report and information return under the Code.

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

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

         (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall promptly so
notify the Trustee and the applicable Custodian appointed on its behalf and
request delivery to it or its designee of the related Mortgage File (such notice
and request to be effected by delivering to the Trustee or the applicable
Custodian appointed on its behalf a Request for Release in the form of Exhibit
D-1 attached hereto, which Request for Release shall be accompanied by the form
of any release or discharge to be executed by the Trustee or the applicable
Custodian appointed on its behalf 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 Collection Account pursuant to Section
3.04(a) have been or will be so deposited). Upon receipt of such Request for
Release, the Trustee or the applicable Custodian appointed on its behalf shall
promptly release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or its designee and shall deliver to the
Master Servicer or its designee such accompanying release or discharge, duly
executed. Customary expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall not be chargeable to the Collection
Account or the Distribution Account.


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         (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), then, upon
request of the Master Servicer 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, the Trustee or the applicable Custodian appointed on its behalf 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, or its designee. Upon return of such Mortgage File (or portion thereof) to
the Trustee or the related Custodian, or upon the Special Servicer's delivery to
the Trustee and the Certificate Administrator of an Officer's Certificate
stating that (i) such Mortgage Loan was liquidated and all amounts received or
to be received in connection with such liquidation that are required to be
deposited into the Collection Account pursuant to Section 3.04(a) have been or
will be so deposited or (ii) such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be returned by the Trustee or the
applicable Custodian appointed on its behalf to the Master Servicer or the
Special Servicer, as applicable.

         (c) Within five Business Days of the Special Servicer's request
therefor (or, if the Special Servicer notifies the Trustee of an exigency,
within such shorter period as is reasonable under the circumstances), the
Trustee shall execute and deliver to the Special Servicer, in the form supplied
to the Trustee by the Special Servicer, any court pleadings, requests for
trustee's sale or other documents reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Borrower 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,
the Master Servicer or the Special Servicer; provided that the Trustee may
alternatively execute and deliver to the Special Servicer, in the form supplied
to the Trustee by the Special Servicer, a limited power of attorney issued in
favor of the Special Servicer and empowering the Special Servicer to execute and
deliver any or all of such pleadings or documents on behalf of the Trustee
(however, the Trustee shall not be liable for any misuse of such power of
attorney by the Special Servicer). Together with such pleadings or documents (or
such power of attorney empowering the Special Servicer to execute the same on
behalf of the Trustee), the Special Servicer shall deliver to the Trustee an
Officer's Certificate requesting that such pleadings or documents (or such power
of attorney empowering the Special Servicer to execute the same on behalf of the
Trustee) be executed by the Trustee and certifying as to the reason such
pleadings or documents are required and that the execution and delivery thereof
by the Trustee (or by the Special Servicer on behalf of 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. Master Servicing and Special Servicing Compensation;
                       Interest on and Reimbursement of Servicing Advances;
                       Payment of Certain Expenses; Obligations of the Trustee
                       and any Fiscal Agent regarding Back-up Servicing
                       Advances.

         (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to receive monthly the Master Servicing Fee with respect to
each Mortgage Loan (including


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each Specially Serviced Mortgage Loan) and each REO Mortgage Loan. As to each
Mortgage Loan and REO Mortgage Loan, for each calendar month (commencing with
December 2000) or any applicable portion thereof, the Master Servicing Fee shall
accrue at the related Master Servicing Fee Rate on the same principal amount and
for the same number of days as interest accrues or is deemed to accrue during
such calendar month (or portion thereof) on such Mortgage Loan or REO Mortgage
Loan, as the case may be. As to each Mortgage Loan and REO Mortgage Loan, the
Master Servicing Fee shall be computed on the same Interest Accrual Basis as is
applicable to the accrual or deemed accrual of interest on such Mortgage Loan or
REO Mortgage Loan, as the case may be. The Master Servicing Fee with respect to
any Mortgage Loan or REO Mortgage Loan shall cease to accrue if a Liquidation
Event occurs in respect thereof. Master Servicing Fees earned with respect to
any Mortgage Loan or REO Mortgage Loan shall be payable monthly from payments of
interest on such Mortgage Loan or REO Revenues allocable as interest on such REO
Mortgage Loan, as the case may be. The Master Servicer shall be entitled to
recover unpaid Master Servicing Fees in respect of any Mortgage Loan or REO
Mortgage Loan out of the portion of any related Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan or
REO Mortgage Loan, as the case may be.

         Midland and any holder of the Excess Servicing Fee Right shall be
entitled, at any time, at its own expense, to transfer, sell, pledge or
otherwise assign the Excess Servicing Fee Right in whole (but not in part) to
any Qualified Institutional Buyer or Institutional Accredited Investor (other
than a Plan), provided that no such transfer, sale, pledge or other assignment
shall be made unless (i) that transfer, sale, pledge or other assignment is
exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws and is otherwise made in accordance
with the Securities Act and such state securities laws, (ii) the prospective
transferor shall have delivered to the Depositor a certificate substantially in
the form attached as Exhibit F-3A hereto, and (iii) the prospective transferee
shall have delivered to Midland and the Depositor a certificate substantially in
the form attached as Exhibit F-3B hereto. None of the Depositor, the Trustee or
the Certificate Registrar is obligated to register or qualify the Excess
Servicing Fee Right under the Securities Act or any other securities law or to
take any action not otherwise required under this Agreement to permit the
transfer, sale, pledge or assignment of the Excess Servicing Fee Right without
registration or qualification. Midland, and each holder of the Excess Servicing
Fee Right desiring to effect a transfer, sale, pledge or other assignment of the
Excess Servicing Fee Right shall, and Midland hereby agrees, and each such
holder of the Excess Servicing Fee Right by its acceptance of the Excess
Servicing Fee Right shall be deemed to have agreed, in connection with any
transfer of the Excess Servicing Fee Right effected by such Person, to indemnify
the Depositor, the Underwriters, the Trustee, any Fiscal Agent, the Master
Servicer, the Special Servicer, the Certificate Administrator and the Tax
Administrator against any liability that may result if such transfer is not
exempt from registration and/or qualification under the Securities Act or other
applicable securities laws and any applicable state securities laws or is not
made in accordance with such federal and state laws or in accordance with the
foregoing provisions of this paragraph. By its acceptance of the Excess
Servicing Fee Right, the holder thereof shall be deemed to have agreed (i) to
keep all information relating to the Trust and the Trust Fund and made available
to it by the Master Servicer confidential (except as permitted pursuant to
clause (iii) below or, in the case of the Master Servicer, as contemplated
hereby in the performance of its duties and obligations hereunder), (ii) not to
use or disclose such information in any manner that could result in a violation
of any provision of the Securities Act or other applicable securities laws or
that would require registration of the Excess Servicing Fee Right or any
Certificate pursuant to the Securities


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Act, and (iii) not to disclose such information, and to cause its officers,
directors, partners, employees, agents or representatives not to disclose such
information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder's auditors, legal counsel and regulators, except to the
extent such disclosure is required by law, court order or other legal
requirement or to the extent such information is of public knowledge at the time
of disclosure by such holder or has become generally available to the public
other than as a result of disclosure by such holder; provided, however, that
such holder may provide all or any part of such information to any other Person
who is contemplating an acquisition of the Excess Servicing Fee Right if, and
only if, such Person (x) confirms in writing such prospective acquisition and
(y) agrees in writing to keep such information confidential, not to use or
disclose such information in any manner that could result in a violation of any
provision of the Securities Act or other applicable securities laws or that
would require registration of the Excess Servicing Fee Right or any Certificates
pursuant to the Securities Act and not to disclose such information, and to
cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part,
to any other Person other than such Persons' auditors, legal counsel and
regulators. From time to time following any transfer, sale, pledge or assignment
of the Excess Servicing Fee Right, the Person then acting as Master Servicer
shall pay, out of each amount paid to the Master Servicer as Master Servicing
Fees, the Excess Servicing Fees to the holder of the Excess Servicing Fee Right
within one Business Day following the payment of such Master Servicing Fees to
the Master Servicer, in each case in accordance with payment instructions
provided by such holder in writing to the Master Servicer. The holder of the
Excess Servicing Fee Right shall not have any rights under this Agreement except
as set forth in the preceding sentences of this paragraph.

         Subject to the Master Servicer's right to employ Sub-Servicers, the
right to receive the Master Servicing Fee may not be transferred in whole or in
part except pursuant to the immediately preceding paragraph or in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement.

         (b) The Master Servicer shall be entitled to receive the following
items as additional servicing compensation (the following items, collectively,
"Additional Master Servicing Compensation"):

         (i) that portion of any and all Net Default Interest collected with
     respect to the Mortgage Pool during any Collection Period that, in each
     case, accrued on the related Mortgage Loan when it was a Performing
     Mortgage Loan;

         (ii) 50% of any and all assumption application fees and Net Assumption
     Fees collected with respect to a Performing Mortgage Loan identified on
     Exhibit B-1H;

         (iii) 100% of any and all earnout fees, late payment charges, charges
     for beneficiary statements or demands and processing fees collected with
     respect to a Performing Mortgage Loan;

         (iv) 100% of any and all amounts collected with respect to the Mortgage
     Loans for checks returned for insufficient funds;


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         (v) any Prepayment Interest Excesses collected with respect to the
     Mortgage Loans; and

         (vi) interest or other income earned on deposits in the Investment
     Accounts maintained by the Master Servicer, in accordance with Section
     3.06(b) (but only to the extent of the Net Investment Earnings, if any,
     with respect to any such Investment Account for each Collection Period and,
     further, in the case of a Servicing Account or Reserve Account, only to the
     extent such interest or other income is not required to be paid to any
     Borrower under applicable law or under the related Mortgage); and

         To the extent that amounts described in clauses (i) through (v),
inclusive, of the preceding paragraph are collected by the Special Servicer, the
Special Servicer shall promptly pay such amounts to the Master Servicer.

         (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive monthly the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Mortgage Loan. As to each
Specially Serviced Mortgage Loan and REO Mortgage Loan, for any particular
calendar month or applicable portion thereof, the Special Servicing Fee shall
accrue at the Special Servicing Fee Rate on the same principal amount and for
the same number of days as interest accrues or is deemed to accrue from time to
time during such calendar month (or portion thereof) on such Specially Serviced
Mortgage Loan or such REO Mortgage Loan, as the case may be. As to each
Specially Serviced Mortgage Loan or REO Mortgage Loan, the Special Servicing Fee
shall be computed on the same Interest Accrual Basis as is applicable to the
accrual or deemed accrual of interest on such Specially Serviced Mortgage Loan
or REO Mortgage Loan, as the case may be. The Special Servicing Fee with respect
to any Specially Serviced Mortgage Loan or REO Mortgage Loan shall cease to
accrue as of the date a Liquidation Event occurs in respect thereof or, in the
case of a Specially Serviced Mortgage Loan, as of the date it becomes a
Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees shall be
payable monthly out of general collections on the Mortgage Loans and any REO
Properties on deposit in the Collection 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. 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 payment of interest (other than Post-ARD Additional Interest
and Default Interest) and principal received from the related Borrower on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout
Fee with respect to any Corrected Mortgage Loan will cease to be payable if a
Servicing Transfer Event occurs with respect thereto or if the related Mortgaged
Property becomes an REO Property; provided that a new Workout Fee would become
payable if and when such Mortgage Loan again became a Corrected Mortgage Loan.
If the Special Servicer is terminated (other than for cause), including pursuant
to Section 6.06, or resigns in accordance with Section 6.04, it shall retain the
right to receive any and all Workout Fees payable in respect of Mortgage Loans
that became Corrected Mortgage Loans during the period that it acted as Special
Servicer and that were still Corrected Mortgage Loans at the time of such
termination or resignation (and the successor Special Servicer shall not be
entitled to any portion of such Workout Fees), in each case until the Workout
Fee for any such loan ceases to be payable in accordance with the preceding
sentence.


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         As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Specially Serviced Mortgage Loan or REO Property as to which it receives
any full, partial or discounted payoff from the related Borrower or any
Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds (other than in
connection with the purchase of any such Specially Serviced Mortgage Loan or REO
Property by the Master Servicer, the Special Servicer or a Controlling Class
Certificateholder pursuant to Section 3.18 or Section 9.01, or the repurchase of
any Mortgage Loan by or on behalf of the related Mortgage Loan Seller pursuant
to or as contemplated by the related Mortgage Loan Purchase Agreement, or the
acquisition thereof by the Sole Certificateholder in exchange for all the
Certificates pursuant to Section 9.01). As to each such Specially Serviced
Mortgage Loan or REO Property, the Liquidation Fee shall be payable out of, and
shall be calculated by application of the applicable Liquidation Fee Rate to,
any such full, partial or discounted payoff, Insurance Proceeds, Condemnation
Proceeds and/or Liquidation Proceeds received or collected in respect thereof
(other than any portion of such payment or proceeds that represents Post-ARD
Additional Interest, Default Interest or a Prepayment Premium). The Liquidation
Fee with respect to any such Specially Serviced Mortgage Loan will not be
payable if such Mortgage Loan becomes a Corrected Mortgage Loan. Notwithstanding
anything herein to the contrary, no Liquidation Fee will be payable in
connection with the receipt of, or out of, Liquidation Proceeds collected as a
result of the purchase or other acquisition of any Specially Serviced Mortgage
Loan or REO Property described in the parenthetical to the first sentence of
this paragraph.

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

         (d) The Special Servicer shall be entitled to receive the following
items as additional special servicing compensation (the following items,
collectively, the "Additional Special Servicing Compensation"):

         (i) that portion of any Net Default Interest collected with respect to
     the Mortgage Pool during any Collection Period that, in each case, accrued
     with respect to the related Mortgage loan while it was a Specially Serviced
     Mortgage Loan or that accrued with respect to a REO Mortgage Loan;

         (ii) 100% (or, in the case of Performing Mortgage Loans identified on
     Exhibit B-1H, 50%) of any and all assumption application fees and Net
     Assumption Fees collected with respect to the Mortgage Loans;

         (iii) 100% of any and all modification fees and extension fees
     collected with respect to the Mortgage Loans;

         (iv) 100% of any and all earnout fees, charges for beneficiary
     statements or demands, and late payment charges collected with respect to
     Specially Serviced Mortgage Loans and REO Mortgage Loans; and


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

         To the extent that amounts described in clauses (i) through (iv),
inclusive, of the preceding paragraph are collected by the Master Servicer, the
Master Servicer shall promptly pay such amounts to the Special Servicer and
shall not be required to deposit such amounts in the Collection Account pursuant
to Section 3.04(a).

         (e) The Master Servicer and the Special Servicer shall each be required
(subject to Section 3.11(h) below) 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 Sub-Servicers
retained by it (including, except as provided in Section 3.22, any termination
fees) and the premiums for any blanket policy or the standby fee or similar
premium, if any, for any master force place policy obtained by it insuring
against hazard losses pursuant to Section 3.07(b)), if and to the extent such
expenses are not Servicing Advances or expenses payable directly out of the
Collection Account pursuant to Section 3.11(i) or otherwise, the Servicing
Accounts, the Reserve Accounts or the REO Account, and neither the Master
Servicer nor the Special Servicer shall be entitled to reimbursement for any
such expense incurred by it except as expressly provided in this Agreement. If
the Master Servicer is required to make any Servicing Advance hereunder at the
discretion of the Special Servicer in accordance with Section 3.19 or otherwise,
the Special Servicer shall promptly provide the Master Servicer with such
documentation regarding the subject Servicing Advance as the Master Servicer may
reasonably request.

         (f) If the Master Servicer or Special Servicer is required under this
Agreement to make a Servicing Advance, but neither does so within ten days after
such Advance is required to be made, the Trustee shall, if it has actual
knowledge of such failure on the part of the Master Servicer or Special
Servicer, as the case may be, give notice of such failure to, as applicable, the
Master Servicer or the Special Servicer. If such Advance is not made by the
Master Servicer or the Special Servicer within three Business Days after such
notice, then (subject to Section 3.11(h) below) the Trustee or a Fiscal Agent
appointed thereby shall make such Advance. If any Fiscal Agent makes any such
Servicing Advance, the Trustee shall be deemed not to be in default under this
Agreement for failing to do so.

         (g) The Master Servicer, the Special Servicer, the Trustee and any
Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of each Servicing
Advance made thereby (with its own funds), for so long as such Servicing Advance
is outstanding. Such interest with respect to any Servicing Advance shall be
payable: (i) first, out of any and all Default Interest collected with respect
to the entire Mortgage Pool subsequent to the accrual of such interest up to and
including the date on which such Servicing Advance is reimbursed; and (ii) then,
after such Advance is reimbursed, but only if and to the extent that such
Default Interest described in the immediately preceding clause (i) is
insufficient to cover such Advance Interest, out of general collections on the
Mortgage Loans and REO Properties on deposit in the Collection Account. The
Master Servicer shall reimburse itself, the Special Servicer, the Trustee or any
Fiscal Agent, as appropriate, for any Servicing Advance made by any such Person
as soon as practicable after funds available for such purpose are deposited in
the Collection Account.


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         (h) Notwithstanding anything to the contrary set forth herein, none of
the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent shall
be required to make any Servicing Advance that it determines in its reasonable
judgment would constitute a Nonrecoverable Servicing Advance. The determination
by any Person with an obligation hereunder to make Servicing Advances 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 by such Person in its reasonable, judgment and shall be evidenced by an
Officer's Certificate delivered promptly to the Depositor, the Certificate
Administrator and the Trustee (unless it is the Person making such
determination), which shall provide a copy thereof to the Controlling Class
Representative, setting forth the basis for such determination, accompanied by a
copy of an Appraisal (if and when available) of the related Mortgaged Property
or REO Property performed within the 12 months preceding such determination, and
further accompanied by any other information, including engineers' reports,
environmental surveys or similar reports, that such Person may have obtained and
that support such determination. Notwithstanding the foregoing, the Trustee and
any Fiscal Agent shall be entitled to conclusively rely on any determination of
nonrecoverability that may have been made by the Master Servicer or the Special
Servicer with respect to a particular Servicing Advance, and the Master Servicer
and the Special Servicer shall each be entitled to conclusively rely on any
determination of nonrecoverability that may have been made by the other such
party with respect to a particular Servicing Advance. A copy of any such
Officer's Certificate (and accompanying information) of the Master Servicer
shall also be delivered promptly to the Special Servicer, a copy of any such
Officer's Certificate (and accompanying information) of the Special Servicer
shall also be promptly delivered to the Master Servicer, and a copy of any such
Officer's Certificates (and accompanying information) of the Trustee or the
Fiscal Agent shall also be promptly delivered to the Master Servicer, the
Certificate Administrator and the Special Servicer.

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

         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 (but in any
event not later than 60 days) after the related Mortgage Loan becomes a
Specially Serviced Mortgage Loan; provided that the


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Special Servicer shall be entitled to reimbursement of the reasonable
out-of-pocket expenses incurred by it in connection therewith as provided for in
Section 3.05(a). Beginning in 2001, the Master Servicer (or, in the case of an
REO Property or a Mortgaged Property that secures a Specially Serviced Mortgage
Loan, the Special Servicer) shall at its expense (except as provided in the
prior sentence) perform or cause to be performed an inspection of each Mortgaged
Property (i) at least once every two years, in the case of each Mortgage Loan
with an unpaid principal balance under $2,000,000, and (ii) at least once every
calendar year, in the case of all other Mortgage Loans, in any event if the
Special Servicer has not already done so during that period pursuant to the
preceding sentence. The Master Servicer and the Special Servicer shall each
prepare a written report of each such inspection performed by it or on its
behalf that sets forth in detail the condition of the Mortgaged Property and
that specifies the occurrence or existence of: (i) any sale, transfer or
abandonment of the Mortgaged Property of which the Master Servicer or Special
Servicer, as applicable, is aware, (ii) any change in the condition, occupancy
or value of the Mortgaged Property that the Master Servicer or the Special
Servicer, as applicable, in accordance with the Servicing Standard, considers
material, or (iii) any waste committed on the Mortgaged Property that the Master
Servicer or the Special Servicer, as the case may be, in accordance with the
Servicing Standard, considers material. The Master Servicer and the Special
Servicer shall each deliver to each other and, upon request, to the Trustee and
the Certificate Administrator a copy (or image in suitable electronic media) of
each such written report prepared by it within 60 days of completion of the
related inspection.

         (b) The Special Servicer, in the case of any Specially Serviced
Mortgage Loan and any REO Property, and the Master Servicer, in the case of each
Performing Mortgage Loan, shall make reasonable efforts to collect promptly
(from each related Borrower in the case of a Mortgage Loan) annual, quarterly,
monthly and other periodic operating statements and related rent rolls of the
related Mortgaged Property or REO Property (and, in the case of a Mortgage Loan,
annual and quarterly financial statements of the related Borrower), whether or
not delivery of such items is required pursuant to the terms of the related
Mortgage (which efforts shall include at least three phone calls, followed by
confirming correspondence, requesting such delivery). The Special Servicer, in
the case of the Specially Serviced Mortgage Loans and REO Mortgage Loans, and
the Master Servicer, in the case of all other Mortgage Loans, shall promptly
review and analyze, and deliver to each other and, upon request, to the Trustee
and the Certificate Administrator copies of, all such items as may be collected
pursuant to this Agreement.

         Upon the discovery by the Master Servicer or the Special Servicer, of
any non-monetary default pursuant to the related Mortgage Loan documents
resulting from a failure by the related Borrower to timely deliver to the Master
Servicer or Special Servicer operating statements and rent rolls as provided
above, the Master Servicer and Special Servicer shall (as applicable) notify and
confirm to each other the nature of such default, identify the Mortgage Loan and
provide the Mortgage Loan identification number. During the continuance of such
a default, the Master Servicer shall determine whether or not to consent to the
release or cause the release of any funds from a related Servicing Account or
Reserve Account (except to pay current or past-due taxes, assessments, ground
rents and insurance premiums) to the Borrower or another Person, and shall (as
applicable) so inform the Borrower or the Special Servicer (who shall inform the
Borrower).

         Within 60 days after receipt by the Master Servicer or 45 days after
receipt by the Special Servicer of any annual operating statements with respect
to any Mortgaged Property or


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REO Property, as applicable, each of the Master Servicer and the Special
Servicer shall prepare or update (and, in the case of the Special Servicer,
forward within such 45-day period to the Master Servicer the related data fields
in an electronic format reasonably acceptable to the recipient) an NOI
Adjustment Worksheet for such Mortgaged Property or REO Property (with the
related operating statements and rent rolls attached thereto as an exhibit).

         Within 60 days after receipt by the Master Servicer, as to Performing
Mortgage Loans, and within 45 days after receipt by the Special Servicer, as to
Specially Serviced Mortgage Loans and REO Properties, of any annual, quarterly,
monthly or other periodic operating statements or related rent rolls with
respect to any Mortgaged Property or REO Property, the Master Servicer or
Special Servicer, as applicable, shall, based upon such operating statements and
rent rolls, prepare (or, if previously prepared, update) (and, in the case of
the Special Servicer, forward to the Master Servicer) the written analysis of
operations (the "Operating Statement Analysis Report") for that property. Each
such Operating Statement Analysis Report shall be substantially in the form of,
and containing the information called for in, the downloadable form of the
"Operating Statement Analysis Report" available as of the Closing Date on the
CMSA Website or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for by the form of the "Operating Statement Analysis Report" available as
of the Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer.

         As and when requested by the Master Servicer, the Special Servicer
shall remit each Operating Statement Analysis Report prepared by it or related
data fields, together with the underlying operating statements and rent rolls,
to the Master Servicer in a format reasonably acceptable to the Master Servicer.

         All Operating Statement Analysis Reports and NOI Adjustment Worksheets
shall be maintained by the Master Servicer with respect to each Mortgaged
Property and REO Property, and the Master Servicer shall, upon request, forward
copies thereof (which may be provided in electronic format) to the Certificate
Administrator, together with the related operating statements and, upon the
Certificate Administrator's request, the rent rolls. The Certificate
Administrator shall, upon request and to the extent such items have been
delivered to the Certificate Administrator by the Master Servicer, deliver to
the Trustee, the related Mortgage Loan Seller, the Special Servicer, the
Controlling Class Representative, any Certificateholder or, to the extent the
Certificate Administrator has in accordance with Section 5.06(b) confirmed the
Ownership Interest in the Certificates held thereby, any Certificate Owner, a
copy of each such Operating Statement Analysis Report (or update thereof), each
such NOI Adjustment Worksheet and the related operating statement and rent
rolls.

         If, with respect to any Mortgage Loan (other than a Specially Serviced
Mortgage Loan), the Special Servicer has any questions for the related Borrower
based upon the information received by the Special Servicer pursuant to Section
3.12(a) or this Section 3.12(b), the Master Servicer shall, in this regard and
without otherwise changing or modifying its duties hereunder, reasonably
cooperate with the Special Servicer in assisting the Special Servicer to contact
and solicit information from such Borrower.


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         (c) Not later than 12:00 p.m. (New York City time) on the first
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Master Servicer (and, upon
request, the Controlling Class Representative) the following reports (or data
files relating to reports of the Master Servicer) with respect to the Specially
Serviced Mortgage Loans and any REO Properties, providing the required
information as of such Determination Date: (i) a Property File; (ii) a Loan
Periodic Update File; and (iii) a Financial File. At or before 12:00 p.m. (New
York City time) on the first Business Day following each Determination Date, the
Special Servicer shall prepare and deliver or cause to be delivered to the
Master Servicer the following reports or related data fields reflected in the
reports reasonably requested with respect to the Specially Serviced Mortgage
Loans and any REO Properties, providing the information required of the Special
Servicer in an electronic format reasonably acceptable to the Master Servicer as
of such Determination Date: (i) a Delinquent Loan Status Report; (ii) a
Comparative Financial Status Report; (iii) an Historical Liquidation Report;
(iv) an Historical Loan Modification Report; and (v) an REO Status Report.

         (d) No later than 2:00 p.m. (New York City time), on the second
Business Day after each Determination Date commencing in March 2001, but in no
event later than 10:00 a.m., two Business Days prior to the Distribution Date,
the Master Servicer shall prepare (if and to the extent necessary) and deliver
or cause to be delivered to the Certificate Administrator, in electronic format
reasonably acceptable to the Certificate Administrator, each of the files and
reports comprising the CMSA Investor Reporting Package (excluding any Collateral
Summary and Bond Level File), in each case providing the most recent information
as of the related Determination Date. The Loan Periodic Update File, together
with any written information supplemental thereto that is contemporaneously
delivered by the Master Servicer to the Certificate Administrator, shall include
such information with respect to the Mortgage Loans that is required by the
Certificate Administrator for purposes of making the calculations and preparing
the reports for which the Certificate Administrator is responsible pursuant to
Section 4.01, Section 4.02, Section 4.05 or any other section of this Agreement,
as set forth in written specifications or guidelines issued by the Certificate
Administrator from time to time and reasonably acceptable to the Master
Servicer. Such supplemental information may be delivered by the Master Servicer
to the Certificate Administrator by telecopy or in such electronic or other form
as may be reasonably acceptable to the Certificate Administrator and the Master
Servicer. The Special Servicer shall from time to time (and, in any event, as
may be reasonably required by the Master Servicer) provide the Master Servicer
with such information in its possession regarding the Specially Serviced
Mortgage Loans and REO Properties as may be necessary for the Master Servicer to
prepare each report and any supplemental information to be provided by the
Master Servicer to the Certificate Administrator.

         (e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) and Section 3.12(c), and the Master
Servicer shall deliver to the Certificate Administrator the reports set forth in
Section 3.12(d), in an electronic format reasonably acceptable to the Special
Servicer, the Master Servicer and the Certificate Administrator. 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 Section
3.12(c). The Certificate Administrator may, absent manifest error, conclusively
rely on the reports to be provided by the Master Servicer pursuant to Section
3.12(d). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the
extent that such information or reports are, in turn, based on information or
reports to be provided by the Special Servicer pursuant to


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Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be
prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or
Section 3.12(c), the Master Servicer shall have no obligation to provide such
information or reports to the Certificate Administrator until it has received
the requisite 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 Section 3.12(d) caused by the Special Servicer's failure to
timely provide any information or report required under Section 3.12(b) or
Section 3.12(c) of this Agreement.

         (f) Notwithstanding the foregoing, however, the failure of the Master
Servicer or Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section
3.12 to the extent the Master Servicer or Special Servicer so fails because such
disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer as the case may be, would violate any applicable law or any provision
of a Mortgage Loan document prohibiting disclosure of information with respect
to the Mortgage Loans or Mortgaged Properties or would constitute a waiver of
the attorney-client privilege on behalf of the Trust. The Master Servicer and
Special Servicer may disclose any such information or any additional information
to any Person so long as such disclosure is consistent with applicable law and
the Servicing Standard. The Master Servicer or the Special Servicer may affix to
any information provided by it any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other
party hereto).

         (g) The Depositor shall provide to the Master Servicer the initial data
(as of the Cut-off Date or the most recent earlier date for which such data is
available) necessary to complete the Loan Periodic Update File, the Operating
Statement Analysis Report, the Property File and the Comparative Financial
Report.

         (h) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement, the Master Servicer or the Special Servicer, as the case may be, may
satisfy such obligation by (x) physically delivering a paper copy of such
statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on the Master Servicer's Internet website or the
Certificate Administrator's Internet website, unless this Agreement expressly
specifies a particular method of delivery. Notwithstanding the foregoing, the
Trustee and the Certificate Administrator each may request delivery in paper
format of any statement, report or information required to be delivered to the
Trustee and clause (z) shall not apply to the delivery of any information
required to be delivered to the Trustee or the Certificate Administrator unless
the Trustee or the Certificate Administrator, as the case may be, consents to
such delivery.

         SECTION 3.13. Annual Statement as to Compliance.

         Each of the Master Servicer and the Special Servicer will deliver to
the Trustee and the Certificate Administrator, with a copy to the Depositor and
each other, on or before March 15 of each year, beginning March 15, 2001, an
Officer's Certificate (the "Annual Performance Certification") stating that (i)
a review of the activities of the Master Servicer or the Special Servicer, as
the case may be, during the preceding calendar year, and of its performance
under this Agreement during such calendar year, has been made under the signing
officer's supervision, (ii) to


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the best of such officer's knowledge, based on such review, the Master Servicer
or the Special Servicer, as the case may be, has in all material respects
fulfilled its obligations under this Agreement throughout the preceding calendar
year, or, if there has been a material default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof, and (iii) the Master Servicer or the Special Servicer, as
the case may be, has received no notice regarding the qualification or status of
any REMIC Pool as a REMIC or the status of either Grantor Trust Pool as a
Grantor Trust or otherwise asserting a tax (other than ad valorem real property
taxes or other similar taxes on REO Property) on the income or assets of any
portion of the Trust Fund from the IRS or from any other governmental agency or
body or, if it has received any such notice, specifying the details thereof;
provided that neither the Master Servicer nor the Special Servicer shall be
required to deliver its Annual Performance Certification until April 15 in any
given year so long as it has received written confirmation from the Depositor or
the Certificate Administrator that a Report on Form 10-K is not required to be
filed in respect of the Trust for the preceding calendar year. The signing
officer shall have no personal liability with respect to the content of any such
statement, and the Master Servicer or the Special Servicer, as the case may be,
shall be deemed to have made such statement and shall assume any liability
resulting therefrom.

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

         SECTION 3.14. Reports by Independent Public Accountants.

         On or before March 15 of each year, beginning March 15, 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 Special Servicer, as applicable) and that is a member of the
American Institute of Certified Public Accountants to furnish a statement (the
"Annual Accountant's Report") to the Depositor, the Controlling Class
Representative, the Certificate Administrator and the Trustee to the effect that
(i) it has obtained a letter of representation regarding certain matters from
the management of the Master Servicer or the Special Servicer, as the case may
be, which includes an assertion that the Master Servicer or the Special
Servicer, as the case may be, has complied with certain minimum mortgage loan
servicing standards (to the extent applicable to commercial and multifamily
mortgage loans), identified in the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America,
with respect to the servicing of commercial and multifamily mortgage loans
during the most recently completed calendar year, and (ii) on the basis of an
examination conducted by such firm in accordance with standards set by the
American Institute of Certified Public Accountants, such representation is
fairly stated in all material respects, subject to such exceptions and other
qualifications as may be appropriate; provided that neither the Master Servicer
nor the Special Servicer will be required to cause the delivery of its Annual
Accountant's Report until April 15 in any given year so long as it has received
written confirmation from the Depositor or the Certificate Administrator that a
Report on From 10-K is not required to be filed in respect of the Trust for the
preceding calendar year. In rendering its report such firm may rely, as to
matters relating to the direct servicing of commercial and multifamily mortgage
loans by Sub-Servicers,


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upon comparable reports of firms of independent certified public accountants
rendered on the basis of examinations conducted in accordance with the same
standards (rendered within one year of such report) with respect to those
Sub-Servicers.

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

         SECTION 3.15. Access to Certain Information.

         Each of the Master Servicer and the Special Servicer shall provide or
cause to be provided to the other such party, the Depositor, the Trustee, the
Certificate Administrator, the Controlling Class Representative and the Rating
Agencies, and to the OTS, the FDIC, and any other federal or state banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, access to any documentation regarding the Mortgage Loans and
the other assets of the Trust Fund that are within its control which may be
required by this Agreement or by applicable law, except to the extent that (i)
such documentation is subject to a claim of privilege under applicable law that
has been asserted by the Certificateholders and of which the Master Servicer or
the Special Servicer, as applicable, has received written notice or (ii) the
Master Servicer or the Special Servicer is otherwise prohibited from making such
disclosure under applicable law, or may be subject to liability for making such
disclosure in the opinion of the counsel for the Master Servicer or Special
Servicer (which counsel may be a salaried employee of the Master Servicer or
Special Servicer). Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it. However, the Master Servicer and the Special Servicer may charge for any
copies requested by said Persons. The Master Servicer and the Special Servicer
shall each be permitted to affix a reasonable disclaimer to any information
provided by it pursuant to this Section 3.15.

         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 shall sell any REO Property by the end
of the third calendar year following the year in which the Trust acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) applies, more than 60 days prior to the
expiration of such liquidation period, and is granted an extension of time (an
"REO Extension") by the Internal Revenue Service to sell such REO Property or
(ii) obtains for the Trustee and the Tax Administrator an Opinion of Counsel,
addressed to the Trustee and the Tax Administrator, to the effect that the
holding by the Trust of such REO Property subsequent to the end of the third
calendar year following the year in which such acquisition occurred, will not
result in the imposition of taxes on "prohibited transactions" of any REMIC Pool
as defined in Section 860F of the Code or cause any REMIC Pool 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


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preceding sentence, the Special Servicer shall sell such REO Property within
such extended period as is permitted by such REO Extension or such Opinion of
Counsel, as the case may be. Any reasonable expense incurred by the Special
Servicer in connection with its being granted 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 be
an expense of the Trust payable out of the Collection Account pursuant to
Section 3.05(a). Any REO Extension shall be requested by the Special Servicer no
later than 60 days before the end of the third calendar year following the year
in which the Trust acquired ownership of the related REO Property.

         (b) The Special Servicer shall segregate and hold all funds collected
and received in connection with any REO Property separate and apart from its own
funds and general assets. If an REO Acquisition shall occur, the Special
Servicer shall establish and maintain one or more accounts (collectively, the
"REO Account"), to be held on behalf of the Trustee in trust for the benefit of
the Certificateholders, for the retention of revenues and other proceeds derived
from each REO Property. The REO Account shall be an Eligible Account and may
consist of one account for all the REO Properties. The Special Servicer shall
deposit, or cause to be deposited, in the REO Account, within one (1) Business
Day of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation
Expenses paid therefrom) and Insurance Proceeds received in respect of an REO
Property. The Special Servicer is authorized to pay out of related Liquidation
Proceeds any Liquidation Expenses incurred in respect of an REO Property and
outstanding at the time such proceeds are received. Funds in the REO Account may
be invested in Permitted Investments in accordance with Section 3.06. The
Special Servicer shall be entitled to make withdrawals from the REO Account to
pay itself, as additional servicing compensation in accordance with Section
3.11(d), interest and investment income earned in respect of amounts held in the
REO Account as provided in Section 3.06(b) (but only to the extent of the Net
Investment Earnings with respect to the REO Account for any Collection Period).
The Special Servicer shall give notice to the other parties hereto of the
location of the REO Account when first established and of the new location of
the REO Account prior to any change thereof.

         (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the REO
Account relating to such REO Property. At or before 1:00 p.m. New York City time
on the Business Day following the end of each Collection Period, the Special
Servicer shall withdraw from the REO Account and deposit into the Collection
Account or deliver to the Master Servicer (which shall deposit such amounts into
the Collection Account) the aggregate of all amounts received in respect of each
REO Property during such Collection Period, net of any withdrawals made out of
such amounts pursuant to the preceding sentence; provided that the Special
Servicer may retain in the REO Account such portion of proceeds and collections
as may be necessary to maintain a reserve of sufficient funds for the proper
operation, management, maintenance and disposition of the related REO Property
(including without limitation the creation of a reasonable reserve for repairs,
replacements and necessary capital improvements and other related expenses),
such reserve not to exceed an amount sufficient to cover such items to be
incurred during the following twelve-month period.

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


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         SECTION 3.17. Management of REO Property.

         (a) Prior to the acquisition of title to any Mortgaged Property
securing a defaulted Mortgage Loan, 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. 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"), then 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 reasonable judgment of the Special Servicer, it
     is commercially reasonable) acquire such Mortgaged Property as REO Property
     and so lease or operate such REO Property; or

         (iii) It would not be commercially reasonable to operate and manage
     such property as REO Property without the Trust incurring or possibly
     incurring an REO Tax on income from such property, then the Special
     Servicer shall deliver to the Tax 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
     reasonably possible, estimates of the amount of income from each such
     source. Within a reasonable period of time after receipt of such plan, the
     Tax Administrator shall consult with the Special Servicer and shall advise
     the Special Servicer of the Trust's federal income tax reporting position
     with respect to the various sources of income that the Trust would derive
     under the Proposed Plan. In addition, the Tax Administrator shall (to the
     maximum extent reasonably possible) advise the Special Servicer of the
     estimated amount of taxes that the Trust would be required to pay with
     respect to each such source of income from such REO Property. After
     receiving the information described in the two preceding sentences from the
     Tax 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.

         Subject to Section 3.16(b), the Special Servicer's decision as to how
each REO Property shall be managed and operated shall be in accordance with the
Servicing Standard. Both the Special Servicer and the Tax Administrator may
consult with counsel knowledgeable in such matters at (to the extent reasonable)
the expense of the Trust in connection with determinations required under this
Section 3.17(a). Neither the Special Servicer nor the Tax Administrator shall be
liable to the Certificateholders, the Trust, the other parties hereto or each
other for errors in


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judgment made in good faith in the reasonable exercise of their discretion or in
reasonable and good faith reliance on the advice of knowledgeable counsel while
performing their respective responsibilities under this Section 3.17(a) or, to
the extent it relates to federal income tax consequences for the Trust, Section
3.17(b) below. Nothing in this Section 3.17(a) is intended to prevent the sale
of a Defaulted Mortgage Loan or REO Property pursuant to the terms and subject
to the conditions of Section 3.18.

         (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 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), result in the receipt by any REMIC
Pool of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or in an Adverse REMIC Event in respect of any such
REMIC. Except as provided in Section 3.17(a), the Special Servicer shall not
enter into any lease, contract or other agreement that causes any REMIC Pool to
receive, and (unless required to do so under any lease, contract or agreement to
which the Special Servicer or the Trust may become a party or successor to a
party due to a foreclosure, deed-in-lieu of foreclosure or other similar
exercise of a creditor's rights or remedies with respect to a Mortgage Loan)
shall not cause or allow any REMIC Pool to receive, any "net income from
foreclosure property" that is subject to taxation under the REMIC Provisions.
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:

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

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

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

         (iv) all costs and expenses necessary to maintain, lease, sell,
     protect, manage, 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 Special Servicer shall direct the Master
Servicer to make (and the Master Servicer shall so make) Servicing Advances in
such amounts as are necessary for such purposes unless (as evidenced in the
manner contemplated by Section 3.11(h)) the Special Servicer or the Master
Servicer determines, in its reasonable judgment, that such payment would be a
Nonrecoverable Servicing Advance.

         (c) The Special Servicer may (and, except as otherwise permitted by
Section 3.17(a), shall if it would avoid an Adverse REMIC Event) contract with
any Independent Contractor for the operation and management of any REO Property,
provided that:


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         (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) shall be reasonable and customary in consideration of the
     nature and locality of the REO Property;

         (iii) any such contract shall be consistent with the provisions of
     Treasury Regulation Section 1.856-4(b)(5) and, to the extent consistent
     therewith, shall be administered to require that the Independent
     Contractor, in a timely manner, (A) to the extent of available revenue from
     the REO Property, pay all costs and expenses incurred in connection with
     the operation and management of such REO Property, including, those listed
     in Section 3.17(b) above, and (B) remit all related revenues collected (net
     of its fees and such costs and expenses) to the Special Servicer upon
     receipt;

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

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

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

         SECTION 3.18. Sale of Mortgage Loans and REO Properties.

         (a) The parties hereto 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 2.02, 2.03 and 9.01.

         (b) If the Special Servicer has determined, in its reasonable judgment,
that any Defaulted Mortgage Loan will become subject to foreclosure proceedings
and that the sale of such Mortgage Loan under the circumstances provided in this
Section 3.18 is in accordance with the Servicing Standard, then the Special
Servicer shall promptly so notify in writing the Certificate Administrator, the
Trustee and the Master Servicer, and the Certificate Administrator shall, within
five Business Days after receipt of such notice, so notify all the Controlling
Class Certificateholders. Any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders may, at its or their option,
within 15 days after receipt of such notice, purchase any Defaulted Mortgage
Loan out of the Trust Fund at a cash price equal to the applicable Purchase
Price; provided that, if more than one Controlling Class Certificateholder or
group of Controlling Class Certificateholders desire to purchase such Defaulted
Mortgage Loan, preference shall be given to the Controlling Class
Certificateholder or group of Controlling Class Certificateholders with the
largest Percentage Interest in the Controlling Class; and provided, further
that, if more than


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one Controlling Class Certificateholder or group of Controlling Class
Certificateholders have the same Percentage Interest in the Controlling Class,
preference shall be given to the Controlling Class Certificateholder or group of
Controlling Class Certificateholders which first notifies the Special Servicer
of its intention to purchase such Defaulted Mortgage Loan. The Purchase Price
for any Defaulted Mortgage Loan purchased under this Section 3.18(b) shall be
deposited into the Collection Account, and the Trustee, upon receipt of an
Officer's Certificate from the Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Certificateholder(s)
effecting such purchase (or to its or their designee) 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 such Certificateholder(s) ownership of such Mortgage Loan
(subject to any rights of a Designated Sub-Servicer to primary service (or to
perform select servicing duties with respect to) such Mortgage Loan). In
connection with any such purchase, the Special Servicer shall deliver the
related Servicing File to the Certificateholder(s) effecting such purchase (or
to its or their designee).

         (c) If none of the Controlling Class Certificateholders has purchased
any Defaulted Mortgage Loan described in the first sentence of Section 3.18(b)
within 15 days of such Holders' having received notice in respect thereof
pursuant to Section 3.18(b) above, then the Certificate Administrator shall
within five Business Days of the end of such 15-day period send notice to the
Master Servicer and the Special Servicer that such Mortgage Loan was not
purchased by such Certificateholder(s), and either the Special Servicer or the
Master Servicer (in that order of priority) may, at its option, within 15 days
after receipt of such notice, purchase (or designate an Affiliate thereof to
purchase) such Mortgage Loan out of the Trust Fund at a cash price equal to the
Purchase Price. The Purchase Price for any such Mortgage Loan purchased under
this Section 3.18(c) shall be deposited into the Collection Account, and the
Trustee, upon receipt of an Officer's Certificate from the Master Servicer to
the effect that such deposit has been made, shall release or cause to be
released to the Master Servicer or the Special Servicer (or the designated
Affiliate thereof), 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 (or the designated Affiliate thereof),
as applicable, the ownership of such Mortgage Loan (subject to any rights of a
Designated Sub-Servicer to primary service (or to perform select servicing
duties with respect to) such Mortgage Loan). In connection with any such
purchase by the Master Servicer (or any designated Affiliate thereof), the
Special Servicer shall deliver the related Servicing File to the Master Servicer
(or any designated Affiliate thereof). For purposes of the other sections of
this Agreement, any purchase of a Defaulted Mortgage Loan by a designated
Affiliate of the Master Servicer or Special Servicer pursuant to this Section
3.18(c) shall be deemed a purchase of such Defaulted Mortgage Loan by the Master
Servicer or the Special Servicer, as applicable.

         (d) Subject to Section 3.24, the Special Servicer may offer to sell any
Defaulted Mortgage Loan not otherwise purchased pursuant to Section 3.18(b) or
Section 3.18(c) above, 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 Certificateholders (as a collective whole). 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) for a period of not less than 15 days. Subject to
Section 3.18(h) and Section 3.24, the Special Servicer shall accept the highest
cash


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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.

         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). Subject to Section
3.18(h) and Section 3.24, the Special Servicer shall accept the first (and, if
multiple bids are received by a specified bid date, the highest) cash bid
received from any Person that constitutes a fair price (determined pursuant to
Section 3.18(e) below) for such REO Property; provided that, if the Special
Servicer receives more than two bids from Independent third parties, it may also
submit a bid. If the Special Servicer reasonably believes that it will be unable
to realize a fair price (determined pursuant to Section 3.18(e) below) 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.

         The Special Servicer shall give the Certificate Administrator, the
Trustee, the Master Servicer and the Controlling Class Representative not less
than five Business Days' prior written notice of its intention to sell any
Defaulted 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, none of the Trustee, the Certificate Administrator or the Tax
Administrator, in each case in its individual capacity, and none of their
respective Affiliates and agents, may bid for or purchase any Defaulted Mortgage
Loan or 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 or, if such cash bid is
from the Special Servicer or an Affiliate thereof, by the Master Servicer (or,
if the Master Servicer or an Affiliate thereof is also bidding, by the Trustee).
In determining whether any bid received from the Special Servicer or an
Affiliate thereof represents a fair price for any such Mortgage Loan or REO
Property, the Master Servicer or Trustee, as applicable, shall be supplied with
and shall be entitled to rely on the most recent Appraisal in the related
Servicing File conducted in accordance with this Agreement within the preceding
12-month period (or, in the absence of any such Appraisal or if there has been a
material change at the subject property since any such Appraisal, on a new
Appraisal to be obtained by the Special Servicer (the cost of which shall be
covered by, and be reimbursable as, a Servicing Advance)). The appraiser
conducting any such new Appraisal shall be a Qualified Appraiser that is (i)
selected by the Special Servicer if neither the Special Servicer nor any
Affiliate thereof is bidding with respect to a Defaulted Mortgage Loan or REO
Property and (ii) selected by the Master Servicer (or, if the Master Servicer or
an Affiliate thereof is also bidding, by the Trustee) if either the Special
Servicer or any Affiliate thereof is so bidding. Where any Interested Person is
among those bidding with respect to a Defaulted Mortgage Loan or REO Property,
the Special Servicer shall require that all bids be submitted to it (or, if the
Special Servicer or an Affiliate thereof is bidding, shall be submitted by it to
the Master Servicer (or, if the Master Servicer or an Affiliate thereof is also
bidding, to the Trustee)) 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 the Special Servicer or an Affiliate thereof
constitutes a fair price for any such Mortgage Loan or


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REO Property, the Special Servicer shall take into account the results of any
Appraisal or updated Appraisal that it or the Master Servicer may have obtained
in accordance with this Agreement within the preceding 12-month period, and any
Qualified Appraiser 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, no cash bid from the Special Servicer or any Affiliate thereof shall
constitute a fair price for any Defaulted Mortgage Loan or REO Property unless
such bid is the highest cash bid received and at least two independent bids (not
including the bid of the Special Servicer or any Affiliate) have been received.
In the event the bid of the Special Servicer or any Affiliate thereof is the
only bid received or is the higher of only two bids received, then additional
bids shall be solicited. If an additional bid or bids, as the case may be, are
received and the original bid of the Special Servicer or any Affiliate thereof
is the highest of all cash bids received or if no additional bids are received,
then the bid of the Special Servicer or such Affiliate shall be accepted,
provided that the Master Servicer or Trustee, as applicable, has otherwise
determined, as provided above in this Section 3.18(e), that such bid constitutes
a fair price for any Defaulted Mortgage Loan or REO Property. Any bid by the
Special Servicer shall be unconditional; and, if accepted, the Defaulted
Mortgage Loan or REO Property shall be transferred to the Special Servicer
without recourse, representation or warranty other than customary
representations as to title given in connection with the sale of a mortgage loan
or real property.

         (f) Subject to Sections 3.18(a) through 3.18(e) above, the Special
Servicer shall act on behalf of the Trust 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 Collection Account. Any sale of a Defaulted
Mortgage Loan or any REO Property shall be final and without recourse (except
for warranties of title and condition contemplated by Section 3.18(d)) to the
Trustee or the Trust, and if such sale is consummated in accordance with the
terms of this Agreement, none of the Special Servicer, the Certificate
Administrator or the Trustee shall have any liability to any Certificateholder
with respect to the purchase price therefor accepted by the Special Servicer or
the Trustee.

         (g) Any sale of a Defaulted Mortgage Loan or any REO Property shall be
for cash only.

         (h) Notwithstanding any of the foregoing paragraphs of this Section
3.18, but subject to Section 3.24, the Special Servicer shall not be obligated
to accept the highest cash 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 (as a collective whole), and the Special
Servicer may accept a lower cash bid (from any Person 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
(as a collective whole) (for example, if the prospective buyer


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making the lower bid is more likely to perform its obligations or the terms
(other than price) offered by the prospective buyer making the lower bid are
more favorable).

         SECTION 3.19. Additional Obligations of Master Servicer and the Special
Servicer.

         (a) The Master Servicer shall deliver to the Certificate Administrator
for deposit in the Distribution Account on each Master Servicer Remittance Date,
without any right of reimbursement therefor, an amount (a "Compensating Interest
Payment") equal to the lesser of (i) the aggregate amount of Prepayment Interest
Shortfalls incurred in connection with Principal Prepayments received in respect
of the Mortgage Pool during the most recently ended Collection Period, and (ii)
the aggregate of (A) that portion of its Master Servicing Fees for the related
Collection Period that is, in the case of each and every Mortgage Loan and REO
Mortgage Loan for which such Master Servicing Fees are being paid in such
Collection Period, calculated at 0.02% per annum, and (B) all Prepayment
Interest Excesses received by the Master Servicer during the most recently ended
Collection Period.

         (b) Once per calendar month, the Special Servicer shall provide the
Master Servicer with a list of Servicing Advances made by the Special Servicer
during the prior month, and the Master Servicer shall be obligated, out of the
Master Servicer's own funds, to reimburse the Special Servicer for such
Servicing Advances (other than Nonrecoverable Servicing Advances), together with
interest thereon at the Reimbursement Rate from the date made to, but not
including, the date of reimbursement. Such reimbursement and any accompanying
payment of interest shall be made within ten days of the request therefor by
wire transfer of immediately available funds to an account designated by the
Special Servicer; provided that such request shall be accompanied by any
information in the Special Servicer's possession reasonably necessary to make a
nonrecoverability determination. Upon the Master Servicer's reimbursement to the
Special Servicer of any Servicing Advance and payment to the Special Servicer of
interest thereon, all in accordance with this Section 3.19(b), the Master
Servicer shall for all purposes of this Agreement be deemed to have made such
Servicing Advance at the same time as the Special Servicer actually made such
Servicing Advance, and accordingly, the Master Servicer shall be entitled to
reimbursement for such Servicing Advance, together with interest thereon in
accordance with Sections 3.05(a) and 3.11(g), at the same time, in the same
manner and to the same extent as the Master Servicer would otherwise have been
entitled if it had actually made such Servicing Advance at the time the Special
Servicer did.

         Notwithstanding anything to the contrary contained in any other Section
of this Agreement, if the Special Servicer is required under this Agreement (but
subject to the following paragraph) to make any Servicing Advance but does not
desire to do so, the Special Servicer may, in its sole discretion, request that
the Master Servicer make such Servicing Advance. Any such request shall be made,
in writing, in a timely manner that does not adversely affect the interests of
any Certificateholder (and, in any event, to the extent reasonably practicable,
at least five Business Days in advance of the date on which the subject
Servicing Advance is to be made) and shall be accompanied by such information
and documentation regarding the subject Servicing Advance as the Master Servicer
may reasonably request; provided, however, that the Special Servicer shall not
be entitled to make such a request (other than for Emergency Advances) more
frequently than once per calendar month (although such request may relate to
more than one Servicing Advance). The


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Master Servicer shall have the obligation to make any such Servicing Advance
(other than a Nonrecoverable Servicing Advance) that it is so requested by the
Special Servicer to make, within five Business Days of the Master Servicer's
receipt of such request and such information and documentation regarding the
subject Servicing Advance(s) as the Master Servicer may reasonably request. The
Special Servicer shall cooperate with the Master Servicer's verification
process. If the request is timely and properly made, the Special Servicer shall
be relieved of any obligations with respect to a Servicing Advance that it so
requests the Master Servicer to make (regardless of whether or not the Master
Servicer shall make such Servicing Advance). The Master Servicer shall be
entitled to reimbursement for any Servicing Advance made by it at the direction
of the Special Servicer, together with interest thereon in accordance with
Sections 3.05(a) and 3.11(g), at the same time, in the same manner and to the
same extent as the Master Servicer is entitled with respect to any other
Servicing Advances made thereby.

         Notwithstanding the foregoing provisions of this Section 3.19(b), the
Master Servicer shall not be required to reimburse the Special Servicer for, or
to make at the direction of the Special Servicer, any Servicing Advance if the
Master Servicer determines in its reasonable judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master
Servicer shall notify the Special Servicer in writing of such determination and,
if applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the
Special Servicer pursuant to Section 3.05(a).

         (c) Promptly following the occurrence of an Appraisal Trigger Event
with respect to any Mortgage Loan, the Special Servicer shall obtain (or, if
such Mortgage Loan has a Stated Principal Balance of $2,000,000 or less, at its
discretion, conduct) an Appraisal of the related Mortgaged Property, unless an
Appraisal (or an update of an Appraisal) thereof had previously been obtained
(or, if applicable, conducted) within the preceding 12-month period and there
has been no subsequent material change in the circumstances surrounding the
related Mortgaged Property that in the judgment of the Special Servicer would
materially affect the value of the property, and shall deliver a copy of such
Appraisal to the Certificate Administrator, the Master Servicer and the
Controlling Class Representative. If such Appraisal is obtained from a Qualified
Appraiser, the cost thereof shall be covered by, and be reimbursable as, a
Servicing Advance. Promptly following the receipt of, and based upon, such
Appraisal, the Special Servicer shall determine and report to the Master
Servicer and the Certificate Administrator the then applicable Appraisal
Reduction Amount, if any, with respect to the subject Required Appraisal Loan.

         For so long as any Mortgage Loan or REO Mortgage Loan remains a
Required Appraisal Loan, the Special Servicer shall, within 30 days of each
anniversary of such loan's having become a Required Appraisal Loan, obtain (or,
if such Required Appraisal Loan has a Stated Principal Balance of $2,000,000 or
less, at its discretion, conduct) an update of the prior Appraisal. If such
update is obtained from a Qualified Appraiser, the cost thereof shall be covered
by, and be reimbursable as, a Servicing Advance. Promptly following the receipt
of, and based upon, such update, the Special Servicer shall redetermine and
report to the Trustee, the Master Servicer and the Certificate Administrator the
then applicable Appraisal Reduction Amount, if any, with respect to the subject
Required Appraisal Loan.


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         At any time that any Appraisal Reduction Amount exists with respect to
any Required Appraisal Loan, the Controlling Class Representative may, at its
own expense, obtain from a Qualified Appraiser and deliver to the Trustee, the
Master Servicer, the Special Servicer and the Certificate Administrator an
Appraisal of the related Mortgaged Property or REO Property, as the case may be.
Upon the written request of the Controlling Class Representative, the Special
Servicer shall recalculate the Appraisal Reduction Amount with respect to such
Required Appraisal Loan based on the Appraisal delivered by the Controlling
Class Representative and notify the Trustee, the Certificate Administrator, the
Master Servicer and the Controlling Class Representative of such recalculated
Appraisal Reduction Amount (if any).

         (d) The Master Servicer shall not be required to pay without
reimbursement the fees charged by any Rating Agency for a (i) confirmation as to
the lack of an Adverse Rating Event with respect to any Class of Rated
Certificates or (ii) in connection with any other particular matter, unless the
Master Servicer has failed to use efforts in accordance with the Servicing
Standard to collect such fees from the Borrower.

         (e) In connection with each prepayment of principal received hereunder,
the Master Servicer shall calculate any applicable Prepayment Premium payable
under the terms of the related Mortgage Note or loan agreement. Upon written
request of any Certificateholder, the Master Servicer shall disclose to such
Certificateholder its calculation of any such Prepayment Premium.

         (f) The Master Servicer shall not permit defeasance of any Mortgage
Loan (x) before the earliest date on which defeasance is permitted under the
terms of such Mortgage Loan, or (y) subject to the terms of such Mortgage Loan,
unless (i) the defeasance collateral consists of government securities (as
defined in Section 2(a)(16) of the Investment Company Act), (ii) the Master
Servicer has determined that the defeasance will not result in an Adverse REMIC
Event in respect of any REMIC Pool, (iii) the Master Servicer has notified the
Rating Agencies, (iv) the Master Servicer has confirmed that such defeasance
will not result in an Adverse Rating Event with respect to any Class of Rated
Certificates (provided that the requirement to obtain such confirmation will be
a precondition to the defeasance only if the Master Servicer is able under the
related Mortgage Loan documents and applicable law to prevent the defeasance if
such confirmation is not obtained and either the subject Mortgage Loan has a
Stated Principal Balance in excess of the lesser of $5,000,000 and 1.0% of the
then aggregate Stated Principal Balance of the Mortgage Pool or the Master
Servicer is unable to execute and deliver the certification attached hereto as
Exhibit B-4 in connection with the subject defeasance), and (v) the Master
Servicer has requested and received from the related Borrower (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 (or, in the case of an ARD Loan, on or before its Anticipated
Repayment Date) and to timely pay each Monthly Payment scheduled to be due prior
thereto but after the defeasance; provided that, if under the terms of the
related Mortgage Loan documents, the related Borrower delivers cash to purchase
the defeasance collateral rather than the defeasance collateral itself, the
Master Servicer shall purchase the government securities contemplated by the
related Mortgage Loan documents. Subsequent to the second anniversary of the
Startup Day for the REMIC Pool that holds the subject Mortgage Loan, to the
extent that the


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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, 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 (v) of the preceding sentence have
been satisfied. Any reasonable out-of-pocket expense incurred by the Master
Servicer pursuant to this Section 3.19(f) shall be paid by the Borrower of the
defeased Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other
pertinent document. The Master Servicer and the Special Servicer each shall,
consistent with the Servicing Standard, enforce the provisions of the Mortgage
Loans it is obligated to service hereunder relating to defeasance and prepayment
restrictions; provided that, if at any time a court with jurisdiction in the
matter shall hold that the related Borrower 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 such court holding and 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 Borrower 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.

         (g) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Borrower under a Ground Lease as listed
on the Mortgage Loan Schedule, promptly (and, in any event, within 45 days)
after the Closing Date) notify the related ground lessor of the transfer of such
Mortgage Loan to the Trust pursuant to this Agreement and inform such ground
lessor that any notices of default under the related Ground Lease should
thereafter be forwarded to the Master Servicer.

         (h) The Master Servicer shall maintain at its Primary Servicing Office
and shall, upon reasonable advance written notice, make available during normal
business hours for review by the Trustee, the Certificate Administrator, the
Depositor, each Rating Agency, the Controlling Class Representative and, subject
to the succeeding paragraph, any Certificateholder or Certificate Owner, or any
Person identified to the Master Servicer by any Certificateholder or Certificate
Owner, as a prospective transferee of a Certificate or an interest therein,
originals and/or copies of the following items (to the extent such items were
prepared by or delivered to the Master Servicer): (i) the most recent inspection
report prepared by the Master Servicer or the Special Servicer in respect of
each Mortgaged Property pursuant to Section 3.12(a); (ii) the most recent
quarterly and annual operating statement and rent roll of each related Mortgaged
Property and financial statements of the related Borrower collected by the
Master Servicer or the Special Servicer pursuant to Section 3.12(b); (iii) all
files and reports comprising the CMSA Investor Reporting Package prepared by the
Master Servicer or the Special Servicer since the Closing Date pursuant to
Sections 3.12 and 4.02; and (iv) all of the Servicing Files in its possession;
provided that, if the Master Servicer reasonably determines that any item of
information contained in such Servicing Files is of a nature that it should be
conveyed to all Certificateholders at the same time, it shall, as soon as
reasonably possible following its receipt of any such item of information,
disclose such item of information to the Certificate Administrator as part of
the reports to be delivered to the Certificate Administrator by the Master
Servicer pursuant to Section 3.12 and/or Section 4.02, and until the Certificate
Administrator has either disclosed such information to all Certificateholders in
a Distribution Date


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Statement or has properly filed such information with the Commission on behalf
of the Trust under the Exchange Act, the Master Servicer shall be entitled to
withhold such item of information from any Certificateholder or Certificate
Owner or prospective transferee of a Certificate or an interest therein; and
provided, further, that the Master Servicer shall not be required to make
particular items of information contained in the Servicing File for any Mortgage
Loan available to any Person if the disclosure of such particular items of
information is expressly prohibited by applicable law or the provisions of any
related Mortgage Loan documents or if such documentation is subject to claim of
privilege under applicable law that can be asserted by the Master Servicer; and
provided, further, that, except in the case of the Rating Agencies, the Master
Servicer shall be entitled to recover from any Person reviewing the Servicing
Files pursuant to this Section 3.19(h) its reasonable "out-of-pocket" expenses
incurred in connection with making the Servicing Files available to such Person.
Except as set forth in the provisos to the preceding sentence, copies of any and
all of the foregoing items are to be made available by the Master Servicer upon
request; however, the Master Servicer shall be permitted to require, except from
the Rating Agencies, payment of a sum sufficient to cover the reasonable
out-of-pocket costs and expenses of providing such service. The Special Servicer
shall, as to each Specially Serviced Mortgage Loan and REO Property, promptly
deliver to the Master Servicer a copy of each document or instrument added to
the related Servicing File, and the Master Servicer shall in no way be in
default under this Section 3.19(h) solely by reason of the Special Servicer's
failure to do so. The Master Servicer shall not be liable for the dissemination
of information in accordance with this Section 3.19(h).

         In connection with providing access to or copies of the items described
in the preceding paragraph, the Master Servicer may require, (i) in the case of
Certificate Owners, a written confirmation executed by the requesting Person, in
form reasonably satisfactory to the Master Servicer, generally to the effect
that such Person is a beneficial holder of Certificates and will otherwise keep
such information confidential, and (ii) in the case of a prospective purchaser,
written confirmation executed by the requesting Person, in form reasonably
satisfactory to the Master Servicer, generally to the effect that such Person is
a prospective purchaser of a Certificate or an interest therein, is requesting
the information for use in evaluating a possible investment in Certificates and
will otherwise keep such information confidential. All Certificateholders, by
the acceptance of their Certificates, shall be deemed to have agreed to keep
such information confidential, except to the extent that the Depositor grants
written permission to the contrary.

         SECTION 3.20. Modifications, Waivers, Amendments and Consents.

         (a) The Special Servicer may (consistent with the Servicing Standard),
but the Master Servicer may not (except as provided in the last sentence of
Section 3.02(a), agree to any modification, waiver or amendment of any term of,
extend the maturity of, defer or forgive interest (including Default Interest
and Post-ARD Additional Interest) on and principal of, defer or forgive late
payment charges and Prepayment Premiums on, permit the release, addition or
substitution of collateral securing, and/or permit the release, addition or
substitution of the Borrower on or any guarantor of, any Mortgage Loan; provided
that the Special Servicer's right to do so shall be subject to Sections 3.08 and
3.24 and, further, to each of the following limitations, conditions and
restrictions:

         (i) other than as provided in Sections 3.02, 3.08 and 3.20(f), the
     Special Servicer shall not agree to any modification, waiver or amendment
     of any term of, or take any of the


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     other acts referenced in this Section 3.20(a) with respect to, any Mortgage
     Loan that would affect the amount or timing of any related payment of
     principal, interest or other amount payable thereunder or, in the Special
     Servicer's reasonable judgment, would materially impair the security for
     such Mortgage Loan or reduce the likelihood of timely payment of amounts
     due thereon, unless a material default on such Mortgage Loan has occurred
     or, in the Special Servicer's reasonable judgment, a default in respect of
     payment on such Mortgage Loan is reasonably foreseeable, and such
     modification, waiver, amendment or other action is reasonably likely to
     produce a greater recovery to Certificateholders (as a collective whole) on
     a present value basis (the relevant discounting of anticipated collections
     that will be distributable to Certificateholders to be done at the related
     Mortgage Rate), than would liquidation;

         (ii) the Special Servicer shall not extend the date on which any
     Balloon Payment is scheduled to be due on any Mortgage Loan to a date
     beyond the earliest of (A) two years prior to the Rated Final Distribution
     Date and (B) if such Mortgage Loan is secured by a Mortgage solely or
     primarily on the related Borrower's leasehold interest in the related
     Mortgaged Property, 20 years (or, to the extent consistent with the
     Servicing Standard, giving due consideration to the remaining term of the
     Ground Lease, 10 years) prior to the end of the then current term of the
     related Ground Lease (plus any unilateral options to extend); and,
     furthermore, the Special Servicer shall not grant any such extension unless
     the related Borrower agrees to deliver to the Master Servicer, the Special
     Servicer, the Trustee and the Controlling Class Representative quarterly
     and annual operating statements and the related rent rolls with respect to
     the related Mortgaged Property (the Special Servicer to request that such
     statements be audited, provided that the Special Servicer may waive such
     condition relating to such statements being audited, in its sole
     discretion);

         (iii) the Special Servicer shall not make or permit any modification,
     waiver or amendment of any term of, or take any of the other acts
     referenced in this Section 3.20(a) with respect to, any Mortgage Loan that
     would result in an Adverse REMIC Event with respect to any REMIC Pool or an
     Adverse Grantor Trust Event with respect to either Grantor Trust Pool (it
     being acknowledged and agreed that the Special Servicer shall not be liable
     for decisions made under this subsection in accordance with the Servicing
     Standard; and, unless it would be contrary to the Servicing Standard to do
     so, the Special Servicer may rely on Opinions of Counsel in making such
     decisions);

         (iv) the Special Servicer shall not permit any Borrower to add or
     substitute any real estate collateral for its Mortgage Loan unless the
     Special Servicer shall have first (A) determined, in its reasonable
     judgment, based upon a Phase I Environmental Assessment (and any additional
     environmental testing that the Special Servicer deems necessary and
     prudent) conducted by an Independent Person who regularly conducts Phase I
     Environmental Assessments, at the expense of the Borrower, that such
     additional or substitute collateral is in compliance with applicable
     environmental laws and regulations and that there are no circumstances or
     conditions present with respect to such new collateral relating to the use,
     management or disposal of any Hazardous Materials for which investigation,
     testing, monitoring, containment, clean-up or remediation would be required
     under any then applicable environmental laws or regulations and (B)
     received written confirmation from each Rating Agency that such addition or
     substitution of such real estate


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     collateral will not, in and of itself, result in an Adverse Rating Event
     with respect to any Class of Rated Certificates; and

         (v) the Special Servicer shall not release, including in connection
     with a substitution contemplated by clause (iv) above, any collateral
     securing an outstanding Mortgage Loan, except as provided in Section
     3.09(d) or Section 3.20(g), or except where a Mortgage Loan (or, in the
     case of a Cross-Collateralized Group, where such entire
     Cross-Collateralized Group) is satisfied, or except in the case of a
     release where (A) either (1) the use of the collateral to be released will
     not, in the Special Servicer's reasonable judgment, materially and
     adversely affect the Net Operating Income being generated by or the use of
     the related Mortgaged Property, or (2) there is a corresponding principal
     pay down of such Mortgage Loan in an amount at least equal to the appraised
     value of the collateral to be released (or substitute collateral with an
     appraised value at least equal to that of the collateral to be released, is
     delivered), (B) the remaining Mortgaged Property (together with any
     substitute collateral) is, in the Special Servicer's reasonable judgment,
     adequate security for the remaining Mortgage Loan and (C) such release
     would not, in and of itself, result in an Adverse Rating Event with respect
     to any Class of Rated Certificates (as confirmed in writing to the Trustee
     by each Rating Agency);

provided that (x) the limitations, conditions and restrictions set forth in
clauses (i) through (v) above shall not apply to any act or event (including,
without limitation, a release, substitution or addition of collateral) in
respect of any Mortgage Loan that either occurs automatically by its terms, or
results from the exercise of a unilateral option by the related Borrower within
the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any event
under the terms of such Mortgage Loan in effect on the Closing Date, and (y)
notwithstanding clauses (i) through (v) above, the Special Servicer shall not be
required to oppose the confirmation of a plan in any bankruptcy or similar
proceeding involving a Borrower, if in its reasonable judgment, such opposition
would not ultimately prevent the confirmation of such plan or one substantially
similar.

         (b) The Special Servicer shall have no liability to the Trust, the
Certificateholders or any other Person if the Special Servicer's analysis and
determination that the modification, waiver, amendment or other action
contemplated by Section 3.20(a) is reasonably likely to produce a greater
recovery to Certificateholders (as collective whole) on a present value basis
than would liquidation, should prove to be wrong or incorrect, so long as the
analysis and determination were made on a reasonable basis by the Special
Servicer and the Special Servicer has acted reasonably and complied with the
Servicing Standard in ascertaining the pertinent facts. Each such determination
shall be evidenced by an Officer's Certificate to such effect to be delivered by
the Special Servicer to the Certificate Administrator.

         (c) Any payment of interest, which is deferred pursuant to Section
3.20(a), shall not, for purposes of calculating monthly distributions and
reporting information to Certificateholders, be added to the unpaid principal
balance or Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit or that such
interest may actually be capitalized; provided, however, that this sentence
shall not limit the rights of the Master Servicer or the Special Servicer on
behalf of the Trust to enforce any obligations of the related Borrower under
such Mortgage Loan.


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         (d) The Special Servicer may, as a condition to its granting any
request by a Borrower for consent, modification, waiver or indulgence or any
other matter or thing, the granting of which is within the Special Servicer's
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 Borrower pay to it a reasonable or customary fee (which shall in no
event exceed 1.0% of the unpaid principal balance of the related Mortgage Loan)
for the additional services performed in connection with such request, together
with any related processing fee, application fee and costs and expenses incurred
by it. All such fees collected by the Special Servicer shall constitute
Additional Special Servicing Compensation as provided in Section 3.11.

         (e) All modifications, amendments, material waivers and other material
actions entered into or taken in respect of the Mortgage Loans pursuant to this
Section 3.20 shall be in writing. The Special Servicer shall notify the Master
Servicer, each Rating Agency, the Certificate Administrator, the Trustee and the
Controlling Class Representative, in writing, of any modification, waiver,
amendment or other action entered into or taken thereby in respect of any
Mortgage Loan pursuant to this Section 3.20 and the date thereof, and shall
deliver to the Trustee or the related Custodian for deposit in the related
Mortgage File (with a copy to the Master Servicer), an original counterpart of
the agreement relating to such modification, waiver, amendment or other action,
promptly (and in any event within ten Business Days) following the execution
thereof. In addition, following the execution of any modification, waiver or
amendment agreed to by the Special Servicer pursuant to Section 3.20(a) above,
the Special Servicer shall deliver to the Master Servicer, the Trustee, the
Certificate Administrator and the Rating Agencies an Officer's Certificate
certifying that all of the requirements of Section 3.20(a) have been met and
setting forth in reasonable detail the basis of the determination made by it
pursuant to Section 3.20(a)(i); provided that, if such modification, waiver or
amendment involves an extension of the maturity of any Mortgage Loan, such
Officer's Certificate shall be delivered to the Master Servicer, the Trustee,
the Certificate Administrator and the Rating Agencies before the modification,
waiver or amendment is agreed to.

         (f) With respect to any ARD Loan after its Anticipated Repayment Date,
the Special Servicer shall be permitted, in its discretion, to waive (such
waiver to be in writing addressed to the related Borrower, with a copy to the
Trustee) all or any portion of the accrued Post-ARD Additional Interest in
respect of such ARD Loan if, prior to the related maturity date, the related
Borrower has requested the right to prepay such ARD Loan in full, together with
all payments required by the related Mortgage Loan documents in connection with
such prepayment, except for such accrued Post-ARD Additional Interest, provided
that the Special Servicer has determined, in its reasonable judgment, that the
waiver of the Trust's right to receive such accrued Post-ARD Additional Interest
is in accordance with the Servicing Standard.

         (g) In the event that the Master Servicer receives a request by a
Borrower for consent, modification, waiver or indulgence or any other matter or
thing, the request of which would require action on the part of the Special
Servicer under this Section 3.20, the Master Servicer shall promptly notify the
Special Servicer, in writing, of such request.


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         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, if the Master Servicer is not also the Special
Servicer, the Master Servicer shall immediately give notice thereof, and shall
deliver the related Servicing File, to the Special Servicer and shall use its
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 reasonably requested by the Special Servicer to enable it to
assume its functions hereunder with respect thereto without acting through a
Sub-Servicer. Without regard to whether the Master Servicer and the Special
Servicer are the same Person, the Special Servicer shall immediately give notice
of a Servicing Transfer Event to the Controlling Class Representative. The
Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five Business Days of the occurrence of each related Servicing
Transfer Event. The Special Servicer may, as to any delinquent Mortgage Loan,
prior to the occurrence of a Servicing Transfer Event with respect thereto,
request and obtain the foregoing documents and information in order to perform
its duties described in Section 3.02.

         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 Servicing File within five Business Days, to the Master
Servicer; and, upon giving such notice and returning such Servicing File to the
Master Servicer, the Special Servicer's obligation to service such Mortgage
Loan, and the Special Servicer's right to receive the Special Servicing Fee with
respect to such Mortgage Loan, shall terminate, and the obligations of the
Master Servicer to service and administer such Mortgage Loan shall resume.

         Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master Servicer
and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

         (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee (or the applicable Custodian appointed by
the Trustee) originals of documents contemplated by the definition of "Mortgage
File" and generated while such Mortgage Loan is a Specially Serviced Mortgage
Loan, for inclusion in the related Mortgage File (with a copy of each such
original to the Master Servicer), and copies of any additional related Mortgage
Loan information, including correspondence with the related Borrower generated
while such Mortgage Loan is a Specially Serviced Mortgage Loan.

         (c) The Master Servicer and Special Servicer shall each furnish to the
other, upon reasonable request, such reports, documents, certifications and
information in its possession,


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and access to such books and records maintained thereby, as may relate to the
Mortgage Loans and any REO Properties and as shall be reasonably required by the
requesting party in order to perform its duties hereunder.

         (d) In connection with the performance of its obligations hereunder,
each of the Master Servicer and the Special Servicer shall be entitled to rely
upon written information provided to it by the other.

         (e) Notwithstanding anything in this Agreement to the contrary, in the
event that the Master Servicer and the Special Servicer are the same Person, all
notices, certificates, information, consents and documents required to be given
or delivered by the Master Servicer to the Special Servicer or vice versa shall
be deemed to be given or delivered, as the case may be, without the necessity of
any action on such Person's part.

         SECTION 3.22. Sub-Servicing Agreements.

         (a) The Master Servicer and, subject to Section 3.22(f), the Special
Servicer may each enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of its obligations hereunder,
provided that, in each case, the Sub-Servicing Agreement: (i) is not
inconsistent with this Agreement and does not subject the Trust to any
liability; (ii) expressly or effectively provides that if the Master Servicer or
Special Servicer, as the case may be, shall for any reason no longer act in such
capacity hereunder (including by reason of an Event of Default), any successor
to the Master Servicer or the Special Servicer, as the case may be, hereunder
(including the Trustee if the Trustee has become such successor pursuant to
Section 7.02) may thereupon either assume all of the rights and, except to the
extent they arose prior to the date of assumption, obligations of the Master
Servicer or Special Servicer, as the case may be, under such agreement or,
subject to the provisions of Section 3.22(d), terminate such rights and
obligations, in either case without payment of any fee except as set forth in
Section 3.22(d); (iii) prohibits the Sub-Servicer from modifying any Mortgage
Loan or commencing any foreclosure or similar proceedings with respect to any
Mortgaged Property without the consent of the Master Servicer or the Special
Servicer; (iv) in the case of a Sub-Servicing Agreement entered into by the
Master Servicer, expressly or effectively provides (unless the Special Servicer
agrees otherwise) that such agreement shall be suspended or terminated with
respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Mortgage Loan, and also expressly or effectively
provides (unless the Special Servicer agrees otherwise) that the Sub-Servicer
shall not receive or accrue an entitlement to any sub-servicing compensation in
respect of a Specially Serviced Mortgage Loan or an REO Loan; and (v) in the
case of a Sub-Servicing Agreement entered into by the Special Servicer, relates
only to Specially Serviced Mortgage Loans or REO Properties and expressly or
effectively provides that such agreement shall terminate with respect to any
such Mortgage Loan that becomes a Corrected Mortgage Loan. References in this
Agreement to actions taken or to be taken by the Master Servicer or the Special
Servicer, as the case may be, include actions taken or to be taken by a
Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the
case may be; and, in connection therewith, all amounts advanced by any
Sub-Servicer to satisfy the obligations of the Master Servicer or the Special
Servicer, as the case may be, hereunder to make 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. Accordingly, such Advances shall be recoverable by
such Sub-Servicer in the same manner and out of the same funds


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as if such Sub-Servicer were the Master Servicer or the Special Servicer, as the
case may be; and, for so long as they are outstanding, such Advances shall
accrue interest in accordance with Section 3.11(g) and/or Section 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 such party, the Trustee, the Certificate Administrator and the Depositor
in writing promptly of the appointment by it of any Sub-Servicer, and shall
deliver to the Trustee and the Certificate Administrator copies of all
Sub-Servicing Agreements, and any amendments thereto and modifications thereof,
entered into by it promptly upon its execution and delivery of such documents.

         (b) Each Sub-Servicer 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.

         (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the other such
party or to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of their respective Sub-Servicers under
the related Sub-Servicing Agreements. Such enforcement, including 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 reasonable 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 shall each have the right to remove a Sub-Servicer retained by it at
any time it considers such removal to be in the best interests of
Certificateholders.

         (d) If the Master Servicer or the Special Servicer ceases to serve as
such under this Agreement for any reason (including by reason of an Event of
Default), then the Trustee or other successor Master Servicer or Special
Servicer, as the case may be, shall succeed to the rights and assume the
obligations of the Master Servicer or the Special Servicer under any
Sub-Servicing Agreement unless the Trustee or other successor Master Servicer or
Special Servicer elects to terminate any such Sub-Servicing Agreement in
accordance with its terms and Section 3.22(a)(ii) hereof; provided that a
Designated Sub-Servicer Agreement may not be so terminated except for cause. In
any event, if a Sub-Servicing Agreement is to be assumed by the Trustee or other
successor Master Servicer or Special Servicer, then the Master Servicer or the
Special Servicer, as applicable, at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
such Sub-Servicing Agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it
thereunder, and otherwise use its reasonable efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreement to the assuming party.

         (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


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servicing and administering the Mortgage Loans or REO Properties for which it is
responsible. No appointment of a Sub-Servicer shall result in any additional
expense to the Trustee, the Certificate Administrator, the Certificateholders or
the Trust other than those contemplated herein.

         (f) The Special Servicer shall not enter into any Sub-Servicing
Agreement unless either: (i) the Rating Agencies have confirmed in writing that
entering into such agreement will not result in an Adverse Rating Event; or (ii)
such agreement relates to one or more Mortgage Loans (including any such
Mortgage Loan(s) previously sub-serviced in accordance with this Section 3.22)
that together represent less than 25% of the aggregate outstanding principal
balance of all Specially Serviced Mortgage Loans.

         (g) Each successor Master Servicer hereunder shall, except as provided
in Section 7.01(c), agree to assume the responsibilities and obligations of the
Master Servicer under the applicable Designated Sub-Servicer Agreement.

         SECTION 3.23. Controlling Class Representative.

         (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.23 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 3.24) or to replace an existing
Controlling Class Representative. Upon (i) the receipt by the Certificate
Administrator 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 Certificate Administrator that the Controlling Class has changed, the
Certificate Administrator 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 Certificate Administrator or identified thereto by
the Depository, at the expense of the Certificateholder or Certificate Owner
requesting information with respect to clause (i) and clause (iii) above if the
Depository charges a fee for such identification, 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 established by the Certificate Administrator for selecting a Controlling
Class Representative, which process may include the designation of the
Controlling Class Representative by the Majority Controlling Class
Certificateholder by a writing delivered to the Certificate Administrator. No
appointment of any Person as a Controlling Class Representative shall be
effective until such Person provides the Certificate Administrator with written
confirmation of its acceptance of such appointment, written confirmation that it
will keep confidential all information received by it as Controlling Class
Representative hereunder or otherwise with respect to the Certificates, the
Trust Fund and/or this Agreement, 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 Business Days (or as soon thereafter as practicable if
the Controlling Class consists of Book-Entry Certificates) of any change in the
identity of the


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Controlling Class Representative of which a Responsible Officer of the
Certificate Administrator has actual knowledge the Certificate Administrator
shall deliver to the Holders or Certificate Owners, as applicable, of the
Controlling Class, the Master Servicer and the Special Servicer the identity of
the new Controlling Class Representative and a list of each Holder (or, in the
case of Book-Entry Certificates, to the extent actually known to a Responsible
Officer of the Trustee or identified thereto by the Depository or the Depository
Participants, each Certificate Owner) of the Controlling Class, including, in
each case, names and addresses. With respect to such information, the
Certificate Administrator shall be entitled to conclusively rely on information
provided to it by the Holders (or, in the case of Book-Entry Certificates,
subject to Section 5.06, by the Depository or the Certificate Owners) of such
Certificates, and the Master Servicer and the Special Servicer shall be entitled
to rely on such information provided by the Certificate Administrator 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 Business Days of the selection, resignation or removal of a
Controlling Class Representative, the Certificate Administrator shall notify the
parties to this Agreement of such event.

         (c) A Controlling Class Representative may at any time resign as such
by giving written notice to the Certificate Administrator 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
Certificate Administrator and to such existing Controlling Class Representative.

         (d) Once a Controlling Class Representative has been selected pursuant
to this Section 3.23, 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 Certificate Administrator
and each other party to this Agreement and each 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
Borrower with respect to this Agreement or any particular Mortgage Loan, the
Controlling Class Representative shall immediately notify the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer,
whereupon (if the Special Servicer, the Master Servicer or the Trust 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
at issue, and (ii) there is no potential for the Special Servicer, the Master
Servicer or the Trust to be an adverse party in such action as regards the
Controlling Class Representative) the Special Servicer on behalf of the Trust
shall, subject to


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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.

         SECTION 3.24. Certain Rights and Powers of the Controlling Class
Representative.

         (a) The Controlling Class Representative will be entitled to advise the
Special Servicer with respect to the following actions of the Special Servicer,
and notwithstanding anything in any other Section of this Agreement to the
contrary, but in all cases subject to Section 3.24(b), the Special Servicer will
not be permitted to take any of the following actions unless and until it has
notified the Controlling Class Representative in writing and the Controlling
Class Representative has not objected in writing within ten Business Days of
having been notified thereof in writing and having been provided with all
reasonably requested information with respect thereto (provided that if such
written objection has not been received by the Special Servicer within such ten
Business Day period, then the Controlling Class Representative's approval will
be deemed to have been given):

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

         (ii) any modification, amendment or waiver of a monetary term
     (including the timing of payments) or any material non-monetary term of a
     Specially Serviced Mortgage Loan;

         (iii) any proposed sale of a Defaulted Mortgage Loan or REO Property
     (other than in connection with the termination of the Trust Fund) for less
     than the Purchase Price;

         (iv) any acceptance of a discounted payoff with respect to a Specially
     Serviced Mortgage Loan;

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

         (vi) any release of collateral for a Specially Serviced Mortgage Loan
     (other than in accordance with the terms of, or upon satisfaction of, such
     Mortgage Loan);

         (vii) any acceptance of substitute or additional collateral for a
     Specially Serviced Mortgage Loan (other than in accordance with the terms
     of such Mortgage Loan);

         (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
     with respect to any Mortgage Loan; and

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


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provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole), the Special Servicer may take any such action without waiting
for the Controlling Class Representative's response.

         In addition, subject to Section 3.24(b), the Controlling Class
Representative may direct the Special Servicer to take, or to refrain from
taking, such actions as the Controlling Class Representative may deem advisable
or as to which provision is otherwise made herein. Upon reasonable request, the
Special Servicer shall provide the Controlling Class Representative with any
information in the Special Servicer's possession with respect to such matters,
including, without limitation, its reasons for determining to take a proposed
action; provided that such information shall also be provided, in a written
format, to the Certificate Administrator, who shall make it available for review
pursuant to Section 8.12(b) unless making it so available would cause material
harm to the interests of the Trust.

         (b) Notwithstanding anything herein to the contrary, (i) the Special
Servicer shall not have any right or obligation to consult with or to seek
and/or obtain consent or approval from any Controlling Class Representative
prior to acting, and provisions of this Agreement requiring such shall be of no
effect, during the period prior to the initial selection of a Controlling Class
Representative and, if any Controlling Class Representative resigns or is
removed, during the period following such resignation or removal until a
replacement is selected and (ii) no advice, direction or objection from or by
the Controlling Class Representative, as contemplated by Section 3.24(a), may
(and the Special Servicer shall ignore and act without regard to any such
advice, direction or objection that the Special Servicer has determined, in its
reasonable, good faith judgment, would) (A) require or cause the Special
Servicer to violate applicable law, the terms of any Mortgage Loan, any other
Section of this Agreement or any provision of the REMIC Provisions, including
the Special Servicer's obligation to act in accordance with the Servicing
Standard, (B) result in an Adverse REMIC Event with respect to any REMIC Pool or
an Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C)
expose the Trust, the Depositor, the Underwriters, the Master Servicer, the
Special Servicer, any Fiscal Agent, the Tax Administrator, the Certificate
Administrator or the Trustee, or any of their respective Affiliates, officers,
directors, members, managers, employees or agents, to any material claim, suit
or liability, or (D) materially expand the scope of the Special Servicer's
responsibilities under this Agreement.

         Furthermore, the Special Servicer shall not be obligated to obtain the
approval of the Controlling Class Representative for any actions to be taken by
the Special Servicer with respect to any particular Mortgage Loan if (i) the
Special Servicer has, in accordance with Section 3.24(a), notified the
Controlling Class Representative in writing of the various actions that the
Special Servicer proposes to take with respect to the work-out or liquidation of
such Mortgage Loan and (ii) for 60 days following the first such notice, the
Controlling Class Representative has objected to all of those proposed actions
and has failed to suggest or agree to any alternative actions that the Special
Servicer considers to be consistent with the Servicing Standard.

         (c) The Controlling Class Representative will have no liability to the
Trust or 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. Each Certificateholder acknowledges and agrees, by its acceptance of
its Certificates or an interest therein, that the Controlling Class
Representative may have special relationships and interests that conflict with
those of Holders of


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one or more Classes of Certificates, that the Controlling Class Representative
may act solely in the interests of the Holders of the Controlling Class, that
the Controlling Class Representative does not have any duties to the Holders and
Certificate Owners of any Class of Certificates other than the Controlling
Class, that the Controlling Class Representative may take actions that favor
interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other Classes of Certificates, 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, any Holder, of the Controlling Class or any director,
officer, employee, agent or principal thereof for having so acted.

         SECTION 3.25. Application of Default Interest.

         (a) Any and all Default Interest that is actually collected with
respect to any Mortgage Loan or REO Mortgage Loan during any Collection Period,
shall be applied for the following purposes and in the following order, in each
case to the extent of the remaining portion of such Default Interest:

                  first, to pay to any Fiscal Agent, the Trustee, the Master
         Servicer or the Special Servicer, in that order, any interest due and
         owing to such party on outstanding Advances made thereby with respect
         to any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool;

                  second, to pay any other outstanding expenses (other than
         Special Servicing Fees) incurred with respect to any Mortgage Loan or
         REO Mortgage Loan in the Mortgage Pool, which expenses, if paid from a
         source other than Default Interest, would constitute Additional Trust
         Fund Expenses;

                  third, to reimburse the Trust for any interest on Advances
         paid to any Fiscal Agent, the Trustee, the Master Servicer or the
         Special Servicer in the preceding twelve months with respect to any
         Mortgage Loan or REO Mortgage Loan in the Mortgage Pool, which payment
         was made from a source other than Default Interest;

                  fourth, to reimburse the Trust for any other Additional Trust
         Fund Expenses (other than Special Servicing Fees) paid in the preceding
         twelve months with respect to any Mortgage Loan or REO Mortgage Loan in
         the Mortgage Pool, which payment was made from a source other than
         Default Interest; and

                  fifth, to pay any remaining portion of such Default Interest
         (such remaining portion, "Net Default Interest") as Additional Master
         Servicing Compensation to the Master Servicer or as Additional Special
         Servicing Compensation to the Special Servicer, as applicable, in
         accordance with Section 3.11.

         (b) Default Interest applied to reimburse the Trust pursuant to clauses
third and fourth of Section 3.25(a), are intended to be part of the amounts to
be delivered by the Master Servicer to the Certificate Administrator pursuant to
Section 3.04(b) on or before the Master Servicer Remittance Date next following
the Collection Period during which they were received, for deposit in the
Distribution Account, subject to application pursuant to Section 3.05(a) for any
items payable out of general collections on the Mortgage Loans and any REO
Properties. Default Interest


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applied to pay outstanding interest on Advances to any particular party pursuant
to clause first of Section 3.25(a) shall be applied to pay such party such
interest on Advances such that the interest that accrued first and has been
outstanding the longest shall be paid first. Default Interest applied to pay
outstanding expenses pursuant to clause second of Section 3.25(a) shall be
applied to pay such expenses in the chronological order in which they were
incurred. Default Interest applied to reimburse the Trust pursuant to clauses
third and fourth of Section 3.25(a) shall be deemed to offset either interest
paid on Advances or other Additional Trust Fund Expenses, depending on which
clause is applicable, in the chronological order in which they were made or
incurred, as applicable (whereupon such interest paid on Advances or such other
Additional Trust Fund Expenses, depending on which clause is applicable, shall
thereafter be deemed to have been paid out of Default Interest).


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                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS


                  SECTION 4.01. Distributions.

                  (a) On each Distribution Date, the Certificate Administrator
shall apply the Standard Available Distribution Amount for such Distribution
Date for the following purposes and in the following order of priority, in each
case to the extent of the remaining portion of such Standard Available
Distribution Amount:

                  first, to make distributions of interest to the Holders of the
         Class A-1 Certificates, the Holders of the Class A-2 Certificates and
         the Holders of the Class X Certificates, up to, and pro rata as among
         such Classes of Certificateholders based on, their respective Current
         Interest Distribution Amounts for such Distribution Date;

                  second, to make distributions of interest to the Holders of
         the Class A-1 Certificates, the Holders of the Class A-2 Certificates
         and the Holders of the Class X Certificates, up to, and pro rata as
         among such Classes of Certificateholders based on, their respective
         Carryforward Interest Distribution Amounts for such Distribution Date;

                  third, to make distributions of principal to the Holders of
         the Class A-1 Certificates and/or the Holders of the Class A-2
         Certificates as follows--

                  (i) prior to the occurrence of the Final Distribution Date or
         any Senior Principal Distribution Cross-Over Date, sequentially to the
         Holders of the Class A-1 Certificates, up to their Principal
         Distribution Amount for such Distribution Date, and then to the Holders
         of the Class A-2 Certificates, up to their Principal Distribution
         Amount for such Distribution Date, and

                  (ii) on and after the occurrence of any Senior Principal
         Distribution Cross-Over Date, and in any event on the Final
         Distribution Date, to the Holders of the Class A-1 Certificates and the
         Holders of the Class A-2 Certificates, up to, and pro rata as between
         such Classes of Certificateholders based on, their respective Principal
         Distribution Amounts for such Distribution Date; and

                  fourth, to reimburse the Holders of the Class A-1 Certificates
         and the Holders of the Class A-2 Certificates for any Unfunded
         Principal Balance Reductions previously incurred thereby, up to, and
         pro rata as between such Classes of Certificateholders based on, their
         respective Loss Reimbursement Amounts for such Distribution Date.

                  (b) On each Distribution Date, following the distributions on
the Senior Certificates to be made on such date pursuant to Section 4.01(a), the
Certificate Administrator shall apply any remaining portion of the Standard
Available Distribution Amount for such Distribution Date to make distributions
to the Holders of the respective Classes of the Subordinate Principal Balance
Certificates, in the following order and, in the case of each such Class of
Subordinate Principal Balance Certificates, up to the lesser of (i) the total of
the Current Interest Distribution

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Amount, the Carryforward Interest Distribution Amount, the Principal
Distribution Amount and the Loss Reimbursement Amount with respect to such Class
of Certificates for such Distribution Date and (ii) the remaining portion of the
Standard Available Distribution Amount for such Distribution Date (after taking
into account all prior distributions made on such Distribution Date pursuant to
Section 4.01(a) and this Section 4.01(b)): first, to the Holders of the Class B
Certificates; second, to the Holders of the Class C Certificates; third, to the
Holders of the Class D Certificates; fourth, to the Holders of the Class E
Certificates; fifth, to the Holders of the Class F Certificates; sixth, to the
Holders of the Class G Certificates; seventh, to the Holders of the Class H
Certificates; eighth, to the Holders of the Class J Certificates; ninth, to the
Holders of the Class K Certificates; tenth, to the Holders of the Class L
Certificates; eleventh, to the Holders of the Class M Certificates; twelfth, to
the Holders of the Class N Certificates; and, thirteenth, to the Holders of the
Class P Certificates. Amounts distributable to the Holders of any Class of
Subordinate Principal Balance Certificates on any Distribution Date pursuant to
this Section 4.01(b) shall be applied:

                  first, to make distributions of interest to the Holders of
         such Class of Certificates, up to their Current Interest Distribution
         Amount for such Distribution Date;

                  second, to make distributions of interest to the Holders of
         such Class of Certificates, up to their Carryforward Interest
         Distribution Amount for such Distribution Date;

                  third, to make distributions of principal to the Holders of
         such Class of Certificates, up to their Principal Distribution Amount
         for such Distribution Date; and

                  fourth, to reimburse the Holders of such Class of Certificates
         for any Unfunded Principal Balance Reductions previously incurred
         thereby, up to their Loss Reimbursement Amount for such Distribution
         Date.

                  (c) On each Distribution Date, following the distributions on
the REMIC III Regular Interest Certificates to be made on such date pursuant to
Sections 4.01(a) and 4.01(b), the Certificate Administrator shall pay any
remaining portion of the Standard Available Distribution Amount for such
Distribution Date to the Holders of the Class R Certificates.

                  (d) On each Distribution Date, the Certificate Administrator
shall apply, for the following purposes and in the following order of priority,
any amount then on deposit in the Distribution Account that represents a
Prepayment Premium collected with respect to any Mortgage Loan as of the end of
the related Collection Period:

                  first, to make distributions of additional interest to the
         Holders of the respective Classes of the Yield Maintenance
         Certificates, up to, and pro rata as among such Classes of
         Certificateholders based on, their respective applicable Additional
         Yield Amounts; and

                  second, to make distributions of additional interest to the
         Holders of the Class X Certificates, up to the remaining portion, if
         any, of such Prepayment Premiums.

                  For purposes of determining the portion of any Prepayment
Premium that is distributable to the Holders of any Class of Yield Maintenance
Certificates on any Distribution Date, the applicable "Additional Yield Amount"
shall be an amount equal to the product of: (i) the amount of such Prepayment
Premium that is so distributable; multiplied by (ii) a fraction (not

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greater than one or less than zero), the numerator of which is equal to the
excess, if any, of (A) the Pass-Through Rate applicable to such Class of Yield
Maintenance Certificates for the corresponding Interest Accrual Period, over (B)
the Monthly Equivalent Discount Rate (as defined below), and the denominator of
which is equal to the excess, if any, of (X) the Mortgage Rate for the Mortgage
Loan in respect of which such Prepayment Premium was received, over (Y) the
Monthly Equivalent Discount Rate; multiplied by (iii) a fraction (not greater
than one or less than zero), the numerator of which is equal to the Principal
Distribution Amount with respect to such Class of Yield Maintenance Certificates
for such Distribution Date, and the denominator of which is equal to the Total
Principal Distribution Amount for such Distribution Date.

                  For purposes of determining the portion of any Prepayment
Premium that is distributable to the Holders of any Class of Yield Maintenance
Certificates on any Distribution Date, the relevant "Monthly Equivalent Discount
Rate" is a rate which, when compounded monthly, is equivalent to the relevant
Discount Rate when compounded semi-annually; and the relevant "Discount Rate"
shall be a rate determined by the Certificate Administrator, in good faith, as
follows --

                  (i) with respect to any prepaid Mortgage Loan identified on
         the Mortgage Loan Schedule as having a yield maintenance discount rate
         of "Treasury Flat-Maturity", the "Discount Rate" will equal the average
         yield for "This Week" as reported by the Federal Reserve Board in
         Federal Reserve Statistical Release H.15(519) for the constant maturity
         treasury security having a maturity coterminous with the remaining term
         to maturity or to the related Anticipated Repayment Date, as
         applicable, for the prepaid Mortgage Loan, provided that if there are
         no constant maturity treasuries having such a maturity, then that
         "Discount Rate" will equal the interpolation of the yields of the
         constant maturity treasuries with maturities longer and shorter than
         the remaining term to maturity or to the related Anticipated Repayment
         Date, as applicable, for the prepaid Mortgage Loan, or

                  (ii) with respect to any prepaid Mortgage Loan identified on
         the Mortgage Loan Schedule as having a yield maintenance discount rate
         of "Treasury Flat-Maturity", the "Discount Rate" will equal the average
         yield for "This Week" as reported by the Federal Reserve Board in
         Federal Reserve Statistical Release H.15(519) for the constant maturity
         treasury security having a maturity coterminous with the remaining
         weighted average life of the prepaid Mortgage Loan, provided that in
         the case of an ARD Loan, the remaining weighted average life will be
         calculated assuming all principal is repaid on the Anticipated
         Repayment Date, and provided, further, that if there are no constant
         maturity treasuries having such a maturity, then that "Discount Rate"
         will equal the interpolation of the yields of the constant maturity
         treasuries with maturities longer and shorter than the remaining
         weighted average life for the prepaid Mortgage Loan.

                  (e) On each Distribution Date, the Certificate Administrator
shall withdraw from the Distribution Account any amounts then on deposit in the
Class Y Sub-Account of the Distribution Account that represent Post-ARD
Additional Interest collected in respect of the ARD Loans during or prior to the
related Collection Period and shall distribute such amounts to the Holders of
the Class Y Certificates.

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                  (f) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
Holders of such Certificates based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions made with respect to
each Class of Certificates on each Distribution Date shall be made to the
Holders of such Certificates of record at the close of business on the related
Record Date and, in the case of each such Holder, shall be made by wire transfer
of immediately available funds to the account thereof at a bank or other entity
having appropriate facilities therefor, if such Holder shall have provided the
Trustee or the Certificate Administrator with wiring instructions no later than
the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent Distribution Dates), and otherwise
shall be made by check mailed to the address of such Holder as it appears in the
Certificate Register. The final distribution on each Certificate (determined, in
the case of a Principal Balance Certificate, without regard to any possible
future reimbursement of any portion of a previously incurred Unfunded Principal
Balance Reduction allocable to such Certificate) will be made in 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. Any distribution that is to be
made with respect to a Principal Balance Certificate in reimbursement of any
portion of an Unfunded Principal Balance Reduction allocable to such
Certificate, 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 Holder that surrendered such Certificate at the last
address set forth for such Holder in the Certificate Register or at any other
address of which the Trustee was subsequently notified in writing.

                  (g) 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 for which it acts as agent. Each such indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the parties hereto 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 the Letters of Representations among the Depositor, the
Trustee and the initial Depository, a copy of which Letters of Representations
is attached hereto as Exhibit C-1.

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

                  (i) Except as otherwise provided in Section 9.01, whenever the
Certificate Administrator expects that the final distribution with respect to
any Class of Certificates will be made on the next Distribution Date (such final
distribution to be determined, in the case of a Class of Principal Balance
Certificates, without regard to any possible future reimbursement of any portion
of a previously incurred Unfunded Principal Balance Reduction in respect of such
Class),

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the Certificate Administrator shall, as promptly as possible (and, in any event,
no later than two Business Days) after the related Determination Date, mail to
each Holder of such Class of Certificates of record on such date a notice to the
effect that:

                  (i) the Certificate Administrator 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 the end of the Interest Accrual Period for 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 credited to, and
shall be held uninvested in trust in, 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(i) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Certificate Administrator 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, then the Certificate Administrator, 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 any
Certificates as to which notice has been given pursuant to this Section 4.01(i),
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, then, subject to applicable escheat laws, the
Certificate Administrator shall distribute to the Class R Certificateholders all
unclaimed funds.

                  (j) Notwithstanding any other provision of this Agreement, the
Certificate Administrator shall comply with all federal withholding requirements
respecting payments to Certificateholders of interest or original issue discount
that the Certificate Administrator reasonably believes are applicable under the
Code. The consent of Certificateholders shall not be required for such
withholding. If the Certificate Administrator does withhold any amount from
payments or advances of interest or original issue discount to any
Certificateholder pursuant to federal withholding requirements, the Certificate
Administrator shall indicate the amount withheld to such Certificateholder. Also
notwithstanding any other provision of this Agreement, the Certificate
Administrator shall use reasonable efforts to cause any withholding tax imposed
under the laws of the Commonwealth of Puerto Rico on interest payments received
by any REMIC Pool with respect to any Mortgage Loan secured by a Mortgaged
Property located in such Commonwealth as a result of a Certificateholder's or
Certificate Owner's ownership of more than 50% of the related Borrower, to be
specially allocated to such Certificateholder or Certificate Owner, as the case
may be, with a corresponding reduction in the amounts distributable to such
Certificateholder or Certificate Owner and the amount of such tax to be treated
as having been distributed to such

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Certificateholder or Certificate Owner, as the case may be; provided that if the
Certificate Administrator cannot cause the same with reasonable efforts, then
such withholding tax shall be treated as an Additional Trust Fund Expense.

                  (k) All distributions of interest made with respect to the
Class X Certificates on each Distribution Date pursuant to clause first of
Section 4.01(a) shall be deemed to have first been distributed from REMIC II to
REMIC III on such Distribution Date as interest with respect to the various
REMIC II Regular Interests, up to, and pro rata as among the REMIC II Regular
Interests based on, the Class X Portion of the Current Interest Distribution
Amount with respect to each such REMIC II Regular Interest for such Distribution
Date. All distributions of interest made with respect to the Class X
Certificates on each Distribution Date pursuant to clause second of Section
4.01(a) shall be deemed to have first been distributed from REMIC II to REMIC
III on such Distribution Date as interest with respect to the various REMIC II
Regular Interests, up to, and pro rata as among the REMIC II Regular Interests
based on, the Class X Portion of the Carryforward Interest Distribution Amount
with respect to each such REMIC II Regular Interest for such Distribution Date.
In addition, all distributions of additional interest (in the form of Prepayment
Premiums) made with respect to the Class X Certificates on each Distribution
Date pursuant to Section 4.01(d) shall be deemed to have first been distributed
from REMIC II to REMIC III on such Distribution Date as additional interest (in
the form of Prepayment Premiums) with respect to the various REMIC II Regular
Interests, pro rata in accordance with the respective amounts of principal
deemed distributed with respect to each such REMIC II Regular Interest for such
Distribution Date as provided in the following paragraph.

                  All distributions made with respect to each Class of Principal
Balance Certificates on each Distribution Date pursuant to Section 4.01(a),
Section 4.01(b) or Section 4.01(d) shall be deemed to have first been
distributed from REMIC II to REMIC III on such Distribution Date with respect to
the Corresponding REMIC II Regular Interest for such Class of Certificates. In
each case, if such distribution on any such Class of Principal Balance
Certificates was a distribution of interest, of principal, of additional
interest (in the form of Prepayment Premiums) or in reimbursement of any related
Unfunded Principal Balance Reductions with respect to such Class of
Certificates, then the corresponding distribution deemed to be made on the
Corresponding REMIC II Regular Interest for such Class of Certificates pursuant
to the preceding sentence shall be deemed also to be a distribution of interest,
of principal, of additional interest (in the form of Prepayment Premiums) or in
reimbursement of any related Unfunded Principal Balance Reductions with respect
to such REMIC II Regular Interest.

                  The actual distributions made by the Certificate Administrator
on each Distribution Date with respect to the Certificates pursuant to Section
4.01(a), Section 4.01(b), Section 4.01(c) (to the extent such distributions
relate to the REMIC III Residual Interest) or Section 4.01(d), as applicable,
shall be deemed to have been so made from the amounts deemed distributed with
respect to the REMIC II Regular Interests on such Distribution Date pursuant to
this Section 4.01(k). Notwithstanding the deemed distributions on the REMIC II
Regular Interests described in this Section 4.01(k), actual distributions of
funds from the Distribution Account shall be made only in accordance with
Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section
4.01(e), as applicable.

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                  (l) On each Distribution Date, immediately prior to making any
actual distributions on the Certificates pursuant to Section 4.01(a), Section
4.01(b) or Section 4.01(c), or the corresponding deemed distributions on the
REMIC II Regular Interests pursuant to Section 4.01(k), the Certificate
Administrator shall be deemed to have made out of the Standard Available
Distribution Amount for such Distribution Date, the following distributions to
REMIC II in the following order of priority, in each case to the extent of the
remaining portion of such Standard Available Distribution Amount:

                  first, distributions of interest with respect to all of the
         REMIC I Regular Interests, up to, and pro rata as among the REMIC I
         Regular Interests based on, their respective Current Interest
         Distribution Amounts for such Distribution Date;

                  second, distributions of interest with respect to all of the
         REMIC I Regular Interests, up to, and pro rata as among the REMIC I
         Regular Interests based on, their respective Carryforward Interest
         Distribution Amounts for such Distribution Date;

                  third, distributions of principal with respect to all of the
         REMIC I Regular Interests, up to, and pro rata as among the REMIC I
         Regular Interests based on, their respective Principal Distribution
         Amounts for such Distribution Date; and

                  fourth, reimbursements of Unfunded Principal Balance
         Reductions with respect to all of the REMIC I Regular Interests
         (including any REMIC I Regular Interests whose Uncertificated Principal
         Balances have previously been reduced to zero), up to, and pro rata as
         among the REMIC I Regular Interests based on, their respective Loss
         Reimbursement Amounts for such Distribution Date.

                  In addition, on each Distribution Date, immediately prior to
making any actual distributions on the REMIC III Regular Interest Certificates
pursuant to Section 4.01(d), or the corresponding deemed distributions on the
REMIC II Regular Interests pursuant to Section 4.01(k), the Certificate
Administrator shall be deemed to have distributed to REMIC II each Prepayment
Premium then on deposit in the Distribution Account that was received on any
Mortgage Loan or REO Mortgage Loan during or prior to the related Collection
Period, such distribution to be deemed made with respect to the REMIC I Regular
Interest that relates to such Mortgage Loan or REO Mortgage Loan, as the case
may be.

                  The distributions deemed made by the Certificate Administrator
on each Distribution Date with respect to the REMIC II Regular Interests
pursuant to Section 4.01(k), as well as the distributions actually made by the
Certificate Administrator on each Distribution Date with respect to the
Certificates pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) (to
the extent such distributions relate to the REMIC II Residual Interest or the
REMIC III Residual Interest) or Section 4.01(d), shall be deemed to have been so
made from the amounts deemed distributed with respect to the REMIC I Regular
Interests on such Distribution Date pursuant to this Section 4.01(l).
Notwithstanding the deemed distributions on the REMIC I Regular Interests
described in this Section 4.01(l), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 4.01(e), as
applicable.

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                  SECTION 4.02. Statements to Certificateholders; Certain Other
                                Reports.

                  (a) Based solely on information provided to the Certificate
Administrator by the Master Servicer and the Special Servicer pursuant to
Sections 3.12, 4.02(b) and 4.02(c), the Certificate Administrator shall prepare
(or cause to be prepared) and, on each Distribution Date, provide or make
available electronically (or, upon request, by first class mail) to the
Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Underwriters, the Rating Agencies, the Controlling Class Representative, Charter
Research Corporation, The Trepp Group, Intex Solutions, Inc., each
Certificateholder and, to the extent that the Certificate Administrator has in
accordance with Section 5.06(b) confirmed the Ownership Interest in the
Certificates held thereby, each Certificate Owner a statement substantially in
the form of, and containing the information set forth in, Exhibit E-1 hereto
(the "Distribution Date Statement"), detailing the distributions on such
Distribution Date and the performance, both in the aggregate and individually to
the extent available, of the Mortgage Loans and the Mortgaged Properties;
provided that the Certificate Administrator need not deliver to the Depositor,
the Master Servicer, the Special Servicer, the Mortgage Loan Sellers, the
Underwriters, Charter Research Corporation, The Trepp Group, Intex Solutions,
Inc., the Rating Agencies or the Controlling Class Representative any
Distribution Date Statement that has been made available via the Certificate
Administrator's Internet Website as provided below; and provided, further, that
the Certificate Administrator has no affirmative obligation to discover the
identities of Certificate Owners and need only react to Persons claiming to be
Certificate Owners in accordance with Section 5.06; and provided, further, that
the Certificate Administrator shall not provide Charter Research Corporation,
The Trepp Group and Intex Solutions, Inc. any information regarding the
Certificates until the Depositor confirms to the Certificate Administrator that
SSB and GCM have sold all of their respective allotments of the Non-Registered
Certificates to unaffiliated third parties.

                  On each Distribution Date, the Certificate Administrator shall
also provide or make available electronically (or, upon request, by first class
mail) to the Depositor, the Trustee, the Master Servicer, the Special Servicer,
the Underwriters, the Rating Agencies, the Controlling Class Representative,
each Certificateholder (and each Certificate Owner that is receiving a
Distribution Date Statement on such Distribution Date), at the same time that
the Distribution Date Statement is delivered thereto, the Collateral Summary
File, the Bond Level File and, to the extent received by the Certificate
Administrator since the prior Distribution Date (or, in the case of the initial
Distribution Date, since the Closing Date), each other file and report
comprising the CMSA Investor Reporting Package (excluding the Loan Set-Up File).

                  The Certificate Administrator shall have no obligation to
provide the information or reports described in this Section 4.02(a) until it
has received the requisite information or reports from the Master Servicer, and
the Certificate Administrator shall not be in default hereunder due to a delay
in providing the Certificateholder Reports caused by the Master Servicer's
failure to timely deliver any information or reports hereunder. None of the
Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator shall be responsible for the accuracy or completeness of any
information supplied to it by a Borrower or third party, and reasonably accepted
by it in good faith, that is included in any reports, statements, materials or
information prepared or provided by the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator, as applicable. None of the
Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer shall

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have any obligation to verify the accuracy or completeness of any information
provided by a Borrower, a third party or each other.

                  The Certificate Administrator shall make available each month,
to Certificateholders, Certificate Owners, prospective investors and any other
interested party, via the Certificate Administrator's Internet Website, in a
downloadable format, all Distribution Date Statements and Unrestricted Servicer
Reports (which in each case, if applicable will identify each Mortgage Loan by
mortgage loan number and property name, if any) and, with the consent or at the
direction of the Depositor, such other information regarding the Certificates
and/or the Mortgage Loans as the Certificate Administrator may have in its
possession; provided that, unless (i) the particular report or information has
been filed with the Commission pursuant to Section 8.15 or (ii) the Depositor
has notified the Certificate Administrator that SSB and GCM have sold the
Non-Registered Certificates to unaffiliated third parties, access to such
reports and information on the Certificate Administrator's Internet Website will
be password protected to the same extent, and limited to the same Persons, as
the Restricted Servicer Reports. After the Certificate Administrator shall have
received the notice from the Depositor regarding the sale of the Non-Registered
Certificates, as described in the preceding sentence, the Certificate
Administrator shall make the Distribution Date Statement available to any
interested party via its electronic bulletin board. The Certificate
Administrator shall make the Restricted Servicer Reports available each month,
via the Certificate Administrator's Internet Website, to any Certificateholder,
Certificate Owner, any Person identified by any Certificateholder or Certificate
Owner as a prospective transferee of a Certificate or interest therein, the
Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Underwriters, the Controlling Class Representative or any Rating Agency, with
the use of a password provided by the Certificate Administrator to such person
upon receipt by the Certificate Administrator from such Person of a
certification substantially in the form of Exhibit L-1 or Exhibit L-2, as
applicable; provided that the Certificate Administrator shall provide such
password to each party hereto, the Depositor, the Trustee, the Master Servicer,
the Special Servicer, the Underwriters, the Controlling Class Representative,
and each Rating Agency without requiring such certification; In addition, the
Certificate Administrator is hereby directed and authorized to make available,
as a convenience to interested parties (and not in furtherance of the
distribution of the Prospectus or the Prospectus Supplement under the securities
laws), this Agreement, the Prospectus and the Prospectus Supplement via the
Certificate Administrator's Internet Website. The Certificate Administrator will
make no representations or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor.

                  The Certificate Administrator's Internet Website shall be
located at "www.lnbabs.com" or at such other address as shall be specified by
the Certificate Administrator from time to time in the Distribution Date
Statement and in one or more written notices delivered to the other parties
hereto, the Controlling Class Representative (if any), the Certificateholders
and the Rating Agencies. In connection with providing access to the Certificate
Administrator's Internet Website and electronic bulletin board, the Certificate
Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of
information in accordance with this Agreement.

                  The Certificate Administrator shall be entitled to rely on but
shall not be responsible for the content or accuracy of any information provided
by third parties for purposes of preparing

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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).

                  (b) The Master Servicer may maintain an Internet website at
"www.midlands.com", or such other site as may be specified by any successor
Master Servicer, which may, subject to applicable law, contain the information
and reports required to be produced by the Master Servicer; provided that the
Master Servicer shall not provide the Underwriters with any information
regarding the Certificates, the Trust Fund and/or this Agreement in violation of
Regulation FD. Access by Certificateholders, Certificate Owners, the Controlling
Class Representative, the Depositor and the Rating Agencies may be subject to
registration, using a password and user name.

                  (c) Within a reasonable period of time after the end of each
calendar year, the Certificate Administrator shall prepare, or cause to be
prepared, and mail to each Person who at any time during the calendar year was a
Certificateholder (i) a statement containing the aggregate information set forth
on page 2 of the Distribution Date Statement, a form of which is attached hereto
as Exhibit E, for such calendar year or applicable portion thereof during which
such person was a Certificateholder and (ii) such other customary information as
the Certificate Administrator deems necessary or desirable for
Certificateholders to prepare their federal, state and local income tax returns,
including the amount of original issue discount accrued on the Certificates, if
applicable. The obligations of the Certificate Administrator in the immediately
preceding sentence shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate
Administrator pursuant to any requirements of the Code. As soon as practicable
following the request of any Certificateholder in writing, the Certificate
Administrator shall furnish to such Certificateholder such information regarding
the Mortgage Loans and the Mortgaged Properties as such Certificateholder may
reasonably request and, as has been furnished to, or may otherwise be in the
possession of, the Certificate Administrator. The Master Servicer and the
Special Servicer shall promptly provide to the Depositor, the Tax Administrator,
the Certificate Administrator and the Trustee such information regarding the
Mortgage Loans and the Mortgaged Properties as such party may reasonably request
and at the requesting party's expense, and that has been furnished to, or may
otherwise be in the possession of, the Master Servicer or the Special Servicer,
as the case may be.

                  (d) The Master Servicer shall have no obligation to provide
information or reports required pursuant to this Agreement with respect to
Specially Serviced Mortgage Loans and REO Properties until it has received the
requisite information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing such
information or reports caused by the Special Servicer's failure to deliver the
requisite information or reports.

                  SECTION 4.03. P&I Advances.

                  (a) On or before 3:00 p.m., New York City time, on each P&I
Advance Date, the Master Servicer shall, subject to Section 4.03(c), either (i)
deposit into the Distribution Account from its own funds an amount equal to the
aggregate amount of P&I Advances, if any, to be made in respect of the related
Distribution Date, (ii) apply amounts held in the Collection Account for future
distribution to Certificateholders in subsequent months in discharge of any such
obligation to

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make P&I Advances, or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made; provided
that if Late Collections of any of the delinquent principal and/or interest in
respect of which it is to make P&I Advances on any P&I Advance Date are then on
deposit in the Collection Account, the Master Servicer shall use such Late
Collections (net of any Master Servicing Fees and Workout Fees payable
therefrom) to make such P&I Advances. Any amounts held in the Collection Account
for future distribution and so used to make P&I Advances (other than the Late
Collections of the delinquent principal and/or interest contemplated by the
proviso to the preceding sentence) shall be appropriately reflected in the
Master Servicer's records and replaced by the Master Servicer by deposit in the
Collection Account on or before the next succeeding Determination Date (to the
extent not previously replaced through the deposit of Late Collections of the
delinquent principal and/or interest in respect of which such P&I Advances were
made). If, as of 3:00 p.m., New York City time, on any P&I Advance Date/Master
Servicer Remittance Date, the Master Servicer shall not have made any P&I
Advance required to be made on such date pursuant to this Section 4.03(a) (and
shall not have delivered to the Trustee and the Certificate Administrator the
requisite Officer's Certificate and documentation related to a determination of
nonrecoverability of a P&I Advance pursuant to Section 4.03(c)) or shall not
have remitted any portion of the Master Servicer Remittance Amount required to
be remitted on such date, then the Certificate Administrator shall provide
notice of such failure to the Trustee and the Master Servicer, before 5:00 p.m.,
New York City time, on such P&I Advance Date. If, after such notice, the
Certificate Administrator does not receive the full amount of such P&I Advances
by 11:00 a.m. (New York City time) on the related Distribution Date, then the
Certificate Administrator shall promptly notify the Trustee and, unless the
Trustee determines that such Advance would be a Nonrecoverable P&I Advance if
made, the Trustee shall 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.

                  (b) The aggregate amount of P&I Advances to be made by the
Master Servicer in respect of any Distribution Date, subject to Section 4.03(c)
below, shall equal the aggregate of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments, in each case net of any related
Master Servicing Fees and Workout Fees, due or deemed due, as the case may be,
in respect of the Mortgage Loans (including Balloon Mortgage Loans delinquent as
to their respective Balloon Payments) and any REO Mortgage 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 Borrower or
otherwise collected as of the close of business on the related Determination
Date; provided that, if an Appraisal Reduction Amount exists with respect to any
Required Appraisal Loan, then the interest portion of any P&I Advance required
to be made in respect of such Required Appraisal Loan for the related
Distribution Date shall be reduced (it being herein acknowledged that there
shall be no reduction in the principal portion of such P&I Advance) to equal the
product of (i) the amount of the interest portion of such P&I Advance that would
otherwise be required to be made in respect of such Required Appraisal Loan for
such Distribution Date without regard to this proviso, multiplied by (ii) a
fraction, expressed as a percentage, the numerator of which shall equal the
Stated Principal Balance of such Required Appraisal Loan immediately prior to
such Distribution Date, net of the related Appraisal Reduction Amount, and the
denominator of which shall equal the Stated Principal Balance of such Required
Appraisal Loan immediately prior to such Distribution Date.


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                  (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 (or, if applicable, the Trustee or any Fiscal Agent) that it has made a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, shall be made by such Person in its
reasonable judgment and shall be evidenced by an Officer's Certificate delivered
to the Depositor, to the Certificate Administrator, to the Special Servicer, to
the Controlling Class Representative and, if made by the Master Servicer, to the
Trustee (on or before the related P&I Advance Date in the case of a proposed P&I
Advance), setting forth the basis for such determination, accompanied by a copy
of an Appraisal of the related Mortgaged Property or REO Property performed
within the 12 months preceding such determination by a Qualified Appraiser, if
available, and further accompanied by any other information, including
engineers' reports, environmental surveys or similar reports, that the Person
making such determination may have obtained and that support such determination.
The Trustee and any Fiscal Agent shall be entitled to conclusively rely on any
nonrecoverability determination made by the Master Servicer with respect to a
particular P&I Advance. The Special Servicer shall promptly furnish any party
required to make P&I Advances hereunder with any information in its possession
regarding the Specially Serviced Mortgage Loans and REO Properties as such party
required to make P&I Advances may reasonably request.

                  (d) The Master Servicer, the Trustee and any Fiscal Agent
shall each be entitled to receive interest at the Reimbursement Rate in effect
from time to time, accrued on the amount of each P&I Advance made thereby (with
its own funds), for so long as such P&I Advance is outstanding. Such interest
with respect to any P&I Advance shall be payable: (i) first, out of any Default
Interest collected with respect to the entire Mortgage Pool subsequent to the
accrual of such interest up to and including the date on which such P&I Advance
is reimbursed; and (ii) then, after such Advance is reimbursed, but only if and
to the extent that such Default Interest described in the immediately preceding
clause (i) is insufficient to cover such Advance Interest, out of general
collections on the Mortgage Loans and REO Properties on deposit in the
Collection Account. As and to the extent provided in Section 3.05(a), the Master
Servicer shall reimburse itself, the Trustee or any Fiscal Agent, as applicable,
for any outstanding P&I Advance made thereby as soon as practicable after funds
available for such purpose are deposited in the Collection Account, and in no
event shall interest accrue in accordance with this Section 4.03(d) on any P&I
Advance as to which the corresponding Late Collection was received as of the
related P&I Advance Date. The Master Servicer shall not be entitled to Advance
Interest to the extent a payment is received but is being held by the Master
Servicer in suspense.

                  SECTION 4.04. Allocation of Realized Losses and Additional
                                Trust Fund Expenses.

                  (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Sections 4.01(a) and
4.01(b), the Certificate Administrator shall determine the amount, if any, by
which (i) the then aggregate of the Class Principal Balances of all the Classes
of Principal Balance Certificates, exceeds (ii) the aggregate Stated Principal
Balance of the Mortgage Pool that will be outstanding immediately following such
Distribution Date. If such excess does exist, then the Class Principal Balances
of the Class P, Class N, Class M, Class L, Class K, Class J, Class H, Class G,
Class F, Class E, Class D, Class C and Class B Certificates shall be reduced
sequentially, in that order, until such excess is reduced to zero; provided
that, no such Class

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of Certificates shall have its Class Principal Balance reduced unless and until
the Class Principal Balance of each other Class of Certificates, if any, listed
in front of it has been reduced to zero; and provided, further, that if after
the foregoing reductions, the amount described in clause (i) of the preceding
sentence still exceeds the amount described in clause (ii) of such sentence,
then the respective Class Principal Balances of the Class A-1 and Class A-2
Certificates shall be reduced on a pro rata basis in accordance with the
relative sizes of such Class Principal Balances, until any such remaining excess
is reduced to zero. All such reductions in the Class Principal Balances of the
respective Classes of the Principal Balance Certificates shall constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

                  (b) On each Distribution Date, following the deemed
distributions to be made in respect of the REMIC II Regular Interests on such
date pursuant to Section 4.01(k), the Certificate Administrator shall determine
the amount, if any, by which (i) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests, exceeds (ii) the aggregate Stated
Principal Balance of the Mortgage Pool that will be outstanding immediately
following such Distribution Date. If such excess does exist, then the
Uncertificated Principal Balances of REMIC II Regular Interest P, REMIC II
Regular Interest N, REMIC II Regular Interest M, REMIC II Regular Interest L,
REMIC II Regular Interest K, REMIC II Regular Interest J, REMIC II Regular
Interest H, REMIC II Regular Interest G, REMIC II Regular Interest F, REMIC II
Regular Interest E, REMIC II Regular Interest D, REMIC II Regular Interest C and
REMIC II Regular Interest B, shall be reduced sequentially, in that order, until
such excess is reduced to zero; provided that, no such REMIC II Regular Interest
shall have its Uncertificated Principal Balance reduced unless and until the
Uncertificated Principal Balance of each other REMIC II Regular Interest, if
any, listed in front of it has been reduced to zero; and provided, further, that
if after the foregoing reductions, the amount described in clause (i) of the
preceding sentence still exceeds the amount described in clause (ii) of such
sentence, then the respective Uncertificated Principal Balances of REMIC II
Regular Interest A-1 and REMIC II Regular Interest A-2 shall be reduced on a pro
rata basis in accordance with the relative sizes of such Uncertificated
Principal Balances, until any such remaining excess is reduced to zero. All such
reductions in the Uncertificated Principal Balances of the respective REMIC II
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

                  (c) On each Distribution Date, following the deemed
distributions to be made in respect of the REMIC I Regular Interests pursuant to
Section 4.01(l), the Uncertificated Principal Balance of each REMIC I Regular
Interest (after taking account of such deemed distributions) shall be reduced to
the extent necessary to equal the Stated Principal Balance of the related
Mortgage Loan or REO Mortgage Loan, as the case may be, that will be outstanding
immediately following such Distribution Date. All such reductions in the
Uncertificated Principal Balances of the respective REMIC I Regular Interests
shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.

                  SECTION 4.05. Calculations.

                  The Certificate Administrator shall, provided it receives the
necessary information from the Master Servicer and/or Special Servicer, be
responsible for performing all calculations necessary in connection with the
actual and deemed distributions to be made pursuant to Section 4.01, the
preparation of the Distribution Date Statements pursuant to Section 4.02(a) and
the actual

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and deemed allocations of Realized Losses and Additional Trust Fund Expenses to
be made pursuant to Section 4.04. The Certificate Administrator shall calculate
the Standard Available Distribution Amount for each Distribution Date and shall
allocate such amount among Certificateholders in accordance with this Agreement.
Absent actual knowledge of an error therein, the Certificate Administrator shall
have no obligation to recompute, recalculate or otherwise verify any information
provided to it by the Master Servicer. The calculations by the Certificate
Administrator contemplated by this Section 4.05 shall, in the absence of
manifest error, be presumptively deemed to be correct for all purposes
hereunder.



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                                   ARTICLE V

                                THE CERTIFICATES


                  SECTION 5.01. The Certificates.

                  (a) The Certificates will be substantially in the respective
forms attached hereto as Exhibits A-1 through A-6; provided, however, that any
of the Certificates may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03 beneficial ownership interests in the Class
X, Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates
shall initially be held and transferred through the book-entry facilities of the
Depository. The REMIC III Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances (or, in
the case of the Class X Certificates, initial Certificate Notional Amounts) as
of the Closing Date of: (i) in the case of the Class X Certificates, $1,000,000
and any whole dollar denomination in excess thereof; (ii) in the case of the
Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class F
Certificates, $10,000 and any whole dollar denomination in excess thereof; and
(iii) in the case of the other REMIC III Regular Interest Certificates, $100,000
and any whole dollar denomination in excess thereof. The Class R Certificates
and the Class Y Certificates will be issuable only in denominations representing
Percentage Interests in the related Class of not less than 10.0%.

                  (b) The Certificates shall be executed by manual or facsimile
signature by an authorized officer of the Certificate Registrar on behalf of the
Trustee. 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
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

                  SECTION 5.02. Registration of Transfer and Exchange of
                                Certificates.

                  (a) The Certificate Administrator may, at its own expense,
appoint any Person with appropriate experience as a securities registrar to act
as Certificate Registrar hereunder; provided that, in the absence of any other
Person appointed in accordance herewith acting as Certificate Registrar, the
Certificate Administrator agrees to act in such capacity in accordance with the
terms hereof. The appointment of a Certificate Registrar shall not relieve the
Certificate Administrator from any of its obligations hereunder, and the
Certificate Administrator shall remain responsible for all acts and omissions of
the Certificate Registrar. The Certificate Registrar shall be

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subject to the same standards of care, limitations on liability and rights to
indemnity as the Certificate Administrator, and the provisions of Sections 8.01,
8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the
Certificate Registrar to the same extent that they apply to the Certificate
Administrator. Any Certificate Registrar appointed in accordance with this
Section 5.02(a) may at any time resign by giving at least 30 days' advance
written notice of resignation to the Certificate Administrator, the Trustee, the
Master Servicer, the Special Servicer and the Depositor. The Certificate
Administrator may at any time terminate the agency of any Certificate Registrar
appointed in accordance with this Section 5.02(a) by giving written notice of
termination to such Certificate Registrar, with a copy to the Trustee, the
Master Servicer, the Special Servicer and the Depositor.

                  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 shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Tax Administrator shall have the right to
inspect the Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Certificate Registrar
as to the information set forth in the Certificate Register.

                  If any Certificateholder makes written request to the
Certificate Registrar, and such request states that such Certificateholders
desires to communicate with other Certificateholders with respect to their
rights under this Agreement or under the Certificates and is accompanied by a
copy of the communication that such Certificateholder proposes to transmit, then
the Certificate Registrar shall, within 30 days after the receipt of such
request, afford the requesting Certificateholder access during normal business
hours to, or deliver to the requesting Certificateholder a copy of, the most
recent list of Certificateholders held by the Certificate Registrar (which list
shall be current as of a date no earlier than 30 days prior to the Certificate
Registrar's receipt of such request). Every Certificateholder, by receiving such
access, acknowledges that neither the Certificate Registrar nor the Trustee will
be held accountable in any way by reason of the disclosure of any information as
to the names and addresses of any Certificateholder regardless of the source
from which such information was derived.

                  (b) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If a transfer of any Non-Registered Certificate that
constitutes a Definitive Certificate is to be made without registration under
the Securities Act (other than in connection with the initial issuance of the
Certificates or a transfer of any Non-Registered Certificate by the Depositor or
an Affiliate of the Depositor or a transfer of a Book-Entry Non-Registered
Certificate to a successor Depository as contemplated by Section 5.03(c)), 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 hereto as Exhibit F-1A; or (ii) a certificate
from the Certificateholder desiring to

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effect such transfer substantially in the form attached hereto as Exhibit F-1B
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached hereto either as Exhibit F-2A or as Exhibit
F-2B; or (iii) 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 or
of the Depositor, the Master Servicer, the Special Servicer, the Tax
Administrator, the Certificate Administrator, the Trustee, any Fiscal Agent 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.

                  If a transfer of an interest in any Class X Certificate that
constitutes a Book-Entry Certificate is to be made without registration under
the Securities Act (other than in connection with the initial issuance of the
Certificates or a transfer of an interest in a Class X Certificate by the
Depositor or an Affiliate of the Depositor), then the Certificate Owner desiring
to effect such transfer shall require from its prospective Transferee: (i) a
certificate substantially in the form attached either as Exhibit F-2C hereto or
as Exhibit F-2D hereto; or (ii) an Opinion of Counsel to the effect that such
transfer may be made without registration under the Securities Act.

                  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 or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer, sale, pledge or other disposition of any Non-Registered Certificate or
interest therein shall, and does hereby agree to, indemnify the Depositor, SSB,
GCM, the Trustee, any Fiscal Agent, the Master Servicer, the Special Servicer,
the Tax Administrator, Certificate Administrator and the Certificate Registrar
against any liability that may result if such transfer, sale, pledge or other
disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

                  (c) No transfer of any Certificate or interest therein shall
be made (A) to any retirement plan or other employee benefit plan, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of such Certificate or interest therein by the prospective Transferee
would result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or would result in the imposition of an excise tax under Section 4975
of the Code.

                  Except in connection with the initial issuance of the
Certificates or any transfer of a Certificate or interest therein by the
Depositor or an Affiliate of the Depositor or any transfer of a Book-Entry
Certificate to a successor Depository as contemplated by Section 5.03(c), the
Certificate Registrar shall refuse to register the transfer of a non-Investment
Grade Certificate or a Non-Registered Certificate that constitutes a Definitive
Certificate unless it has received from the prospective Transferee, either (i) a
certification to the effect that such prospective Transferee is not

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a Plan and is not directly or indirectly purchasing such Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and continued holding of such
Certificate by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes on such prohibited transactions imposed under Section 4975 of the
Code, under Sections I and III of Prohibited Transaction Class Exemption 95-60;
or (iii) in the case of a Certificate that is both an Investment Grade
Certificate and a Non-Registered Certificate and that is being acquired by or on
behalf of a Plan in reliance on the Underwriter Exemption, a certification to
the effect that such Plan (X) is an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within
the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Certificate
Administrator, the Tax Administrator, the Depositor, any Mortgage Loan Seller,
the Master Servicer, the Special Servicer, any Sub-Servicer or any Borrower with
respect to Mortgage Loans constituting 5% of the aggregate unamortized principal
of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate
of any of the foregoing Persons, and (Z) agrees that it will obtain from each of
its Transferees a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee, the
Certificate Registrar or the Trust) which otherwise establish to the reasonable
satisfaction of the Certificate Registrar that such transfer will not result in
a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. It is hereby
acknowledged that the form of certification attached hereto as Exhibit G-1 is
acceptable for purposes of the preceding sentence.

                  Except in connection with the initial issuance of the
Certificates or any transfer of an interest in a Book-Entry Certificate by the
Depositor or an Affiliate of the Depositor, the Certificate Owner desiring to
effect a transfer of an interest in a Book-Entry Non-Registered Certificate
shall obtain from its prospective Transferee either (i) a certification to the
effect that such prospective Transferee is not a Plan and is not directly or
indirectly purchasing such interest in such Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; (ii) a certification to
the effect that the purchase and continued holding of such Certificate by such
prospective Transferee is exempt from the prohibited transaction provisions of
Sections 406(a) and (b) and 407 of ERISA and the excise taxes on such prohibited
transactions imposed under Section 4975 of the Code, under Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if such Certificate is an
Investment Grade Certificate and such interest in such Certificate is being
acquired by or on behalf of a Plan in reliance on an Underwriter Exemption, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer or any Borrower with respect to Mortgage Loans constituting 5%
of the aggregate unamortized principal of all the Mortgage Loans determined as
of the Closing Date, or by any Affiliate of any of the foregoing Persons, and
(Z) agrees that it will obtain from each of its Transferees a written
representation that such Transferee, if a Plan, satisfies the requirements of
the immediately preceding clauses (ii)(X) and (ii)(Y), together with a written
agreement that such Transferee will obtain from each of its Transferees that are
Plans a similar written representation regarding satisfaction of the
requirements of the immediately preceding clauses (ii)(X) and (ii)(Y);

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or (iii) a certification of facts and an Opinion of Counsel to the effect that
such transfer will not result in a violation of Section 406 of ERISA or Section
4975 of the Code or result in the imposition of an excise tax under Section 4975
of the Code. It is hereby acknowledged that the form of certification attached
hereto as Exhibit G-2 is acceptable for purposes of the preceding sentence.

                  (d) (i) Each Person who has or who acquires any Ownership
Interest in a Class R Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee under clause
(ii)(A) below to deliver or cause the delivery of payments to a Person other
than such Person and to have irrevocably authorized the Trustee 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 disposition. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following
provisions:

                           (A) Each Person holding or acquiring any Ownership
                  Interest in a Class R Certificate shall be a Permitted
                  Transferee and shall promptly notify the Tax Administrator and
                  the Trustee 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 Class R Certificate, the Certificate
                  Registrar shall require delivery to it, and shall not register
                  the Transfer of any Class R Certificate until its receipt, of
                  an affidavit and agreement substantially in the form attached
                  hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"),
                  from the proposed Transferee, representing and warranting,
                  among other things, that such Transferee is a Permitted
                  Transferee, that it is not acquiring its Ownership Interest in
                  the Class R 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 Class R 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 either the Trustee or
                  the Certificate Registrar has actual knowledge that the
                  proposed Transferee is not a Permitted Transferee, no Transfer
                  of an Ownership Interest in a Class R Certificate to such
                  proposed Transferee shall be effected.

                           (D) Each Person holding or acquiring any Ownership
                  Interest in a Class R 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 Class R Certificate and (2) not to
                  transfer its Ownership Interest in such Class R Certificate
                  unless it provides to the Certificate Registrar and the
                  Trustee a certificate substantially in the form attached
                  hereto as Exhibit H-2 stating that, among other things, it has
                  no actual knowledge that such prospective Transferee is not a
                  Permitted Transferee.


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                           (E) Each Person holding or acquiring an Ownership
                  Interest in a Class R Certificate, by purchasing such
                  Ownership Interest, agrees to give the Tax Administrator 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 Class R Certificate if it is, or is
                  holding an Ownership Interest in a Class R Certificate on
                  behalf of, a "pass-through interest holder".

                  (ii) (A) If any purported Transferee shall become a Holder of
         a Class R Certificate in violation of the provisions of this Section
         5.02(d), then the last preceding Holder of such Class R 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 Class R Certificate. None of the Depositor, the Trustee or the
         Certificate Registrar, shall be under any liability to any Person for
         any registration of Transfer of a Class R 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 Class R Certificate in violation of the restrictions in
                  this Section 5.02(d), then, to the extent that retroactive
                  restoration of the rights of the preceding Holder of such
                  Class R Certificate as described in clause (ii) (A) above
                  shall be invalid, illegal or unenforceable, the Trustee shall
                  have the right but not the obligation, to cause the transfer
                  of such Class R Certificate to a Permitted Transferee selected
                  by the Trustee on such terms as the Trustee may choose, and
                  the Trustee shall not be liable to any Person having an
                  Ownership Interest in such Class R Certificate or any other
                  Person as a result of its exercise of such discretion. Such
                  purported Transferee shall promptly endorse and deliver such
                  Class R Certificate in accordance with the instructions of the
                  Trustee. Such Permitted Transferee may be the Trustee itself
                  or any Affiliate of the Trustee.

                  (iii) The Tax Administrator shall make available to the IRS
         and to those Persons specified by the REMIC Provisions all information
         furnished to it by the other parties hereto necessary to compute any
         tax imposed (A) as a result of the Transfer of an Ownership Interest in
         a Class R 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 the REMIC I Residual Interest, the REMIC II Residual
         Interest and the REMIC III Residual Interest 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 Class R
         Certificate having as among its record holders at any time any Person
         which is a Disqualified Organization, and each of the other parties
         hereto shall furnish to the Tax Administrator all information in its
         possession necessary for the Tax Administrator to discharge such
         obligation. The Person holding such Ownership Interest shall be
         responsible for the reasonable compensation of the Tax Administrator
         for providing such information.


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                  (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 Trustee and the Tax
         Administrator 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 result in an Adverse
                  Rating Event with respect to any Class of Rated Certificates;
                  and

                           (B) an Opinion of Counsel, in form and substance
                  satisfactory to the Trustee and the Tax Administrator,
                  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 Trustee, the Tax Administrator or
                  the Trust), to the effect that doing so will not (1) cause any
                  REMIC Pool to cease to qualify as a REMIC or be subject to an
                  entity-level tax caused by the Transfer of any Class R
                  Certificate to a Person which is not a Permitted Transferee or
                  (2) cause a Person other than the prospective Transferee to be
                  subject to a REMIC-related tax caused by the Transfer of a
                  Class R Certificate to a Person that is not a Permitted
                  Transferee.

                  (e) The Trust has not been registered as an investment company
under the Investment Company Act. Accordingly, no transfer of any Class H, Class
J, Class K, Class L, Class M, Class N, Class P or Class Y Certificate shall be
made to any Person other than an Institutional Accredited Investor or a
Qualified Institutional Buyer, and no transfer of any Class R Certificate shall
be made to any Person other than a Qualified Institutional Buyer. If a transfer
of any such Certificate is to be made, then the Certificate Registrar shall
require, in order to assure compliance with the foregoing, that the prospective
transferee of such Certificate (or the transferor on its behalf) certify in
writing that the prospective transferee is a Qualified Institutional Buyer or,
alternatively, but solely in the case of a Class H, Class J, Class K, Class L,
Class M, Class N, Class P or Class Y Certificate, an Institutional Accredited
Investor.

                  (f) If a Person is acquiring any Subordinate or Class Y
Certificate as a fiduciary or agent for one or more accounts, such Person shall
be required to deliver to the Certificate Registrar a certification to the
effect that, and such other evidence as may be reasonably required by the
Certificate Registrar to confirm that, it has (i) sole investment discretion
with respect to each such account and (ii) full power to make the applicable
foregoing acknowledgments, representations, warranties, certifications and/or
agreements with respect to each such account as set forth in subsections (b),
(c), (d) and/or (e), as appropriate, of this Section 5.02.

                  (g) 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, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of authorized
denominations of the same Class evidencing a like aggregate Percentage Interest.

                  (h) At the option of any Holder, its Certificates may be
exchanged for other Certificates of authorized denominations of the same Class
evidencing 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

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Certificate Registrar shall execute, authenticate and deliver the Certificates
which the Certificateholder making the exchange is entitled to receive.

                  (i) 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.

                  (j) No service charge shall be imposed for any transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  (k) 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.

                  (l) The Certificate Registrar shall provide to each of the
other parties hereto, upon reasonable written request and at the expense of the
requesting party, an updated copy of the Certificate Register.

                  SECTION 5.03. Book-Entry Certificates.

                  (a) The Class X, Class A, Class B, Class C, Class D, Class E,
Class F and Class G Certificates shall, in the case of each Class thereof,
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), 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, subject to Section 5.02(c), 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 fully registered, physical Certificates
("Definitive Certificates") in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing each
such Certificate Owner. Each Depository Participant shall only transfer the
Ownership Interests in the Book-Entry Certificates of Certificate Owners it
represents or of indirect participating brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

                  (b) The Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Tax Administrator, the Trustee, any Fiscal
Agent 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 indirect
participating brokerage firms representing such Certificate Owners. Multiple
requests and

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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, the
Certificate Administrator and the Certificate Registrar in writing that the
Depository is no longer willing or able to discharge properly its
responsibilities as depository with respect to any Class of Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee, the Certificate
Administrator and the Certificate Registrar in writing that it elects to
terminate the book-entry system through the Depository with respect to any Class
of Book-Entry Certificates (or any portion of any Class thereof), the
Certificate Registrar shall notify all affected Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to such Certificate Owners requesting the same. Upon
surrender to the Certificate Registrar of any Class of Book-Entry Certificates
(or any portion of any Class thereof) by the Depository, accompanied by
registration instructions from the Depository for registration of transfer, the
Certificate Registrar shall execute, authenticate and deliver, the Definitive
Certificates in respect of such Class (or portion thereof) to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Tax
Administrator, 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 Book-Entry
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.

                  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 reasonably 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, 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
reasonable expenses (including the reasonable 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 Trust Fund, 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 Certificate
Administrator, the Tax Administrator, the Trustee, any Fiscal Agent, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever, and none of the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Tax Administrator, the Trustee, any
Fiscal Agent, the Certificate Registrar or any agent of any of them shall be
affected by notice to the contrary.

                  SECTION 5.06. Certification by Certificate Owners.

                  (a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the transfer requirements of Section 5.02(c).

                  (b) To the extent that under the terms of this Agreement, it
is necessary to determine whether any Person is a Certificate Owner, the
Certificate Administrator shall make such determination based on a certificate
of such Person which shall be substantially in the form of paragraph 1 of
Exhibit L-1 hereto (or such other form as shall be reasonably acceptable to the
Certificate Administrator) and shall specify the Class and Certificate Principal
Balance or Certificate Notional Amount, as the case may be, of the Book-Entry
Certificate beneficially owned; provided, however, that none of the Trustee, the
Certificate Administrator or the Certificate Registrar shall knowingly recognize
such Person as a Certificate Owner if such Person, to the actual knowledge of a
Responsible Officer of the Trustee, the Certificate Administrator or the
Certificate Registrar, as the case may be, acquired its Ownership Interest in a
Book-Entry Certificate in violation of Section 5.02(c), or if such Person's
certification that it is a Certificate Owner is in direct conflict with
information known by, or made known to, the Trustee, the Certificate
Administrator or the Certificate Registrar, with respect to the identity of a
Certificate Owner. The Trustee, the Certificate Administrator and the
Certificate Registrar shall each exercise its reasonable discretion in making
any determination under this Section 5.06(b) and shall afford any Person
providing information with respect to its beneficial ownership of any Book-Entry
Certificate an opportunity to resolve any discrepancies between the information
provided and any other information available to the Trustee, the Certificate
Administrator or the Certificate Registrar, as the case may be.



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                                   ARTICLE VI

                       THE DEPOSITOR, THE MASTER SERVICER
                            AND THE SPECIAL SERVICER


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

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

                  Subject to the following paragraph, each of the Depositor, the
Master Servicer and the Special Servicer shall each keep in full effect its
existence, rights and franchises as a corporation, bank, trust company,
partnership, limited liability company, association or other legal entity under
the laws of the jurisdiction wherein it was organized, and each shall obtain and
preserve its qualification to do business as a foreign entity 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.

                  Each of the Depositor, the Master Servicer and the Special
Servicer may be merged or consolidated with or into any Person, or transfer all
or substantially all of its assets 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 of the Depositor, the Master Servicer or the Special Servicer,
shall be the successor of the Depositor, the Master Servicer or the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that no successor or
surviving Person shall succeed to the rights of the Master Servicer or the
Special Servicer unless such succession will not result in an Adverse Rating
Event with respect to any Class of Rated Certificates (as confirmed in writing
to the Trustee by each Rating Agency).

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

                  None of the Depositor, the Master Servicer, the Special
Servicer or any director, manager, member, officer, employee or agent of any of
the foregoing shall be under any liability to the Trust or the
Certificateholders for any action taken, or not taken, in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer, the Special
Servicer or any such other Person against any breach of a representation or
warranty made herein, or against any expense or liability specifically required
to be borne thereby pursuant to the terms hereof, or against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of obligations

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or duties hereunder, or by reason of negligent disregard of such obligations and
duties. The Depositor, the Master Servicer, the Special Servicer and any
director, officer, manager, member, employee or agent of any of the foregoing
may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer, the Special Servicer and any
director, officer, manager, member, employee or agent of any of the foregoing
shall be indemnified and held harmless by the Trust out of the Collection
Account against any loss, liability or reasonable out-of-pocket expense incurred
in connection with any legal action relating to this Agreement, the Certificates
or any asset of the Trust, other than any such loss, liability or expense: (i)
specifically required to be borne thereby pursuant to the terms hereof,
including Section 10.01(f); (ii) that constitutes a Servicing Advance and is
otherwise reimbursable pursuant to this Agreement (provided that this clause
(ii) is not intended to limit the Master Servicer's or Special Servicer's right
of recovery of liabilities and expenses incurred as a result of being the
defendant, or participating in a proceeding to which another indemnified party
under this Section 6.03 is a defendant, in legal action relating to this
Agreement); or (iii) which was incurred in connection with claims against such
party resulting from (A) any breach of a representation or warranty made herein
by such party, or (B) willful misfeasance, bad faith or negligence in the
performance of obligations or duties hereunder by such party, or from negligent
disregard of such obligations or duties. 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, except in the case of a legal action
contemplated by Section 3.22, in its opinion does not involve it in any ultimate
expense or liability; provided, however, that the Depositor, the Master Servicer
or the Special Servicer may in its discretion undertake any such action which it
may reasonably deem necessary or desirable with respect to the enforcement
and/or protection of the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action, and any liability resulting therefrom, shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master
Servicer and the Special Servicer each shall be entitled to the direct payment
of such expenses or to be reimbursed therefor from the Collection Account as
provided in Section 3.05(a).

                  SECTION 6.04. Master Servicer and Special Servicer Not to
                                Resign.

                  The Master Servicer and the Special Servicer may each 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, with a copy to the Certificate Administrator. Unless applicable law
requires the Master Servicer's or the Special Servicer's (as the case may be)
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 6.06 or Section 7.02 hereof; provided that, if no successor master
servicer or special servicer, as applicable, shall have been so appointed and
have accepted appointment within 90 days after the Master Servicer or Special
Servicer, as the

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case may be, has given notice of such resignation, the resigning Master Servicer
or Special Servicer, as applicable, may petition any court of competent
jurisdiction for the appointment of a successor master servicer or special
servicer, as applicable.

                  In addition, the Master Servicer and the Special Servicer
shall each have the right to resign or assign its servicing rights at any other
time provided that (i) a willing successor thereto (including any such successor
proposed by the resigning party) has been found, (ii) each of the Rating
Agencies confirms in writing that the successor's appointment will not result in
an Adverse Rating Event with respect to any Class of Rated 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 or assignment.

                  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, none of the Master Servicer or the Special
Servicer shall (except in connection with any resignation thereby permitted
pursuant to the prior paragraph or as otherwise expressly provided herein,
including the provisions of Section 3.22 and/or Section 6.02) assign or transfer
any of its rights, benefits or privileges hereunder to any other Person.

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

                  Upon reasonable request, the Master Servicer and the Special
Servicer shall each furnish the Depositor and the Certificate Administrator with
its most recent publicly available annual audited financial statements (or, if
not available, the most recent publicly available audited annual financial
statements of its corporate parent, on a consolidated basis) and such other
information as is publicly available regarding its business, affairs, property
and condition, financial or otherwise; provided that none of the Depositor, the
Certificate Administrator or the Trustee may disclose the contents of such
financial statements or other information to non-affiliated third parties (other
than accountants, attorneys, financial advisors and other representatives
retained to help it evaluate such financial statements or other information),
unless it is required to do so under applicable securities laws or is otherwise
compelled to do so as a matter of law. The Master Servicer and the Special
Servicer may each affix to any such information described in this Section 6.05
provided by it any disclaimer it deems appropriate in its reasonable discretion.
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 the Special Servicer hereunder or exercise the rights of the
Master Servicer or the Special Servicer hereunder; provided, however, that none
of the Master Servicer or the Special Servicer shall be relieved of any of its
obligations hereunder by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer 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.

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                  SECTION 6.06. Designation of Special Servicer by the
                                Controlling Class.

                  The Holder or Holders of Certificates representing more than
50% of the Class Principal Balance of the Controlling Class may at any time and
from time to time designate a Person (other than the Trustee) to replace any
existing Special Servicer or any Special Servicer that has resigned or otherwise
ceased to serve as Special Servicer. Such Holder or Holders shall so designate a
Person to so serve as successor Special Servicer by the delivery to the Trustee,
the Certificate Administrator, 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 I-1.
The designated Person shall become the Special Servicer on the date as of which
the Trustee shall have received: (i) written confirmation from each of the
Rating Agencies that the appointment of such Person will not result in an
Adverse Rating Event with respect to any Class of Rated Certificates; (ii) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I-2, executed by the designated Person; and (iii) an Opinion of Counsel
(which shall not be an expense of the Trustee or the Trust) substantially to the
effect that (A) the designation of such Person to serve as Special Servicer is
in compliance with this Section 6.06, (B) the designated Person is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (C) the Acknowledgment of Proposed Special
Servicer has been duly authorized, executed and delivered by the designated
Person and (D) 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, subject to customary bankruptcy and insolvency exceptions and
customary equity exceptions, that this Agreement shall be enforceable against
the designated Person in accordance with its terms. Any existing Special
Servicer shall be deemed to have been terminated simultaneously with such
designated Person's becoming the Special Servicer hereunder; provided that (i)
the terminated Special Servicer shall be entitled to receive, in connection with
its termination, payment out of the Certificate Account of all of its accrued
and unpaid Special Servicing Fees and reimbursement from the successor Special
Servicer of all outstanding Servicing Advances made by the terminated Special
Servicer and all unpaid Advance Interest accrued on such outstanding Servicing
Advances (in which case the successor Special Servicer shall be deemed to have
made such Servicing Advances at the same time that the terminated Special
Servicer had actually made them), (ii) the resigning or terminated Special
Servicer shall be entitled to any Workout Fees thereafter received on any
Mortgage Loans that were Corrected Mortgage Loans at the time of the termination
(but only if and to the extent permitted by Section 3.11(c)), and (iii) such
Special Servicer shall continue to be entitled to the benefits of Section 6.03,
notwithstanding any such resignation or termination; and provided, further, that
the terminated Special Servicer shall continue to be obligated to pay and
entitled to receive all other amounts accrued or owing by or to it under this
Agreement on or prior to the effective date of such termination. Such terminated
Special Servicer shall cooperate with the Trustee and the replacement Special
Servicer in effecting the transfer of the terminated Special Servicer's
responsibilities and rights hereunder to its successor, including the transfer
within two Business Days to the replacement Special Servicer for administration
by it of all cash amounts that at the time are or should have been credited by
the Special Servicer to the REO Account or to any Servicing Account or Reserve
Account or should have been delivered to the Master Servicer or that are
thereafter received by or on behalf of it with respect to any Mortgage Loan or
REO Property. If the termination of the Special Servicer was without cause, the
reasonable out-of-pocket costs and expenses of any such transfer shall in no
event be paid out of the Trust Fund, and instead shall be paid by the successor
Special Servicer or

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the Holders of the Controlling Class that voted to remove the Special Servicer,
as such parties may agree. If the Controlling Class of Certificates are
Book-Entry Certificates, then the rights set forth in this Section 6.06 with
respect to replacing the Special Servicer may be exercised by the related
Certificate Owners holding beneficial ownership of Certificates representing
more than 50% of the Class Principal Balance of the Controlling Class.

                  SECTION 6.07. 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 otherwise set forth in the
definition of "Certificateholder") the same rights it would have if it were not
the Master Servicer or the Special Servicer, as the case may be, 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 any action (including for this purpose, omitting to take a
particular action) that is not expressly prohibited by the terms hereof and
would not, in the Master Servicer's or the Special Servicer's reasonable
judgment, violate the Servicing Standard, but that, if taken, might nonetheless,
in the Master Servicer's or the Special Servicer's reasonable 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 Certificate Administrator
(with a copy to the Trustee) a written notice that (a) states that it is
delivered pursuant to this Section 6.07, (b) identifies the Percentage Interest
in each Class of Certificates beneficially owned by the Master Servicer or the
Special Servicer, as the case may be, or by an Affiliate thereof and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer, as the case may be, proposes to take. The Certificate
Administrator, 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 a request
for approval by the Certificateholders of each such proposed action. 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, as the case may be) shall have consented in writing to the proposal
described in the written notice, and if the Master Servicer or the Special
Servicer, as the case may be, shall act as proposed in the written notice, such
action shall be deemed to comply with the Servicing Standard. The Certificate
Administrator shall be entitled to reimbursement from the Master Servicer or the
Special Servicer, as applicable, for the reasonable expenses of the Certificate
Administrator incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be
permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather in the case of unusual
circumstances.


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                                  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
         Collection Account any amount required to be so deposited under this
         Agreement, which failure continues unremedied for one Business Day
         following the date on which such deposit was first required to be made;
         or

                  (ii) any failure by the Special Servicer to deposit into the
         REO Account or the Collection Account, or to remit to the Master
         Servicer for deposit into the Collection Account, any amount required
         to be so deposited or remitted under this Agreement, which failure
         continues unremedied for one Business Day following the date on which
         such deposit or remittance, as the case may be, was first required to
         be made; or

                  (iii) any failure by the Master Servicer to remit to the
         Certificate Administrator 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 or, on any Master Servicer Remittance Date, the full
         amount of the Master Servicer Remittance Amount required to be remitted
         on such date, which failure continues unremedied until 11:00 a.m. (New
         York City time) on the relevant Distribution Date; or

                  (iv) 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 three Business Days following
         the date on which notice shall have been given to the Master Servicer
         by the Trustee as provided in Section 3.11(f); or

                  (v) any failure by the Special Servicer to timely make (or
         request the Master Servicer to make) any Servicing Advance required to
         be made by it hereunder, which Servicing Advance remains unmade for a
         period of three Business Days following the date on which notice has
         been given to the Special Servicer by the Trustee as provided in
         Section 3.11(f); or

                  (vi) any failure on the part of the Master Servicer or the
         Special Servicer duly to observe or perform in any material respect any
         other of the covenants or agreements on the part of the Master Servicer
         or the Special Servicer, as the case may be, contained in this
         Agreement, which failure continues unremedied for a period of 60 days
         after the date on which written notice of such failure, requiring the
         same to be remedied, shall have been given to the Master Servicer or
         the Special Servicer, as the case may be, by any other party hereto or
         to the Master Servicer or the Special Servicer, as the case may be,
         (with a copy to each other party hereto) by the Holders of Certificates
         entitled to at least 25% of the Voting Rights, provided, however, that
         with respect to any such breach which is not curable within

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<PAGE>   185
         such 30-day period, the Master Servicer or the Special Servicer, as the
         case may be, shall have an additional cure period of 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

                  (vii) 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 60 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; or

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

                  (ix) 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,
         marshalling of assets and liabilities or similar proceedings of or
         relating to it or of or relating to all or substantially all of its
         property; or

                  (x) 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

                  (xi) the Trustee shall have received written notice from
         Moody's that the continuation of the Master Servicer or the Special
         Servicer in such capacity would result or has resulted in a
         qualification, downgrade or withdrawal of any rating assigned thereby
         to any Class of Certificates; or

                  (xii) the Master Servicer or the Special Servicer is removed
         from S&P's approved master servicer list or special servicer list, as
         the case may be, and the ratings of any of the Certificates by S&P are
         downgraded, qualified or withdrawn, or placed on "negative credit
         watch", in connection with such removal.


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                  When a single entity acts as Master Servicer and Special
Servicer, or in any two of the foregoing capacities, an Event of Default (other
than an event described in clauses (xi) and (xii) above) in one capacity shall
constitute an Event of Default in both such capacities.

                  (b) If any Event of Default with respect to the Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") shall occur and be continuing, then, and in
each and every such case, so long as the Event of Default shall not have been
remedied, the Depositor and Trustee each may, and at the written direction of
the Holders of Certificates entitled to a majority of the Voting Rights, the
Trustee shall (subject to applicable bankruptcy or insolvency law in the case of
clauses (viii) through (x) of Section 7.01(a)), terminate, by notice in writing
to the Defaulting Party (with a copy of such notice to each other party hereto),
all of the rights and obligations (accruing from and after such notice) of the
Defaulting Party under this Agreement and in and to the Trust Fund (other than
as a Holder of any Certificate). From and after the receipt by the Defaulting
Party of such written notice, all authority and power of the Defaulting Party
under this Agreement, whether with respect to the Certificates (other than as a
Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and
be vested in the Trustee pursuant to and under this Section, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. Each of the Master Servicer and the Special Servicer agrees 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 or its designee with all documents and records
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 otherwise
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 the transfer within two Business Days to the Trustee or its
designee for administration by it of all cash amounts that at the time are or
should have been credited by the Master Servicer to the Collection Account, the
Distribution Account or any Servicing Account or Reserve Account held by it (if
it is the Defaulting Party) or by the Special Servicer to the REO Account, the
Collection Account or any Servicing Account or Reserve Account held by it (if it
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 obligated to pay and entitled to receive
all amounts accrued or owing by or to it under this Agreement on or prior to the
date of such termination, whether in respect of Advances or otherwise, and it
and its directors, officers, employees and agents shall continue to be entitled
to the benefits of Section 6.03 notwithstanding any such termination). Any costs
or expenses (including those of any other party hereto) incurred in connection
with any actions to be taken by the Master Servicer or Special Servicer pursuant
to this paragraph shall be borne by the Master Servicer or Special Servicer, as
the case may be (and, in the case of the Trustee's costs and expenses, if not
paid within a reasonable time, shall be borne by the Trust out of the Collection
Account).

                  (c) In the event that the Master Servicer remits to the
Certificate Administrator for deposit into the Distribution Account, on or after
any Distribution Date, the full or any partial

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<PAGE>   187
amount of P&I Advances required to be made in respect of such Distribution Date,
or the full or any partial amount of the Master Servicer Remittance Amount
required to be remitted for distribution on such Distribution Date, then the
Master Servicer shall in addition remit to the Certificate Administrator
interest on the late remittance at the Prime Rate from and including the
applicable P&I Advance Date or Master Servicer Remittance Date, as the case may
be, to but not including the date on which the late remittance is received.

                  SECTION 7.02. Trustee to Act; Appointment of Successor.

                  On and after the time the Master Servicer or the Special
Servicer resigns pursuant to the first paragraph of Section 6.04 or receives a
notice of termination pursuant to Section 7.01, the Trustee shall, subject to
Section 6.06, 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 be
subject to all the responsibilities, duties and liabilities relating thereto and
arising thereafter placed on the Master Servicer or the Special Servicer, as the
case may be, by the terms and provisions hereof, including, if the Master
Servicer is the resigning or terminated party, the Master Servicer's obligation
to make P&I Advances; provided, however, 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 cooperate or to provide information or monies as
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. Neither the Trustee nor any other successor shall be liable for any
of the representations and warranties of the resigning or terminated party or
for any losses incurred by the resigning or terminated party pursuant to Section
3.06 hereunder nor shall the Trustee nor any other successor be required to
purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee
shall be entitled to all fees and other compensation (exclusive, if applicable,
of the Excess Servicing Fees) which the resigning or terminated party would have
been entitled to for future services rendered if the resigning or terminated
party had continued to act hereunder. Notwithstanding the above, if it is
unwilling to so act, the Trustee may (and, if it is unable to so act, or if the
Trustee is not approved as an acceptable master servicer or special servicer, as
the case may be, by each Rating Agency, or if the Holders of Certificates
entitled to a majority of all the Voting Rights so request in writing), the
Trustee shall, subject to Section 6.06 (if applicable), promptly appoint, or
petition a court of competent jurisdiction to appoint, any established and
qualified institution with a net worth of at least $10 million as the successor
to the Master Servicer or the Special Servicer, as the case may be, hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer or the Special Servicer, as the case may be, hereunder;
provided, however, that such appointment does not result in an Adverse Rating
Event with respect to any Class of Rated Certificates (as confirmed in writing
to the Trustee by each Rating Agency). No appointment of a successor to the
Master Servicer or the Special Servicer hereunder shall be effective until the
assumption by such successor of all its responsibilities, duties and liabilities
hereunder, and pending such appointment and assumption, the Trustee shall act in
such capacity as hereinabove provided. In connection with any such appointment
and assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on the Mortgage Loans or otherwise as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. The
Depositor, the Trustee, such successor and each other party hereto shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession.


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<PAGE>   188
                  If the Trustee or an Affiliate acts pursuant to this Section
7.02 as successor to the Master Servicer, it may reduce the Excess Servicing Fee
Rate to the extent that its or such Affiliate's compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the
Trustee elects to appoint a successor to the Master Servicer other than itself
or an Affiliate pursuant to this Section 7.02, it may reduce the Excess
Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of
the Trustee) for the Trustee to appoint a qualified successor Master Servicer
that meets the requirements of this Section 7.02.

                  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 6.02, 6.04 or 7.02
or the effectiveness of any designation of a new Special Servicer pursuant to
Section 6.06, 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 actual knowledge of the occurrence of
such an event, the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

                  SECTION 7.04. Waiver of Events of Default.

                  The Holders of Certificates representing at least 66-2/3% of
the Voting Rights allocated to each Class of Certificates affected by any Event
of Default hereunder may waive such Event of Default; provided, that an Event of
Default under clause (i), clause (ii), clause (iii), clause (xi) or clause (xii)
of Section 7.01(a) may be waived only by all of the Certificateholders; and
provided, further, that if the Trustee or the Certificate Administrator was
required to expend any monies in connection with any Event of Default, then such
Event of Default may not be waived unless and until those monies have been
reimbursed to the Trustee or the Certificate Administrator, as applicable, with
interest, by the Defaulting Party. 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 the same Voting Rights with
respect to the matters described above as they would if registered in the name
of any other Person.

                  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 (exercisable subject
to Section 8.01(a)), 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

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<PAGE>   189
and remedies and to protect the interests, and enforce the rights and
remedies, of the Certificateholders (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs
of claim and debt in connection therewith). Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative and
in addition to any other remedy, and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a
waiver of any Event of Default.


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                                  ARTICLE VIII

          THE TRUSTEE, CERTIFICATE ADMINISTRATOR AND TAX ADMINISTRATOR


                  SECTION 8.01. Duties of Trustee, the Certificate Administrator
                                and the Tax Administrator.

                  (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 person 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. The Certificate Administrator
and the Tax Administrator shall be liable in accordance herewith only to the
extent of the respective obligations specifically imposed upon and undertaken by
the Certificate Administrator and the Tax Administrator.

                  (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, the Certificate Administrator or the Tax Administrator, as applicable,
which are specifically required to be furnished pursuant to any provision of
this Agreement (other than the Mortgage Files, the review of which is
specifically governed by the terms of Article II), the Trustee, the Certificate
Administrator or the Tax Administrator, as applicable, shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee, the Certificate Administrator or the Tax
Administrator, as applicable, shall take such action as it deems appropriate to
have the instrument corrected. The Trustee, the Certificate Administrator or the
Tax Administrator, as applicable, shall not be responsible or liable for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer, the Special Servicer, any actual or prospective Certificateholder or
Certificate Owner or either Rating Agency, and accepted by the Trustee, the
Certificate Administrator or the Tax Administrator in good faith, pursuant to
this Agreement.

                  (c) No provision of this Agreement shall be construed to
relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct; provided, however, that:

                  (i) Prior to the occurrence of an Event of Default, and after
         the curing or waiver of all 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.

                  (ii) In the absence of bad faith on the part of the Trustee,
         the Certificate Administrator or the Tax Administrator, the Trustee,
         the Certificate Administrator or the


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<PAGE>   191

         Tax Administrator, as applicable, 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,
         the Certificate Administrator or the Tax Administrator, as applicable,
         and conforming to the requirements of this Agreement.

                  (iii) The Trustee shall not be 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.

                  (iv) The Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by the Trustee, in good
         faith in accordance with the direction of Holders of Certificates
         entitled to at least 25% (or, as to any particular matter, any higher
         percentage as may be specifically provided for hereunder) of the Voting
         Rights relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee, under this Agreement.

                  (v) The Trustee shall not be required to take action with
         respect to, or be deemed to have notice or knowledge of, any default or
         Event of Default or the Master Servicer's failure to deliver any
         monies, including P&I Advances, or to provide any report, certificate
         or statement, to the Trustee, the Certificate Administrator or the Tax
         Administrator, as applicable, when required pursuant to this Agreement)
         unless a Responsible Officer of the Trustee shall have received written
         notice or otherwise have actual knowledge thereof. Otherwise, the
         Trustee may conclusively assume that there is no such default or Event
         of Default.

                  (vi) Subject to the other provisions of this Agreement, and
         without limiting the generality of this Section 8.01, none of the
         Trustee, the Certificate Administrator or the Tax Administrator shall
         have any duty, except, in the case of the Trustee, as expressly
         provided in Section 2.01(c) or Section 2.01(e) or in its capacity as
         successor Master Servicer or successor Special Servicer, (A) to cause
         any recording, filing, or depositing of this Agreement or any agreement
         referred to herein or any financing statement or continuation statement
         evidencing a security interest, or to cause the maintenance of any such
         recording or filing or depositing or to any rerecording, refiling or
         redepositing of any thereof, (B) to cause the maintenance of any
         insurance, (C) to confirm or verify the truth, accuracy or contents of
         any reports or certificates of the Master Servicer, the Special
         Servicer, any actual or prospective or any Certificateholder or
         Certificate Owner or either Rating Agency, delivered to the Trustee,
         the Certificate Administrator or the Tax Administrator pursuant to this
         Agreement reasonably believed by the Trustee, the Certificate
         Administrator or the Tax Administrator, as applicable, to be genuine
         and without error and to have been signed or presented by the proper
         party or parties, (D) subject to Section 10.01(f), to see to the
         payment or discharge of any tax levied against any part of the Trust
         Fund other than from funds available in the Collection Account or the
         Distribution Account, and (E) to see to the payment of any assessment
         or other governmental charge or any lien or encumbrance of any kind
         owing with respect to, assessed or levied against, any part of the
         Trust Fund other than from funds available in the Collection Account or
         Distribution Account (provided that such assessment, charge, lien or
         encumbrance did not arise out of the Trustee's, the Certificate


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         Administrator's or the Tax Administrator's, as applicable, willful
         misfeasance, bad faith or negligence).

                  (vii) For as long as the Person that serves as the Trustee,
         the Certificate Administrator or the Tax Administrator hereunder also
         serves as Custodian and/or Certificate Registrar, the protections,
         immunities and indemnities afforded to that Person in its capacity as
         Trustee, Certificate Administrator or Tax Administrator, as applicable,
         hereunder shall also be afforded to such Person in its capacity as
         Custodian and/or Certificate Registrar, as the case may be.

                  (viii) If the same Person is acting in two or more of the
         following capacities - Trustee, Certificate Administrator, Tax
         Administrator, Custodian or Certificate Registrar, then any notices
         required to be given by such Person in one such capacity shall be
         deemed to have been timely given to itself in any other such capacity.

                  SECTION 8.02. Certain Matters Affecting the Trustee, the
                                Certificate Administrator and the Tax
                                Administrator.

                  Except as otherwise provided in Section 8.01:

                  (i) the Trustee, the Certificate Administrator and the Tax
         Administrator, may each 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 without error and to have been signed or presented by
         the proper party or parties;

                  (ii) the Trustee, the Certificate Administrator and the Tax
         Administrator may each consult with counsel and any written advice or
         opinion of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken or
         suffered or omitted by it hereunder in good faith and in accordance
         therewith;

                  (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 to institute, conduct or
         defend any litigation hereunder or in relation hereto at the request,
         order or direction of any of the Certificateholders, unless such
         Certificateholders shall have provided to the Trustee reasonable
         security or indemnity against the costs, expenses and liabilities which
         may be incurred therein or thereby satisfactory to the Trustee, in its
         reasonable discretion; none of the Trustee, the Certificate
         Administrator or the Tax Administrator shall be required to expend or
         risk its own funds (except to pay expenses that could reasonably be
         expected to be incurred in connection with the performance of its
         normal duties) 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 waived or cured, to exercise such of the rights and powers vested
         in it by this


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         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) none of the Trustee, any Fiscal Agent appointed thereby,
         the Certificate Administrator or the Tax Administrator shall be
         personally liable for any action reasonably taken, suffered or omitted
         by it in good faith and believed by it to be authorized or within the
         discretion or rights or powers conferred upon it by this Agreement;

                  (v) prior to the occurrence of an Event of Default and after
         the waiver or 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
         an indemnity satisfactory to the Trustee, in its reasonable discretion,
         against such expense or liability as a condition to taking any such
         action;

                  (vi) except as contemplated by Section 8.06 and, with respect
         to the Trustee alone, Section 8.14, none of the Trustee, the
         Certificate Administrator or the Tax Administrator shall be required to
         give any bond or surety in respect of the execution of the trusts
         created hereby or the powers granted hereunder;

                  (vii) the Trustee may execute any of the trusts or powers
         vested in it by this Agreement, the Certificate Administrator and the
         Tax Administrator may each perform any of their respective duties
         hereunder, either directly or by or through agents or
         attorneys-in-fact, provided that the use of agents or attorneys-in-fact
         shall not be deemed to relieve the Trustee, the Certificate
         Administrator or the Tax Administrator, as applicable, of any of its
         duties and obligations hereunder (except as expressly set forth
         herein);

                  (viii) none of the Trustee, any Fiscal Agent appointed
         thereby, the Certificate Administrator or the Tax Administrator shall
         be responsible for any act or omission of the Master Servicer or the
         Special Servicer (unless, in the case of the Trustee, it is acting as
         Master Servicer or Special Servicer, as the case may be) or of the
         Depositor.

                  (ix) 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 or record ownership of Certificates in the Certificate
         Register and to examine the same to determine substantial compliance
         with the express requirements of this Agreement; and the Trustee and
         the 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


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<PAGE>   194

         violation of applicable restrictions except for its failure to perform
         its express duties in connection with changes in registration or record
         ownership in the Certificate Register.

                  SECTION 8.03. Trustee, the Fiscal Agent, the Certificate
                                Administrator and the Tax Administrator 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, and the representations and warranties of,
the Trustee, any Fiscal Agent, the Certificate Administrator and/or the Tax
Administrator in Article II, and the signature of the Certificate Registrar set
forth on each outstanding Certificate) shall not be taken as the statements of
the Trustee, any Fiscal Agent, the Certificate Administrator or the Tax
Administrator, and none of the Trustee, any Fiscal Agent, the Certificate
Administrator or the Tax Administrator assumes any responsibility for their
correctness. None of the Trustee, any Fiscal Agent, the Certificate
Administrator or the Tax Administrator makes any representation as to the
validity or sufficiency of this Agreement (except as regards the enforceability
of this Agreement against it) or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Mortgage Loan or related
document. None of the Trustee, any Fiscal Agent, the Certificate Administrator
or the Tax Administrator shall be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust, or any funds
deposited in or withdrawn from the Collection Account or any other account by or
on behalf of the Depositor, the Master Servicer or the Special Servicer (unless,
in the case of the Trustee, it is acting in such capacity). None of the Trustee,
any Fiscal Agent, the Certificate Administrator or the Tax Administrator shall
be responsible for the legality or validity of this Agreement (other than
insofar as it relates to the obligations of the Trustee, such Fiscal Agent, the
Certificate Administrator or the Tax Administrator, as the case may be,
hereunder) or the validity, priority, perfection or sufficiency of any security,
lien or security interest granted to it hereunder or the filing of any financing
statements or continuation statements, except to the extent set forth in Section
2.01(c) and Section 2.01(e) or to the extent the Trustee is acting as Master
Servicer or Special Servicer and the Master Servicer or Special Servicer, as the
case may be, would be so responsible hereunder. None of the Trustee, the
Certificate Administrator or the Tax Administrator shall be required to record
this Agreement.

                  SECTION 8.04. Trustee, Fiscal Agent, Certificate Administrator
                                and Tax Administrator May Own Certificates.

                  The Trustee (in its individual or any other capacity), any
Fiscal Agent, the Certificate Administrator or the Tax Administrator or any of
their respective Affiliates may become the owner or pledgee of Certificates with
(except as otherwise provided in the definition of "Certificateholder") the same
rights it would have if it were not the Trustee, such Fiscal Agent, the
Certificate Administrator or the Tax Administrator or one of their Affiliates,
as the case may be.


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                  SECTION 8.05. Fees and Expenses of Trustee, the Certificate
                                Administrator and the Tax Administrator;
                                Indemnification of and by Trustee, the
                                Certificate Administrator, the Tax Administrator
                                and Fiscal Agent.

                  (a) On each Distribution Date, the Certificate Administrator
shall withdraw from the Distribution Account, out of general collections on the
Mortgage Loans and REO Properties on deposit therein, prior to any distributions
to be made therefrom to Certificateholders on such date, and pay to the Trustee
all Trustee's Fees, and to itself all Certificate Administrator's Fees, in each
case earned in respect of the Mortgage Loans and any REO Mortgage Loans through
the end of the then most recently ended calendar month as compensation for all
services rendered by the Trustee and the Certificate Administrator,
respectively, hereunder. As to each Mortgage Loan and REO Mortgage Loan, the
Trustee's Fee and the Certificate Administrator's Fee shall accrue during each
calendar month, commencing with December 2000, at the Trustee's Fee Rate and the
Certificate Administrator's Fee Rate, respectively, on a principal amount equal
to the Stated Principal Balance of such Mortgage Loan or REO Mortgage Loan, as
the case may be, immediately following the Distribution Date in such calendar
month (or, in the case of December 2000, on a principal amount equal to the
Cut-off Date Principal Balance of the particular Mortgage Loan). With respect to
each Mortgage Loan and REO Mortgage Loan, the Trustee's Fee shall be calculated
on the same Interest Accrual Basis as is applicable to the accrual or deemed
accrual of interest on such Mortgage Loan or REO Mortgage Loan, as the case may
be. The Trustee's Fees (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and the Certificate
Administrator's Fees shall constitute the sole compensation of the Trustee and
the Certificate Administrator, respectively, for such services to be rendered by
it. The Certificate Administrator shall be responsible for the fees of the Tax
Administrator.

                  (b) The Trustee, the Certificate Administrator and the Tax
Administrator and any of their respective directors, officers, employees or
agents are entitled to be indemnified and held harmless out of Trust Fund for
and against any loss, liability, claim or expense (including 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 Certificates, the Mortgage Loans (unless, in the case of the
Trustee, it incurs any such expense or liability in the capacity of successor
Master Servicer or Special Servicer, in which case such expense or liability
will be reimbursable thereto in the same manner as it would be for any other
Master Servicer or Special Servicer, as the case may be) or any act or omission
of the Trustee, the Certificate Administrator or the Tax Administrator relating
to the exercise and performance of any of the rights and duties of the Trustee,
the Certificate Administrator or the Tax Administrator hereunder; provided,
however, that none of the Trustee, the Certificate Administrator, the Tax
Administrator or any of the other above specified Persons shall be entitled to
indemnification pursuant to this Section 8.05(b) for (1) allocable overhead,
such as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
(2) any cost or expense that could reasonably be expected to be incurred by the
Trustee, the Certificate Administrator or the Tax Administrator in connection
with the performance of its normal duties, (3) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof or (4)
any loss, liability, claim or expense incurred by reason of any breach on the
part of the Trustee, the Certificate Administrator or the Tax Administrator of
any of their respective representations, warranties or covenants contained
herein or any willful misfeasance, bad faith or


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negligence in the performance of, or reckless disregard of, the Trustee's, the
Certificate Administrator's or the Tax Administrator's obligations and duties
hereunder.

                  (c) Each of the Master Servicer and the Special Servicer shall
indemnify the Trustee, the Certificate Administrator, the Tax Administrator and
any Fiscal Agent for and hold each of them harmless against any loss, liability,
claim or expense that is a result of the Master Servicer's or the Special
Servicer's, as the case may be, negligent acts or omissions in connection with
this Agreement, including the negligent use by the Master Servicer or the
Special Servicer, as the case may be, of any powers of attorney delivered to it
by the Trustee pursuant to the provisions hereof and the Mortgage Loans serviced
by the Master Servicer or the Special Servicer, as the case may be; provided,
however, that, if the Trustee, the Certificate Administrator or the Tax
Administrator has been reimbursed for such loss, liability, claim or expense
pursuant to Section 8.05(b), or any Fiscal Agent has been reimbursed for such
loss, liability, claim or expense pursuant to Section 8.13, then the indemnity
in favor of such Person provided for in this Section 8.05(c) with respect to
such loss, liability, claim or expense shall be for the benefit of the Trust.

                  (d) Each of the Trustee, the Certificate Administrator, the
Tax Administrator and any Fiscal Agent shall indemnify the Master Servicer and
the Special Servicer for and hold each of them harmless against any loss,
liability, claim or expense that is a result of the Trustee's, the Certificate
Administrator's, the Tax Administrator's or such Fiscal Agent's, as the case may
be, negligent acts or omissions in connection with this Agreement; provided,
however, that if the Master Servicer or the Special Servicer has been reimbursed
for such loss, liability, claim or expense pursuant to Section 6.03, then the
indemnity in favor of such Person provided for in this Section 8.05(d) with
respect to such loss, liability, claim or expense shall be for the benefit of
the Trust.

                  (e) This Section 8.05 shall survive the termination of this
Agreement or the resignation or removal of the Trustee, the Certificate
Administrator, the Tax Administrator, any Fiscal Agent, the Master Servicer or
the Special Servicer as regards rights and obligations prior to such
termination, resignation or removal.

                  SECTION 8.06. Eligibility Requirements for Trustee,
                                Certificate Administrator and Tax Administrator.

                  The Trustee, the Certificate Administrator and the Tax
Administrator hereunder each shall at all times be a corporation, bank, trust
company or association that: (i) is organized and doing business under the laws
of the United States of America or any State thereof or the District of Columbia
and, in the case of the Trustee, authorized under such laws to exercise trust
powers; (ii) has a combined capital and surplus of at least $50,000,000; and
(iii) is subject to supervision or examination by federal or state authority. If
such corporation, bank, trust company or association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation, bank, trust
company or association shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In addition: (i)
the Trustee shall at all times meet the requirements of Section 26(a)(1) of the
Investment Company Act; and (ii) neither the Certificate Administrator nor the
Tax Administrator may have any affiliations or act in any other capacity with
respect to the transactions contemplated


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hereby that would cause the Underwriter Exemption to be unavailable with respect
to any Class of Certificates that it would otherwise be available in respect of.
Furthermore, the Trustee, the Certificate Administrator and the Tax
Administrator shall at all times maintain a long-term unsecured debt rating of
no less than "Aa3" from Moody's and "AA-" from S&P (or, in the case of either
Rating Agency, such lower rating as will not result in an Adverse Rating Event
with respect to any Class of Rated Certificates (as confirmed in writing to the
Trustee, the Certificate Administrator, the Tax Administrator and the Depositor
by such Rating Agency)); provided that the Trustee shall not cease to be
eligible to serve as such based on a failure to satisfy such rating requirements
so long as either: (i) the Trustee maintains a long-term unsecured debt rating
of no less than "Baa2" from Moody's and "BBB" from S&P (or, in the case of
either Rating Agency, such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Rated Certificates (as confirmed in writing
to the Trustee and the Depositor by such Rating Agency)) and a Fiscal Agent
meeting the requirements of Section 8.13 has been appointed by the Trustee and
is then currently serving in such capacity; or (ii) the Trustee maintains a
long-term unsecured debt rating of no less than "A1" from Moody's and "A" from
S&P (or, in the case of either Rating Agency, such lower rating as will not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates (as confirmed in writing to the Trustee and the Depositor by such
Rating Agency)) and an Advance Security Arrangement meeting the requirements of
Section 8.14 has been established by the Trustee and is then currently being
maintained. In case at any time the Trustee, the Certificate Administrator or
the Tax Administrator shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee, the Certificate Administrator or
the Tax Administrator, as applicable, shall resign immediately in the manner and
with the effect specified in Section 8.07. The corporation, bank, trust company
or association serving as Trustee may have normal banking and trust
relationships with the Depositor, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer and their respective Affiliates; provided,
however, that none of (i) the Depositor, (ii) any Person involved in the
organization or operation of the Depositor or the Trust, (iii) any Mortgage Loan
Seller or (iv) any Affiliate of any of them, may be the Trustee hereunder.

                  SECTION 8.07. Resignation and Removal of Trustee, Certificate
                                Administrator and Tax Administrator.

                  (a) The Trustee, the Certificate Administrator and the Tax
Administrator each may at any time resign and be discharged from their
respective obligations created hereunder by giving written notice thereof to the
other such parties, the Depositor, the Master Servicer, the Special Servicer and
all the Certificateholders. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee, certificate administrator
or tax administrator, as the case may be, meeting the eligibility requirements
of Section 8.06 by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee, Certificate Administrator or Tax
Administrator, as the case may be, and to the successor trustee, certificate
administrator or tax administrator, as the case may be. A copy of such
instrument shall be delivered to other parties hereto and to the
Certificateholders by the Depositor. If no successor trustee, certificate
administrator or tax administrator, as the case may be, shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee, Certificate Administrator or Tax
Administrator, as the case may be, 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, the Certificate Administrator
or the Tax Administrator 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,
the Certificate Administrator or the Tax Administrator shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee, the Certificate Administrator or the Tax Administrator or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee, the Certificate Administrator or the Tax Administrator or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee's, Certificate Administrator's or Tax
Administrator's continuing to act in such capacity would (as confirmed in
writing to the Depositor by either Rating Agency) result in an Adverse Rating
Event with respect to any Class of Rated Certificates), then the Depositor may
remove the Trustee, the Certificate Administrator or the Tax Administrator, as
the case may be, and appoint a successor trustee, certificate administrator or
tax administrator, as the case may be, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee, the Certificate
Administrator or the Tax Administrator, as the case may be, so removed and to
the successor trustee, certificate administrator or tax administrator, as the
case may be. A copy of such instrument shall be delivered to the other parties
hereto and to 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, Certificate Administrator
or Tax Administrator and appoint a successor trustee, certificate administrator
or tax administrator, as the case may be, 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
Depositor, one complete set to the Trustee, Certificate Administrator or Tax
Administrator, as the case may be, so removed, and one complete set to the
successor so appointed. All expenses incurred by the Trustee in connection with
its transfer of the Mortgages Files to a successor trustee following the removal
of the Trustee without cause pursuant to this Section 8.07(c), shall be
reimbursed to the removed Trustee within 30 days of demand therefor, such
reimbursement to be made by the Certificateholders that terminated the Trustee.
A copy of such instrument shall be delivered to the other parties hereto and to
the remaining Certificateholders by the successor so appointed.

                  (d) The Trustee may terminate the Certificate Administrator or
the Tax Administrator if it believes such action to be in the best interests of
the Certificateholders.

                  (e) Any resignation or removal of the Trustee, the Certificate
Administrator or the Tax Administrator and appointment of a successor trustee,
certificate administrator or tax administrator, as the case may be, pursuant to
any of the provisions of this Section 8.07 shall not become effective until (i)
acceptance of appointment by the successor trustee, certificate administrator or
tax administrator, as the case may be, as provided in Section 8.08 and (ii) if
none of the successor trustee, certificate administrator or tax administrator,
as the case may be, has a long-term unsecured debt rating of at least "Aa3" from
Moody's and "AA" from S&P, the Trustee and the Depositor have received written
confirmation from each Rating Agency that has not so assigned such a rating, to
the effect that the appointment of such successor trustee, certificate
administrator or tax administrator, as the case may be, shall not result in an
Adverse Rating Event with respect to any Class of Rated Certificates.


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                  SECTION 8.08. Successor Trustee, Certificate Administrator and
                                Tax Administrator.

                  (a) Any successor trustee, certificate administrator or tax
administrator appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and its
predecessor trustee, certificate administrator or tax administrator, as the case
may be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee, certificate administrator or
tax administrator, as the case may be, shall become effective and such successor
trustee, certificate administrator or tax administrator, as the case may be,
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, certificate administrator or
tax administrator herein. If the Trustee is being replaced, 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 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, certificate administrator or tax
administrator shall accept appointment as provided in this Section 8.08 unless
at the time of such acceptance such successor trustee, certificate administrator
or tax administrator, as the case may be, shall be eligible under the provisions
of Section 8.06.

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

                  SECTION 8.09. Merger or Consolidation of Trustee, Certificate
                                Administrator or Tax Administrator.

                  Any entity into which the Trustee, Certificate Administrator
or Tax Administrator 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, Certificate Administrator or Tax
Administrator shall be a party, or any entity succeeding to the corporate trust
business of the Trustee, Certificate Administrator or Tax Administrator, shall
be the successor of the Trustee, Certificate Administrator or Tax Administrator,
as the case may be, hereunder, provided such entity shall be eligible under the
provisions of Section 8.06, 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.


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                  SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

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

                  (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 when acting as Master Servicer, Special Servicer, Certificate
Administrator or Tax Administrator hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.

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

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


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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 own expense one or
more Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee; provided that the Trustee shall inform the other parties hereto of such
appointment. 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, shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan
Seller, and shall have in place a fidelity bond and errors and omissions policy,
each in such form and amount as is customarily required of custodians acting on
behalf of Freddie Mac or Fannie Mae. Each Custodian shall be subject to the same
obligations, standard of care, protection and indemnities as would be imposed
on, or would protect, the Trustee hereunder in connection with the retention of
Mortgage Files directly by the Trustee, and the provisions of Sections 8.01,
8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the
Custodian to the same extent as such Sections apply to the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible for all acts
and omissions of any Custodian.

                  SECTION 8.12. Access to Certain Information.

                  (a) The Trustee and the Certificate Administrator shall each
afford to the Depositor, the Underwriters, the Master Servicer, the Special
Servicer, the Controlling Class Representative and each Rating Agency and to the
OTS, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder or Certificate Owner, access to
any documentation regarding the Mortgage Loans or the other assets of the Trust
Fund that are in its possession or within its control. 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 or the Certificate
Administrator, as the case may be, designated by it.

                  (b) Certificate Administrator (or, in the case of the items
referenced in clause (ix) below, the Trustee) shall maintain at its offices or
the offices of a Custodian and, upon reasonable prior written request and during
normal business hours, shall make available, or cause to be made available, for
review by the Depositor, the Rating Agencies, the Controlling Class
Representative and, subject to the succeeding paragraph, any Certificateholder,
Certificate Owner or Person identified to the Certificate Administrator (or, in
the case of the items referenced in clause (ix) below, the Trustee) as a
prospective Transferee of a Certificate or an interest therein, originals and/or
copies of the following items (to the extent such items were prepared by or
delivered to the Certificate Administrator (or, in the case of the items
referenced in clause (ix) below, the Trustee)): (i) the Prospectus, the
Memorandum and any other disclosure document relating to the Certificates, in
the form most recently provided to the Certificate Administrator by the
Depositor or by any Person designated by the Depositor; (ii) this Agreement,
each Sub-Servicing Agreement delivered to the Certificate Administrator since
the Closing Date and any amendments and exhibits hereto or thereto; (iii) all
Distribution Date Statements and any files and reports comprising the CMSA
Investor Reporting Package actually delivered or otherwise made available to
Certificateholders


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<PAGE>   202

pursuant to Section 4.02(a) since the Closing Date; (iv) all Annual Performance
Certifications delivered by the Master Servicer and the Special Servicer,
respectively, to the Certificate Administrator since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by the Master Servicer and
the Special Servicer, respectively, to the Certificate Administrator since the
Closing Date; (vi) the most recent inspection report prepared by the Master
Servicer or the Special Servicer and delivered to the Certificate Administrator
in respect of each Mortgaged Property pursuant to Section 3.12(a); (vii) any and
all notices and reports delivered to the Certificate Administrator with respect
to any Mortgaged Property as to which the environmental testing contemplated by
Section 3.09(c) revealed that neither of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof was satisfied; (viii) all files and
reports comprising the CMSA Investor Reporting Package delivered to the
Certificate Administrator since the Closing Date pursuant to Section 4.02(b);
(ix) each of the Mortgage Files, including any and all modifications, waivers
and amendments of the terms of a Mortgage Loan entered into or consented to by
the Special Servicer and delivered to the Trustee or any Custodian pursuant to
Section 3.20; (x) any and all Officer's Certificates and other evidence
delivered to or by the Trustee to support its, the Master Servicer's, the
Special Servicer's or any Fiscal Agent's, as the case may be, determination that
any Advance was (or, if made, would be) a Nonrecoverable Advance; and (xi) any
other information that may be necessary to satisfy the requirements of
subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate
Administrator (or, in the case of the items referenced in clause (ix) of the
prior sentence, the Trustee) shall provide, or cause to be provided, copies of
any and all of the foregoing items upon request of any of the parties set forth
in the previous sentence; however, except in the case of the Rating Agencies,
the Certificate Administrator (or, in the case of the items referenced in clause
(ix) of the prior sentence, the Trustee) or any Custodian shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing such copies.

                  In connection with providing, or causing to be provided,
access to or copies of the items described in the preceding paragraph pursuant
to this Section 8.12(b), the Certificate Administrator or the Trustee, as the
case may be, shall require: (a) in the case of Certificate Owners, a written
confirmation executed by the requesting Person substantially in the form of
Exhibit L-1 hereto (or such other form as may be reasonably acceptable to the
Certificate Administrator or the Trustee, as the case may be) generally to the
effect 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
its auditors, legal counsel and regulators and 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 L-2 hereto (or such other form as may be
reasonably acceptable to the Certificate Administrator or the Trustee, as the
case may be) 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 any such
information obtained by it to its auditors, legal counsel and regulators and to
any other Person that holds or is contemplating the purchase of


                                      195
<PAGE>   203

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 need keep confidential any information received from the
Certificate Administrator or the Trustee, as the case may be, pursuant to this
Section 8.12(b) that has previously been filed with the Commission, and the
Certificate Administrator or the Trustee, as the case may be, shall not require
either of the certifications contemplated by the second preceding sentence in
connection with providing any information pursuant to this Section 8.12(b) that
has previously been filed with the Commission.

                  (c) None of the Trustee or the Certificate Administrator shall
be liable for providing or disseminating information in accordance with the
terms of this Agreement.

                  SECTION 8.13. Appointment of Fiscal Agent.

                  (a) Insofar as the Trustee would not otherwise satisfy the
rating requirements of Section 8.06, the Trustee may appoint, at the Trustee's
own expense, a Fiscal Agent for purposes of making Advances hereunder that are
otherwise required to be made by the Trustee. Any Fiscal Agent shall at all
times maintain a long-term unsecured debt rating of no less than "Aa3" from
Moody's and "AA" from S&P (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event with respect to any Class
of Rated Certificates (as confirmed in writing to the Trustee and the Depositor
by such Rating Agency)). Any Person so appointed by the Trustee pursuant to this
Section 8.13(a) shall become the Fiscal Agent on the date as of which the
Trustee and the Depositor have received: (i) if the long-term unsecured debt of
the designated Person is not rated as least "Aa3" from Moody's and "AA" from
S&P, written confirmation from each Rating Agency that the appointment of such
designated Person will not result in an Adverse Rating Event with respect to any
Class of Rated Certificates; (ii) a written agreement whereby the designated
Person is appointed as, and agrees to assume and perform the duties of, Fiscal
Agent hereunder, executed by such designated Person and the Trustee (such
agreement, the "Fiscal Agent Agreement"); and (iii) an Opinion of Counsel (which
shall be paid for by the designated Person or the Trustee) substantially to the
effect that (A) the appointment of the designated Person to serve as Fiscal
Agent is in compliance with this Section 8.13, (B) the designated Person is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (C) the related Fiscal Agent Agreement has
been duly authorized, executed and delivered by the designated Person and (D)
upon execution and delivery of the related Fiscal Agent Agreement, the
designated Person shall be bound by the terms of this Agreement and, subject to
customary bankruptcy and insolvency exceptions and customary equity exceptions,
that this Agreement shall be enforceable against the designated Person in
accordance with its terms. Any Person that acts as Fiscal Agent shall, for so
long as it so acts, be deemed a party to this Agreement for all purposes hereof.
Pursuant to the related Fiscal Agent Agreement, each Fiscal Agent, if any, shall
make representations and warranties with respect to itself that are comparable
to those made by the Trustee pursuant to Section 2.07. Notwithstanding anything
contained in this Agreement to the contrary, any Fiscal Agent shall be entitled
to all limitations on liability, rights of reimbursement and indemnities to
which the Trustee is entitled hereunder (including pursuant to Sections 8.05(b)
and 8.05(c)) as if it were the Trustee.


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                  (b) To the extent that the Trustee is required, pursuant to
the terms of this Agreement, to make any Advance, whether as successor Master
Servicer or otherwise, and has failed to do so in accordance with the terms
hereof, the Fiscal Agent (if any) shall make such Advance when and as required
by the terms of this Agreement on behalf the Trustee as if such Fiscal Agent
were the Trustee hereunder. To the extent that the Fiscal Agent (if any) makes
an Advance pursuant to this Section 8.13 or otherwise pursuant to this
Agreement, the obligations of the Trustee under this Agreement in respect of
such Advance shall be satisfied.

                  (c) Notwithstanding anything contained in this Agreement to
the contrary, any Fiscal Agent shall be entitled to all limitations on
liability, rights of reimbursement and indemnities to which the Trustee is
entitled hereunder (including pursuant to Sections 8.05(b) and 8.05(c)) as if it
were the Trustee, except that all fees and expenses of any Fiscal Agent (other
than interest owed to such Fiscal Agent in respect of unreimbursed Advances)
incurred by such Fiscal Agent in connection with the transactions contemplated
by this Agreement shall be borne by the Trustee, and neither the Trustee nor
such Fiscal Agent shall be entitled to reimbursement therefor from any of the
Trust, the Depositor, the Master Servicer or the Special Servicer.

                  (d) The obligations of any Fiscal Agent set forth in this
Section 8.13 or otherwise pursuant to this Agreement shall exist only for so
long as the Trustee that appointed it shall act as Trustee hereunder. Any Fiscal
Agent may resign or be removed by the Trustee only if and when the existence of
such Fiscal Agent is no longer necessary for such Trustee to satisfy the
eligibility requirements of Section 8.06; provided that any Fiscal Agent shall
be deemed to have resigned at such time as the Trustee that appointed it resigns
or is removed as Trustee hereunder (in which case the responsibility for
appointing a successor Fiscal Agent in accordance with this Section 8.13(a)
shall belong to the successor Trustee insofar as such appointment is necessary
for such successor Trustee to satisfy the eligibility requirements of Section
8.06).

                  (e) The Trustee shall promptly notify the other parties hereto
and the Certificateholders in writing of the appointment, resignation or removal
of any Fiscal Agent.

                  SECTION 8.14. Advance Security Arrangement.

                  Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may, at is own expense with the
approval of the Depositor, arrange for the pledging of collateral, the
establishment of a reserve fund or the delivery of a letter of credit, surety
bond or other comparable instrument or for any other security or financial
arrangement (any or all of the foregoing, individually and collectively, an
"Advance Security Arrangement") for purposes of supporting its back-up advancing
obligations hereunder; provided that any Advance Security Arrangement shall be
in such form and amount, and shall be maintained in such manner, as (i) would
permit the Trustee to act in such capacity without an Adverse Rating Event in
respect of any Class of Rated Certificates (as confirmed in writing to the
Trustee and the Depositor by each Rating Agency) and (ii) would not result in an
Adverse REMIC Event (as evidenced by an Opinion of Counsel addressed and
delivered to the Trustee, the Depositor and the Tax Administrator). The Trustee
may terminate any Advance Security Arrangement established by it only if and
when (i) the existence of such Advance Security Arrangement is no longer
necessary for the Trustee to satisfy the eligibility requirements of Section
8.06 or (ii) when such Trustee resigns or is removed as Trustee hereunder.



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SECTION 8.15.     Filings with the Securities and Exchange Commission.

                  (a) With respect to the Trust's fiscal year 2000 (and, if as
of the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository), the Certificate
Administrator shall:

                  (i) on each Distribution Date during such fiscal year, in
         accordance with the Exchange Act, the rules and regulations promulgated
         thereunder and applicable "no-action letters" issued by the Commission,
         prepare for filing, execute and properly file with the Commission
         monthly, with respect to the Trust, a Current Report on Form 8-K with
         copies of the Distribution Date Statement and the Unrestricted Servicer
         Reports disseminated by the Trustee on such Distribution Date attached
         as exhibits;

                  (ii) during such fiscal year, (A) monitor for and promptly
         notify the Depositor of the occurrence or existence of any of the
         matters identified in Section 11.09(a) and/or Section 8.15(b) (in each
         case to the extent that a Responsible Officer of the Certificate
         Administrator has actual knowledge thereof), (B) cooperate with the
         Depositor in obtaining all necessary information in order to enable the
         Depositor to prepare a Current Report on Form 8-K reporting any such
         matter in accordance with the Exchange Act, the rules and regulations
         promulgated thereunder and applicable "no-action letters" issued by the
         Commission, and (C) execute and promptly file with the Commission any
         such Current Report on Form 8-K prepared by or on behalf of the
         Depositor and delivered to the Trustee; and

                  (iii) within 90 days following the end of such fiscal year,
         prepare, execute and properly file with the Commission, with respect to
         the Trust, an Annual Report on Form 10-K which complies in all material
         respects with the requirements of the Exchange Act, the rules and
         regulations promulgated thereunder and applicable "no-action letters"
         issued by the Commission;

provided that (x) the Certificate Administrator shall not have any
responsibility to file any items (other than those generated by it) that have
not been received in a format suitable for (or readily convertible to a format
suitable for) electronic filing via the EDGAR system (including "ASCII,"
"Microsoft Word," "Microsoft Excel," or another format reasonably acceptable to
the Certificate Administrator) and shall not have any responsibility to convert
any such items (other than those generated by it) to such format and (y) the
Depositor shall be responsible for preparing, executing and filing (via the
EDGAR system within 15 days following the Closing Date) a Current Report on Form
8-K reporting the establishment of the Trust and whereby this Agreement is filed
as an exhibit. Each of the other parties to this Agreement shall deliver to the
Certificate Administrator in the format required for (or readily convertible to
a format suitable for) electronic filing via the EDGAR system (including
"ASCII," "Microsoft Word," "Microsoft Excel," or another format reasonably
acceptable to the Certificate Administrator) any and all items (including, in
the case of the Master Servicer and the Special Servicer, Unrestricted Servicer
Reports) contemplated to be filed with the Commission pursuant to this Section
8.15(a).


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<PAGE>   206

                  (b) At all times during the Trust's fiscal year 2000 (and, if
as of the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, at all times during
such other fiscal year), the Certificate Administrator shall monitor for and
promptly notify the Depositor of the occurrence or existence of any of the
following matters of which a Responsible Officer of the Certificate
Administrator has actual knowledge:

                  (i) any failure of the Certificate Administrator to make any
         monthly distributions to the Holders of any Class of Certificates,
         which failure is not otherwise reflected in the Certificateholder
         Reports filed with the Commission or has not otherwise been reported to
         the Depositor pursuant to any other Section of this Agreement;

                  (ii) any acquisition or disposition by the Trust of a Mortgage
         Loan or an REO Property, which acquisition or disposition has not
         otherwise been reflected in the Certificateholder Reports filed with
         the Commission or has not otherwise been reported to the Depositor
         pursuant to any other Section of this Agreement;

                  (iii) any other acquisition or disposition by the Trust of a
         significant amount of assets (other than Permitted Investments,
         Mortgage Loans and REO Properties), other than in the normal course of
         business;

                  (iv) any change in the fiscal year of the Trust;

                  (v) any material legal proceedings, other than ordinary
         routine litigation incidental to the business of the Trust, to which
         the Trust (or any party to this Agreement on behalf of the Trust) is a
         party or of which any property included in the Trust Fund is subject,
         or any threat by a governmental authority to bring any such legal
         proceedings;

                  (vi) any event of bankruptcy, insolvency, readjustment of
         debt, marshalling of assets and liabilities, or similar proceedings in
         respect of or pertaining to the Trust or any party to this Agreement,
         or any actions by or on behalf of the Trust or any party to this
         Agreement indicating its bankruptcy, insolvency or inability to pay its
         obligations; and

                  (vii) any change in the rating or ratings assigned to any
         Class of Certificates not otherwise reflected in the Certificateholder
         Reports filed with the Commission;

provided that (x) the actual knowledge of a Responsible Officer of either the
Trustee or the Certificate Administrator of any material legal proceedings of
which property included in the Trust Fund is subject or of any material legal
proceedings threatened by a governmental authority is limited to circumstances
where it would be reasonable for the Certificate Administrator to identify such
property as an asset of, or as securing an asset of, the Trust or such
threatened proceedings as concerning the Trust and (y) no Responsible Officer of
the Trustee or the Certificate Administrator shall be deemed to have actual
knowledge of the matters described in clauses (vi) and (vii) of this Section
8.15(b) unless such Responsible Officer was notified in writing.

                  (c) If as of the beginning of any fiscal year for the Trust
(other than fiscal year 2000), the Registered Certificates are held (directly
or, in the case of Registered Certificates held in


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<PAGE>   207

book-entry form, through the Depository) by less than 300 Holders and/or
Depository Participants having accounts with the Depository, the Certificate
Administrator shall, in accordance with the Exchange Act and the rules and
regulations promulgated thereunder, timely file a Form 15 with respect to the
Trust.


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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 and the respective
obligations and responsibilities under this Agreement of the parties hereto
(other than the obligations of the Certificate Administrator to provide for and
make payments to Certificateholders as hereafter set forth) shall terminate upon
payment (or provision for payment) to the Certificateholders of all amounts held
by or on behalf of the Certificate Administrator and required hereunder to be so
paid on the Distribution Date following the earlier to occur of: (i) the
purchase by the Master Servicer, the Special Servicer or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders of all
Mortgage Loans and each REO Property remaining in the Trust Fund at a price (the
"Termination Price") equal to (A) the aggregate Purchase Price of all the
Mortgage Loans remaining in the Trust Fund (exclusive of any REO Mortgage
Loan(s)), plus (B) the appraised value of each REO Property, if any, included in
the Trust Fund, such appraisal to be conducted by a Qualified Appraiser selected
by the Special Servicer and approved by the Trustee and the Master Servicer,
minus (C) if the purchaser is the Master Servicer or the Special Servicer, the
aggregate amount of unreimbursed Advances made by such Person, together with any
unpaid Advance Interest in respect of such unreimbursed Advances and any unpaid
servicing compensation payable to such Person (which items shall be deemed to
have been paid or reimbursed to the Master Servicer or the Special Servicer, as
the case may be, in connection with such purchase); provided however, that any
such purchase shall be subject to the rights of any affected Designated
Sub-Servicer to continue to primary service (or to perform select servicing
duties with respect to) the Mortgage Loans covered by the applicable Designated
Sub-Servicer Agreement, (ii) the exchange by the Sole Certificateholder of all
the Certificates for all the Mortgage Loans and each REO Property remaining in
the Trust Fund, and (iii) the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund; provided, however, that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.

                  The Master Servicer, the Special Servicer or any single
Controlling Class Certificateholder or group of Controlling Class
Certificateholders, in that order of preference, may at its option elect to
purchase all the Mortgage Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (i) of the preceding paragraph by giving written
notice to the other parties hereto (and, in the case of an election by the
Master Servicer or Special Servicer, to the Holders of the Controlling Class) no
later than 60 days prior to the anticipated date of purchase; provided, however,
that the aggregate Stated Principal Balance of the Mortgage Pool at the time of
such election is less than 1.0% of the Initial Pool Balance; and provided,
further, that within 30 days after written notice of such election is so given,
no Person with a higher right of priority to make such an election does so; and
provided, further, that if more than one Controlling Class Certificateholder or
group of Controlling Class Certificateholders desire to purchase all of the
Mortgage Loans and any REO Properties, preference shall be given to the
Controlling Class


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<PAGE>   209

Certificateholder or group of Controlling Class Certificateholders with the
largest Percentage Interest in the Controlling Class. If the Trust is to be
terminated in connection with the purchase of all the Mortgage Loans and each
REO Property remaining in the Trust Fund by the Master Servicer, the Special
Servicer or any Controlling Class Certificateholder(s), such Person(s) shall
deliver to the Master Servicer for deposit (or, if the Master Servicer is the
purchaser, it shall deposit) in the Collection Account (after the Determination
Date, and prior to the Master Servicer Remittance Date, relating to the
anticipated Final Distribution Date) an amount in immediately available funds
equal to the Termination Price and shall reimburse all of the parties hereto
(other than itself, if applicable) for all reasonable out-of-pocket costs and
expenses incurred by such parties in connection with such purchase. On the
Master Servicer Remittance Date for the Final Distribution Date, the Master
Servicer shall transfer to the Distribution Account all amounts required to be
transferred thereto on such Master Servicer Remittance Date from the Collection
Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Collection Account that would otherwise be held
for future distribution. Upon confirmation that the deposit of the Termination
Price has been made to the Collection Account and the reimbursement contemplated
by the second preceding sentence has been made to the parties hereto, the
Trustee shall release or cause to be released to the purchasing party (or its
designee) the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the
purchasing party as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties to the purchasing party (or its designee).

                  The Sole Certificateholder shall have the right to exchange
all of the Certificates for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (ii) of the second
preceding paragraph by giving written notice to all the parties hereto no later
than 60 days prior to the anticipated date of exchange. In the event that the
Sole Certificateholder elects to exchange all of the Certificates for all of the
Mortgage Loans and each REO Property remaining in REMIC I in accordance with the
preceding sentence, the Sole Certificateholder, not later than the Master
Servicer Remittance Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur, shall deposit in the Collection
Account an amount in immediately available funds equal to all amounts then due
and owing to the Master Servicer, the Special Servicer, any Fiscal Agent, the
Certificate Administrator and/or the Tax Administrator hereunder that may be
withdrawn from the Collection Account pursuant to Section 3.05(a) or that may be
withdrawn from the Distribution Account pursuant to Section 3.05(b). In
addition, the Master Servicer shall transfer all amounts required to be
transferred to the Distribution Account on such Master Servicer Remittance Date
from the Collection Account pursuant to the first paragraph of Section 3.04(b).
Upon confirmation that such final deposits have been made and following the
surrender of all the Certificates on the Final Distribution Date, the Trustee
shall release or cause to be released to the Sole Certificateholder or its
designee, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Sole
Certificateholder, as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust Fund. Such transfer shall be
subject to any rights of the Designated Sub-Servicers to primary service (or to
perform select servicing functions with respect to) the Mortgage Loans.

                  Notice of any termination shall be given promptly by the
Certificate Administrator by letter to Certificateholders mailed (x) if such
notice is given in connection with the purchase of all the Mortgage Loans and
each REO Property remaining in the Trust Fund by the Master Servicer,


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the Special Servicer or any Controlling Class Certificateholder(s), 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 and (y) otherwise during
the month of such final distribution on or before the Master Servicer Remittance
Date in such month, in any event specifying (i) the Distribution Date upon which
the Trust Fund will terminate and final payment on the Certificates will be
made, (ii) the amount of any such final payment in respect of each Class of
Certificates 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 office or agency of the Certificate
Administrator therein designated. The Certificate Administrator shall give such
notice to the parties hereto 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 Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts on deposit in the Distribution Account that is allocable to payments on
the relevant Class in accordance with Section 4.01.

                  Any funds not distributed to any Holder or Holders of
Certificates of any Class on the Final Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be
set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to
which notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Certificate Administrator 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 Certificate Administrator, directly or
through an agent, shall take such reasonable steps to contact the remaining
non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate. The costs and expenses of holding such funds in
trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any
former Holder on any amount held in trust hereunder. If by the second
anniversary of the delivery of such second notice, all of the Certificates shall
not have been surrendered for cancellation, then, subject to applicable escheat
laws, the Certificate Administrator shall distribute to the Class R
Certificateholders all unclaimed funds and other assets which remain subject
hereto.

                  SECTION 9.02. Additional Termination Requirements.

                  (a) If the Master Servicer, the Special Servicer or a
Controlling Class Certificateholder purchases, or the Sole Certificateholder
exchanges all the Certificates for, all the Mortgage Loans and each REO Property
remaining in the Trust Fund as provided in Section 9.01, the Trust and each
REMIC Pool shall be terminated in accordance with the following additional
requirements, unless the purchasing party obtains at its own expense and
delivers to the Trustee and the Tax Administrator an Opinion of Counsel,
addressed to the Trustee and the Tax Administrator, to the effect that the
failure of the Trust to comply with the requirements of this Section 9.02 will
not result in an Adverse REMIC Event with respect to any REMIC Pool:


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                  (i) the Tax Administrator shall specify the first day in the
         90-day liquidation period in a statement attached to the final Tax
         Return for each REMIC Pool, 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
         evidenced by an Opinion of Counsel to such effect delivered on behalf
         and at the expense of the purchasing party);

                  (ii) during such 90-day liquidation period and at or prior to
         the time of making the final payment on the Certificates, the Trustee
         shall sell/transfer all the Mortgage Loans and each REO Property to the
         Master Servicer, the Special Servicer, the applicable Controlling Class
         Certificateholder(s) or the Sole Certificateholder, as the case may be,
         in exchange for cash and/or Certificates in accordance with Section
         9.01; and

                  (iii) immediately following the making of the final payment on
         the Certificates, the Certificate Administrator shall distribute or
         credit, or cause to be distributed or credited, to the Holders of the
         Class R Certificates all remaining cash on hand (other than cash
         retained to meet claims), and each REMIC Pool shall terminate at that
         time.

                  (b) By their acceptance of Certificates, the Holders hereby
authorize the Tax Administrator to prepare and adopt, on behalf of the Trust, a
plan of complete liquidation of each REMIC Pool in accordance with the terms and
conditions of this Agreement, which authorization shall be binding upon all
successor Certificateholders.


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                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS


                  SECTION 10.01. Tax Administration.

                  (a) The Tax Administrator shall elect to treat each REMIC Pool
as a REMIC under the Code and, if necessary, under applicable state law. Each
such election will be made on Form 1066 or other appropriate federal tax or
information return or any appropriate state Tax Returns for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued.

                  (b) The Plurality Class R Certificateholder is hereby
designated as the Tax Matters Person of each REMIC Pool and, in such capacity,
shall be responsible to act on behalf of such REMIC Pool in relation to any tax
matter or controversy, to represent such REMIC Pool in any administrative or
judicial proceeding relating to an examination or audit by any governmental
taxing authority, to request an administrative adjustment as to any taxable year
of such REMIC Pool, to enter into settlement agreements with any governmental
taxing agency with respect to such REMIC Pool, to extend any statute of
limitations relating to any tax item of such REMIC Pool and otherwise to act on
behalf of such REMIC Pool in relation to any tax matter or controversy involving
such REMIC Pool; provided that the Tax Administrator is hereby irrevocably
appointed and agrees to act (in consultation with the Tax Matters Person for
each REMIC Pool) as agent and attorney-in-fact for the Tax Matters Person for
each REMIC Pool in the performance of its duties as such. The legal expenses and
costs of any action described in this Section 10.01(b) and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust
payable out of amounts on deposit in the Distribution Account as provided by
Section 3.05(b) unless such legal expenses and costs are incurred by reason of a
Tax Matters Person's or the Tax Administrator's misfeasance, bad faith or
negligence in the performance of, or such Person's reckless disregard of, its
obligations or are expressly provided by this Agreement to be borne by any party
hereto.

                  (c) The Tax Administrator shall prepare or cause to be
prepared and file, and the Trustee shall sign, all of the Tax Returns in respect
of each REMIC Pool and all of the applicable income tax and other information
returns for each Grantor Trust Pool. The expenses of preparing and filing such
returns shall be borne by the Tax Administrator without any right of
reimbursement therefor.

                  (d) The Tax Administrator shall perform on behalf of each
REMIC Pool all reporting and other tax compliance duties that are the
responsibility of such REMIC Pool under the Code, the REMIC Provisions or other
compliance guidance issued by the IRS or any state or local taxing authority.
Included among such duties, the Tax Administrator shall provide: (i) to any
Transferor of a Class R Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Class R Certificate to any
Person who is not a Permitted Transferee; (ii) to the Certificateholders, such
information or reports as are required by the Code or the REMIC Provisions,
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption as required); and (iii) to
the IRS, the name, title, address and telephone number of the Person who will
serve as the representative of each REMIC Pool.


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<PAGE>   213

                  (e) The Tax Administrator shall take such action and shall
cause each REMIC Pool to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions (and the other
parties hereto shall assist it, to the extent reasonably requested by the Tax
Administrator), to the extent that the Tax Administrator has actual knowledge
that any particular action is required; provided that the Tax Administrator
shall be deemed to have knowledge of relevant tax laws. Except as contemplated
by Section 3.17(a), the Tax Administrator shall not knowingly take or fail to
take any action, or cause any REMIC Pool to take or fail to take any action,
that under the REMIC Provisions, if taken or not taken, as the case may be,
could result in an Adverse REMIC Event in respect of any REMIC Pool, unless the
Tax Administrator has received an Opinion of Counsel (at the expense of the
person requesting such action or non-action) to the effect that the contemplated
action or non-action, as the case may be, will not result in an Adverse REMIC
Event. Except as contemplated by Section 3.17(a), none of the other parties
hereto shall take or fail to take any action (whether or not authorized
hereunder) as to which the Tax Administrator has advised it in writing that it
has received an Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such action. In addition, prior to taking any action
with respect to any REMIC Pool or the assets thereof, or causing any REMIC Pool
to take any action, which is not contemplated by the terms of this Agreement,
each of the other parties hereto will consult with the Tax Administrator, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur, and no such other party shall take any such action or cause any REMIC
Pool to take any such action as to which the Tax Administrator has advised it in
writing that an Adverse REMIC Event could occur. The Tax 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 permitted by this Agreement.

                  (f) If any tax is imposed on any REMIC Pool, including
"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 any REMIC Pool 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 on behalf of the Trust pursuant
to Section 3.17(a)), such tax, together with all incidental costs and expenses
(including penalties and reasonable attorneys' fees), shall be charged to and
paid by: (i) the Trustee, if such tax arises out of or results from a breach by
the Trustee of any of its obligations under, Article VIII (which breach
constitutes negligence, bad faith or willful misconduct); (ii) the Certificate
Administrator, if such tax arises out of or results from a breach by the
Certificate Administrator of any of its obligations under Article IV, Article
VIII or this Article X (which breach constitutes negligence, bad faith or
willful misconduct); (iii) the Tax Administrator, if such tax arises out of or
results from a breach by the Tax Administrator of any of its obligations under
Article IV, Article VIII or this Article X (which breach constitutes negligence,
bad faith or willful misconduct); (iv) any Fiscal Agent, if such tax arises out
of or results from a breach by such Fiscal Agent of any of its obligations under
Article IV or this Article X (which breach constitutes negligence, bad faith or
willful misconduct); (v) 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 (which breach constitutes negligence, bad faith or
willful misconduct); (vi) 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 (which breach constitutes negligence, bad faith or
willful misconduct); or (vii) the Trust, out of the Trust Fund (exclusive of
Grantor Trust Pools), in all other instances. If any tax is imposed on either
Grantor


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Trust Pool, 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 Tax Administrator, if such tax arises out of
or results from a breach by the Tax Administrator of any of its obligations
under this Article X (which breach constitutes negligence, bad faith or willful
misconduct); (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 (which breach constitutes negligence, bad faith or willful
misconduct); (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 (which breach constitutes negligence, bad faith or willful
misconduct); (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 (which breach constitutes negligence, bad faith or willful
misconduct); (v) the Certificate Administrator, if such tax arises out of or
results from a breach by the Certificate Administrator of any of its obligations
under Article IV, Article VIII or this Article X (which breach constitutes
negligence, bad faith or willful misconduct); or (vi) the Trust, out of the
portion of the Trust Fund constituting such Grantor Trust Pool, in all other
instances. Any tax permitted to be incurred by the Special Servicer pursuant to
Section 3.17(a) shall be charged to and paid by the Trust. Any such amounts
payable by the Trust in respect of taxes shall be paid by the Trustee at the
direction of the Tax Administrator out of amounts on deposit in the Distribution
Account.

                  (g) The Tax Administrator and, to the extent that records are
maintained thereby in the normal course of its business, each of the other
parties hereto shall, for federal income tax purposes, maintain books and
records with respect to each REMIC Pool and each Grantor Trust Pool on a
calendar year and an accrual basis.

                  (h) Following the Startup Day for each REMIC Pool, the Trustee
shall not (except as contemplated by Section 3.06) accept any contributions of
assets to any REMIC Pool unless it shall have received an Opinion of Counsel (at
the expense of the party seeking to cause such contribution) to the effect that
the inclusion of such assets in such REMIC Pool will not result in an Adverse
REMIC Event in respect of such REMIC Pool.

                  (i) None of the Tax Administrator, the Master Servicer, the
Special Servicer, the Trustee or any Fiscal Agent shall consent to or, to the
extent it is within the control of such Person, permit: (i) the sale or
disposition of any Mortgage Loan (except in connection with (A) a breach of any
representation or warranty regarding any Mortgage Loan set forth in or made
pursuant to the related Mortgage Loan Purchase Agreement, (B) the foreclosure,
default or reasonably foreseeable material default of a Mortgage Loan, including
the sale or other disposition of a Mortgaged Property acquired by foreclosure,
deed in lieu of foreclosure or otherwise, (C) the bankruptcy of any REMIC Pool,
or (D) the termination of the Trust pursuant to Article IX of this Agreement);
(ii) the sale or disposition of any investments in the Collection Account or the
REO Account for gain; or (iii) the acquisition of any assets for the Trust
(other than a Mortgaged Property acquired through foreclosure, deed in lieu of
foreclosure or otherwise in respect of a defaulted Mortgage Loan, other than
Permitted Investments acquired in connection with the investment of funds in the
Collection 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) to the effect that such sale, disposition, or
acquisition will not result in an Adverse REMIC Event in respect of any REMIC
Pool.


                                      207
<PAGE>   215

                  (j) Except as otherwise permitted by Section 3.17(a), none of
the Tax Administrator, the Certificate Administrator, the Master Servicer, the
Special Servicer or the Trustee shall enter into any arrangement by which any
REMIC Pool will receive a fee or other compensation for services or, to the
extent it is within the control of such Person, permit any REMIC Pool to receive
any income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code. At all times as may be required by the Code, each of the
respective parties hereto (to the extent it is within its control) shall ensure
that substantially all of the assets of each REMIC Pool 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.

                  (k) Within 30 days after the related Startup Day, the Tax
Administrator shall prepare and file with the IRS, with respect to each REMIC
Pool, Form 8811 "Information Return for Real Estate Mortgage Investment Conduits
(REMICs) and Issuers of Collateralized Debt Obligations".

                  (l) On or before April 15 of each calendar year, commencing
April 15, 2001, unless the Tax Administrator and the Trustee are the same
Person, the Tax Administrator shall deliver to the Trustee an Officer's
Certificate from a Responsible Officer of the Tax Administrator confirming the
Tax Administrator's compliance with its obligations under this Agreement during
the prior calendar year.

                  (m) The parties intend that the portion of the Trust Fund
consisting of Post-ARD Additional Interest on the ARD Loans and the Class Y
Sub-Account shall constitute, and that the affairs of such portion of the Trust
Fund shall be conducted so as to qualify as, a Grantor Trust, and the provisions
hereof shall be interpreted consistently with this intention. In addition, the
parties intend that the portion of the Trust Fund consisting of the REMIC I
Residual Interest, the REMIC II Residual Interest, the REMIC III Residual
Interest and the Loan REMIC Residual Interests shall constitute, and the affairs
of such portion of the Trust Fund shall be conducted so as to qualify as, a
Grantor Trust, and the provisions hereof shall be interpreted consistently with
this intention. The Tax Administrator shall perform on behalf of each Grantor
Trust Pool all reporting and other tax compliance duties that are the
responsibility of such Grantor Trust Pool under the Code or any compliance
guidance issued by the IRS or any state or local taxing authorities. The
expenses of preparing and filing such returns shall be borne by the Tax
Administrator.

                  (n) The Trustee, the Tax Administrator and the Certificate
Administrator shall comply with the terms of each Loan REMIC Declaration to the
extent that such Loan REMIC Declaration is not inconsistent with the provisions
of this Agreement.

                  SECTION 10.02. Depositor, Master Servicer, Special Servicer,
                                 Trustee and Fiscal Agent to Cooperate with Tax
                                 Administrator.

                  (a) The Depositor shall provide or cause to be provided to the
Tax Administrator, within 10 days after the Closing Date, all information or
data that the Tax Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates, including
the price, yield, prepayment assumption and projected cash flow of the
Certificates.


                                      208
<PAGE>   216

                  (b) Each of the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent shall furnish such reports, certifications and
information in its possession, and access to such books and records maintained
thereby, as may relate to the Certificates or the Trust Fund and as shall be
reasonably requested by the Tax Administrator in order to enable it to perform
its duties hereunder.


                                      209
<PAGE>   217

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS


                  SECTION 11.01. Amendment.

                  (a) This Agreement may be amended from time to time by the
mutual agreement of the parties hereto, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be 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 already
existing provisions hereof, (iv) as evidenced by an Opinion of Counsel delivered
to the Trustee and the Tax Administrator, either (A) 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 REMIC Pool or either Grantor Trust Pool at least from the
effective date of such amendment, or (B) 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 REMIC Pool or either Grantor
Trust Pool, (v) as provided in Section 5.02(d)(iv), to modify, add to or
eliminate any of the provisions of Section 5.02(d)(i), (ii) or (iii), or (vi) to
otherwise modify or delete existing provisions of this Agreement; provided that
such amendment (other than any amendment for any of the specific purposes
described in clauses (iv) and (v) above) shall not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
Opinion of Counsel delivered to the Trustee and Certificate Administrator to
such effect.

                  (b) This Agreement may also be amended from time to time by
the mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the affected Classes, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received or advanced on Mortgage Loans and/or REO
Properties which are required to be distributed on any Certificate, without the
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in clause (i) above, without the consent of the Holders
of all Certificates of such Class, or (iii) modify the provisions of this
Section 11.01 or the definition of "Servicing Standard", 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 the matters described above as they would if
registered in the name of any other Person.

                  (c) Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the Tax Administrator shall consent to any amendment to
this Agreement unless it shall first have obtained or been furnished with an
Opinion of Counsel to the effect that neither such amendment nor the exercise of
any power granted to any party hereto in accordance with such


                                      210
<PAGE>   218

amendment will result in an Adverse REMIC Event with respect to any REMIC Pool
or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool. In
addition, prior to the execution of any amendment to this Agreement, the Trustee
and Certificate Administrator shall be entitled to receive and rely upon an
Opinion of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement.

                  (d) Promptly after the execution and delivery of any amendment
by all parties thereto, the Trustee shall send a copy thereof to each
Certificateholder and to each Rating Agency.

                  (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, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                  (f) The Trustee and Certificate Administrator may but shall
not be obligated to enter into any amendment pursuant to this Section 11.01 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) or (c) shall be borne by the Person seeking the
related amendment, except that if the Trustee requests any amendment of this
Agreement that it reasonably believes 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 Distribution Account.

                  SECTION 11.02. Recordation of Agreement; Counterparts.

                  (a) To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Depositor at the expense of the Trust (payable out of the
Collection Account), but only upon written direction of the Depositor
accompanied by an Opinion of Counsel (the cost of which may be paid out of the
Collection Account) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

                  (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                  SECTION 11.03. Limitation on Rights of Certificateholders.

                  (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of


                                      211
<PAGE>   219

the Trust, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  (b) No Certificateholder shall have any right to vote (except
as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

                  (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and 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 any other Holders of Certificates (except as expressly
permitted by this Agreement), or to obtain or seek to obtain priority over or
preference to any other such Holder (which priority or preference is not
otherwise provided for herein), or to enforce any right under this Agreement,
except in the manner herein provided and for the equal, ratable and common
benefit of all Certificateholders. For the protection and enforcement of the
provisions of this Section 11.03, 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 substantive laws of the State of New York applicable to
agreements made and to be performed entirely in said State, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws. The parties hereto intend that the provisions of Section 5-1401
of the New York General Obligations Law shall apply to this Agreement.

                  SECTION 11.05. Notices.

                  Any communications provided for or permitted hereunder shall
be in writing (including by telecopy) and, unless otherwise expressly provided
herein, shall be deemed to have been duly given when delivered to or, in the
case of telecopy notice, when received: (i) in the case of the Depositor,
Salomon Brothers Mortgage Securities VII, Inc., 388 Greenwich Street, New


                                      212
<PAGE>   220

York, New York 10013, Attention: Angela Hutzel, telecopy number: (212) 816-8306;
(ii) in the case of the Master Servicer, Midland Loan Services, Inc., 210 West
10th Street, 6th Floor, Kansas City, Missouri 64105, Attention: Chief Executive
Officer, telecopy number: (816) 435-2327; (iii) in the case of the Special
Servicer, Lennar Partners, Inc., 760 N.W. 107th Avenue, Suite 400, Miami,
Florida 33172, Attention: Ronald Schrager, telecopy number: (305) 226-3428; (iv)
in the case of the Trustee, Wells Fargo Bank Minnesota, N.A., 11000 Broken Land
Parkway, Columbia, Maryland 21044-3562, Attention: Corporate Trust
Administration (CMBS), Salomon Brothers Mortgage Securities VII, Inc., Series
2000-C3, telecopy number: (410) 884-2360; (v) in the case of the Rating
Agencies, (A) Moody's Investors Service, Inc., 99 Church Street, New York, New
York 10007, Attention: Commercial MBS Monitoring Department, telecopy number:
(212) 553-0300; and (B) Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,
Attention: CMBS Surveillance Manager, telecopy number: (212) 438-2662; (vi) in
the case of any Mortgage Loan Seller, the address for notices to it under the
related Mortgage Loan Purchase Agreement; and (vi) in the case of the
Certificate Administrator, the Tax Administrator and the Certificate Registrar,
LaSalle Bank National Association, 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services Group
"Salomon Brothers Mortgage Securities VII, Series 2000-C3, telecopy number:
(312) 904-2084; or as to each such Person such other address and/or telecopy
number 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 covenant(s), agreement(s), provision(s) or term(s) shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.

                  SECTION 11.07. Successors and Assigns; Beneficiaries.

                  The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto, their respective successors and
assigns and, as third party beneficiaries (with all right to enforce the
obligations hereunder intended for their benefit as if a party hereto), the
Underwriters and the non-parties referred to in Sections 6.03, 8.05 and 3.22(g),
and all such provisions shall inure to the benefit of the Certificateholders. No
other person, including any Borrower, shall be entitled to any benefit or
equitable right, remedy or claim under this Agreement.

                  SECTION 11.08. Article and Section Headings.

                  The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.


                                      213
<PAGE>   221

                  SECTION 11.09. Notices to and from the Rating Agencies and the
Depositor.

                  (a) The Trustee (or, with respect to items (v) and (vii)
below, the Certificate Administrator) shall promptly provide notice to each
Rating Agency and the Depositor with respect to each of the following of which a
Responsible Officer of the Trustee 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, termination, merger or consolidation of
         the Master Servicer, the Special Servicer or the Tax Administrator and
         the appointment of a successor;

                  (iv) the appointment, resignation or removal of a Fiscal
         Agent;

                  (v) any change in the location of the Distribution Account,
         the Interest Reserve Account or the Gain on Sale Reserve Fund;

                  (vi) any repurchase of a Mortgage Loan by a Mortgage Loan
         Seller as contemplated by Section 2.03; and

                  (vii) the final payment to any Class of Certificateholders.

                  (b) The Master Servicer shall promptly provide notice to each
Rating Agency and the Depositor with respect to each of the following of which
it has actual knowledge:

                  (i) the resignation or removal of the Trustee and the
         appointment of a successor; and

                  (ii) any change in the location of the Collection Account.

                  (c) Each of the Master Servicer and the Special Servicer, as
the case may be, shall furnish each Rating Agency such information with respect
to the Mortgage Loans as such Rating Agency shall reasonably request and which
the Master Servicer or the Special Servicer, as the case may be, can reasonably
provide to the extent consistent with applicable law and the related Mortgage
Loan documents. In any event, the Master Servicer and the Special Servicer shall
notify each Rating Agency with respect to each of the following of which it has
actual knowledge:

                  (i) any change in the lien priority of the Mortgage securing
         any Mortgage Loan;

                  (ii) any change in the identity of the anchor tenant (i.e., a
         tenant representing more than 20% of the total net rentable square feet
         of space) at any Mortgaged Property used for retail purposes or any
         change in the term of the lease for an anchor tenant at any such
         Mortgaged Property; and

                  (iii) any assumption of, or release or substitution of
         collateral for, a Mortgage Loan that represents greater than 2% of the
         then aggregate Stated Principal Balance of the Mortgage Pool; and


                                      214
<PAGE>   222

                  (iv) any defeasance of or material damage to a Mortgaged
         Property.

                  (d) Each of the Master Servicer and the Special Servicer, as
the case may be, shall promptly furnish to each Rating Agency copies of the
following items (in each case, at or about the same time that it delivers or
causes the delivery of such item to the Trustee):

                  (i) each of its Annual Performance Certifications;

                  (ii) each of its Annual Accountants' Reports; and

                  (iii) upon request, to the extent not already delivered,
         through hard copy format or electronic format, each report prepared
         pursuant to Section 3.09(e).

                  (e) The Certificate Administrator shall promptly deliver to
each Rating Agency (in hard copy format or through use of the Certificate
Administrator's Internet Website for Moody's) a copy of each Distribution Date
Statement, Unrestricted Servicer Report and Restricted Servicer Report forwarded
to the Holders of the Certificates (in each case, at or about the same time that
it delivers such Certificateholder Report to such Holders). Any Restricted
Servicer Reports delivered electronically as aforesaid shall be accessible on
the Certificate Administrator 's Internet Website only with the use of a
password, which shall be provided by the Certificate Administrator to each
Rating Agency.

                  (f) The parties intend that each Rating Agency provide to the
Trustee and Certificate Administrator, upon request, a listing of the
then-current rating (if any) assigned by such Rating Agency to each Class of
Certificates then outstanding.

                  SECTION 11.10. Notices to Controlling Class Representative.

                  Upon request, including a one-time standby request, the
Trustee, Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, shall deliver to the Controlling Class Representative a copy
of each notice or other item of information such Person is required to deliver
to the Rating Agencies pursuant to Section 11.09, in each case simultaneously
with the delivery thereof to the Rating Agencies. The Controlling Class
Representative must compensate such Person for any costs involved in such
delivery to the Controlling Class Representative.

                  SECTION 11.11. 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.


                                      215
<PAGE>   223

                  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.



                                      SALOMON BROTHERS MORTGAGE
                                      SECURITIES VII, INC.
                                           as Depositor


                                      By:  ____________________________________
                                      Name:
                                      Title:


                                      MIDLAND LOAN SERVICES, INC.
                                      as Master Servicer


                                      By:  ____________________________________
                                      Name:
                                      Title:


                                      LENNAR PARTNERS, INC.
                                      as Special Servicer


                                      By:  ____________________________________
                                      Name:
                                      Title:


                                      WELLS FARGO BANK MINNESOTA, N.A.
                                           Solely in its capacity as Trustee


                                      By:  ____________________________________
                                      Name:
                                      Title:




                                      LASALLE BANK NATIONAL ASSOCIATION
                                          as Certificate Administrator and as
                                          Tax Administrator


                                      By:  ____________________________________
                                      Name:
                                      Title:


                                      216
<PAGE>   224

STATE OF NEW YORK          )
                           )  ss.:
COUNTY OF NEW YORK         )


                  On the ______ day of December 2000, before me, a notary public
in and for said State, personally appeared ___________________, personally known
to me to be a _______________________________ of SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC., one of the entities that executed the within instrument,
and also known to me to be the person who executed it on behalf of such entity,
and acknowledged to me that such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                       ________________________________________
                                                     Notary Public

[Notarial Seal]


                                      217
<PAGE>   225

STATE OF ___________________        )
                                    )  ss.:
COUNTY OF __________________        )


                  On the ______ day of December 2000, before me, a notary public
in and for said State, personally appeared _____________________________, known
to me to be a _______________________ of MIDLAND LOAN SERVICES, INC., one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                       _______________________________________
                                                    Notary Public

[Notarial Seal]


                                      218
<PAGE>   226


STATE OF ___________________        )
                                    )  ss.:
COUNTY OF __________________        )


                  On the ______ day of December 2000, before me, a notary public
in and for said State, personally appeared _____________________________, known
to me to be a _______________________ of LENNAR PARTNERS, INC., one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          _____________________________________
                                                      Notary Public


[Notarial Seal]


                                      219
<PAGE>   227

STATE OF ___________________        )
                                    )  ss.:
COUNTY OF __________________        )


                  On the ______ day of December 2000, before me, a notary public
in and for said State, personally appeared ____________________________, known
to me to be a ________________________ of WELLS FARGO BANK MINNESOTA, N.A., one
of the entities that executed the within instrument, and also known to me to be
the person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                         ______________________________________
                                                     Notary Public


[Notarial Seal]


                                      220
<PAGE>   228


STATE OF ___________________        )
                                    )  ss.:
COUNTY OF __________________        )


                  On the ______ day of December 2000, before me, a notary public
in and for said State, personally appeared _____________________________, known
to me to be a _______________________ of LASALLE BANK NATIONAL ASSOCIATION, one
of the entities that executed the within instrument, and also known to me to be
the person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                          _____________________________________
                                                      Notary Public


[Notarial Seal]


                                      221
<PAGE>   229

                                   EXHIBIT A-1


                          FORM OF CLASS X CERTIFICATES

              CLASS X COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

Pass-Through Rate:                   Class Notional Amount of the Class X
  Variable                           Certificates as of the Closing Date:
                                     $____________________________

Closing Date: December 19, 2000      Initial Certificate Notional Amount of
                                     this Certificate as of the Closing Date:
                                     $____________________________

First Distribution Date:             Aggregate Stated Principal Balance of the
  January 18, 2001                   Mortgage Loans as of the Closing Date
                                     ("Initial Pool Balance"): $914,661,061

Master Servicer:                     Trustee:
Midland Loan Services, Inc.          Wells Fargo Bank Minnesota, N.A.

Special Servicer:                    Certificate Administrator and Tax
Lennar Partners, Inc.                Administrator: LaSalle
                                     Bank National Association


Certificate No. X-___                CUSIP No.:  ________________

<PAGE>   230

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
ADMINISTRATOR 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 HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS 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 HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., WELLS FARGO BANK MINNESOTA, N.A.,
MIDLAND LOAN SERVICES, INC., LENNAR PARTNERS, INC., LASALLE BANK NATIONAL
ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
ANY OF THE UNDERLYING MORTGAGE LOANS IS 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

                                       2
<PAGE>   231

SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. 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 Certificate (obtained by dividing the
notional amount of this Certificate (its "Certificate Notional Amount") as of
the Closing Date by the aggregate notional amount of all the Class X
Certificates (their "Class Notional Amount") as of the Closing Date) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class X Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2000 (the "Agreement"), among Salomon Brothers Mortgage Securities VII, Inc. as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Midland Loan Services, Inc. as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), Lennar
Partners, Inc. as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), Wells Fargo Bank Minnesota, N.A. as
trustee (the "Trustee", which term includes any successor entity under the
Agreement) and LaSalle Bank National Association as certificate administrator
(in such capacity, the "Certificate Administrator", which term includes any
successor entity under the Agreement) and as tax administrator (in such
capacity, the "Tax Administrator", 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, capitalized terms used
herein have the respective meanings assigned thereto 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 its acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date"), 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 all the Holders
of the Class X Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Certificate Administrator 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 Certificate Administrator with wiring instructions no later
than 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

                                       3
<PAGE>   232

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 Distribution Account, the Collection 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.

         This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

         No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except in limited circumstances) 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
F-1A to the Agreement; or (ii) a certificate from the Certificateholder desiring
to effect such transfer substantially in the form attached as Exhibit F-1B to
the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A or as
Exhibit F-2B to the Agreement; or (iii) 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 or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, any Fiscal Agent 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. If a transfer of an interest in this
Certificate, while it constitutes a Book-Entry Certificate, is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a transfer of this Certificate by the
Depositor or an Affiliate of the Depositor), then the Certificate Owner desiring
to effect such transfer must obtain either: (i) a certificate from the
prospective Transferee substantially in the form attached either as Exhibit F-2C
or as Exhibit F-2D to the Agreement; or (ii) an Opinion of Counsel to the effect
that such transfer may be made without registration under the Securities Act.
Any Certificateholder or Certificate Owner desiring to effect a transfer, sale,
pledge or other disposition of this Certificate or any interest herein shall,
and does hereby agree to, indemnify the Depositor, Salomon Smith Barney Inc.
("SSBI"), Greenwich Capital Markets Inc., the Trustee, any Fiscal Agent, the
Master Servicer, the Special Servicer, the Certificate Administrator, the Tax
Administrator and the Certificate Registrar against any liability that may
result if such transfer, sale, pledge or other disposition is not exempt from
the registration and/or

                                       4
<PAGE>   233

qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

         No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes on such
prohibited transactions imposed under Section 4975 of the Code, under Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) if this
Certificate is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 91-23, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Certificate Administrator, the
Tax Administrator, the Depositor, any Mortgage Loan Seller, the Master Servicer,
the Special Servicer, any Sub-Servicer or any Borrower with respect to Mortgage
Loans constituting 5% of the aggregate unamortized principal of all the Mortgage
Loans determined as of the Closing Date, or by an Affiliate of any such Person,
and (Z) agrees that it will obtain from each of its Transferees a written
representation that such Transferee, if a Plan, satisfies the requirements of
the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written
agreement that such Transferee will obtain from each of its Transferees that are
Plans a similar written representation regarding satisfaction of the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv)
a certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Certificate Registrar (or, if applicable, the
Certificate Owner effecting the transfer) that such transfer will not result in
a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code.

                  If a Person is acquiring this Certificate as a fiduciary or
agent for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as described in the two preceding paragraphs.


                                       5
<PAGE>   234

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

         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, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

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

         Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund, and (iii) the exchange by any Sole
Certificateholder of all the Certificates for all the Mortgage Loans and each
REO Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders to
purchase from the Trust Fund all the Mortgage Loans and each REO Property
remaining therein. The exercise of such right may 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
1.0% of the Initial Pool Balance.

         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,

                                       6
<PAGE>   235

the Special Servicer, the Trustee, the Certificate Administrator, the Tax
Administrator and any Fiscal Agent and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Tax
Administrator and any Fiscal Agent with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of 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 any REMIC Pool 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 substantive
laws of the State of New York applicable to agreements made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                       7
<PAGE>   236


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed on its behalf by the Certificate Registrar.



                                  LASALLE BANK NATIONAL ASSOCIATION
                                  not in its individual capacity but solely
                                  as Certificate Registrar


                                  By:
                                     ----------------------------------------
                                           Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

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

Dated:



                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   not in its individual capacity but solely
                                   as Certificate Registrar


                                   By:
                                      ----------------------------------------
                                            Authorized Officer


                                       8
<PAGE>   237


                                   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
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 Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:_____________________________________________________________
_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________


Dated:



                                         ______________________________________
                                         Signature by or on behalf of Assignor


                                         ______________________________________
                                         Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The Assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to
__________________________________________ for the account of
_______________________________________.

                  Distributions made by check (such check to be made payable to
___________________) and all applicable statements and notices should be mailed
to __________. This information is provided by ________________________, the
Assignee named above, or ____________________, as its agent.


                                       9
<PAGE>   238


                                   EXHIBIT A-2


                     FORM OF CLASS A-1 AND A-2 CERTIFICATES

         CLASS [A-1] [A-2] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

Pass-Through Rate:                              Class Principal Balance of the
  ___% per annum                                Class [A-1] [A-2] Certificates
                                                as of the Closing Date:
                                                $_________________________

Closing Date:  December 19, 2000                Initial Certificate Principal
                                                Balance of this Certificate as
                                                of the Closing Date:
                                                $_________________________

First Distribution Date:                        Aggregate Stated Principal
  January 18, 2001                              Balance of the Mortgage Loans as
                                                of the Closing Date ("Initial
                                                Pool Balance"): $914,661,061

Master Servicer:                                Trustee:
Midland Loan Services, Inc.                     Wells Fargo Bank Minnesota, N.A.

Special Servicer:                               Certificate Administrator and
Lennar Partners, Inc.                           Tax Administrator: LaSalle Bank
                                                National Association

Certificate No. [A-1] [A-2]-___                 CUSIP No.:________________

<PAGE>   239


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
ADMINISTRATOR 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN BY THE PROSPECTIVE TRANSFEREE WOULD RESULT IN A VIOLATION OF SECTION 406
OR 407 OF ERISA OR SECTION 4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF
AN EXCISE TAX UNDER SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., WELLS FARGO BANK MINNESOTA, N.A.,
MIDLAND LOAN SERVICES, INC., LENNAR PARTNERS, INC., LASALLE BANK NATIONAL
ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
ANY OF THE UNDERLYING MORTGAGE LOANS IS 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, AS AMENDED (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

         This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its

                                       2
<PAGE>   240

"Certificate Principal Balance") as of the Closing Date by the aggregate
principal amount of all the Class [A-1] [A-2] Certificates (their "Class
Principal Balance") as of the Closing Date) in that certain beneficial ownership
interest in the Trust Fund evidenced by all the Class [A-1] [A-2] Certificates.
The Trust Fund was created and the Certificates were issued pursuant to a
Pooling and Servicing Agreement, dated as of December 1, 2000 (the "Agreement"),
among Salomon Brothers Mortgage Securities VII, Inc., as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
Midland Loan Services, Inc. as master servicer (the "Master Servicer", which
term includes any successor entity under the Agreement), Lennar Partners, Inc.
as the special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), Wells Fargo Bank Minnesota, N.A. as
trustee (the "Trustee", which term includes any successor entity under the
Agreement) and LaSalle Bank National Association as certificate administrator
(in such capacity, the "Certificate Administrator", which term includes any
successor entity under the Agreement) and as tax administrator (in such
capacity, the "Tax Administrator", 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, capitalized terms used
herein have the respective meanings assigned thereto 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 its acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date") 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 all the Holders
of the Class [A-1] [A-2] Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on this
Certificate will be made by the Certificate Administrator 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 Certificate Administrator with wiring
instructions no later than 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 portion of an Unfunded Principal
Balance Reduction in respect of 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 Distribution Account, the Collection 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.


                                       3
<PAGE>   241


         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.

         This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

         No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

         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, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

         The Depositor, the Master Servicer, the Special Servicer, the Trustee,
any Fiscal Agent, the Certificate Administrator, the Tax Administrator, the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, any Fiscal Agent, the Certificate Administrator
the Tax Administrator or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate

                                       4
<PAGE>   242

Administrator, the Tax Administrator, any Fiscal Agent, the Certificate
Registrar or any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund, and (iii) the exchange by any Sole
Certificateholder of all the Certificates for all the Mortgage Loans and each
REO Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders to
purchase from the Trust Fund all the Mortgage Loans and each REO Property
remaining therein. The exercise of such right may 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
1.0% of the Initial Pool Balance.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of 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 any REMIC Pool 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 substantive
laws of the State of New York applicable to agreements made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                       5
<PAGE>   243


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on its behalf by the Certificate Registrar.



                                LASALLE BANK NATIONAL ASSOCIATION
                                not in its individual capacity but solely
                                as Certificate Registrar


                                By:
                                    ----------------------------------------
                                         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class [A-1] [A-2] Certificates referred to in the
within-mentioned Agreement.

Dated:

                                 LASALLE BANK NATIONAL ASSOCIATION,
                                 not in its individual capacity but solely
                                 as Certificate Registrar


                                 By:
                                    ------------------------------------------
                                          Authorized Officer



                                       6
<PAGE>   244


                                   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
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 Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Dated:

                                       _________________________________________
                                       Signature by or on behalf of Assignor


                                       _________________________________________
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The Assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________ for the
account of ________________________________________.

         Distributions made by check (such check to be made payable to
___________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________.

         This information is provided by _____________________________, the
Assignee named above, or ____________________, as its agent.


                                       7
<PAGE>   245

                                   EXHIBIT A-3


                   FORM OF CLASS B, C, D, E AND F CERTIFICATES

     CLASS [B] [C] [D] [E] [F] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

Pass-Through Rate: Variable                     Class Principal Balance of the
                                                Class [B] [C] [D] [E] [F]
                                                Certificates as of the Closing
                                                Date: $_____________________

Closing Date:  December 19, 2000                Initial Certificate Principal
                                                Balance of this Certificate as
                                                of the Closing Date:
                                                $___________________

First Distribution Date:                        Aggregate Stated Principal
  January 18, 2001                              Balance of the Mortgage Loans as
                                                of the Closing Date ("Initial
                                                Pool Balance"): $914,661,061

Master Servicer:                                Trustee:
Midland Loan Services, Inc.                     Wells Fargo Bank Minnesota, N.A.

Special Servicer:                               Certificate Administrator and
Lennar Partners, Inc.                           Tax Administrator: LaSalle Bank
                                                National Association

Certificate No. [B] [C] [D] [E] [F]-_______     CUSIP No.: _________________

<PAGE>   246


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
ADMINISTRATOR 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN BY THE PROSPECTIVE TRANSFEREE WOULD RESULT IN A VIOLATION OF SECTION 406
OR 407 OF ERISA OR SECTION 4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF
AN EXCISE TAX UNDER SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., WELLS FARGO BANK MINNESOTA, N.A.,
MIDLAND LOAN SERVICES, INC., LENNAR PARTNERS, INC., LASALLE BANK NATIONAL
ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.


                                       2
<PAGE>   247


         This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [B] [C] [D]
[E] [F] Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class [B] [C] [D] [E] [F] Certificates. The Trust Fund was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of December 1, 2000 (the "Agreement"), among Salomon Brothers Mortgage
Securities VII, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), Midland Loan Services, Inc. as master
servicer (the "Master Servicer", which term includes any successor entity under
the Agreement), Lennar Partners, Inc. as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement), Wells
Fargo Bank Minnesota, N.A. as trustee (the "Trustee", which term includes any
successor entity under the Agreement) and LaSalle Bank National Association as
certificate administrator (in such capacity, the "Certificate Administrator",
which term includes any successor entity under the Agreement) and as tax
administrator (in such capacity, the "Tax Administrator", 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,
capitalized terms used herein have the respective meanings assigned thereto 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 its acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month, or if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date"), 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 all the Holders
of the Class [B] [C] [D] [E] [F] Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
this Certificate will be made by the Certificate Administrator 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 Certificate Administrator with wiring
instructions no later than 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 portion of an Unfunded Principal
Balance Reduction in respect of 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 Distribution Account, the Collection 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

                                       3
<PAGE>   248

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.

         This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

         No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

         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, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

         The Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Tax Administrator, any Fiscal Agent, the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Tax
Administrator, any Fiscal Agent or the Certificate Registrar may treat the


                                       4
<PAGE>   249

Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Tax Administrator, any Fiscal
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund, and (iii) the exchange by any Sole
Certificateholder of all the Certificates for all the Mortgage Loans and each
REO Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders to
purchase from the Trust Fund all the Mortgage Loans and each REO Property
remaining therein. The exercise of such right may 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
1.0% of the Initial Pool Balance.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of 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 any REMIC Pool 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 substantive
laws of the State of New York applicable to agreements made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                       5
<PAGE>   250
         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on its behalf by the Certificate Registrar.



                                   LASALLE BANK NATIONAL ASSOCIATION
                                   not in its individual capacity but solely
                                   as Certificate Registrar


                                   By:
                                       ----------------------------------------
                                            Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [B] [C] [D] [E] [F] Certificates
referred to in the within-mentioned Agreement.

Dated:



                                     LASALLE BANK NATIONAL ASSOCIATION,
                                     not in its individual capacity but solely
                                     as Certificate Registrar


                                     By:
                                        ---------------------------------------
                                              Authorized Officer


                                       6
<PAGE>   251

                                   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
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 Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Dated:



                                        ________________________________________
                                        Signature by or on behalf of Assignor


                                        ________________________________________
                                        Signature Guaranteed




                            DISTRIBUTION INSTRUCTIONS

         The Assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of __________________________________.

         Distributions made by check (such check to be made payable to
_____________) and all applicable statements and notices should be mailed to
__________________________.

         This information is provided by ______________________________________,
the Assignee named above, or ____________________, as its agent.


                                       7
<PAGE>   252



                                   EXHIBIT A-4


                          FORM OF CLASS G CERTIFICATES

              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.


Pass-Through Rate:  Variable                    Class Principal Balance of the
                                                Class G Certificates as of the
                                                Closing Date:
                                                $__________________


Closing Date:  December 19, 2000                Initial Certificate Principal
                                                Balance of this Certificate as
                                                of the Closing Date: $__________

First Distribution Date:                        Aggregate Stated Principal
  January 18, 2001                              Balance of the Mortgage Loans as
                                                of the Closing Date ("Initial
                                                Pool Balance"): $914,661,061

Master Servicer:                                Trustee:
Midland Loan Services, Inc.                     Wells Fargo Bank Minnesota, N.A.

Special Servicer:                               Certificate Administrator and
Lennar Partners, Inc.                           Tax Administrator: LaSalle Bank
                                                National Association

Certificate No. G-____                          CUSIP No.:  ___________

<PAGE>   253

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
ADMINISTRATOR 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 7 CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS 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 HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., WELLS FARGO BANK MINNESOTA, N.A.,
MIDLAND LOAN SERVICES, INC., LENNAR PARTNERS, INC., LASALLE BANK NATIONAL
ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


                                       2
<PAGE>   254


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 CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

         This certifies that CEDE & CO. is registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
amount of this 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 in the Trust Fund evidenced by all the Class G
Certificates. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2000 (the
"Agreement"), among Salomon Brothers Mortgage Securities VII, Inc., as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
Midland Loan Services, Inc. as master servicer (the "Master Servicer", which
term includes any successor entity under the Agreement), Lennar Partners, Inc.
as special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), Wells Fargo Bank Minnesota, N.A. as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and
LaSalle Bank National Association as certificate administrator (in such
capacity, the "Certificate Administrator", which term includes any successor
entity under the Agreement) and as tax administrator (in such capacity, the "Tax
Administrator", 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, capitalized terms used herein have the
respective meanings assigned thereto 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 its
acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date"), 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 all the Holders
of the Class G Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Certificate Administrator 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 Certificate Administrator with wiring instructions no later
than 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 portion of an Unfunded Principal Balance Reduction in respect of this
Certificate) will be made in like manner, but only upon

                                       3
<PAGE>   255

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 Distribution Account, the Collection 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.

         This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

         No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except in limited circumstances) 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
F-1A to the Agreement; or (ii) a certificate from the Certificateholder desiring
to effect such transfer substantially in the form attached as Exhibit F-1B to
the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A or as
Exhibit F-2B to the Agreement; or (iii) 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 or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, any Fiscal Agent 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. If a transfer of an interest in this
Certificate, while it constitutes a Book-Entry Certificate, is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a transfer of this Certificate by the
Depositor or an Affiliate of the Depositor), then the Certificate Owner desiring
to effect such transfer must obtain either: (i) a certificate from the
prospective Transferee substantially in the form attached either as Exhibit F-2C
or as Exhibit F-2D to the Agreement; or (ii) an Opinion of Counsel to the effect
that such transfer may be made without registration under the Securities Act.
Any Certificateholder or Certificate Owner desiring to effect a transfer, sale,
pledge or

                                       4
<PAGE>   256

other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Salomon Smith Barney Inc. ("SSBI"),
Greenwich Capital Markets Inc., the Trustee, any Fiscal Agent, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Tax
Administrator and the Certificate Registrar against any liability that may
result if such transfer, sale, pledge or other disposition is not exempt from
the registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

         No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes on such
prohibited transactions imposed under Section 4975 of the Code, under Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) if this
Certificate is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 91-23, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Certificate Administrator, the
Tax Administrator, the Depositor, any Mortgage Loan Seller, the Master Servicer,
the Special Servicer, any Sub-Servicer or any Borrower with respect to Mortgage
Loans constituting 5% of the aggregate unamortized principal of all the Mortgage
Loans determined as of the Closing Date, or by an Affiliate of any such Person,
and (Z) agrees that it will obtain from each of its Transferees a written
representation that such Transferee, if a Plan, satisfies the requirements of
the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written
agreement that such Transferee will obtain from each of its Transferees that are
Plans a similar written representation regarding satisfaction of the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv)
a certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Certificate Registrar (or, if applicable, the
Certificate Owner effecting the transfer) that such transfer will not result in
a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code.

         If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the

                                       5
<PAGE>   257

effect that, and such other evidence as may be reasonably required by the
Certificate Registrar to confirm that, it has (i) sole investment discretion
with respect to each such account and (ii) full power to make the foregoing
acknowledgments, representations, warranties, certifications and/or agreements
with respect to each such account as described in the three preceding
paragraphs.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

         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, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

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

         Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund, and (iii) the exchange by any Sole
Certificateholder of all the Certificates for all the Mortgage Loans and each
REO Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders to
purchase from the Trust Fund all the Mortgage Loans and each REO Property
remaining therein. The exercise of such right may effect early retirement of the


                                       6
<PAGE>   258

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
1.0% of the Initial Pool Balance.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of 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 any REMIC Pool 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 substantive
laws of the State of New York applicable to agreements made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                       7
<PAGE>   259


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on its behalf by the Certificate Registrar.



                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely
                                  as Certificate Registrar


                                  By:
                                      ----------------------------------------
                                           Authorized Officer







                          CERTIFICATE OF AUTHENTICATION

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

Dated:



                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   not in its individual capacity but solely
                                   as Certificate Registrar


                                   By:
                                      -----------------------------------------
                                            Authorized Officer


                                       8
<PAGE>   260


                                   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
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 Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Dated:



                                         _______________________________________
                                         Signature by or on behalf of Assignor


                                         _______________________________________
                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The Assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to
_____________) and all applicable statements and notices should be mailed to
_____________________________.

         This information is provided by ____________________________, the
Assignee named above, or ____________________, as its agent.


                                       9
<PAGE>   261



                                   EXHIBIT A-5


                FORM OF CLASS H, J, K, L, M, N AND P CERTIFICATES

              CLASS [H] [J] [K] [L] [M] [N] [P] COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.


Pass-Through Rate:                              Class Principal Balance of the
___% per annum                                  Class [H] [J] [K] [K] [L] [M]
                                                [N] [P] Certificates as of the
                                                Closing Date:
                                                $__________________

Closing Date:  December 19, 2000                Initial Certificate Principal
                                                Balance of this Certificate as
                                                of the Closing Date: $__________

First Distribution Date:                        Aggregate Stated Principal
  January 18, 2001                              Balance of the Mortgage Loans as
                                                of the Closing Date ("Initial
                                                Pool Balance"): $914,661,061

Master Servicer:                                Trustee:
Midland Loan Services, Inc.                     Wells Fargo Bank Minnesota, N.A.

Special Servicer:                               Certificate Administrator and
Lennar Partners, Inc.                           Tax Administrator: LaSalle
                                                Bank National Association

Certificate No. [H] [J] [K] [L] [M] [N]
 [P]-____                                       CUSIP No.:  ___________

<PAGE>   262


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS 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 HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE TRUST FUND IN WHICH THIS CERTIFICATE EVIDENCES AN INTEREST HAS NOT BEEN
REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE "INVESTMENT COMPANY ACT"). ACCORDINGLY, THIS CERTIFICATE MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A
"QUALIFIED INSTITUTIONAL BUYER") OR (2) AN ACCREDITED INVESTOR WITHIN THE
MEANING OF PARAGRAPH (1), (2), (3) OR (7) OF RULE 501(a) OF REGULATION D UNDER
THE SECURITIES ACT OR AN ENTITY IN WHICH ALL THE EQUITY OWNERS ARE DESCRIBED BY
SUCH PARAGRAPHS (AN "INSTITUTIONAL ACCREDITED INVESTOR").

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., WELLS FARGO BANK MINNESOTA, N.A.,
MIDLAND LOAN SERVICES, INC., LENNAR PARTNERS, INC., LASALLE BANK NATIONAL
ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


                                       2
<PAGE>   263


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 CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

         This certifies that __________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [H] [J] [K]
[L] [M] [N] [P] Certificates (their "Class Principal Balance") as of the Closing
Date) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Class [H] [J] [K] [L] [M] [N] [P] Certificates. The Trust Fund was
created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as of December 1, 2000 (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc., as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Midland Loan Services,
Inc. as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc. as special servicer
(the "Special Servicer", which term includes any successor entity under the
Agreement), Wells Fargo Bank Minnesota, N.A. as trustee (the "Trustee", which
term includes any successor entity under the Agreement) and LaSalle Bank
National Association as certificate administrator (in such capacity, the
"Certificate Administrator", which term includes any successor entity under the
Agreement) and as tax administrator (in such capacity, the "Tax Administrator",
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, capitalized terms used herein have the respective
meanings assigned thereto 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 its acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date"), 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 all the Holders
of the Class [H] [J] [K] [L] [M] [N] [P] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator 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 Certificate
Administrator with wiring instructions no later than 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 portion
of an Unfunded Principal Balance Reduction in respect of this Certificate) will
be made in like

                                       3
<PAGE>   264

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 Distribution Account, the Collection 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.

         This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

         No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except in limited circumstances) 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
F-1A to the Agreement; or (ii) a certificate from the Certificateholder desiring
to effect such transfer substantially in the form attached as Exhibit F-1B to
the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A or as
Exhibit F-2B to the Agreement; or (iii) 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 or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, any Fiscal Agent 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. Any Certificateholder desiring to effect
a transfer, sale, pledge or other disposition of this Certificate or any
interest herein shall, and does hereby agree to, indemnify the Depositor,
Salomon Smith Barney Inc., Greenwich Capital Markets Inc., the Trustee, the
Certificate Administrator, the Tax Administrator, any Fiscal Agent, the Master
Servicer, the Special Servicer and the Certificate Registrar against any
liability that may result if such transfer, sale, pledge or other disposition is
not exempt from the registration and/or

                                       4
<PAGE>   265

qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

         No transfer of this Certificate or any interest herein shall be made
except to a Qualified Institutional Buyer or an Institutional Accredited
Investor. The Certificate Registrar shall refuse to register the transfer of
this Certificate unless it has received from the prospective Transferee a
certification, substantially in the form attached as Annex 1 or Annex 2 to
Exhibit F-2A to the Agreement, to the effect that such prospective Transferee is
a Qualified Institutional Buyer or a certification from the prospective
Transferee to the effect that such prospective Transferee is an Institutional
Accredited Investor.

         No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
to the effect that the purchase and holding of this Certificate by such
prospective Transferee is exempt from the prohibited transaction provisions of
Sections 406(a) and (b) and 407 of ERISA and the excise taxes on such prohibited
transactions imposed under Section 4975 of the Code, under Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) a certification of facts
and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Certificate Registrar that such transfer will not result in
a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code.

         If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as described in the three preceding paragraphs.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations

                                       5
<PAGE>   266

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 this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

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

         Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund, and (iii) the exchange by any Sole
Certificateholder of all the Certificates for all the Mortgage Loans and each
REO Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders to
purchase from the Trust Fund all the Mortgage Loans and each REO Property
remaining therein. The exercise of such right may 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
1.0% of the Initial Pool Balance.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of 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 any REMIC Pool as a REMIC, without
the consent of the Holders of any of the Certificates.


                                       6
<PAGE>   267

         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 substantive
laws of the State of New York applicable to agreements made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                       7
<PAGE>   268


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on its behalf by the Certificate Registrar.



                                 LASALLE BANK NATIONAL ASSOCIATION,
                                 not in its individual capacity but solely
                                 as Certificate Registrar


                                 By:
                                     ----------------------------------------
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class [H] [J] [K] [L] [M] [N] [P] Certificates
referred to in the within-mentioned Agreement.

Dated:



                                     LASALLE BANK NATIONAL ASSOCIATION,
                                     not in its individual capacity but solely
                                     as Certificate Registrar


                                     By:
                                        ---------------------------------------
                                              Authorized Officer


                                       8
<PAGE>   269

                                   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
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 Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


Dated:



                                          _____________________________________
                                          Signature by or on behalf of Assignor


                                          _____________________________________
                                          Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The Assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ___________________________________.

         Distributions made by check (such check to be made payable to
_____________) and all applicable statements and notices should be mailed to
_____________________________.

         This information is provided by ____________________________, the
Assignee named above, or ____________________, as its agent.


                                       9
<PAGE>   270



                                   EXHIBIT A-6


                          FORM OF CLASS Y CERTIFICATES

              CLASS Y COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.



Closing Date:  December 19, 2000                Percentage Interest evidenced by
                                                this Class Y Certificate:
                                                ______%

First Distribution Date:                        Aggregate Stated Principal
  January 18, 2001                              Balance of the Mortgage Loans as
                                                of the Closing Date ("Initial
                                                Pool Balance"): $914,661,061

Master Servicer:                                Trustee:
Midland Loan Services, Inc.                     Wells Fargo Bank Minnesota, N.A.

Special Servicer:                               Certificate Administrator and
Lennar Partners, Inc.                           Tax Administrator:  LaSalle
                                                Bank National Association

Certificate No. Y-___                           CUSIP No.:  ________________


<PAGE>   271


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS 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 HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE TRUST FUND IN WHICH THIS CERTIFICATE EVIDENCES AN INTEREST HAS NOT BEEN
REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE "INVESTMENT COMPANY ACT"). ACCORDINGLY, THIS CERTIFICATE MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A
"QUALIFIED INSTITUTIONAL BUYER") OR (2) AN ACCREDITED INVESTOR WITHIN THE
MEANING OF PARAGRAPH (1), (2), (3) OR (7) OF RULE 501(a) OF REGULATION D UNDER
THE SECURITIES ACT OR AN ENTITY IN WHICH ALL THE EQUITY OWNERS ARE DESCRIBED BY
SUCH PARAGRAPHS (AN "INSTITUTIONAL ACCREDITED INVESTOR").

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., WELLS FARGO BANK MINNESOTA, N.A.,
MIDLAND LOAN SERVICES, INC., LENNAR PARTNERS, INC., LASALLE BANK NATIONAL
ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS, SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


                                       2
<PAGE>   272


         This certifies that __________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (as specified above) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class Y Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2000 (the "Agreement"), among Salomon Brothers Mortgage Securities VII, Inc., as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Midland Loan Services, Inc. as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), Lennar
Partners, Inc. as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), Wells Fargo Bank Minnesota, N.A, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement) and LaSalle Bank National Association as certificate administrator
(in such capacity, the "Certificate Administrator," which term includes any
successor entity under the Agreement) and as tax administrator (in such
capacity, the "Tax Administrator", 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, capitalized terms used
herein have the respective meanings assigned thereto 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 its acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on the 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date"), 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 all the Holders
of the Class Y Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Certificate Administrator 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 Certificate Administrator with wiring instructions no later
than 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 Distribution Account, the Collection 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.


                                       3
<PAGE>   273


         This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

         No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except in limited circumstances) 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
F-1A to the Agreement; or (ii) a certificate from the Certificateholder desiring
to effect such transfer substantially in the form attached as Exhibit F-1B to
the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A or as
Exhibit F-2B to the Agreement; or (iii) 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 or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, any Fiscal Agent 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. Any Certificateholder desiring to effect
a transfer, sale, pledge or other disposition of this Certificate or any
interest herein shall, and does hereby agree to, indemnify the Depositor,
Salomon Smith Barney Inc., Greenwich Capital Markets Inc., the Trustee, the
Certificate Administrator, the Tax Administrator, any Fiscal Agent, the Master
Servicer, the Special Servicer and the Certificate Registrar against any
liability that may result if such transfer, sale, pledge or other disposition is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

         No transfer of this Certificate or any interest herein shall be made
except to a Qualified Institutional Buyer or an Institutional Accredited
Investor. The Certificate Registrar shall refuse to register the transfer of
this Certificate unless it has received from the prospective Transferee a
certification, substantially in the form attached as Annex 1 or Annex 2 to
Exhibit F-2A to the Agreement, to the effect that such prospective Transferee is
a Qualified Institutional Buyer or a certification from the prospective
Transferee to the effect that such prospective Transferee is an Institutional
Accredited Investor.

         No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this

                                       4
<PAGE>   274

Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code.
Except in limited circumstances, the Certificate Registrar shall refuse to
register the transfer of this Certificate unless it has received from the
prospective Transferee either (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification to the effect that the
purchase and holding of this Certificate by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes on such prohibited transactions imposed under
Section 4975 of the Code, under Sections I and III of Prohibited Transaction
Class Exemption 95-60; or (iii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the
Certificate Registrar that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

         If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as described in the three preceding paragraphs.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

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


                                       5
<PAGE>   275

         Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund, and (iii) the exchange by any Sole
Certificateholder of all the Certificates for all the Mortgage Loans and each
REO Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders to
purchase from the Trust Fund all the Mortgage Loans and each REO Property
remaining therein. The exercise of such right may 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
1.0% of the Initial Pool Balance.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of 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 any REMIC Pool 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 substantive
laws of the State of New York applicable to agreements made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                       6
<PAGE>   276


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on its behalf by the Certificate Registrar.



                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely as
                                  as Certificate Registrar


                                  By:
                                      ----------------------------------------
                                           Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

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

Dated:



                                LASALLE BANK NATIONAL ASSOCIATION,
                                not in its individual capacity but solely as
                                as Certificate Registrar


                                By:
                                   --------------------------------------------
                                         Authorized Officer


                                       7
<PAGE>   277

                                   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
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 Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

Dated:



                                    __________________________________________
                                    Signature by or on behalf of Assignor


                                    __________________________________________
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The Assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to
_________________________________________ for the account of
____________________________________.

         Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
_____________________________.

         This information is provided by ______________________, the Assignee
named above, or ____________________, as its agent.


                                       8
<PAGE>   278

                                   EXHIBIT A-7


                          FORM OF CLASS R CERTIFICATES

              CLASS R COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.


Closing Date:  December 19, 2000                Percentage Interest evidenced by
                                                this Class R Certificate: ___%

First Distribution Date:                        Aggregate Stated Principal
  January 18, 2001                              Balance of the Mortgage Loans as
                                                of the Closing Date ("Initial
                                                Pool Balance"): $914,661,061

Master Servicer:                                Trustee:
Midland Loan Services, Inc.                     Wells Fargo Bank Minnesota, N.A

Special Servicer:                               Certificate Administrator and
Lennar Partners, Inc.                           Tax Administrator:  LaSalle Bank
                                                National Association

Certificate No. R-__                            CUSIP No.:  _______________

<PAGE>   279


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS 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 HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE TRUST FUND IN WHICH THIS CERTIFICATE EVIDENCES AN INTEREST HAS NOT BEEN
REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE "INVESTMENT COMPANY ACT"). ACCORDINGLY, THIS CERTIFICATE MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A "QUALIFIED
INSTITUTIONAL BUYER").

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON
BROTHERS MORTGAGE SECURITIES VII, INC., WELLS FARGO BANK MINNESOTA, N.A.,
MIDLAND LOAN SERVICES, INC., LENNAR PARTNERS, INC., LASALLE BANK NATIONAL
ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE "RESIDUAL INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE
INVESTMENT CONDUITS" (EACH A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT

                                       2
<PAGE>   280

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, IF ANY, ON THIS CERTIFICATE.

         This certifies that __________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (as specified above) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class R Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2000 (the "Agreement"), among Salomon Brothers Mortgage Securities VII, Inc., as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Midland Loan Services, Inc. as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), Lennar
Partners, Inc. as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), Wells Fargo Bank Minnesota, N.A, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement) and LaSalle Bank National Association as certificate administrator
(in such capacity, the "Certificate Administrator", which term includes any
successor entity under the Agreement) and as tax administrator (in such
capacity, the "Tax Administrator", 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, capitalized terms used
herein have the respective meanings assigned thereto 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 its acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on 18th day of
each month or, if such 18th day is not a Business Day, the Business Day
immediately following (each a "Distribution Date") 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 all the Holders
of the Class R Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Certificate Administrator 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 Certificate Administrator with wiring instructions no later
than 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.


                                       3
<PAGE>   281


         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 Distribution Account, the Collection 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.

         This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

         No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except in limited circumstances) 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
F-1A to the Agreement; or (ii) a certificate from the Certificateholder desiring
to effect such transfer substantially in the form attached as Exhibit F-1B to
the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached as Exhibit F-2A to the Agreement;
or (iii) 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 or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent 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. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Salomon Smith Barney Inc., Greenwich
Capital Markets Inc., the Trustee, the Certificate Administrator, the Tax
Administrator, any Fiscal Agent, the Master Servicer, the Special Servicer and
the Certificate Registrar against any liability that may result if such
transfer, sale, pledge or other disposition is not exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

         No transfer of this Certificate or any interest herein shall be made
except to a Qualified Institutional Buyer. The Certificate Registrar shall
refuse to register the transfer of this Certificate unless it has received from
the prospective Transferee a certification, substantially in the form attached
as Annex 1 or Annex 2 to Exhibit F-2A to the Agreement, to the effect that such
prospective Transferee is a Qualified Institutional Buyer.


                                       4
<PAGE>   282


         No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
to the effect that the purchase and holding of this Certificate by such
prospective Transferee is exempt from the prohibited transaction provisions of
Sections 406(a) and (b) and 407 of ERISA and the excise taxes on such prohibited
transactions imposed under Section 4975 of the Code, under Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) a certification of facts
and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Certificate Registrar that such transfer will not result in
a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code.

         Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by its acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Certificate Administrator (i) to deliver payments to
a Person other than such Person and (ii) to negotiate the terms of any mandatory
disposition, to execute all instruments of Transfer and to do all other things
necessary in connection with any such disposition. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Certificate Administrator and the Tax
Administrator of any change or impending change in its status as a Permitted
Transferee. In connection with any proposed Transfer of any Ownership Interest
in this Certificate, the Certificate Registrar shall require delivery to it, and
shall not register the Transfer of this Certificate until its receipt of, an
affidavit and agreement substantially in the form attached as Exhibit H-1 to the
Agreement (a "Transfer Affidavit and Agreement") from the proposed Transferee,
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 either the
Certificate Registrar or Certificate Administrator 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. In
connection therewith, the Certificate Registrar shall not register the transfer
of an

                                       5
<PAGE>   283

Ownership Interest in this Certificate to any entity classified as a partnership
under the Code unless at the time of transfer, all of its beneficial owners are
United States Persons.

         Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-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 Certificate Administrator and
the Tax Administrator 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".

         If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Registrar to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as described in the five preceding paragraphs.

         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 Administrator and the Tax Administrator 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 result in an Adverse
Rating Event with respect to any Class of Rated Certificates; and (b) an Opinion
of Counsel, in form and substance satisfactory to the Certificate Administrator
and the Tax Administrator, to the effect that such modification of, addition to
or elimination of such provisions will not cause any REMIC Pool to cease to
qualify as a REMIC or be subject to an entity-level tax caused by the Transfer
of a Class R Certificate to a Person that 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 Class R Certificate to a Person
that is not a Permitted Transferee.

         A "Permitted Transferee" is any Transferee other than a "Disqualified
Organization" and a "Non-United States Person". In addition, if such Transferee
is classified as a partnership under the Code, such Transferee can only be a
"Permitted Transferee" if all of its beneficial owners are United States
Persons.

         A "Disqualified Organization" is any of (i) the United States or a
possession thereof, any State or political subdivision thereof or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, 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

                                       6
<PAGE>   284

Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code and
(v) any other Person so designated by the Certificate Administrator and the Tax
Administrator based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause the Trust or any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R Certificate to such Person. The terms "United States",
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.

         A "Non-United States Person" is any Person other than a United States
Person. A "United States Person" is a citizen or resident of the United States,
a corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct 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.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Administrator or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of this Certificate.

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

         Subject to certain terms and conditions set forth in the Agreement, 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

                                       7
<PAGE>   285

required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, (ii) the purchase by the Master Servicer, the Special Servicer or
any single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund, and (iii)
the exchange by any Sole Certificateholder of all the Certificates for all the
Mortgage Loans and each REO Property remaining in the Trust Fund. The Agreement
permits, but does not require, the Master Servicer, the Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders to purchase from the Trust Fund all the 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 1.0% of the Initial Pool Balance.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Tax Administrator and any Fiscal Agent with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of 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 any REMIC Pool 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 substantive
laws of the State of New York applicable to agreements made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.



                                       8
<PAGE>   286


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on its behalf by the Certificate Registrar.



                                 LASALLE BANK NATIONAL ASSOCIATION
                                 not in its individual capacity but solely
                                 as Certificate Registrar


                                 By:
                                     ----------------------------------------
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

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

Dated:



                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  not in its individual capacity but solely
                                  as Certificate Registrar


                                  By:
                                     ------------------------------------------
                                           Authorized Officer


                                       9
<PAGE>   287

                                   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
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 Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:_____________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Dated:



                                      _________________________________________
                                      Signature by or on behalf of Assignor


                                      _________________________________________
                                      Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The Assignee should include the following for purposes of distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ______________________for the
account of _______________________________________________.

         Distributions made by check (such check to be made payable to
____________) and all applicable statements and notices should be mailed to
_____________________________.

         This information is provided by ______________________________, the
Assignee named above, or ____________________________________, as its agent.


                                       10
<PAGE>   288
                                  EXHIBIT B-1A


                         SCHEDULE OF SBRC MORTGAGE LOANS



                             [See Attached Schedule]



































                                     B-1A-1

<PAGE>   289
<TABLE>
<CAPTION>
                                                                                                                          CROSS
                                                                                                                        COLLATER-
                                                                                                              PROPERTY    ALIZED
                                LOAN /                                                                          SIZE    (MORTGAGE
CONTROL    LOAN     ORIGI-     PROPERTY             PROPERTY                                 ZIP    PROPERTY    UNIT       LOAN
NUMBER    NUMBER    NATOR        NAME               ADDRESS               CITY       STATE  CODE      SIZE      TYPE      GROUP)
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>      <C>             <C>                     <C>             <C>    <C>     <C>       <C>       <C>
101      6605225     SBRC    One             440 South LaSalle       Chicago          IL    60605   1,019,325    SF         No
                             Financial       Street
                             Place
106      6603559     SBRC    149 New         149 New Montgomery      San Francisco    CA    94105      79,750    SF         No
                             Montgomery      Street
                             Street
113      6603432     SBRC    Seatac          1800 S. 320th Street    Federal Way      WA    98003     164,326    SF         No
                             Village
                             Shopping
                             Center
117      6604370     SBRC    Amerix          8930 Stanford           Columbia         MD    21045     154,400    SF         No
                             Building        Boulevard
118      6604594     SBRC    85              83-89 Devonshire        Boston           MA    02109      91,283    SF         No
                             Devonshire      Street;
                             Street/258-262  258-260 Washington
                             Washington      Street;
                             Street          262-268 Washington
                                             Street
119      6602060     SBRC    Centro De       State Road No. 869,     Catano           PR    00919     326,014    SF         No
                             Distribucion    Palmas
                             del             Ward
                             Norte
126      6603313     SBRC    US Storage      23711 Crenshaw          Torrance         CA    90505      92,925    SF         No
                             Centers         Boulevard
131      6604816     SBRC    601-609         601 - 609 Mission       San Francisco    CA    94105      44,870    SF         No
                             Mission         Street
                             Street
145      6603550     SBRC    Arlington       8655 Arlington Avenue   Riverside        CA    92503         176  Units        No
                             Heights
                             Apartments
149      6604949     SBRC    Villa de        5055 East Charleston    Las Vegas        NV    89104         160  Units        No
                             Mission         Boulevard
                             East
156      6605190     SBRC    Town Green      101 Old Ridgefield      Wilton           CT    06897      34,410    SF         No
                             at              Road and
                             Wilton Center   15 Hubbard Road
158      6603687     SBRC    Tivoli          1010 East Arkansas      Arlington        TX    76014         200  Units        No
                             Gardens         Lane
                             Apartments
159      6603102     SBRC    155             155 Washington Avenue   Albany           NY    12210      67,768    SF         No
                             Washington
                             Ave
160      6605043     SBRC    370             370 Convention Way      Redwood City     CA    94063      21,000    SF         No
                             Convention
                             Way
163      6604565     SBRC    Franklinton     3364-3382 US Highway    Franklinton      NC    27525      65,366    SF         No
                             Square          1
                             Shopping
                             Center
169      6603484     SBRC    The Cascades    1515 East Silver        Ocala            FL    34470      86,951    SF         No
                                             Springs
                                             Boulevard
193      6604021     SBRC    K-Mart          2460 Mission Street     Salem            OR    97302     116,866    SF         No
                             Shopping        SE
                             Center
                             - Salem
205      6604917     SBRC    K-Mart          4600 South 900 East     Murray           UT    84117     106,880    SF         No
                             Shopping        Street
                             Center
                              - Salt Lake
                             City
207      6605277     SBRC    Broadway        30 East 300 South       Salt Lake        UT    84111      23,440    SF         No
                             Plaza                                   City
                             Building
208      6605130     SBRC    225 Long        225 Long Avenue         Hillside         NJ    07205     157,000    SF         No
                             Avenue
229      6605203     SBRC    Mini-City       6321 Spencer Highway    Pasadena         TX    77505      91,521    SF         No
                             Self
                             Storage
</TABLE>

<TABLE>
<CAPTION>
                                                CROSS
                                              COLLATER-
                                               ALIZED
                                              MORTGAGE
                                              LOAN GROUP
                                              AGGREGATE
                                LOAN /         CUT-OFF                                                     INTEREST
CONTROL    LOAN     ORIGI-     PROPERTY         DATE         OWNERSHIP     ORIGINAL      MORT-    RATE     ACCRUAL      LOAN
NUMBER    NUMBER    NATOR        NAME          BALANCE       INTEREST      BALANCE     GAGE RATE  TYPE      METHOD      TYPE
--------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>      <C>             <C>             <C>         <C>           <C>        <C>     <C>         <C>
101      6605225     SBRC    One             119,577,993     Fee Simple  120,000,000   7.8900%    Fixed   Actual/360    ARD
                             Financial
                             Place
106      6603559     SBRC    149 New          18,809,602     Fee Simple   18,900,000   8.8800%    Fixed   Actual/360  Balloon
                             Montgomery
                             Street
113      6603432     SBRC    Seatac           16,087,967     Fee Simple   16,250,000   7.5600%    Fixed   Actual/360    ARD
                             Village
                             Shopping
                             Center
117      6604370     SBRC    Amerix           14,401,991     Fee Simple   14,500,000   8.6600%    Fixed   Actual/360  Balloon
                             Building
118      6604594     SBRC    85               13,650,000     Fee Simple   13,650,000   8.8200%    Fixed   Actual/360  Balloon
                             Devonshire
                             Street/258-262
                             Washington
                             Street

119      6602060     SBRC    Centro De        11,197,298     Fee Simple   11,500,000   8.5400%    Fixed   Actual/360  Balloon
                             Distribucion
                             del
                             Norte
126      6603313     SBRC    US Storage        8,365,375     Fee Simple    8,500,000   8.2900%    Fixed   Actual/360  Balloon
                             Centers
131      6604816     SBRC    601-609           7,372,989     Fee Simple    7,400,000   8.2200%    Fixed   Actual/360  Balloon
                             Mission
                             Street
145      6603550     SBRC    Arlington         5,541,084     Fee Simple    5,600,000   7.5700%    Fixed   Actual/360  Balloon
                             Heights
                             Apartments
149      6604949     SBRC    Villa de          5,178,496     Fee Simple    5,200,000   7.7700%    Fixed   Actual/360  Balloon
                             Mission
                             East
156      6605190     SBRC    Town Green        4,907,937     Leasehold     4,920,000   8.3600%    Fixed   Actual/360  Balloon
                             at
                             Wilton Center
158      6603687     SBRC    Tivoli            4,369,641     Fee Simple    4,400,000   8.0400%    Fixed   Actual/360  Balloon
                             Gardens
                             Apartments
159      6603102     SBRC    155               4,342,309     Fee Simple    4,400,000   8.2500%    Fixed   Actual/360  Balloon
                             Washington
                             Ave
160      6605043     SBRC    370               4,270,597     Fee Simple    4,281,000   9.1900%    Fixed   Actual/360  Balloon
                             Convention
                             Way
163      6604565     SBRC    Franklinton       4,183,600     Fee Simple    4,200,000   7.9800%    Fixed   Actual/360  Balloon
                             Square
                             Shopping
                             Center
169      6603484     SBRC    The Cascades      3,963,920     Fee Simple    4,000,000   7.9600%    Fixed   Actual/360  Balloon


193      6604021     SBRC    K-Mart            2,791,494     Fee Simple    2,816,000   8.7500%    Fixed   Actual/360  Balloon
                             Shopping
                             Center
                             - Salem
205      6604917     SBRC    K-Mart            2,423,568     Fee Simple    2,445,000   8.7000%    Fixed   Actual/360 Full Amort
                             Shopping
                             Center
                              - Salt Lake
                             City
207      6605277     SBRC    Broadway          2,394,274     Fee Simple    2,400,000   8.4510%    Fixed   Actual/360  Balloon
                             Plaza
                             Building
208      6605130     SBRC    225 Long          2,391,798     Fee Simple    2,400,000   8.5300%    Fixed   Actual/360  Balloon
                             Avenue
229      6605203     SBRC    Mini-City         1,664,339     Fee Simple    1,670,000   8.5700%    Fixed   Actual/360  Balloon
                             Self
                             Storage
</TABLE>

<TABLE>
<CAPTION>

                                                                               ANTICI-                                     ORIGINAL
                                                                                PATED       SCHED-                         TERM TO
                                LOAN /                                          REPAY-       ULED          MONTHLY         MATURITY
CONTROL    LOAN     ORIGI-     PROPERTY                    CONTROL    LOAN       MENT      MATURITY      DEBT SERVICE       / ARD
NUMBER    NUMBER    NATOR        NAME           NOTE DATE  NUMBER    NUMBER      DATE        DATE          PAYMENT         (MONTHS)
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>      <C>                <C>        <C>       <C>       <C>         <C>          <C>                <C>
101      6605225     SBRC    One                05/02/00     101     6605225   06/01/10    06/01/30         871,332.98        120
                             Financial
                             Place
106      6603559     SBRC    149 New            01/14/00     106     6603559     NAP       02/01/10         150,444.64        120
                             Montgomery
                             Street
113      6603432     SBRC    Seatac             08/24/99     113     6603432   09/01/09    09/01/29         114,290.74        120
                             Village
                             Shopping
                             Center
117      6604370     SBRC    Amerix             03/02/00     117     6604370     NAP       04/01/10         118,325.48        120
                             Building
118      6604594     SBRC    85                 03/10/00     118     6604594     NAP       04/01/05     108,067.76 (a)         60
                             Devonshire
                             Street/258-262
                             Washington
                             Street

119      6602060     SBRC    Centro De          06/15/99     119     6602060     NAP       07/01/09         100,091.00        120
                             Distribucion
                             del
                             Norte
126      6603313     SBRC    US Storage         06/29/99     126     6603313     NAP       07/01/09          67,245.62        120
                             Centers
131      6604816     SBRC    601-609            04/28/00     131     6604816     NAP       05/01/10          55,437.74        120
                             Mission
                             Street
145      6603550     SBRC    Arlington          07/26/99     145     6603550     NAP       08/01/09          39,424.78        120
                             Heights
                             Apartments
149      6604949     SBRC    Villa de           04/13/00     149     6604949     NAP       05/01/10          37,325.33        120
                             Mission
                             East
156      6605190     SBRC    Town Green         06/14/00     156     6605190     NAP       07/01/10          37,343.47        120
                             at
                             Wilton Center
158      6603687     SBRC    Tivoli             11/19/99     158     6603687     NAP       12/01/09          32,408.42        120
                             Gardens
                             Apartments
159      6603102     SBRC    155                09/24/99     159     6603102     NAP       10/01/09          34,691.81        120
                             Washington
                             Ave
160      6605043     SBRC    370                05/30/00     160     6605043     NAP       06/01/07          35,032.75         84
                             Convention
                             Way
163      6604565     SBRC    Franklinton        04/11/00     163     6604565     NAP       05/01/10          30,759.57        120
                             Square
                             Shopping
                             Center
169      6603484     SBRC    The Cascades       08/30/99     169     6603484     NAP       09/01/09          29,239.12        120


193      6604021     SBRC    K-Mart             05/10/00     193     6604021     NAP       06/01/10          24,885.29        120
                             Shopping
                             Center
                             - Salem
205      6604917     SBRC    K-Mart             05/10/00     205     6604917     NAP       06/01/20          21,528.79        240
                             Shopping
                             Center
                              - Salt Lake
                             City
207      6605277     SBRC    Broadway           06/30/00     207     6605277     NAP       07/01/10          18,370.64        120
                             Plaza
                             Building
208      6605130     SBRC    225 Long           07/21/00     208     6605130     NAP       08/01/10          19,373.99        120
                             Avenue
229      6605203     SBRC    Mini-City          07/21/00     229     6605203     NAP       08/01/10          13,526.16        120
                             Self
                             Storage
</TABLE>

<TABLE>
<CAPTION>
                                                    STATED                   REMAIN-      STATED
                                                   ORIGINAL                 ING TERM    REMAINING
                                                    AMORT-                     TO         AMORT-                         LOAN
                                LOAN /              IZATION     SEASON-     MATURITY     IZATION                      BALANCE AT
CONTROL    LOAN     ORIGI-     PROPERTY              TERM         ING         / ARD       TERM      CUT-OFF DATE      MATURITY /
NUMBER    NUMBER    NATOR        NAME              (MONTHS)     (MONTHS)    (MONTHS)    (MONTHS)       BALANCE           ARD
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>      <C>                   <C>          <C>         <C>         <C>        <C>             <C>
101      6605225     SBRC    One                       360          6           114        354     119,577,992.90  107,023,577.63
                             Financial
                             Place
106      6603559     SBRC    149 New                   360         10           110        350      18,809,602.27   17,241,569.01
                             Montgomery
                             Street
113      6603432     SBRC    Seatac                    360         15           105        345      16,087,967.31   14,379,170.94
                             Village
                             Shopping
                             Center
117      6604370     SBRC    Amerix                    300          8           112        292      14,401,990.84   12,174,183.42
                             Building
118      6604594     SBRC    85                        360          8            52        360      13,650,000.00   13,393,160.23
                             Devonshire
                             Street/258-262
                             Washington
                             Street

119      6602060     SBRC    Centro De                 240         17           103        223      11,197,297.78    8,267,091.48
                             Distribucion
                             del
                             Norte
126      6603313     SBRC    US Storage                300         17           103        283       8,365,375.11    7,068,356.30
                             Centers
131      6604816     SBRC    601-609                   360          7           113        353       7,372,988.89    6,652,916.02
                             Mission
                             Street
145      6603550     SBRC    Arlington                 360         16           104        344       5,541,084.10    4,957,351.70
                             Heights
                             Apartments
149      6604949     SBRC    Villa de                  360          7           113        353       5,178,495.88    4,625,029.92
                             Mission
                             East
156      6605190     SBRC    Town Green                360          5           115        355       4,907,937.15    4,437,450.57
                             at
                             Wilton Center
158      6603687     SBRC    Tivoli                    360         12           108        348       4,369,641.03    3,939,681.02
                             Gardens
                             Apartments
159      6603102     SBRC    155                       300         14           106        286       4,342,309.01    3,653,778.88
                             Washington
                             Ave
160      6605043     SBRC    370                       360          6            78        354       4,270,597.44    4,071,564.28
                             Convention
                             Way
163      6604565     SBRC    Franklinton               360          7           113        353       4,183,599.97    3,754,628.03
                             Square
                             Shopping
                             Center
169      6603484     SBRC    The Cascades              360         15           105        345       3,963,919.71    3,574,308.22


193      6604021     SBRC    K-Mart                    240          6           114        234       2,791,494.14    2,036,820.22
                             Shopping
                             Center
                             - Salem
205      6604917     SBRC    K-Mart                    240          6           234        234       2,423,568.25      128,965.76
                             Shopping
                             Center
                              - Salt Lake
                             City
207      6605277     SBRC    Broadway                  360          5           115        355       2,394,273.84    2,169,121.33
                             Plaza
                             Building
208      6605130     SBRC    225 Long                  300          4           116        296       2,391,797.50    2,007,631.81
                             Avenue
229      6605203     SBRC    Mini-City                 300          4           116        296       1,664,338.67    1,398,516.89
                             Self
                             Storage
</TABLE>

<TABLE>
<CAPTION>
                                                                         YIELD         YIELD
                                                                        MAINTEN-      MAINTEN-         PREPAY-      PREPAY-
                                LOAN /          DEFEASE                   ANCE          ANCE            MENT          MENT
CONTROL    LOAN     ORIGI-     PROPERTY          START     DEFEASE       PERIOD        PERIOD          PENALTY      PENALTY
NUMBER    NUMBER    NATOR        NAME            DATE      END DATE    START DATE     END DATE       START DATE     END DATE
--------------------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>      <C>                <C>        <C>         <C>            <C>            <C>            <C>
101      6605225     SBRC    One                01/01/03   03/31/10       NAP            NAP             NAP           NAP
                             Financial
                             Place
106      6603559     SBRC    149 New            01/01/03   12/31/09       NAP            NAP             NAP           NAP
                             Montgomery
                             Street
113      6603432     SBRC    Seatac             01/01/03   07/31/09       NAP            NAP             NAP           NAP
                             Village
                             Shopping
                             Center
117      6604370     SBRC    Amerix             01/01/03   01/31/10       NAP            NAP             NAP           NAP
                             Building
118      6604594     SBRC    85                 01/01/03   12/31/04       NAP            NAP             NAP           NAP
                             Devonshire
                             Street/258-262
                             Washington
                             Street

119      6602060     SBRC    Centro De          01/01/03   04/30/09       NAP            NAP             NAP           NAP
                             Distribucion
                             del
                             Norte
126      6603313     SBRC    US Storage         01/01/03   03/31/09       NAP            NAP             NAP           NAP
                             Centers
131      6604816     SBRC    601-609            01/01/03   02/28/10       NAP            NAP             NAP           NAP
                             Mission
                             Street
145      6603550     SBRC    Arlington          01/01/03   05/31/09       NAP            NAP             NAP           NAP
                             Heights
                             Apartments
149      6604949     SBRC    Villa de           01/01/03   02/28/10       NAP            NAP             NAP           NAP
                             Mission
                             East
156      6605190     SBRC    Town Green         01/01/03   04/30/10       NAP            NAP             NAP           NAP
                             at
                             Wilton Center
158      6603687     SBRC    Tivoli             01/01/03   09/30/09       NAP            NAP             NAP           NAP
                             Gardens
                             Apartments
159      6603102     SBRC    155                01/01/03   07/31/09       NAP            NAP             NAP           NAP
                             Washington
                             Ave
160      6605043     SBRC    370                01/01/03   03/31/07       NAP            NAP             NAP           NAP
                             Convention
                             Way
163      6604565     SBRC    Franklinton        01/01/03   02/28/10       NAP            NAP             NAP           NAP
                             Square
                             Shopping
                             Center
169      6603484     SBRC    The Cascades       01/01/03   06/30/09       NAP            NAP             NAP           NAP


193      6604021     SBRC    K-Mart             01/01/03   03/31/10       NAP            NAP             NAP           NAP
                             Shopping
                             Center
                             - Salem
205      6604917     SBRC    K-Mart             01/01/03   03/31/20       NAP            NAP             NAP           NAP
                             Shopping
                             Center
                              - Salt Lake
                             City
207      6605277     SBRC    Broadway           01/01/03   04/30/10       NAP            NAP             NAP           NAP
                             Plaza
                             Building
208      6605130     SBRC    225 Long           01/01/03   06/30/10       NAP            NAP             NAP           NAP
                             Avenue
229      6605203     SBRC    Mini-City          01/01/03   05/31/10       NAP            NAP             NAP           NAP
                             Self
                             Storage
</TABLE>

<TABLE>
<CAPTION>
                                                       YIELD         YIELD
                                LOAN /              MAINTENANCE  MAINTENANCE   MASTER
CONTROL    LOAN     ORIGI-     PROPERTY             CALCULATION   INTEREST    SERVICING
NUMBER    NUMBER    NATOR        NAME                 METHOD         RATE     FEE RATE
---------------------------------------------------------------------------------------
<S>      <C>        <C>      <C>                    <C>          <C>          <C>
101      6605225     SBRC    One                        NAP          NAP       0.0200%
                             Financial
                             Place
106      6603559     SBRC    149 New                    NAP          NAP       0.0200%
                             Montgomery
                             Street
113      6603432     SBRC    Seatac                     NAP          NAP       0.0200%
                             Village
                             Shopping
                             Center
117      6604370     SBRC    Amerix                     NAP          NAP       0.0200%
                             Building
118      6604594     SBRC    85                         NAP          NAP       0.0200%
                             Devonshire
                             Street/258-262
                             Washington
                             Street

119      6602060     SBRC    Centro De                  NAP          NAP       0.0200%
                             Distribucion
                             del
                             Norte
126      6603313     SBRC    US Storage                 NAP          NAP       0.0200%
                             Centers
131      6604816     SBRC    601-609                    NAP          NAP       0.0200%
                             Mission
                             Street
145      6603550     SBRC    Arlington                  NAP          NAP       0.0200%
                             Heights
                             Apartments
149      6604949     SBRC    Villa de                   NAP          NAP       0.0200%
                             Mission
                             East
156      6605190     SBRC    Town Green                 NAP          NAP       0.0200%
                             at
                             Wilton Center
158      6603687     SBRC    Tivoli                     NAP          NAP       0.0200%
                             Gardens
                             Apartments
159      6603102     SBRC    155                        NAP          NAP       0.0200%
                             Washington
                             Ave
160      6605043     SBRC    370                        NAP          NAP       0.0200%
                             Convention
                             Way
163      6604565     SBRC    Franklinton                NAP          NAP       0.0200%
                             Square
                             Shopping
                             Center
169      6603484     SBRC    The Cascades               NAP          NAP       0.0200%


193      6604021     SBRC    K-Mart                     NAP          NAP       0.0200%
                             Shopping
                             Center
                             - Salem
205      6604917     SBRC    K-Mart                     NAP          NAP       0.0200%
                             Shopping
                             Center
                              - Salt Lake
                             City
207      6605277     SBRC    Broadway                   NAP          NAP       0.0200%
                             Plaza
                             Building
208      6605130     SBRC    225 Long                   NAP          NAP       0.0200%
                             Avenue
229      6605203     SBRC    Mini-City                  NAP          NAP       0.0200%
                             Self
                             Storage
</TABLE>


                                     B-1A-1
<PAGE>   290
                                  EXHIBIT B-1B

                         SCHEDULE OF GCFP MORTGAGE LOANS







                             [See Attached Schedule]


                                     B-1B-1
<PAGE>   291
<TABLE>
<CAPTION>
CONTROL         LOAN        ORIGI-         LOAN /              PROPERTY                                       ZIP          PROPERTY
NUMBER         NUMBER       NATOR      PROPERTY NAME           ADDRESS               CITY         STATE      CODE           SIZE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>      <C>                 <C>                   <C>                <C>       <C>            <C>
  104       03-0812051       GCM     Westland Meadows    30600 Van Born Road   Westland            MI       48186              774
  105       03-0810413       GCM     Stonegate One       15050 Conference      Chantilly           VA       20151          142,477
                                                         Center Drive
  111       03-0810092       GCM     Granite State       1328 Hooksett Road    Hooksett            NH       03106          249,621
                                     Marketplace
  112       11483            GCM     Pacific Plaza       1375 Sutter Street    San Francisco       CA       94109           81,551
  116       03-0812601       GCM     Webster Building    51 N Street, N.E.     Washington          DC       20002          136,270
  120       03-0810405       GCM     801 Boylston        801 Boylston Street   Boston              MA       02164           26,834
                                     Street
------------------------------------------------------------------------------------------------------------------------------------
  122       03-0810402       GCM     Simchik Four                                                                           93,250
                                     Property Portfolio
 122a       03-0810402a      GCM     100 Market Street   100 Market Street     Portsmouth          NH       03801           50,674
 122b       03-0810402b      GCM     9 Executive Park    9 Executive Park      Merrimack           NH       03054           27,325
                                     Drive               Drive
 122c       03-0810402c      GCM     1255 South          1255 South Willow     Manchester          NH       03103            7,820
                                     Willow              Street
                                     Street
 122d       03-0810402d      GCM     135 Daniel          135 Daniel Webster    Manchester          NH       03104            7,431
                                     Webster             Highway
                                     Highway
------------------------------------------------------------------------------------------------------------------------------------
  123       03-0810401       GCM     Four Points         426 Main Avenue       Norwalk             CT       06851              127
                                     Hotel
                                     by Sheraton
  129       11312            GCM     Burlington Self     35 Ray Avenue         Burlington          MA       01803           88,430
                                     Storage
  130       11358            GCM     Boynton Plaza       133 North Congress    Boynton Beach       FL       33426           97,524
                                                         Avenue
  132       10511            GCM     Garden Ridge        6103 Landmark         Greensboro          NC       27407          122,400
                                                         Center
                                                         Boulevard
  133       2010092          GCM     300 West Pratt      300 West Pratt        Baltimore           MD       21201           60,323
                                     Street              Street


  134       2010093          GCM     The GTE Building    200 West Ocean        Long Beach          CA       90802          107,920
                                                         Boulevard
  135       2010096          GCM     Hamlin Court        930 & 940 Hamlin      Sunnyvale           CA       94089           42,868
                                                         Court
  138       03-0810219       GCM     Michael's Plaza     10303-10351,10355     Riverside           CA       92505           67,788
                                                         & 10357 Magnolia
                                                         Avenue
            ------------------------------------------------------------------------------------------------------------------------
  139       03-0810404       GCM     Mountain Vista                                                                            348
                                     Apartments &
                                     Cibola Village
 139a       03-0810404a      GCM     Mountain Vista      13110 Constitution    Albuquerque         NM       87111              220
                                     Apartments          Boulevard and 1501
                                                         Tramway Boulevard
                                                         N.E.
 139b       03-0810404b      GCM     Cibola Village      12400 Montgomery      Albuquerque         NM       87112              128
                                                         Boulevard, N.E.
            ------------------------------------------------------------------------------------------------------------------------
  141       03-0812040       GCM     300 West Hubbard    300 West Hubbard      Chicago             IL       60610           26,054
                                     Street Building     Street
  142       03-0812041       GCM     445 North Wells     445 North Wells       Chicago             IL       60610           31,226
                                     Street Building     Street
  143       03-0810224       GCM     Miracle Mile        1310 West Miracle     Tucson              AZ       85705          116,391
                                     Business Center     Mile
  144       03-0810256       GCM     Folsom Self-        600 Nesmith Court     Folsom              CA       95630          117,200
                                     Storage
  147       03-0810259       GCM     Northpointe         4230-4354 Redondo     Torrance            CA       90504           51,621
                                     Shopping Center     Beach Boulevard &
                                                         17204-17270
                                                         Hawthorne Boulevard
  148       03-0810406       GCM     2 Willow Street     2 Willow Street       Southborough        MA       01745           39,984
  150       9.911E+09        GCM     Calaveras           30057-81              Union City          CA       94358           64,956
                                     Landing             Industrial
                                     Shopping Center     Parkway SW
  151       1010091          GCM     Healtheon           4600 Patrick Henry    Santa Clara         CA       95054           49,837
                                                         Drive


  152       03-0812028       GCM     444 North Wells     444 North Wells       Chicago             IL       60610           58,451
                                     Street Building     Street
  153       03-0810239       GCM     1600 Corporate      1600 Corporate        Monterey Park       CA       91754           47,787
                                     Center Drive        Center Drive
  154       03-0810417       GCM     Little Creek        496 Bending Creek     Gates               NY       14624              199
                                     Apartments          Road
  155       03-0810177       GCM     271 - 285 East      271 - 285 East        Bronx               NY       10458           18,000
                                     Fordham Road        Fordham Road
  157       03-0810247       GCM     El Dorado Plaza     1602, 1702, 1730,     El Centro           CA       92243           62,767
                                                         1750, 1790 and
                                                         1802 N. Imperial
                                                         Avenue
</TABLE>

<TABLE>
<CAPTION>
                                                                                           CROSS
                                                                                         COLLATER-
                                                                                          ALIZED
                                                                           CROSS         MORTGAGE
                                                                          COLLATER-      LOAN GROUP
                                                                           ALIZED        AGGREGATE
                                                            PROPERTY      (MORTGAGE       CUT-OFF
CONTROL         LOAN        ORIGI-         LOAN /           SIZE UNIT       LOAN           DATE        OWNERSHIP   ORIGINAL
NUMBER         NUMBER       NATOR      PROPERTY NAME          TYPE          GROUP)        BALANCE      INTEREST    BALANCE
---------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>      <C>                    <C>           <C>            <C>           <C>         <C>
  104       03-0812051       GCM     Westland Meadows         Pads            No          22,714,214   Fee Simple  #######
  105       03-0810413       GCM     Stonegate One             SF             No          20,985,981   Fee Simple  #######

  111       03-0810092       GCM     Granite State             SF             No          18,205,497   Fee Simple  #######
                                     Marketplace
  112       11483            GCM     Pacific Plaza             SF             No          16,426,642   Fee Simple  #######
  116       03-0812601       GCM     Webster Building          SF             No          15,933,791   Fee Simple  #######
  120       03-0810405       GCM     801 Boylston              SF             No          11,010,038   Fee Simple  #######
                                     Street
---------------------------------------------------------------------------------------------------------------------------
  122       03-0810402       GCM     Simchik Four              SF             No           9,975,377               #######
                                     Property Portfolio
 122a       03-0810402a      GCM     100 Market Street         SF                                      Fee Simple
 122b       03-0810402b      GCM     9 Executive Park          SF                                      Fee Simple
                                     Drive
 122c       03-0810402c      GCM     1255 South                SF                                      Fee Simple
                                     Willow
                                     Street
 122d       03-0810402d      GCM     135 Daniel                SF                                      Fee Simple
                                     Webster
                                     Highway
---------------------------------------------------------------------------------------------------------------------------
  123       03-0810401       GCM     Four Points             Rooms            No           9,550,083   Leasehold   #######
                                     Hotel
                                     by Sheraton
  129       11312            GCM     Burlington Self           SF             No           7,984,459   Fee Simple  #######
                                     Storage
  130       11358            GCM     Boynton Plaza             SF             No           7,679,220   Fee Simple  #######

  132       10511            GCM     Garden Ridge              SF             No           7,095,636   Fee Simple  #######


  133       2010092          GCM     300 West Pratt            SF             No           7,018,345   Part Fee    #######
                                     Street                                                            Simple &
                                                                                                       Part
                                                                                                       Leasehold
  134       2010093          GCM     The GTE Building          SF             No           6,877,665   Fee Simple  #######

  135       2010096          GCM     Hamlin Court              SF             No           6,810,393   Fee Simple  #######

  138       03-0810219       GCM     Michael's Plaza           SF             No           6,247,050   Fee Simple  #######


            ---------------------------------------------------------------------------------------------------------------
  139       03-0810404       GCM     Mountain Vista          Units            No           5,982,627              #######
                                     Apartments &
                                     Cibola Village
 139a       03-0810404a      GCM     Mountain Vista          Units                                     Fee Simple
                                     Apartments


 139b       03-0810404b      GCM     Cibola Village          Units                                     Fee Simple

            ---------------------------------------------------------------------------------------------------------------
  141       03-0812040       GCM     300 West Hubbard          SF          Yes (G1)        5,742,051   Fee Simple  #######
                                     Street Building
  142       03-0812041       GCM     445 North Wells           SF          Yes (G1)        5,742,051   Fee Simple  #######
                                     Street Building
  143       03-0810224       GCM     Miracle Mile              SF             No           5,679,549   Fee Simple  #######
                                     Business Center
  144       03-0810256       GCM     Folsom Self-              SF             No           5,591,013   Fee Simple  #######
                                     Storage
  147       03-0810259       GCM     Northpointe               SF             No           5,194,650   Fee Simple  #######
                                     Shopping Center


  148       03-0810406       GCM     2 Willow Street           SF             No           5,191,447   Fee Simple  #######
  150       9.911E+09        GCM     Calaveras                 SF             No           5,173,542   Fee Simple  #######
                                     Landing
                                     Shopping Center
  151       1010091          GCM     Healtheon                 SF             No           5,145,165   Part Fee    #######
                                                                                                       Simple &
                                                                                                       Part
                                                                                                       Leasehold
  152       03-0812028       GCM     444 North Wells           SF             No           5,124,646   Fee Simple  #######
                                     Street Building
  153       03-0810239       GCM     1600 Corporate            SF             No           5,055,905   Fee Simple  #######
                                     Center Drive
  154       03-0810417       GCM     Little Creek            Units            No           5,044,068   Fee Simple  #######
                                     Apartments
  155       03-0810177       GCM     271 - 285 East            SF             No           4,933,555   Fee Simple  #######
                                     Fordham Road
  157       03-0810247       GCM     El Dorado Plaza           SF             No           4,420,203   Fee Simple  #######
</TABLE>

<TABLE>
<CAPTION>
                                                                                  INTEREST
CONTROL       LOAN         ORIGI-          LOAN /        MORTGAGE      RATE       ACCRUAL       LOAN         NOTE
NUMBER       NUMBER        NATOR       PROPERTY NAME       RATE        TYPE        METHOD       TYPE         DATE
-------------------------------------------------------------------------------------------------------------------
<S>       <C>              <C>       <C>                 <C>          <C>        <C>           <C>         <C>
  104     03-0812051        GCM      Westland Meadows     7.8300%     Fixed      Actual/360    Balloon     10/12/00
  105     03-0810413        GCM      Stonegate One        8.0250%     Fixed      Actual/360    Balloon     10/11/00
  111     03-0810092        GCM      Granite State        7.7350%     Fixed      Actual/360    Balloon     08/19/98
                                     Marketplace
  112     11483             GCM      Pacific Plaza        8.4000%     Fixed      Actual/360    Balloon     07/21/00
  116     03-0812601        GCM      Webster Building     8.3800%     Fixed      Actual/360    Balloon     03/24/00
  120     03-0810405        GCM      801 Boylston         8.1200%     Fixed      Actual/360    Balloon     08/24/00
                                     Street
-------------------------------------------------------------------------------------------------------------------
  122     03-0810402        GCM      Simchik Four         8.4500%     Fixed      Actual/360    Balloon     06/29/00
                                     Property Portfolio
 122a     03-0810402a       GCM      100 Market Street
 122b     03-0810402b       GCM      9 Executive Park
                                     Drive
 122c     03-0810402c       GCM      1255 South
                                     Willow
                                     Street
 122d     03-0810402d       GCM      135 Daniel
                                     Webster
                                     Highway
-------------------------------------------------------------------------------------------------------------------
  123     03-0810401        GCM      Four Points          9.1400%     Fixed      Actual/360    Balloon     04/05/00
                                     Hotel
                                     by Sheraton
  129     11312             GCM      Burlington Self      8.5500%     Fixed      Actual/360    Balloon     07/31/00
                                     Storage
  130     11358             GCM      Boynton Plaza        8.0300%     Fixed      Actual/360    Balloon     06/30/00
  132     10511             GCM      Garden Ridge         8.4300%     Fixed      Actual/360    Balloon     10/03/00
  133     2010092           GCM      300 West Pratt       8.0800%     Fixed      Actual/360    Balloon     03/30/00
                                     Street
  134     2010093           GCM      The GTE Building     8.2000%     Fixed      Actual/360    Balloon     05/09/00
  135     2010096           GCM      Hamlin Court         8.6300%     Fixed      Actual/360    Balloon     05/15/00
  138     03-0810219        GCM      Michael's Plaza      8.1100%     Fixed      Actual/360    Balloon     03/22/00
          ---------------------------------------------------------------------------------------------------------
  139     03-0810404        GCM      Mountain Vista
                                     Apartments           8.6000%     Fixed      Actual/360    Balloon     05/18/00
                                     & Cibola Village
 139a     03-0810404a       GCM      Mountain Vista
                                     Apartments
 139b     03-0810404b       GCM      Cibola Village
          ---------------------------------------------------------------------------------------------------------
  141     03-0812040        GCM      300 West            8.3900%      Fixed      Actual/360    Balloon     04/30/00
                                     Hubbard
                                     Street Building
  142     03-0812041        GCM      445 North           8.3900%      Fixed      Actual/360    Balloon     04/30/00
                                     Wells
                                     Street Building
  143     03-0810224        GCM      Miracle Mile        8.2800%      Fixed      Actual/360    Balloon     04/26/00
                                     Business Center
  144     03-0810256        GCM      Folsom Self-        8.4700%      Fixed      Actual/360    Balloon     08/02/00
                                     Storage
  147     03-0810259        GCM      Northpointe         8.3200%      Fixed      Actual/360    Balloon     09/18/00
                                     Shopping Center
  148     03-0810406        GCM      2 Willow Street     8.3720%      Fixed      Actual/360    Balloon     08/16/00

  150     9.911E+09         GCM      Calaveras           7.9800%      Fixed      Actual/360    Balloon     02/23/00
                                     Landing
                                     Shopping Center
  151     1010091           GCM      Healtheon           8.0400%      Fixed      Actual/360    Balloon     04/28/00
  152     03-0812028        GCM      444 North           8.4900%      Fixed      Actual/360    Balloon     04/30/00
                                     Wells
                                     Street Building
  153     03-0810239        GCM      1600 Corporate      8.4600%      Fixed      Actual/360    Balloon     07/14/00
                                     Center Drive
  154     03-0810417        GCM      Little Creek        7.8300%      Fixed      Actual/360    Balloon     09/13/00
                                     Apartments
  155     03-0810177        GCM      271 - 285 East      8.4000%      Fixed      Actual/360    Balloon     10/01/99
                                     Fordham Road
  157     03-0810247        GCM      El Dorado Plaza     8.1300%      Fixed      Actual/360    Balloon     09/21/00
</TABLE>

<TABLE>
<CAPTION>
                                                                                    ANTICI-                                ORIGINAL
                                                                                     PATED       SCHED-        MONTHLY      TERM TO
                                                                                    REPAY-        ULED           DEBT     MATURITY /
CONTROL       LOAN         ORIGI-          LOAN /          CONTROL       LOAN        MENT       MATURITY       SERVICE        ARD
NUMBER       NUMBER        NATOR       PROPERTY NAME       NUMBER       NUMBER       DATE         DATE         PAYMENT     (MONTHS)
-------------------------------------------------------    -------------------------------------------------------------------------
<S>       <C>              <C>       <C>                   <C>       <C>            <C>         <C>           <C>         <C>
  104     03-0812051        GCM      Westland Meadows       104      03-0812051       NAP       #######       #########       120
  105     03-0810413        GCM      Stonegate One          105      03-0810413       NAP       #######       #########       120
  111     03-0810092        GCM      Granite State          111      03-0810092       NAP       #######       #########       120
                                     Marketplace
  112     11483             GCM      Pacific Plaza          112      11483            NAP       #######       #########       120
  116     03-0812601        GCM      Webster Building       116      03-0812601       NAP       #######       #########       120
  120     03-0810405        GCM      801 Boylston           120      03-0810405       NAP       #######       88,832.26       120
                                     Street
-------------------------------------------------------    -------------------------------------------------------------------------
  122     03-0810402        GCM      Simchik Four           122      03-0810402       NAP       #######       76,568.40       117
                                     Property Portfolio
 122a     03-0810402a       GCM      100 Market Street      122a     03-0810402a
 122b     03-0810402b       GCM      9 Executive Park       122b     03-0810402b
                                     Drive
 122c     03-0810402c       GCM      1255 South             122c     03-0810402c
                                     Willow
                                     Street
 122d     03-0810402d       GCM      135 Daniel             122d     03-0810402d
                                     Webster
                                     Highway
-------------------------------------------------------    -------------------------------------------------------------------------
  123     03-0810401        GCM      Four Points            123      03-0810401       NAP       #######       81,485.19       120
                                     Hotel
                                     by Sheraton
  129     11312             GCM      Burlington Self        129      11312            NAP       #######       61,796.79       120
                                     Storage
  130     11358             GCM      Boynton Plaza          130      11358            NAP       #######       56,660.99       120
  132     10511             GCM      Garden Ridge           132      10511            NAP       #######       54,241.02       120
  133     2010092           GCM      300 West Pratt         133      2010092          NAP       #######       52,124.12       120
                                     Street
  134     2010093           GCM      The GTE Building       134      2010093          NAP       #######       51,595.06       120
  135     2010096           GCM      Hamlin Court           135      2010096          NAP       #######       53,147.34       120
  138     03-0810219        GCM      Michael's Plaza        138      03-0810219       NAP       #######       46,525.82       120
          ---------------------------------------------    -------------------------------------------------------------------------
  139     03-0810404        GCM      Mountain Vista
                                     Apartments             139      03-0810404       NAP       #######       46,560.70       120
                                     & Cibola Village
 139a     03-0810404a       GCM      Mountain Vista         139a     03-0810404a
                                     Apartments
 139b     03-0810404b       GCM      Cibola Village         139b     03-0810404b
          ---------------------------------------------    -------------------------------------------------------------------------
  141     03-0812040        GCM      300 West               141      03-0812040       NAP       #######       27,020.16       120
                                     Hubbard
                                     Street Building
  142     03-0812041        GCM      445 North              142      03-0812041       NAP       #######       16,847.64       120
                                     Wells
                                     Street Building
  143     03-0810224        GCM      Miracle Mile           143      03-0810224       NAP       #######       42,942.47       120
                                     Business Center
  144     03-0810256        GCM      Folsom Self-           144      03-0810256       NAP       #######       42,940.15       120
                                     Storage
  147     03-0810259        GCM      Northpointe            147      03-0810259       NAP       #######       39,322.05       120
                                     Shopping Center
  148     03-0810406        GCM      2 Willow Street        148      03-0810406       NAP       #######       39,512.75       120

  150     9.911E+09         GCM      Calaveras              150      9.911E+09        NAP       #######       38,083.28       120
                                     Landing
                                     Shopping Center
  151     1010091           GCM      Healtheon              151      1010091          NAP       #######       38,043.06       120
  152     03-0812028        GCM      444 North              152      03-0812028       NAP       #######       39,485.73       120
                                     Wells
                                     Street Building
  153     03-0810239        GCM      1600 Corporate         153      03-0810239       NAP       #######       38,809.64       120
                                     Center Drive
  154     03-0810417        GCM      Little Creek           154      03-0810417       NAP       #######       36,458.39       120
                                     Apartments
  155     03-0810177        GCM      271 - 285 East         155      03-0810177       NAP       #######       37,848.09       120
                                     Fordham Road
  157     03-0810247        GCM      El Dorado Plaza        157      03-0810247       NAP       #######       32,870.99       120
</TABLE>

<TABLE>
<CAPTION>
                                                                                     REMAIN-       STATED
                                                             STATED                  ING TERM    REMAINING
                                                            ORIGINAL                    TO         AMORT-                  LOAN
                                                          AMORTIZATION               MATURITY     IZATION    CUT-OFF     BALANCE
CONTROL       LOAN         ORIGI-          LOAN /             TERM      SEASONING     / ARD         TERM      DATE     AT MATURITY
NUMBER       NUMBER        NATOR       PROPERTY NAME        (MONTHS)    (MONTHS)     (MONTHS)     (MONTHS)   BALANCE      / ARD
-------------------------------------------------------   --------------------------------------------------------------------------
<S>       <C>              <C>       <C>                  <C>           <C>          <C>        <C>          <C>       <C>
  104     03-0812051        GCM      Westland Meadows          360           1          119          359     #######   ############
  105     03-0810413        GCM      Stonegate One             360           1          119          359     #######   ############
  111     03-0810092        GCM      Granite State             360          27           93          333     #######   ############
                                     Marketplace
  112     11483             GCM      Pacific Plaza             360           4          116          356     #######   ############
  116     03-0812601        GCM      Webster Building          360           8          112          352     #######   ############
  120     03-0810405        GCM      801 Boylston         273.3404           3          117     270.3404     #######   8,641,402.47
                                     Street
-------------------------------------------------------   --------------------------------------------------------------------------
  122     03-0810402        GCM      Simchik Four              357           2          115         355      #######   9,030,561.21
                                     Property Portfolio
 122a     03-0810402a       GCM      100 Market Street
 122b     03-0810402b       GCM      9 Executive Park
                                     Drive
 122c     03-0810402c       GCM      1255 South
                                     Willow
                                     Street
 122d     03-0810402d       GCM      135 Daniel
                                     Webster
                                     Highway
-------------------------------------------------------   --------------------------------------------------------------------------
  123     03-0810401        GCM      Four Points               300           7          113          293     #######   8,166,373.14
                                     Hotel
                                     by Sheraton
  129     11312             GCM      Burlington Self           360           4          116          356     #######   7,245,063.89
                                     Storage
  130     11358             GCM      Boynton Plaza             360           5          115          355     #######   6,891,403.27
  132     10511             GCM      Garden Ridge              360           1          119          359     #######   6,410,871.89
  133     2010092           GCM      300 West Pratt            360           8          112          352     #######   6,316,486.79
                                     Street
  134     2010093           GCM      The GTE Building          360           6          114          354     #######   6,199,267.50
  135     2010096           GCM      Hamlin Court              360           6          114          354     #######   6,196,874.77
  138     03-0810219        GCM      Michael's Plaza           360           8          112          352     #######   5,626,103.89
          ---------------------------------------------   --------------------------------------------------------------------------
  139     03-0810404        GCM      Mountain Vista
                                     Apartments                360           6          114          354     #######   5,440,167.14
                                     & Cibola Village
 139a     03-0810404a       GCM      Mountain Vista
                                     Apartments
 139b     03-0810404b       GCM      Cibola Village
          ---------------------------------------------   --------------------------------------------------------------------------
  141     03-0812040        GCM      300 West                  360           8          112          352     #######   3,203,659.77
                                     Hubbard
                                     Street Building
  142     03-0812041        GCM      445 North                 360           6          114          354     #######   1,997,455.92
                                     Wells
                                     Street Building
  143     03-0810224        GCM      Miracle Mile              360           7          113          353     #######   5,131,700.85
                                     Business Center
  144     03-0810256        GCM      Folsom Self-              360           3          117          357     #######   5,061,310.68
                                     Storage
  147     03-0810259        GCM      Northpointe               360           2          118          358     #######   4,684,476.44
                                     Shopping Center
  148     03-0810406        GCM      2 Willow Street           360           3          117          357     #######   4,689,327.96

  150     9.911E+09         GCM      Calaveras                 360           9          111          351     #######   4,648,782.57
                                     Landing
                                     Shopping Center
  151     1010091           GCM      Healtheon                 360           7          113          353     #######   4,623,910.76
  152     03-0812028        GCM      444 North                 360           6          114          354     #######   4,648,886.38
                                     Wells
                                     Street Building
  153     03-0810239        GCM      1600 Corporate            360           4          116          356     #######   4,578,618.92
                                     Center Drive
  154     03-0810417        GCM      Little Creek              360           2          118          358     #######   4,496,994.44
                                     Apartments
  155     03-0810177        GCM      271 - 285 East            360          13          107          347     #######   4,485,072.55
                                     Fordham Road
  157     03-0810247        GCM      El Dorado Plaza           360           2          118          358     #######   3,968,739.20
</TABLE>

<TABLE>
<CAPTION>
                                                                                        YIELD        YIELD
                                                                                       MAINTEN-    MAINTEN-     PREPAY-      PREPAY-
                                                                                         ANCE        ANCE         MENT        MENT
                                                                                        PERIOD      PERIOD      PENALTY      PENALTY
CONTROL       LOAN         ORIGI-          LOAN /             DEFEASE     DEFEASE       START         END        START         END
NUMBER       NUMBER        NATOR       PROPERTY NAME         START DATE   END DATE       DATE        DATE         DATE        DATE
-------------------------------------------------------   --------------------------------------------------------------------------
<S>       <C>              <C>       <C>                     <C>          <C>          <C>         <C>          <C>          <C>
  104     03-0812051        GCM      Westland Meadows        01/01/03     07/31/10       NAP          NAP         NAP          NAP
  105     03-0810413        GCM      Stonegate One           01/01/03     07/31/10       NAP          NAP         NAP          NAP
  111     03-0810092        GCM      Granite State           01/01/03     05/31/08       NAP          NAP         NAP          NAP
                                     Marketplace
  112     11483             GCM      Pacific Plaza           01/01/03     04/30/10       NAP          NAP         NAP          NAP
  116     03-0812601        GCM      Webster Building        01/01/03     12/31/09       NAP          NAP         NAP          NAP
  120     03-0810405        GCM      801 Boylston            01/01/03     05/31/10       NAP          NAP         NAP          NAP
                                     Street
-------------------------------------------------------   --------------------------------------------------------------------------
  122     03-0810402        GCM      Simchik Four            01/01/04     03/31/10       NAP          NAP         NAP          NAP
                                     Property Portfolio
 122a     03-0810402a       GCM      100 Market Street
 122b     03-0810402b       GCM      9 Executive Park
                                     Drive
 122c     03-0810402c       GCM      1255 South
                                     Willow
                                     Street
 122d     03-0810402d       GCM      135 Daniel
                                     Webster
                                     Highway
-------------------------------------------------------   --------------------------------------------------------------------------
  123     03-0810401        GCM      Four Points             01/01/03     01/31/10       NAP          NAP         NAP          NAP
                                     Hotel
                                     by Sheraton
  129     11312             GCM      Burlington Self         01/01/03     04/30/10       NAP          NAP         NAP          NAP
                                     Storage
  130     11358             GCM      Boynton Plaza           01/01/03     03/31/10       NAP          NAP         NAP          NAP
  132     10511             GCM      Garden Ridge            01/01/03     07/31/10       NAP          NAP         NAP          NAP
  133     2010092           GCM      300 West Pratt          01/01/03     12/31/09       NAP          NAP         NAP          NAP
                                     Street
  134     2010093           GCM      The GTE Building        01/01/03     02/28/10       NAP          NAP         NAP          NAP
  135     2010096           GCM      Hamlin Court            01/01/03     02/28/10       NAP          NAP         NAP          NAP
  138     03-0810219        GCM      Michael's Plaza         01/01/03     12/31/09       NAP          NAP         NAP          NAP
          ---------------------------------------------   --------------------------------------------------------------------------
  139     03-0810404        GCM      Mountain Vista
                                     Apartments               01/01/03    02/28/10       NAP          NAP          NAP         NAP
                                     & Cibola Village
 139a     03-0810404a       GCM      Mountain Vista
                                     Apartments
 139b     03-0810404b       GCM      Cibola Village
          ---------------------------------------------   --------------------------------------------------------------------------
  141     03-0812040        GCM      300 West                01/01/03     12/31/09       NAP          NAP         NAP          NAP
                                     Hubbard
                                     Street Building
  142     03-0812041        GCM      445 North               01/01/03     02/28/10       NAP          NAP         NAP          NAP
                                     Wells
                                     Street Building
  143     03-0810224        GCM      Miracle Mile               NAP         NAP        05/01/05    01/31/10       NAP          NAP
                                     Business Center
  144     03-0810256        GCM      Folsom Self-            01/01/03     05/31/10       NAP          NAP         NAP          NAP
                                     Storage
  147     03-0810259        GCM      Northpointe                NAP         NAP        10/01/05    06/30/10       NAP          NAP
                                     Shopping Center
  148     03-0810406        GCM      2 Willow Street            NAP         NAP        09/01/05    06/30/10       NAP          NAP

  150     9.911E+09         GCM      Calaveras               01/01/03     11/30/09       NAP          NAP         NAP          NAP
                                     Landing
                                     Shopping Center
  151     1010091           GCM      Healtheon               01/01/03     01/31/10       NAP          NAP         NAP          NAP
  152     03-0812028        GCM      444 North               01/01/03     02/28/10       NAP          NAP         NAP          NAP
                                     Wells
                                     Street Building
  153     03-0810239        GCM      1600 Corporate          01/01/03     04/30/10       NAP          NAP         NAP          NAP
                                     Center Drive
  154     03-0810417        GCM      Little Creek            01/01/03     06/30/10       NAP          NAP         NAP          NAP
                                     Apartments
  155     03-0810177        GCM      271 - 285 East          01/01/03     07/31/09       NAP          NAP         NAP          NAP
                                     Fordham Road
  157     03-0810247        GCM      El Dorado Plaza         01/01/03     06/30/10       NAP          NAP         NAP          NAP
</TABLE>

<TABLE>
<CAPTION>
                                                                 YIELD        YIELD
                                                              MAINTENANCE  MAINTENANCE       MASTER
CONTROL       LOAN         ORIGI-          LOAN /             CALCULATION    INTEREST       SERVICING
NUMBER       NUMBER        NATOR       PROPERTY NAME             METHOD        RATE         FEE RATE
-------------------------------------------------------   -------------------------------------------
<S>       <C>              <C>       <C>                      <C>          <C>              <C>
  104     03-0812051        GCM      Westland Meadows             NAP          NAP           0.0200%
  105     03-0810413        GCM      Stonegate One                NAP          NAP           0.0200%
  111     03-0810092        GCM      Granite State                NAP          NAP           0.0200%
                                     Marketplace
  112     11483             GCM      Pacific Plaza                NAP          NAP           0.0200%
  116     03-0812601        GCM      Webster Building             NAP          NAP           0.0200%
  120     03-0810405        GCM      801 Boylston                 NAP          NAP           0.0200%
                                     Street
-------------------------------------------------------   -------------------------------------------
  122     03-0810402        GCM      Simchik Four                 NAP          NAP           0.0200%
                                     Property Portfolio
 122a     03-0810402a       GCM      100 Market Street
 122b     03-0810402b       GCM      9 Executive Park
                                     Drive
 122c     03-0810402c       GCM      1255 South
                                     Willow
                                     Street
 122d     03-0810402d       GCM      135 Daniel
                                     Webster
                                     Highway
-------------------------------------------------------   -------------------------------------------
  123     03-0810401        GCM      Four Points                  NAP          NAP           0.0200%
                                     Hotel
                                     by Sheraton
  129     11312             GCM      Burlington Self              NAP          NAP           0.0200%
                                     Storage
  130     11358             GCM      Boynton Plaza                NAP          NAP           0.0200%
  132     10511             GCM      Garden Ridge                 NAP          NAP           0.0200%
  133     2010092           GCM      300 West Pratt               NAP          NAP           0.0200%
                                     Street
  134     2010093           GCM      The GTE Building             NAP          NAP           0.0200%
  135     2010096           GCM      Hamlin Court                 NAP          NAP           0.0200%
  138     03-0810219        GCM      Michael's Plaza              NAP          NAP           0.0200%
          ---------------------------------------------   -------------------------------------------
  139     03-0810404        GCM      Mountain Vista
                                     Apartments                    NAP         NAP           0.0200%
                                     & Cibola Village
 139a     03-0810404a       GCM      Mountain Vista
                                     Apartments
 139b     03-0810404b       GCM      Cibola Village
          ---------------------------------------------   -------------------------------------------
  141     03-0812040        GCM      300 West                     NAP          NAP           0.0200%
                                     Hubbard
                                     Street Building
  142     03-0812041        GCM      445 North                    NAP          NAP           0.0200%
                                     Wells
                                     Street Building
  143     03-0810224        GCM      Miracle Mile               Interest     Treasury        0.0200%
                                     Business Center          Differential Flat-Maturity
  144     03-0810256        GCM      Folsom Self-                 NAP          NAP           0.0200%
                                     Storage
  147     03-0810259        GCM      Northpointe                Interest     Treasury        0.0200%
                                     Shopping Center          Differential Flat-Maturity
  148     03-0810406        GCM      2 Willow Street            Interest     Treasury        0.0200%
                                                              Differential Flat-Maturity
  150     9.911E+09         GCM      Calaveras                    NAP          NAP           0.0200%
                                     Landing
                                     Shopping Center
  151     1010091           GCM      Healtheon                    NAP          NAP           0.0200%
  152     03-0812028        GCM      444 North                    NAP          NAP           0.0200%
                                     Wells
                                     Street Building
  153     03-0810239        GCM      1600 Corporate               NAP          NAP           0.0200%
                                     Center Drive
  154     03-0810417        GCM      Little Creek                 NAP          NAP           0.0200%
                                     Apartments
  155     03-0810177        GCM      271 - 285 East               NAP          NAP           0.0200%
                                     Fordham Road
  157     03-0810247        GCM      El Dorado Plaza              NAP          NAP           0.0200%
</TABLE>


                                     B-1B-1
<PAGE>   292
<TABLE>
<CAPTION>
CONTROL         LOAN        ORIGI-         LOAN /                 PROPERTY                                       ZIP       PROPERTY
NUMBER         NUMBER       NATOR      PROPERTY NAME              ADDRESS               CITY         STATE      CODE        SIZE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>      <C>                    <C>                   <C>                <C>       <C>         <C>
  161       03-0810225       GCM     Union Landing          30701 - 30791 Dyer    Union City          CA       94587        38,625
                                     Retail Center          Street
  162       03-0810251       GCM     Briarwood              141 Golf Club Road    Pleasant Hill       CA       94523            64
                                     Apartments
  164       03-0810191       GCM     Conquistador           3343 South 1300       Salt Lake City      UT       84106           121
                                     Apartments             East
  165       11432            GCM     Greenhill              1161 McDermott        West Goshen         PA       19380        35,225
                                     Corporate              Drive                 Township
                                     Center
  166       03-0812034       GCM     Northridge             8114 West Britton     Oklahoma City       OK       73132           216
                                     Apartments             Road
  167       03-0812035       GCM     Red Coach              211 The Post Road     Springfield         OH       45503           136
                                     Village
                                     Apartments
  170       03-0812036       GCM     The Trane              7100 Madison Street   Willowbrook         IL       60521        50,157
                                     Company Building
  177       03-0812019       GCM     Wythe Shopping         800 East Main         Wytheville          VA       24382       100,544
                                     Center                 Street
  180       03-0812029       GCM     801 West               801 West Diversey     Chicago             IL       60614        17,514
                                     Diversey               Parkway
                                     Parkway
  181       9.91E+09         GCM     Lafayette              5151 Lafayette        Santa Clara         CA       95054        70,200
                                     Business               Street/2318 Calle
                                     Park                   De Luna/5122 Calle
                                                            Del Sol
  182       11573            GCM     Arrow Business         402-446 West Arrow    San Dimas           CA       91773        96,101
                                     Center                 Highway
  185       03-0812603       GCM     Crossroads             7676 New Hampshire    Takoma Park         MD       20783        50,745
                                     Professional           Avenue
                                     Building
  187       HHCC0064         GCM     Fran Murphy            12800 U.S.            Juno Beach          FL       33408        45,697
                                     Building               Highway 1
  188       03-0810412       GCM     Walgreen's -           1580 Route 112        South Medford       NY       11763        13,905
                                     South
                                     Medford
  189       03-0810210       GCM     Sav-on and             688 & 690 East        Upland              CA       91786        19,747
                                     Carl's Jr.             Foothill Boulevard
  192       10896            GCM     Weatherbridge          1771 NW Maynard       Cary                NC       27513        50,930
                                     Center Buildings       Road and 111 James
                                     II and III             Jackson Avenue
  194       9.904E+09        GCM     1201 Sharp Street      1201 South Sharp      Baltimore           MD       21230        47,305
                                                            Street


  197       03-0810241       GCM     Redondo Tower          425 West Paseo        Tucson              AZ       85701            96
                                     Apartments             Redondo
  203       9.906E+09        GCM     Pioneer Point          2760 Mayport Road     Atlantic Beach      FL       32233           100
                                     Apartments
  206       2E+10            GCM     6396, 6392, 6372       6396, 6392, 6372      Las Vegas           NV       89120        25,042
                                     McLeod Drive           McLeod Drive
  210       03-0812016       GCM     Summit/Breckenridge    1009-1125 Glen        Duluth              MN       55806           107
                                     Apartments             Place
  211       HHCC0063         GCM     Peppertree             2840 Las Vegas        Fort Worth          TX       76116           152
                                     Apartments             Trail
  212       03-0812031       GCM     Hillmount              505 Cherry Street     Grand Rapids        MI       49503           101
                                     Apartments             SE
  216       03-0812030       GCM     Oakwood Manor          547 Cherry Street,    Grand Rapids        MI       49503            96
                                     Apartments             SE
  217       03-0812602       GCM     Woodbend               2106 Waverly          Opelika             AL       36801           100
                                     Apartments             Parkway
  221       03-0810254       GCM     U-Stor Chambers        1800 South            Aurora              CO       80017        49,900
                                     Self-Storage           Chambers Road
  222       03-0810218       GCM     9925-9929              9925-9929             Culver City         CA       90232        38,764
                                     Jefferson              Jefferson
                                     Boulevard              Boulevard
  226       03-0810232       GCM     Oro Valley Self        10880 North           Oro Valley          AZ       85737        51,000
                                     Storage                Mavinee Drive
  231       03-0812045a      GCM     Senate Place           2620 - 2720 Senate    Lansing             MI       48912            32
                                     Apartments             Drive                 Township
  232       03-0812045b      GCM     Eastfield              1014-1216             Lansing             MI       48917            32
                                     Townhouses             Eastfield             Township
                                                            Road, 2705-2719
                                                            Harwick Drive
  242       2.001E+10        GCM     6380 McLeod            6380 McLeod Drive     Las Vegas           NV       89120        20,455
                                     Drive
  250       03-0810220       GCM     6668 Owens Drive       6668 Owens Drive      Pleasanton          CA       94588        18,683
  251       2.001E+10        GCM     6320 - 6330            6320 - 6330 McLeod    Las Vegas           NV       89120        15,665
                                     McLeod Drive           Drive
  252       03-0810627       GCM     Rite Aid -             162-19 Hillside       Jamaica             NY       11432        16,079
                                     Hillside               Avenue
  258       03-0810237       GCM     Nogales Self           1120 North            Nogales             AZ       85621        48,377
                                     Storage                Industrial
                                                            Park Avenue
  259       03-0810238       GCM     Glendale West          8049 West Glendale    Glendale            AZ       85303        56,280
                                     Self                   Avenue
                                     Storage
  263       03-0810661       GCM     Airport Business       611 Access Road       Stratford           CT       06615        24,596
                                     Center
</TABLE>

<TABLE>
<CAPTION>
                                                                                          CROSS
                                                                                        COLLATER-
                                                                                         ALIZED
                                                                          CROSS         MORTGAGE
                                                                         COLLATER-      LOAN GROUP
                                                                          ALIZED        AGGREGATE
                                                           PROPERTY      (MORTGAGE       CUT-OFF
CONTROL         LOAN        ORIGI-         LOAN /          SIZE UNIT       LOAN           DATE        OWNERSHIP    ORIGINAL
NUMBER         NUMBER       NATOR      PROPERTY NAME         TYPE          GROUP)        BALANCE      INTEREST     BALANCE
---------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>      <C>                   <C>           <C>            <C>           <C>          <C>
  161       03-0810225       GCM     Union Landing            SF             No           4,232,425   Fee Simple   #######
                                     Retail Center
  162       03-0810251       GCM     Briarwood              Units            No           4,194,883   Fee Simple   #######
                                     Apartments
  164       03-0810191       GCM     Conquistador           Units            No           4,161,547   Fee Simple   #######
                                     Apartments
  165       11432            GCM     Greenhill                SF             No           4,089,788   Fee Simple   #######
                                     Corporate
                                     Center
  166       03-0812034       GCM     Northridge             Units            No           4,085,920   Fee Simple   #######
                                     Apartments
  167       03-0812035       GCM     Red Coach              Units            No           4,083,990   Fee Simple   #######
                                     Village
                                     Apartments
  170       03-0812036       GCM     The Trane                SF             No           3,894,616   Fee Simple   #######
                                     Company Building
  177       03-0812019       GCM     Wythe Shopping           SF             No           3,629,791   Fee Simple   #######
                                     Center
  180       03-0812029       GCM     801 West                 SF             No           3,391,218   Fee Simple   #######
                                     Diversey
                                     Parkway
  181       9.91E+09         GCM     Lafayette                SF             No           3,383,355   Fee Simple   #######
                                     Business
                                     Park

  182       11573            GCM     Arrow Business           SF             No           3,246,693   Fee Simple   #######
                                     Center
  185       03-0812603       GCM     Crossroads               SF             No           3,144,186   Fee Simple   #######
                                     Professional
                                     Building
  187       HHCC0064         GCM     Fran Murphy              SF             No           3,044,546   Fee Simple   #######
                                     Building
  188       03-0810412       GCM     Walgreen's -             SF             No           3,006,951   Fee Simple   #######
                                     South
                                     Medford
  189       03-0810210       GCM     Sav-on and               SF             No           2,994,591   Fee Simple   #######
                                     Carl's Jr.
  192       10896            GCM     Weatherbridge            SF             No           2,842,834   Fee Simple   #######
                                     Center Buildings
                                     II and III
  194       9.904E+09        GCM     1201 Sharp Street        SF             No           2,758,740   Part Fee     #######
                                                                                                      Simple &
                                                                                                      Part
                                                                                                      Leasehold
  197       03-0810241       GCM     Redondo Tower          Units            No           2,592,863   Fee Simple   #######
                                     Apartments
  203       9.906E+09        GCM     Pioneer Point          Units            No           2,458,055   Fee Simple   #######
                                     Apartments
  206       2E+10            GCM     6396, 6392, 6372         SF             No           2,415,404   Leasehold    #######
                                     McLeod Drive
  210       03-0812016       GCM     Summit/Breckenridge    Units            No           2,381,344   Fee Simple   #######
                                     Apartments
  211       HHCC0063         GCM     Peppertree             Units            No           2,363,874   Fee Simple   #######
                                     Apartments
  212       03-0812031       GCM     Hillmount              Units            No           2,349,601   Fee Simple   #######
                                     Apartments
  216       03-0812030       GCM     Oakwood Manor          Units            No           2,230,130   Fee Simple   #######
                                     Apartments
  217       03-0812602       GCM     Woodbend               Units            No           2,181,165   Fee Simple   #######
                                     Apartments
  221       03-0810254       GCM     U-Stor Chambers          SF             No           2,071,653   Fee Simple   #######
                                     Self-Storage
  222       03-0810218       GCM     9925-9929                SF             No           1,995,327   Fee Simple   #######
                                     Jefferson
                                     Boulevard
  226       03-0810232       GCM     Oro Valley Self          SF             No           1,716,954   Fee Simple   #######
                                     Storage
  231       03-0812045a      GCM     Senate Place           Units         Yes (G2)        1,556,107   Fee Simple   885,000
                                     Apartments
  232       03-0812045b      GCM     Eastfield              Units         Yes (G2)        1,556,107   Fee Simple   675,000
                                     Townhouses


  242       2.001E+10        GCM     6380 McLeod              SF             No           1,402,676   Leasehold    #######
                                     Drive
  250       03-0810220       GCM     6668 Owens Drive         SF             No           1,245,346   Fee Simple   #######
  251       2.001E+10        GCM     6320 - 6330              SF             No           1,239,024   Leasehold    #######
                                     McLeod Drive
  252       03-0810627       GCM     Rite Aid -               SF             No           1,152,649   Fee Simple   #######
                                     Hillside
  258       03-0810237       GCM     Nogales Self             SF             No           1,077,461   Fee Simple   #######
                                     Storage

  259       03-0810238       GCM     Glendale West            SF             No           1,047,532   Fee Simple   #######
                                     Self
                                     Storage
  263       03-0810661       GCM     Airport Business         SF             No             988,054   Fee Simple   #######
                                     Center
</TABLE>

<TABLE>
<CAPTION>
                                                                                     INTEREST
CONTROL       LOAN         ORIGI-          LOAN /            MORTGAGE      RATE       ACCRUAL       LOAN         NOTE
NUMBER       NUMBER        NATOR       PROPERTY NAME           RATE        TYPE        METHOD       TYPE         DATE
-----------------------------------------------------------------------------------------------------------------------
<S>         <C>            <C>         <C>                   <C>          <C>        <C>           <C>         <C>
  161       03-0810225        GCM      Union Landing         7.7700%      Fixed      Actual/360    Balloon     04/24/00
                                       Retail Center
  162       03-0810251        GCM      Briarwood             7.6900%      Fixed      Actual/360    Balloon     09/25/00
                                       Apartments
  164       03-0810191        GCM      Conquistador          8.1100%      Fixed      Actual/360    Balloon     07/28/99
                                       Apartments
  165       11432             GCM      Greenhill             8.3200%      Fixed      Actual/360    Balloon     09/21/00
                                       Corporate
                                       Center
  166       03-0812034        GCM      Northridge            7.9800%      Fixed      Actual/360    Balloon     05/03/00
                                       Apartments
  167       03-0812035        GCM      Red Coach             7.9800%      Fixed      Actual/360    Balloon     04/12/00
                                       Village
                                       Apartments
  170       03-0812036        GCM      The Trane             8.4400%      Fixed      Actual/360    Balloon     04/27/00
                                       Company
                                       Building
  177       03-0812019        GCM      Wythe Shopping        8.3500%      Fixed      Actual/360    Balloon     03/30/00
                                       Center
  180       03-0812029        GCM      801 West              8.9900%      Fixed      Actual/360    Balloon     05/18/00
                                       Diversey
                                       Parkway
  181       9.91E+09          GCM      Lafayette             8.1200%      Fixed      Actual/360    Balloon     02/25/00
                                       Business
                                       Park
  182       11573             GCM      Arrow Business        8.3600%      Fixed      Actual/360    Balloon     09/28/00
                                       Center
  185       03-0812603        GCM      Crossroads            8.1100%      Fixed      Actual/360    Balloon     09/07/00
                                       Professional
                                       Building
  187       HHCC0064          GCM      Fran Murphy           8.2700%      Fixed      Actual/360    Balloon     09/18/00
                                       Building
  188       03-0810412        GCM      Walgreen's -          8.2300%      Fixed      Actual/360    Balloon     10/02/00
                                       South
                                       Medford
  189       03-0810210        GCM      Sav-on and            8.0000%      Fixed      Actual/360    Balloon     08/31/00
                                       Carl's Jr.
  192       10896             GCM      Weatherbridge         8.6900%      Fixed      Actual/360  Full Amort    07/12/00
                                       Center
                                       Buildings II
                                       and III
  194       9.904E+09         GCM      1201 Sharp            8.3900%      Fixed      Actual/360    Balloon     12/10/99
                                       Street
  197       03-0810241        GCM      Redondo Tower         7.9700%      Fixed      Actual/360    Balloon     06/27/00
                                       Apartments
  203       9.906E+09         GCM      Pioneer Point         8.4200%      Fixed      Actual/360    Balloon     06/24/99
                                       Apartments
  206       2E+10             GCM      6396, 6392,           8.5400%      Fixed      Actual/360    Balloon     03/02/00
                                       6372
                                       McLeod Drive
  210       03-0812016        GCM      Summit/Breckenridge   8.4900%      Fixed      Actual/360    Balloon     02/10/00
                                       Apartments
  211       HHCC0063          GCM      Peppertree            8.1800%      Fixed      Actual/360    Balloon     06/08/00
                                       Apartments
  212       03-0812031        GCM      Hillmount             8.1500%      Fixed      Actual/360    Balloon     03/31/00
                                       Apartments
  216       03-0812030        GCM      Oakwood Manor         8.1500%      Fixed      Actual/360    Balloon     03/31/00
                                       Apartments
  217       03-0812602        GCM      Woodbend              8.1100%      Fixed      Actual/360    Balloon     08/14/00
                                       Apartments
  221       03-0810254        GCM      U-Stor                8.4500%      Fixed      Actual/360    Balloon     08/02/00
                                       Chambers
                                       Self-Storage
  222       03-0810218        GCM      9925-9929             8.5200%      Fixed      Actual/360    Balloon     06/09/00
                                       Jefferson
                                       Boulevard
  226       03-0810232        GCM      Oro Valley            8.5000%      Fixed      Actual/360    Balloon     06/07/00
                                       Self
                                       Storage
  231       03-0812045a       GCM      Senate Place          8.3000%      Fixed      Actual/360    Balloon     06/15/00
                                       Apartments
  232       03-0812045b       GCM      Eastfield             8.3000%      Fixed      Actual/360    Balloon     06/15/00
                                       Townhouses
  242       2.001E+10         GCM      6380 McLeod           8.3500%      Fixed      Actual/360    Balloon     08/07/00
                                       Drive
  250       03-0810220        GCM      6668 Owens            8.1500%      Fixed      Actual/360    Balloon     04/17/00
                                       Drive
  251       2.001E+10         GCM      6320 - 6330           8.7200%      Fixed      Actual/360    Balloon     06/01/00
                                       McLeod Drive
  252       03-0810627        GCM      Rite Aid -            8.5900%      Fixed      Actual/360  Full Amort    05/26/99
                                       Hillside
  258       03-0810237        GCM      Nogales Self          8.5000%      Fixed      Actual/360    Balloon     06/07/00
                                       Storage
  259       03-0810238        GCM      Glendale West         8.5000%      Fixed      Actual/360    Balloon     06/07/00
                                       Self
                                       Storage
  263       03-0810661        GCM      Airport            8. 7200%      Fixed      Actual/360    Balloon     09/30/99
                                       Business
                                       Center
</TABLE>

<TABLE>
<CAPTION>
                                                                                      ANTICI-                              ORIGINAL
                                                                                       PATED      SCHED-     MONTHLY        TERM TO
                                                                                      REPAY-       ULED        DEBT       MATURITY /
CONTROL       LOAN           ORIGI-        LOAN /            CONTROL       LOAN        MENT      MATURITY    SERVICE          ARD
NUMBER       NUMBER          NATOR     PROPERTY NAME         NUMBER       NUMBER       DATE        DATE      PAYMENT       (MONTHS)
---------------------------------------------------------    -----------------------------------------------------------------------
<S>         <C>              <C>       <C>                   <C>        <C>           <C>        <C>         <C>          <C>
  161       03-0810225        GCM      Union Landing           161      03-0810225     NAP       #######     30,506.28       120
                                       Retail Center
  162       03-0810251        GCM      Briarwood               162      03-0810251     NAP       #######     29,915.36       120
                                       Apartments
  164       03-0810191        GCM      Conquistador            164      03-0810191     NAP       #######     31,140.79       120
                                       Apartments
  165       11432             GCM      Greenhill               165      11432          NAP       #######     30,958.56       120
                                       Corporate
                                       Center
  166       03-0812034        GCM      Northridge              166      03-0812034     NAP       #######     30,027.20       120
                                       Apartments
  167       03-0812035        GCM      Red Coach               167      03-0812035     NAP       #######     30,027.20       120
                                       Village
                                       Apartments
  170       03-0812036        GCM      The Trane               170      03-0812036     NAP       #######     29,883.12       120
                                       Company
                                       Building
  177       03-0812019        GCM      Wythe Shopping          177      03-0812019     NAP       #######     27,640.34       120
                                       Center
  180       03-0812029        GCM      801 West                180      03-0812029     NAP       #######     27,332.71       120
                                       Diversey
                                       Parkway
  181       9.91E+09          GCM      Lafayette               181      9.91E+09       NAP       #######     25,233.00       120
                                       Business
                                       Park
  182       11573             GCM      Arrow Business          182      11573          NAP       #######     24,667.94       120
                                       Center
  185       03-0812603        GCM      Crossroads              185      03-0812603     NAP       #######     24,542.19       120
                                       Professional
                                       Building
  187       HHCC0064          GCM      Fran Murphy             187      HHCC0064       NAP       #######     24,088.51       120
                                       Building
  188       03-0810412        GCM      Walgreen's -            188      03-0810412     NAP       #######     23,692.13       120
                                       South
                                       Medford
  189       03-0810210        GCM      Sav-on and              189      03-0810210     NAP       #######     22,012.94       120
                                       Carl's Jr.
  192       10896             GCM      Weatherbridge           192      10896          NAP       #######     28,612.45       180
                                       Center
                                       Buildings II
                                       and III
  194       9.904E+09         GCM      1201 Sharp              194      9.904E+09      NAP       #######     21,121.39       120
                                       Street
  197       03-0810241        GCM      Redondo Tower           197      03-0810241     NAP       #######     19,023.53       120
                                       Apartments
  203       9.906E+09         GCM      Pioneer Point           203      9.906E+09      NAP       #######     18,928.68       120
                                       Apartments
  206       2E+10             GCM      6396, 6392,             206      2E+10          NAP       #######     18,715.00       120
                                       6372
                                       McLeod Drive
  210       03-0812016        GCM      Summit/Breckenridge     210      03-0812016     NAP       #######     19,309.28       120
                                       Apartments
  211       HHCC0063          GCM      Peppertree              211      HHCC0063       NAP       #######     17,688.52       120
                                       Apartments
  212       03-0812031        GCM      Hillmount               212      03-0812031     NAP       #######     17,564.26       120
                                       Apartments
  216       03-0812030        GCM      Oakwood Manor           216      03-0812030     NAP       #######     16,671.16       120
                                       Apartments
  217       03-0812602        GCM      Woodbend                217      03-0812602     NAP       #######     16,200.62       120
                                       Apartments
  221       03-0810254        GCM      U-Stor                  221      03-0810254     NAP       #######     15,881.48       120
                                       Chambers
                                       Self-Storage
  222       03-0810218        GCM      9925-9929               222      03-0810218     NAP       #######     15,406.63       120
                                       Jefferson
                                       Boulevard
  226       03-0810232        GCM      Oro Valley              226      03-0810232     NAP       #######     13,233.00       120
                                       Self
                                       Storage
  231       03-0812045a       GCM      Senate Place            231      03-0812045a    NAP       #######      6,679.84       120
                                       Apartments
  232       03-0812045b       GCM      Eastfield               232      03-0812045b    NAP       #######      5,094.80       120
                                       Townhouses
  242       2.001E+10         GCM      6380 McLeod             242      2.001E+10      NAP       #######     10,654.23       120
                                       Drive
  250       03-0810220        GCM      6668 Owens              250      03-0810220     NAP       #######      9,303.10       120
                                       Drive
  251       2.001E+10         GCM      6320 - 6330             251      2.001E+10      NAP       #######      9,748.14       120
                                       McLeod Drive
  252       03-0810627        GCM      Rite Aid -              252      03-0810627     NAP       #######     11,204.99       204
                                       Hillside
  258       03-0810237        GCM      Nogales Self            258      03-0810237     NAP       #######      8,304.27       120
                                       Storage
  259       03-0810238        GCM      Glendale West           259      03-0810238     NAP       #######      8,073.59       120
                                       Self
                                       Storage
  263       03-0810661        GCM      Airport                 263      03-0810661     NAP       #######      8,201.06       120
                                       Business
                                       Center
</TABLE>

<TABLE>
<CAPTION>
                                                                                      REMAIN-       STATED
                                                               STATED                 ING TERM    REMAINING
                                                              ORIGINAL                   TO         AMORT-                  LOAN
                                                            AMORTIZATION              MATURITY     IZATION    CUT-OFF     BALANCE
CONTROL       LOAN           ORIGI-        LOAN /               TERM      SEASONING    / ARD         TERM      DATE     AT MATURITY
NUMBER       NUMBER          NATOR     PROPERTY NAME          (MONTHS)    (MONTHS)    (MONTHS)     (MONTHS)   BALANCE      /ARD
---------------------------------------------------------   ------------------------------------------------------------------------
<S>         <C>              <C>       <C>                  <C>           <C>         <C>         <C>         <C>       <C>
  161       03-0810225        GCM      Union Landing            360           7         113          353      #######   3,780,072.41
                                       Retail Center
  162       03-0810251        GCM      Briarwood                360           2         118          358      #######   3,727,310.33
                                       Apartments
  164       03-0810191        GCM      Conquistador             360          16         104          344      #######   3,767,153.50
                                       Apartments
  165       11432             GCM      Greenhill                360           2         118          358      #######   3,688,122.92
                                       Corporate
                                       Center
  166       03-0812034        GCM      Northridge               360           6         114          354      #######   3,664,543.96
                                       Apartments
  167       03-0812035        GCM      Red Coach                360           7         113          353      #######   3,665,231.99
                                       Village
                                       Apartments
  170       03-0812036        GCM      The Trane                360           7         113          353      #######   3,531,334.99
                                       Company
                                       Building
  177       03-0812019        GCM      Wythe Shopping           360           8         112          352      #######   3,286,374.38
                                       Center
  180       03-0812029        GCM      801 West                 360           6         114          354      #######   3,109,240.20
                                       Diversey
                                       Parkway
  181       9.91E+09          GCM      Lafayette                360           9         111          351      #######   3,049,717.75
                                       Business
                                       Park
  182       11573             GCM      Arrow Business           360           2         118          358      #######   2,930,489.34
                                       Center
  185       03-0812603        GCM      Crossroads               300           2         118          298      #######   2,604,013.03
                                       Professional
                                       Building
  187       HHCC0064          GCM      Fran Murphy              300           2         118          298      #######   2,532,797.86
                                       Building
  188       03-0810412        GCM      Walgreen's -             300           1         119          299      #######   2,496,191.64
                                       South
                                       Medford
  189       03-0810210        GCM      Sav-on and               360           3         117          357      #######   2,682,025.64
                                       Carl's Jr.
  192       10896             GCM      Weatherbridge            180           4         176          176      #######      79,398.11
                                       Center
                                       Buildings II
                                       and III
  194       9.904E+09         GCM      1201 Sharp               360          11         109          349      #######   2,504,565.71
                                       Street
  197       03-0810241        GCM      Redondo Tower            360           5         115          355      #######   2,323,637.96
                                       Apartments
  203       9.906E+09         GCM      Pioneer Point            360          17         103          343      #######   2,240,961.00
                                       Apartments
  206       2E+10             GCM      6396, 6392,              360           8         112          352      #######   2,195,870.09
                                       6372
                                       McLeod Drive
  210       03-0812016        GCM      Summit/Breckenridge      300           9         111          291      #######   2,006,116.70
                                       Apartments
  211       HHCC0063          GCM      Peppertree               360           5         115          355      #######   2,128,644.62
                                       Apartments
  212       03-0812031        GCM      Hillmount                360           8         112          352      #######   2,117,943.65
                                       Apartments
  216       03-0812030        GCM      Oakwood Manor            360           8         112          352      #######   2,010,251.98
                                       Apartments
  217       03-0812602        GCM      Woodbend                 360           3         117          357      #######   1,958,494.26
                                       Apartments
  221       03-0810254        GCM      U-Stor                   360           3         117          357      #######   1,874,548.25
                                       Chambers
                                       Self-Storage
  222       03-0810218        GCM      9925-9929                360           5         115          355      #######   1,810,431.58
                                       Jefferson
                                       Boulevard
  226       03-0810232        GCM      Oro Valley               360           5         115          355      #######   1,557,172.19
                                       Self
                                       Storage
  231       03-0812045a       GCM      Senate Place             360           5         115          355      #######     797,097.02
                                       Apartments
  232       03-0812045b       GCM      Eastfield                360           5         115          355      #######     607,954.09
                                       Townhouses
  242       2.001E+10         GCM      6380 McLeod              360           3         117          357      #######   1,266,383.15
                                       Drive
  250       03-0810220        GCM      6668 Owens               360           7         113          353      #######   1,121,963.01
                                       Drive
  251       2.001E+10         GCM      6320 - 6330              360           6         114          354      #######   1,129,578.61
                                       McLeod Drive
  252       03-0810627        GCM      Rite Aid -               204          18         186          186      #######      43,283.61
                                       Hillside
  258       03-0810237        GCM      Nogales Self             360           5         115          355      #######     977,190.19
                                       Storage
  259       03-0810238        GCM      Glendale West            360           5         115          355      #######     950,047.13
                                       Self
                                       Storage
  263       03-0810661        GCM      Airport                  300          14         106          286      #######     841,317.63
                                       Business
                                       Center
</TABLE>

<TABLE>
<CAPTION>
                                                                                           YIELD        YIELD
                                                                                          MAINTEN-    MAINTEN-    PREPAY-    PREPAY-
                                                                                            ANCE        ANCE        MENT      MENT
                                                                                           PERIOD      PERIOD     PENALTY    PENALTY
CONTROL       LOAN           ORIGI-        LOAN /                DEFEASE     DEFEASE       START         END       START       END
NUMBER       NUMBER          NATOR     PROPERTY NAME            START DATE   END DATE       DATE        DATE        DATE      DATE
---------------------------------------------------------   ------------------------------------------------------------------------
<S>         <C>              <C>       <C>                      <C>          <C>          <C>         <C>         <C>        <C>
  161       03-0810225        GCM      Union Landing            01/01/03     01/31/10       NAP          NAP        NAP        NAP
                                       Retail Center
  162       03-0810251        GCM      Briarwood                01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Apartments
  164       03-0810191        GCM      Conquistador             01/01/03     04/30/09       NAP          NAP        NAP        NAP
                                       Apartments
  165       11432             GCM      Greenhill                01/01/03     06/30/10       NAP          NAP        NAP        NAP
                                       Corporate
                                       Center
  166       03-0812034        GCM      Northridge               01/01/03     02/28/10       NAP          NAP        NAP        NAP
                                       Apartments
  167       03-0812035        GCM      Red Coach                01/01/03     01/31/10       NAP          NAP        NAP        NAP
                                       Village
                                       Apartments
  170       03-0812036        GCM      The Trane                01/01/03     01/31/10       NAP          NAP        NAP        NAP
                                       Company
                                       Building
  177       03-0812019        GCM      Wythe Shopping           01/01/03     12/31/09       NAP          NAP        NAP        NAP
                                       Center
  180       03-0812029        GCM      801 West                 01/01/03     02/28/10       NAP          NAP        NAP        NAP
                                       Diversey
                                       Parkway
  181       9.91E+09          GCM      Lafayette                01/01/03     11/30/09       NAP          NAP        NAP        NAP
                                       Business
                                       Park
  182       11573             GCM      Arrow Business           01/01/03     06/30/10       NAP          NAP        NAP        NAP
                                       Center
  185       03-0812603        GCM      Crossroads               01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Professional
                                       Building
  187       HHCC0064          GCM      Fran Murphy              01/01/03     06/30/10       NAP          NAP        NAP        NAP
                                       Building
  188       03-0810412        GCM      Walgreen's -             01/01/03     07/31/10       NAP          NAP        NAP        NAP
                                       South
                                       Medford
  189       03-0810210        GCM      Sav-on and               01/01/03     05/31/10       NAP          NAP        NAP        NAP
                                       Carl's Jr.
  192       10896             GCM      Weatherbridge            01/01/03     04/30/15       NAP          NAP        NAP        NAP
                                       Center
                                       Buildings II
                                       and III
  194       9.904E+09         GCM      1201 Sharp               01/01/03     09/30/09       NAP          NAP        NAP        NAP
                                       Street
  197       03-0810241        GCM      Redondo Tower            01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Apartments
  203       9.906E+09         GCM      Pioneer Point            01/01/03     06/30/09       NAP          NAP        NAP        NAP
                                       Apartments
  206       2E+10             GCM      6396, 6392,              01/01/03     12/31/09       NAP          NAP        NAP        NAP
                                       6372
                                       McLeod Drive
  210       03-0812016        GCM      Summit/Breckenridge      01/01/03     11/30/09       NAP          NAP        NAP        NAP
                                       Apartments
  211       HHCC0063          GCM      Peppertree               01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Apartments
  212       03-0812031        GCM      Hillmount                01/01/03     12/31/09       NAP          NAP        NAP        NAP
                                       Apartments
  216       03-0812030        GCM      Oakwood Manor            01/01/03     12/31/09       NAP          NAP        NAP        NAP
                                       Apartments
  217       03-0812602        GCM      Woodbend                 01/01/03     02/28/10       NAP          NAP        NAP        NAP
                                       Apartments
  221       03-0810254        GCM      U-Stor                   01/01/03     05/31/10       NAP          NAP        NAP        NAP
                                       Chambers
                                       Self-Storage
  222       03-0810218        GCM      9925-9929                01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Jefferson
                                       Boulevard
  226       03-0810232        GCM      Oro Valley               01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Self
                                       Storage
  231       03-0812045a       GCM      Senate Place             01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Apartments
  232       03-0812045b       GCM      Eastfield                01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Townhouses
  242       2.001E+10         GCM      6380 McLeod              01/01/03     05/31/10       NAP          NAP        NAP        NAP
                                       Drive
  250       03-0810220        GCM      6668 Owens               01/01/03     01/31/10       NAP          NAP        NAP        NAP
                                       Drive
  251       2.001E+10         GCM      6320 - 6330              01/01/03     02/28/10       NAP          NAP        NAP        NAP
                                       McLeod Drive
  252       03-0810627        GCM      Rite Aid -               01/01/03     02/29/16       NAP          NAP        NAP        NAP
                                       Hillside
  258       03-0810237        GCM      Nogales Self             01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Storage
  259       03-0810238        GCM      Glendale West            01/01/03     03/31/10       NAP          NAP        NAP        NAP
                                       Self
                                       Storage
  263       03-0810661        GCM      Airport                  01/01/03     06/30/09       NAP          NAP        NAP        NAP
                                       Business
                                       Center
</TABLE>

<TABLE>
<CAPTION>
                                                                  YIELD        YIELD
                                                               MAINTENANCE  MAINTENANCE   MASTER
CONTROL       LOAN           ORIGI-        LOAN /              CALCULATION    INTEREST   SERVICING
NUMBER       NUMBER          NATOR     PROPERTY NAME              METHOD        RATE     FEE RATE
---------------------------------------------------------      -----------------------------------
<S>         <C>              <C>       <C>                     <C>          <C>          <C>
  161       03-0810225        GCM      Union Landing               NAP          NAP       0.0200%
                                       Retail Center
  162       03-0810251        GCM      Briarwood                   NAP          NAP       0.0200%
                                       Apartments
  164       03-0810191        GCM      Conquistador                NAP          NAP       0.0200%
                                       Apartments
  165       11432             GCM      Greenhill                   NAP          NAP       0.0200%
                                       Corporate
                                       Center
  166       03-0812034        GCM      Northridge                  NAP          NAP       0.0200%
                                       Apartments
  167       03-0812035        GCM      Red Coach                   NAP          NAP       0.0200%
                                       Village
                                       Apartments
  170       03-0812036        GCM      The Trane                   NAP          NAP       0.0200%
                                       Company
                                       Building
  177       03-0812019        GCM      Wythe Shopping              NAP          NAP       0.0200%
                                       Center
  180       03-0812029        GCM      801 West                    NAP          NAP       0.0200%
                                       Diversey
                                       Parkway
  181       9.91E+09          GCM      Lafayette                   NAP          NAP       0.0200%
                                       Business
                                       Park
  182       11573             GCM      Arrow Business              NAP          NAP       0.0200%
                                       Center
  185       03-0812603        GCM      Crossroads                  NAP          NAP       0.0200%
                                       Professional
                                       Building
  187       HHCC0064          GCM      Fran Murphy                 NAP          NAP       0.0200%
                                       Building
  188       03-0810412        GCM      Walgreen's -                NAP          NAP       0.0200%
                                       South
                                       Medford
  189       03-0810210        GCM      Sav-on and                  NAP          NAP       0.0200%
                                       Carl's Jr.
  192       10896             GCM      Weatherbridge               NAP          NAP       0.0200%
                                       Center
                                       Buildings II
                                       and III
  194       9.904E+09         GCM      1201 Sharp                  NAP          NAP       0.0200%
                                       Street
  197       03-0810241        GCM      Redondo Tower               NAP          NAP       0.0200%
                                       Apartments
  203       9.906E+09         GCM      Pioneer Point               NAP          NAP       0.0200%
                                       Apartments
  206       2E+10             GCM      6396, 6392,                 NAP          NAP       0.0200%
                                       6372
                                       McLeod Drive
  210       03-0812016        GCM      Summit/Breckenridge         NAP          NAP       0.0200%
                                       Apartments
  211       HHCC0063          GCM      Peppertree                  NAP          NAP       0.0200%
                                       Apartments
  212       03-0812031        GCM      Hillmount                   NAP          NAP       0.0200%
                                       Apartments
  216       03-0812030        GCM      Oakwood Manor               NAP          NAP       0.0200%
                                       Apartments
  217       03-0812602        GCM      Woodbend                    NAP          NAP       0.0200%
                                       Apartments
  221       03-0810254        GCM      U-Stor                      NAP          NAP       0.0200%
                                       Chambers
                                       Self-Storage
  222       03-0810218        GCM      9925-9929                   NAP          NAP       0.0200%
                                       Jefferson
                                       Boulevard
  226       03-0810232        GCM      Oro Valley                  NAP          NAP       0.0200%
                                       Self
                                       Storage
  231       03-0812045a       GCM      Senate Place                NAP          NAP       0.0200%
                                       Apartments
  232       03-0812045b       GCM      Eastfield                   NAP          NAP       0.0200%
                                       Townhouses
  242       2.001E+10         GCM      6380 McLeod                 NAP          NAP       0.0200%
                                       Drive
  250       03-0810220        GCM      6668 Owens                  NAP          NAP       0.0200%
                                       Drive
  251       2.001E+10         GCM      6320 - 6330                 NAP          NAP       0.0200%
                                       McLeod Drive
  252       03-0810627        GCM      Rite Aid -                  NAP          NAP       0.0200%
                                       Hillside
  258       03-0810237        GCM      Nogales Self                NAP          NAP       0.0200%
                                       Storage
  259       03-0810238        GCM      Glendale West               NAP          NAP       0.0200%
                                       Self
                                       Storage
  263       03-0810661        GCM      Airport                     NAP          NAP       0.0200%
                                       Business
                                       Center
</TABLE>


                                       2
<PAGE>   293
                                  EXHIBIT B-1C


                         SCHEDULE OF AMCC MORTGAGE LOANS


                             [See Attached Schedule]


                                     B-1C-1
<PAGE>   294
<TABLE>
<CAPTION>
                                                                                                                            PROP-
                                                                                                                             ERTY
                                                                                                                             SIZE
CONTROL        LOAN        ORIGI-          LOAN /               PROPERTY                               ZIP      PROPERTY     UNIT
 NUMBER      NUMBER        NATOR       PROPERTY NAME            ADDRESS            CITY      STATE     CODE       SIZE       TYPE
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>              <C>       <C>                   <C>                 <C>           <C>      <C>       <C>         <C>
  136     010-00000598      AMCC     Telex Building        12000 Portland      Burnsville     MN      55337       114,100     SF
                                                           Avenue South
  137     020-00000065      AMCC     Charnelton Place      151 West Seventh    Eugene         OR      97401        57,410     SF
                                     Office Building       Avenue
  168     010-00000563      AMCC     K-Mart Shopping       1901 East           Savannah       GA      31404       111,043     SF
                                     Center - Savannah     Victory Drive
  172     010-00000561      AMCC     K-Mart Shopping       1508 Gallatin       Madison        TN      37115       103,482     SF
                                     Center -              Road
                                     Nashville
  173     010-00000540      AMCC     2150 Joshua's         2150 Joshua's       Hauppauge      NY      11788        47,849     SF
                                     Path                  Path
  174     010-00000501      AMCC     Ver-Sa-Til            18400 West 77th     Chanhassen     MN      55317       107,795     SF
                                                           Street
  178     010-00000467      AMCC     Pencader              110 Lake Drive      Newark         DE      19702        79,184     SF
                                     Corporate Center
  184     010-00000542      AMCC     Cedar Marketplace     14638 & 14658       Apple          MN      55124        26,887     SF
                                                           Cedar Avenue        Valley
                                                           South
  190     010-00000595      AMCC     The Shops at          494-538 Enon        Smyrna         TN      37167        32,000     SF
                                     Enon Springs          Springs Road
                                                           East
  191     010-00000617      AMCC     Sierra Heartland      1994 Shaw Avenue    Clovis         CA      93611            60   Units
                                     Senior Apartments
  195     010-00000612      AMCC     RPS Warehouse         95 Broderick        Colonie        NY      12205        63,633     SF
                                                           Street Extension
  196     010-00000583      AMCC     755 & 775 Fiero       755 & 775 Fiero     San Luis       CA      93401        43,896     SF
                                     Lane                  Lane                Obispo
  198     010-00000519      AMCC     Plaza II Office       1200 Chesterly      Yakima         WA      98902        30,680     SF
                                     Building              Drive
  200     010-00000393      AMCC     Carriage House        4700 South Cliff    Sioux Falls    SD      57103            30   Units
                                     Apartment             Avenue
                                      - Sioux Falls
  201     010-00000394      AMCC     Carriage House        1511 8th Street     Brookings      SD      57006            25   Units
                                     Apartment             South
                                      - Brookings
  202     010-00000392      AMCC     Carriage House        1300 North          Pierre         SD      57501            25   Units
                                     Apartment             Harrison Avenue
                                      - Pierre
  204     010-00000634      AMCC     CVS Harper Center     23975-24001         St. Clair      MI      48080        24,662     SF
                                                           Harper Avenue       Shores
  213     010-00000594      AMCC     1500 Renaissance      1500 Renaissance    Albuquerque    NM      87107        36,435     SF
                                     Building              Boulevard N.E.
  214     010-00000623      AMCC     Etinuum Office        1001 East Main      Yukon          OK      73099        35,501     SF
                                     Building              Street
  215     020-00000061      AMCC     DHR Office            315 South           Oregon City    OR      97045        32,952     SF
                                     Building              Beavercreek Road
  218     010-00000494      AMCC     Warminster            318-356 Old York    Warminster     PA      18974        28,390     SF
                                     Shopping Center       Road
  219     010-00000276      AMCC     PBR II                738-746 West        Costa Mesa     CA      92627        28,996     SF
                                                           17th Street
  220     010-00000260      AMCC     PBR I                 1638 Placentia      Costa Mesa     CA      92626        26,163     SF
                                                           Avenue
  223     010-00000470      AMCC     810-812 Fiero         810-812 Fiero       San Luis       CA      93401        31,682     SF
                                     Lane                  Lane                Obispo
  224     010-00000568      AMCC     Lab Corp of           212 Cherry Lane     New Castle     DE      19720        26,800     SF
                                     America                                   Hundred
  227     010-00000620      AMCC     Hillcrest             18200 Georgia       Olney          MD      20832        19,233     SF
                                     Retail/Office         Avenue
                                     Shopping Center
  228     010-00000459      AMCC     Cain Drive            66 to 126 Cain      Brentwood      NY      11717        49,600     SF
                                     Warehouses            Drive
  230     010-00000442      AMCC     Macy Building         145-155 North       Sunnyvale      CA      94086        21,410     SF
                                                           Wolfe Road
  234     010-00000507      AMCC     The Culver            10811 Washington    Culver City    CA      90232        22,849     SF
                                     Building              Boulevard
  235     010-00000491      AMCC     Harvard               4415 South          Tulsa          OK      74135        30,879     SF
                                     Physicians            Harvard Avenue
                                     Building
  236     010-00000299      AMCC     Lyon Street           1620-1640 East      Santa Ana      CA      92702        19,035     SF
                                     Retail                1st Street
  237     010-00000360      AMCC     350 Newton            350 Newton          Oakland        CA      94606            42   Units
                                     Avenue Apartments     Avenue
  238     010-00000522      AMCC     Solar Gardens         3600 & 3610 East    Sioux Falls    SD      57103            60   Units
                                                           Sixth Street
  239     010-00000291      AMCC     Quality Suites        5251 San Antonio    Albuquerque    NM      87109            69   Rooms
                                     Albuquerque           Drive NE
  240     010-00000603      AMCC     Springville           786 West 1200       Springville    UT      84663        34,500     SF
                                     Corners               North
  241     010-00000325      AMCC     224-234 East          224-234 East        Westfield      NJ      07090         9,188     SF
                                     Broad Street          Broad Street
  243     010-00000219      AMCC     Black Mountain        9625 Black          San Diego      CA      92126        34,855     SF
                                     Point Office          Mountain Road
                                     Building
  244     010-00000627      AMCC     Waste Management      8111 1st Avenue     Seattle        WA      98108        20,000     SF
                                     Building              South
  245     010-00000551      AMCC     Silver Lake Plaza     291 West            Coeur          ID      83814        16,584     SF
                                                           Canfield Avenue     D'Alene
  246     010-00000533      AMCC     Checkmate             4755 & 4735         Las Vegas      NV      89109            51   Units
                                     Apartments            Deckow Lane
  247     010-00000626      AMCC     Creekside Center      3940-3958           Nashville      TN      37218        14,800     SF
                                                           Clarksville
                                                           Highway
</TABLE>

<TABLE>
<CAPTION>
                                                                              CROSS
                                                                            COLLATER-
                                                                             ALIZED
                                                                            MORTGAGE
                                                               CROSS       LOAN GROUP
                                                             COLLATER-      AGGREGATE
                                                              ALIZED         CUT-OFF     OWNER
CONTROL        LOAN        ORIGI-          LOAN /            (MORTGAGE        DATE       -SHIP         ORIGINAL      MORTGAGE
 NUMBER      NUMBER        NATOR       PROPERTY NAME        LOAN GROUP)      BALANCE    INTEREST       BALANCE         RATE
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>              <C>       <C>                    <C>            <C>          <C>            <C>          <C>
  136     010-00000598      AMCC     Telex Building             No          6,781,144   Fee Simple     6,800,000     8.7500%

  137     020-00000065      AMCC     Charnelton Place           No          6,709,489   Fee Simple     6,750,000     8.3000%
                                     Office Building
  168     010-00000563      AMCC     K-Mart Shopping            No          4,064,239   Fee Simple     4,090,446     8.0500%
                                     Center - Savannah
  172     010-00000561      AMCC     K-Mart Shopping            No          3,815,939   Fee Simple     3,840,545     8.0500%
                                     Center -
                                     Nashville
  173     010-00000540      AMCC     2150 Joshua's              No          3,773,850   Fee Simple     3,800,000     8.0500%
                                     Path
  174     010-00000501      AMCC     Ver-Sa-Til                 No          3,711,532   Fee Simple     3,750,000     7.8750%

  178     010-00000467      AMCC     Pencader                   No          3,603,874   Fee Simple     3,640,000     8.0000%
                                     Corporate Center
  184     010-00000542      AMCC     Cedar Marketplace          No          3,175,358   Fee Simple     3,200,000     8.0000%


  190     010-00000595      AMCC     The Shops at               No          2,884,068   Fee Simple     2,895,000     8.1000%
                                     Enon Springs

  191     010-00000617      AMCC     Sierra Heartland           No          2,843,557   Fee Simple     2,850,000     8.0000%
                                     Senior Apartments
  195     010-00000612      AMCC     RPS Warehouse              No          2,694,185   Fee Simple     2,700,000     8.1800%

  196     010-00000583      AMCC     755 & 775 Fiero            No          2,688,987   Fee Simple     2,700,000     8.7500%
                                     Lane
  198     010-00000519      AMCC     Plaza II Office            No          2,561,222   Fee Simple     2,600,000     8.0000%
                                     Building
  200     010-00000393      AMCC     Carriage House          Yes (A6)       2,524,342   Fee Simple     1,100,000     7.5000%
                                     Apartment
                                      - Sioux Falls
  201     010-00000394      AMCC     Carriage House          Yes (A6)       2,524,342   Fee Simple       835,000     7.5000%
                                     Apartment
                                      - Brookings
  202     010-00000392      AMCC     Carriage House          Yes (A6)       2,524,342   Fee Simple       690,000     7.5000%
                                     Apartment
                                      - Pierre
  204     010-00000634      AMCC     CVS Harper Center          No          2,448,406   Fee Simple     2,450,000     8.1500%

  213     010-00000594      AMCC     1500 Renaissance           No          2,292,601   Fee Simple     2,300,000     8.6500%
                                     Building
  214     010-00000623      AMCC     Etinuum Office             No          2,273,697   Fee Simple     2,275,000     8.7700%
                                     Building
  215     020-00000061      AMCC     DHR Office                 No          2,264,274   Fee Simple     2,300,000     8.1000%
                                     Building
  218     010-00000494      AMCC     Warminster                 No          2,171,989   Fee Simple     2,200,000     8.4000%
                                     Shopping Center
  219     010-00000276      AMCC     PBR II                  Yes (A7)       2,077,768   Fee Simple     1,245,000     7.3500%

  220     010-00000260      AMCC     PBR I                   Yes (A7)       2,077,768   Fee Simple       900,000     7.4500%

  223     010-00000470      AMCC     810-812 Fiero              No          1,967,730   Fee Simple     2,000,000     7.9000%
                                     Lane
  224     010-00000568      AMCC     Lab Corp of                No          1,836,081   Fee Simple     1,868,000     8.4500%
                                     America
  227     010-00000620      AMCC     Hillcrest                  No          1,696,219   Fee Simple     1,700,000     8.6800%
                                     Retail/Office
                                     Shopping Center
  228     010-00000459      AMCC     Cain Drive                 No          1,674,172   Fee Simple     1,700,000     8.5000%
                                     Warehouses
  230     010-00000442      AMCC     Macy Building              No          1,662,578   Fee Simple     1,700,000     7.5000%

  234     010-00000507      AMCC     The Culver                 No          1,487,285   Fee Simple     1,500,000     8.2000%
                                     Building
  235     010-00000491      AMCC     Harvard                    No          1,477,144   Fee Simple     1,500,000     8.2000%
                                     Physicians
                                     Building
  236     010-00000299      AMCC     Lyon Street                No          1,455,429   Fee Simple     1,600,000     7.7500%
                                     Retail
  237     010-00000360      AMCC     350 Newton                 No          1,451,686   Fee Simple     1,500,000     6.7500%
                                     Avenue Apartments
  238     010-00000522      AMCC     Solar Gardens              No          1,446,057   Fee Simple     1,470,000     7.8500%

  239     010-00000291      AMCC     Quality Suites             No          1,438,473   Fee Simple     1,481,366     7.8000%
                                     Albuquerque
  240     010-00000603      AMCC     Springville                No          1,435,710   Fee Simple     1,440,000     8.5000%
                                     Corners
  241     010-00000325      AMCC     224-234 East               No          1,425,428   Fee Simple     1,500,000     7.2500%
                                     Broad Street
  243     010-00000219      AMCC     Black Mountain             No          1,402,110   Fee Simple     1,450,000     7.9000%
                                     Point Office
                                     Building
  244     010-00000627      AMCC     Waste Management           No          1,393,577   Fee Simple     1,400,000     8.4900%
                                     Building
  245     010-00000551      AMCC     Silver Lake Plaza          No          1,391,114   Fee Simple     1,400,000     8.3500%

  246     010-00000533      AMCC     Checkmate                  No          1,345,548   Fee Simple     1,356,600     8.3500%
                                     Apartments
  247     010-00000626      AMCC     Creekside Center           No          1,273,771   Fee Simple     1,275,000     8.5500%


</TABLE>

<TABLE>
<CAPTION>
                                                                            INTEREST
CONTROL        LOAN        ORIGI-          LOAN /               RATE        ACCRUAL         LOAN         NOTE
 NUMBER      NUMBER        NATOR       PROPERTY NAME            TYPE        METHOD          TYPE         DATE
----------------------------------------------------------------------------------------------------------------
<S>       <C>              <C>       <C>                        <C>        <C>             <C>          <C>
  136     010-00000598      AMCC     Telex Building             Fixed      Actual/360      Balloon      05/09/00

  137     020-00000065      AMCC     Charnelton Place           Fixed      Actual/360      Balloon      12/23/99
                                     Office Building
  168     010-00000563      AMCC     K-Mart Shopping            Fixed      Actual/360      Balloon      12/13/99
                                     Center - Savannah
  172     010-00000561      AMCC     K-Mart Shopping            Fixed      Actual/360      Balloon      12/13/99
                                     Center -
                                     Nashville
  173     010-00000540      AMCC     2150 Joshua's              Fixed      Actual/360      Balloon      11/04/99
                                     Path
  174     010-00000501      AMCC     Ver-Sa-Til                 Fixed      Actual/360      Balloon      06/21/99

  178     010-00000467      AMCC     Pencader                   Fixed      Actual/360      Balloon      06/14/99
                                     Corporate Center
  184     010-00000542      AMCC     Cedar Marketplace          Fixed      Actual/360      Balloon      10/01/99


  190     010-00000595      AMCC     The Shops at               Fixed      Actual/360      Balloon      04/26/00
                                     Enon Springs

  191     010-00000617      AMCC     Sierra Heartland           Fixed      Actual/360      Balloon      07/07/00
                                     Senior Apartments
  195     010-00000612      AMCC     RPS Warehouse              Fixed      Actual/360      Balloon      07/05/00

  196     010-00000583      AMCC     755 & 775 Fiero            Fixed      Actual/360      Balloon      02/28/00
                                     Lane
  198     010-00000519      AMCC     Plaza II Office            Fixed      Actual/360      Balloon      08/25/99
                                     Building
  200     010-00000393      AMCC     Carriage House             Fixed        30/360       Full Amort    03/31/99
                                     Apartment
                                      - Sioux Falls
  201     010-00000394      AMCC     Carriage House             Fixed        30/360       Full Amort    03/31/99
                                     Apartment
                                      - Brookings
  202     010-00000392      AMCC     Carriage House             Fixed        30/360       Full Amort    03/31/99
                                     Apartment
                                      - Pierre
  204     010-00000634      AMCC     CVS Harper Center          Fixed      Actual/360      Balloon      10/05/00

  213     010-00000594      AMCC     1500 Renaissance           Fixed      Actual/360      Balloon      04/14/00
                                     Building
  214     010-00000623      AMCC     Etinuum Office             Fixed      Actual/360      Balloon      10/13/00
                                     Building
  215     020-00000061      AMCC     DHR Office                 Fixed      Actual/360      Balloon      07/28/99
                                     Building
  218     010-00000494      AMCC     Warminster                 Fixed      Actual/360      Balloon      09/07/99
                                     Shopping Center
  219     010-00000276      AMCC     PBR II                     Fixed      Actual/360      Balloon      08/03/98

  220     010-00000260      AMCC     PBR I                      Fixed      Actual/360      Balloon      08/03/98

  223     010-00000470      AMCC     810-812 Fiero              Fixed      Actual/360      Balloon      07/08/99
                                     Lane
  224     010-00000568      AMCC     Lab Corp of                Fixed      Actual/360      Balloon      12/23/99
                                     America
  227     010-00000620      AMCC     Hillcrest                  Fixed      Actual/360      Balloon      06/23/00
                                     Retail/Office
                                     Shopping Center
  228     010-00000459      AMCC     Cain Drive                 Fixed      Actual/360      Balloon      06/21/99
                                     Warehouses
  230     010-00000442      AMCC     Macy Building              Fixed      Actual/360      Balloon      03/26/99

  234     010-00000507      AMCC     The Culver                 Fixed      Actual/360      Balloon      08/12/99
                                     Building
  235     010-00000491      AMCC     Harvard                    Fixed      Actual/360      Balloon      07/27/99
                                     Physicians
                                     Building
  236     010-00000299      AMCC     Lyon Street                Fixed        30/360       Full Amort    07/09/98
                                     Retail
  237     010-00000360      AMCC     350 Newton                 Fixed      Actual/360      Balloon      10/19/98
                                     Avenue Apartments
  238     010-00000522      AMCC     Solar Gardens              Fixed      Actual/360      Balloon      07/23/99

  239     010-00000291      AMCC     Quality Suites             Fixed        30/360       Full Amort    09/24/99
                                     Albuquerque
  240     010-00000603      AMCC     Springville                Fixed      Actual/360      Balloon      05/12/00
                                     Corners
  241     010-00000325      AMCC     224-234 East               Fixed      Actual/360      Balloon      09/18/98
                                     Broad Street
  243     010-00000219      AMCC     Black Mountain             Fixed      Actual/360      Balloon      04/28/98
                                     Point Office
                                     Building
  244     010-00000627      AMCC     Waste Management           Fixed      Actual/360      Balloon      08/04/00
                                     Building
  245     010-00000551      AMCC     Silver Lake Plaza          Fixed      Actual/360      Balloon      10/27/99

  246     010-00000533      AMCC     Checkmate                  Fixed      Actual/360      Balloon      08/06/99
                                     Apartments
  247     010-00000626      AMCC     Creekside Center           Fixed      Actual/360      Balloon      09/28/00


</TABLE>


<TABLE>
<CAPTION>
                                                                                   ANTICI-                                 ORIGINAL
                                                                                    PATED                    MONTHLY        TERM TO
                                                                                    REPAY-    SCHEDULED       DEBT        MATURITY /
CONTROL        LOAN         ORIGI-          LOAN /        CONTROL        LOAN        MENT      MATURITY      SERVICE          ARD
NUMBER        NUMBER        NATOR       PROPERTY NAME      NUMBER      NUMBER        DATE        DATE        PAYMENT       (MONTHS)
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>              <C>       <C>                 <C>       <C>            <C>        <C>            <C>          <C>
  136      010-00000598     AMCC      Telex Building        136     010-0000598      NAP       06/01/10       53,495.63       120
  137      020-00000065     AMCC      Charnelton Place      137     020-0000065      NAP       01/01/10       50,947.96       120
                                      Office Building
  168      010-00000563     AMCC      K-Mart Shopping       168     010-0000563      NAP       01/01/10       30,156.95       120
                                      Center - Savannah
  172      010-00000561     AMCC      K-Mart Shopping       172     010-0000561      NAP       01/01/10       28,314.54       120
                                      Center -
                                      Nashville
  173      010-00000540     AMCC      2150 Joshua's         173     010-0000540      NAP       12/01/09       28,015.63       120
                                      Path
  174      010-00000501     AMCC      Ver-Sa-Til            174     010-0000501      NAP       07/01/09       27,190.11       120
  178      010-00000467     AMCC      Pencader              178     010-0000467      NAP       07/01/09       26,709.04       120
                                      Corporate Center
  184      010-00000542     AMCC      Cedar Marketplace     184     010-0000542      NAP       11/01/09       23,480.47       120
  190      010-00000595     AMCC      The Shops at          190     010-0000595      NAP       05/01/10       21,444.65       120
                                      Enon Springs
  191      010-00000617     AMCC      Sierra Heartland      191     010-0000617      NAP       08/01/10       20,912.30       120
                                      Senior Apartments
  195      010-00000612     AMCC      RPS Warehouse         195     010-0000612      NAP       08/01/10       20,151.49       120
  196      010-00000583     AMCC      755 & 775 Fiero       196     010-0000583      NAP       03/01/10       21,240.92       120
                                      Lane
  198      010-00000519     AMCC      Plaza II Office       198     010-0000519      NAP       09/01/09       20,067.23       120
                                      Building
  200      010-00000393     AMCC      Carriage House        200     010-0000393      NAP       04/01/19        8,861.53       240
                                      Apartment
                                       - Sioux Falls
  201      010-00000394     AMCC      Carriage House        201     010-0000394      NAP       04/01/19        6,726.71       240
                                      Apartment
                                       - Brookings
  202      010-00000392     AMCC      Carriage House        202     010-0000392      NAP       04/01/19        5,558.60       240
                                      Apartment
                                       - Pierre
  204      010-00000634     AMCC      CVS Harper Center     204     010-0000634      NAP       11/01/10       18,234.08       120
  213      010-00000594     AMCC      1500 Renaissance      213     010-0000594      NAP       05/01/10       17,930.10       120
                                      Building
  214      010-00000623     AMCC      Etinuum Office        214     010-0000623      NAP       11/01/10       17,929.95       120
                                      Building
  215      020-00000061     AMCC      DHR Office            215     020-0000061      NAP       08/01/09       17,904.41       120
                                      Building
  218      010-00000494     AMCC      Warminster            218     010-0000494      NAP       10/01/09       17,566.99       120
                                      Shopping Center
  219      010-00000276     AMCC      PBR II                219     010-0000276      NAP       09/01/08        9,079.32       120

  220      010-00000260     AMCC      PBR I                 220     010-0000260      NAP       09/01/08        6,621.68       120

  223      010-00000470     AMCC      810-812 Fiero         223     010-0000470      NAP       08/01/11       15,304.07       144
                                      Lane
  224      010-00000568     AMCC      Lab Corp of           224     010-0000568      NAP       01/01/10       16,151.88       120
                                      America
  227      010-00000620     AMCC      Hillcrest             227     010-0000620      NAP       07/01/10       13,289.01       120
                                      Retail/Office
                                      Shopping Center
  228      010-00000459     AMCC      Cain Drive            228     010-0000459      NAP       07/01/09       13,688.87       120
                                      Warehouses
  230      010-00000442     AMCC      Macy Building         230     010-0000442      NAP       04/01/09       12,562.86       120

  234      010-00000507     AMCC      The Culver            234     010-0000507      NAP       09/01/09       11,216.32       120
                                      Building
  235      010-00000491     AMCC      Harvard               235     010-0000491      NAP       08/01/09       11,776.68       120
                                      Physicians
                                      Building
  236      010-00000299     AMCC      Lyon Street           236     010-0000299      NAP       08/01/13       15,060.41       180
                                      Retail
  237      010-00000360     AMCC      350 Newton            237     010-0000360      NAP       11/01/08       10,363.68       120
                                      Avenue Apartments
  238      010-00000522     AMCC      Solar Gardens         238     010-0000522      NAP       08/01/09       11,200.02       120

  239      010-00000291     AMCC      Quality Suites        239     010-0000291      NAP       02/01/19       12,360.55       233
                                      Albuquerque
  240      010-00000603     AMCC      Springville           240     010-0000603      NAP       06/01/10       11,072.36       120
                                      Corners
  241      010-00000325     AMCC      224-234 East          241     010-0000325      NAP       10/01/09       11,855.64       132
                                      Broad Street
  243      010-00000219     AMCC      Black Mountain        243     010-0000219      NAP       05/01/08       11,095.46       120
                                      Point Office
                                      Building
  244      010-00000627     AMCC      Waste Management      244     010-0000627      NAP       09/01/10       12,140.67       120
                                      Building
  245      010-00000551     AMCC      Silver Lake Plaza     245     010-0000551      NAP       12/01/09       10,616.32       120

  246      010-00000533     AMCC      Checkmate             246     010-0000533      NAP       09/01/09       10,287.21       120
                                      Apartments
  247      010-00000626     AMCC      Creekside Center      247     010-0000626      NAP       10/01/10        9,848.87       120
</TABLE>

<TABLE>
<CAPTION>
                                                           STATED                REMAINING    STATED
                                                          ORIGINAL                 TERM     REMAINING
                                                           AMORT-                   TO        AMORT-
                                                          IZATION    SEASON-     MATURITY    IZATION      CUT-OFF      LOAN BALANCE
CONTROL        LOAN         ORIGI-          LOAN /          TERM       ING         / ARD       TERM        DATE        AT MATURITY /
NUMBER        NUMBER        NATOR       PROPERTY NAME     (MONTHS)   (MONTHS)    (MONTHS)    (MONTHS)     BALANCE          ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>              <C>       <C>                 <C>        <C>         <C>        <C>         <C>            <C>
  136      010-00000598     AMCC      Telex Building         360         6         114         354      6,781,144.09   6,186,090.30
  137      020-00000065     AMCC      Charnelton Place       360        11         109         349      6,709,489.20   6,079,590.97
                                      Office Building
  168      010-00000563     AMCC      K-Mart Shopping        360        11         109         349      4,064,239.35   3,662,686.85
                                      Center - Savannah
  172      010-00000561     AMCC      K-Mart Shopping        360        11         109         349      3,815,939.49   3,438,920.50
                                      Center -
                                      Nashville
  173      010-00000540     AMCC      2150 Joshua's          360        12         108         348      3,773,850.13   3,403,259.26
                                      Path
  174      010-00000501     AMCC      Ver-Sa-Til             360        17         103         343      3,711,531.69   3,345,270.03
  178      010-00000467     AMCC      Pencader               360        17         103         343      3,603,874.20   3,256,943.07
                                      Corporate Center
  184      010-00000542     AMCC      Cedar Marketplace      360        13         107         347      3,175,357.80   2,862,069.39
  190      010-00000595     AMCC      The Shops at           360         7         113         353      2,884,067.62   2,595,404.82
                                      Enon Springs
  191      010-00000617     AMCC      Sierra Heartland       360         4         116         356      2,843,556.89   2,548,408.06
                                      Senior Apartments
  195      010-00000612     AMCC      RPS Warehouse          360         4         116         356      2,694,185.44   2,424,556.64
  196      010-00000583     AMCC      755 & 775 Fiero        360         9         111         351      2,688,987.40   2,456,921.97
                                      Lane
  198      010-00000519     AMCC      Plaza II Office        300        15         105         285      2,561,221.85   2,143,321.38
                                      Building
  200      010-00000393     AMCC      Carriage House         240        20         220         220      1,057,819.54           0.00
                                      Apartment
                                       - Sioux Falls
  201      010-00000394     AMCC      Carriage House         240        20         220         220        802,981.13           0.00
                                      Apartment
                                       - Brookings
  202      010-00000392     AMCC      Carriage House         240        20         220         220        663,541.26           0.00
                                      Apartment
                                       - Pierre
  204      010-00000634     AMCC      CVS Harper Center      360         1         119         359      2,448,405.50   2,197,976.72
  213      010-00000594     AMCC      1500 Renaissance       360         7         113         353      2,292,601.00   2,088,186.15
                                      Building
  214      010-00000623     AMCC      Etinuum Office         360         1         119         359      2,273,696.51   2,069,819.78
                                      Building
  215      020-00000061     AMCC      DHR Office             300        16         104         284      2,264,274.12   1,901,880.11
                                      Building
  218      010-00000494     AMCC      Warminster             300        14         106         286      2,171,988.57   1,834,612.98
                                      Shopping Center
  219      010-00000276     AMCC      PBR II                 300        27          93         273      1,205,693.31   1,006,683.84

  220      010-00000260     AMCC      PBR I                  300        27          93         273        872,075.11     729,924.31

  223      010-00000470     AMCC      810-812 Fiero          300        16         128         284      1,967,729.90   1,532,029.41
                                      Lane
  224      010-00000568     AMCC      Lab Corp of            240        11         109         229      1,836,081.28   1,337,819.84
                                      America
  227      010-00000620     AMCC      Hillcrest              360         5         115         355      1,696,218.89   1,544,396.30
                                      Retail/Office
                                      Shopping Center
  228      010-00000459     AMCC      Cain Drive             300        17         103         283      1,674,172.07   1,422,017.64
                                      Warehouses
  230      010-00000442     AMCC      Macy Building          300        20         100         280      1,662,577.79   1,381,319.08

  234      010-00000507     AMCC      The Culver             360        15         105         345      1,487,285.20   1,347,998.37
                                      Building
  235      010-00000491     AMCC      Harvard                300        16         104         284      1,477,144.13   1,243,900.01
                                      Physicians
                                      Building
  236      010-00000299     AMCC      Lyon Street            180        28         152         152      1,455,429.06           0.69
                                      Retail
  237      010-00000360     AMCC      350 Newton             300        25          95         275      1,451,685.83   1,190,449.05
                                      Avenue Apartments
  238      010-00000522     AMCC      Solar Gardens          300        16         104         284      1,446,056.89   1,206,792.09

  239      010-00000291     AMCC      Quality Suites         233        15         218         218      1,438,473.02           0.00
                                      Albuquerque
  240      010-00000603     AMCC      Springville            360         6         114         354      1,435,710.47   1,302,705.26
                                      Corners
  241      010-00000325     AMCC      224-234 East           240        26         106         214      1,425,427.52     961,626.42
                                      Broad Street
  243      010-00000219     AMCC      Black Mountain         300        31          89         269      1,402,109.92   1,192,271.17
                                      Point Office
                                      Building
  244      010-00000627     AMCC      Waste Management       240         3         117         237      1,393,577.40   1,003,486.28
                                      Building
  245      010-00000551     AMCC      Silver Lake Plaza      360        12         108         348      1,391,114.33   1,262,663.00

  246      010-00000533     AMCC      Checkmate              360        15         105         345      1,345,548.08   1,223,376.98
                                      Apartments
  247      010-00000626     AMCC      Creekside Center       360         2         118         358      1,273,770.53   1,154,619.64
</TABLE>

<TABLE>
<CAPTION>
                                                                                              YIELD
                                                                                             MAINTEN-       YIELD          PREPAY-
                                                                                              ANCE         MAINTEN-         MENT
                                                             DEFEASE                         PERIOD          ANCE          PENALTY
CONTROL        LOAN         ORIGI-          LOAN /           START          DEFEASE          START          PERIOD          START
NUMBER        NUMBER        NATOR       PROPERTY NAME         DATE          END DATE          DATE         END DATE         DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>              <C>       <C>                   <C>             <C>             <C>            <C>             <C>
  136      010-00000598     AMCC      Telex Building        07/01/03        02/28/10           NAP            NAP             NAP
  137      020-00000065     AMCC      Charnelton Place      02/01/05        09/30/09           NAP            NAP             NAP
                                      Office Building
  168      010-00000563     AMCC      K-Mart Shopping       02/01/05        09/30/09           NAP            NAP             NAP
                                      Center - Savannah
  172      010-00000561     AMCC      K-Mart Shopping       02/01/05        09/30/09           NAP            NAP             NAP
                                      Center -
                                      Nashville
  173      010-00000540     AMCC      2150 Joshua's            NAP             NAP          12/01/04        08/31/09          NAP
                                      Path
  174      010-00000501     AMCC      Ver-Sa-Til            08/01/04        03/31/09           NAP            NAP             NAP
  178      010-00000467     AMCC      Pencader                 NAP             NAP          07/01/04        03/31/09          NAP
                                      Corporate Center
  184      010-00000542     AMCC      Cedar Marketplace     01/01/03        07/31/09           NAP            NAP             NAP
  190      010-00000595     AMCC      The Shops at          06/01/05        01/31/10           NAP            NAP             NAP
                                      Enon Springs
  191      010-00000617     AMCC      Sierra Heartland      09/01/05        04/30/10           NAP            NAP             NAP
                                      Senior Apartments
  195      010-00000612     AMCC      RPS Warehouse         09/01/05        04/30/10           NAP            NAP             NAP
  196      010-00000583     AMCC      755 & 775 Fiero       03/01/05        11/30/09           NAP            NAP             NAP
                                      Lane
  198      010-00000519     AMCC      Plaza II Office       10/01/04        05/31/09           NAP            NAP             NAP
                                      Building
  200      010-00000393     AMCC      Carriage House           NAP             NAP          04/01/04        12/31/18          NAP
                                      Apartment
                                       - Sioux Falls
  201      010-00000394     AMCC      Carriage House           NAP             NAP          04/01/04        12/31/18          NAP
                                      Apartment
                                       - Brookings
  202      010-00000392     AMCC      Carriage House           NAP             NAP          04/01/04        12/31/18          NAP
                                      Apartment
                                       - Pierre
  204      010-00000634     AMCC      CVS Harper Center     12/01/05        07/31/10           NAP            NAP             NAP
  213      010-00000594     AMCC      1500 Renaissance      05/01/05        01/31/10           NAP            NAP             NAP
                                      Building
  214      010-00000623     AMCC      Etinuum Office        12/01/05        07/31/10           NAP            NAP             NAP
                                      Building
  215      020-00000061     AMCC      DHR Office               NAP             NAP          08/01/04        04/30/09          NAP
                                      Building
  218      010-00000494     AMCC      Warminster               NAP             NAP          10/01/04        06/30/09          NAP
                                      Shopping Center
  219      010-00000276     AMCC      PBR II                   NAP             NAP          09/01/01        02/29/08          NAP

  220      010-00000260     AMCC      PBR I                    NAP             NAP          09/01/01        02/29/08          NAP

  223      010-00000470     AMCC      810-812 Fiero            NAP             NAP          08/01/04        04/30/11          NAP
                                      Lane
  224      010-00000568     AMCC      Lab Corp of              NAP             NAP          01/01/05        09/30/09          NAP
                                      America
  227      010-00000620     AMCC      Hillcrest             08/01/05        03/31/10           NAP            NAP             NAP
                                      Retail/Office
                                      Shopping Center
  228      010-00000459     AMCC      Cain Drive               NAP             NAP          07/01/04        03/31/09          NAP
                                      Warehouses
  230      010-00000442     AMCC      Macy Building            NAP             NAP          04/01/04        12/31/08          NAP

  234      010-00000507     AMCC      The Culver               NAP             NAP          09/01/04        05/31/09          NAP
                                      Building
  235      010-00000491     AMCC      Harvard                  NAP             NAP          08/01/04        04/30/09          NAP
                                      Physicians
                                      Building
  236      010-00000299     AMCC      Lyon Street              NAP             NAP             NAP            NAP          09/01/01
                                      Retail
  237      010-00000360     AMCC      350 Newton               NAP             NAP          11/01/03        05/31/08          NAP
                                      Avenue Apartments
  238      010-00000522     AMCC      Solar Gardens            NAP             NAP          08/01/04        04/30/09          NAP

  239      010-00000291     AMCC      Quality Suites        03/01/04        01/31/14           NAP            NAP             NAP
                                      Albuquerque
  240      010-00000603     AMCC      Springville              NAP             NAP          07/01/05        02/28/10          NAP
                                      Corners
  241      010-00000325     AMCC      224-234 East             NAP             NAP          10/01/03        03/31/09          NAP
                                      Broad Street
  243      010-00000219     AMCC      Black Mountain           NAP             NAP          05/01/03        10/31/07          NAP
                                      Point Office
                                      Building
  244      010-00000627     AMCC      Waste Management         NAP             NAP          10/01/05        05/31/10          NAP
                                      Building
  245      010-00000551     AMCC      Silver Lake Plaza        NAP             NAP          12/01/04        08/31/09          NAP

  246      010-00000533     AMCC      Checkmate             10/01/02        05/31/09           NAP            NAP             NAP
                                      Apartments
  247      010-00000626     AMCC      Creekside Center      11/01/05        06/30/10           NAP            NAP             NAP
</TABLE>

<TABLE>
<CAPTION>
                                                                                   YIELD
                                                                   PREPAY-         MAINT-           YIELD
                                                                    MENT           ENANCE         MAINTEN-
                                                                   PENALTY         CALCUL-          ANCE           MASTER
CONTROL        LOAN         ORIGI-          LOAN /                   END            ATION         INTEREST       SERVICING
NUMBER        NUMBER        NATOR       PROPERTY NAME               DATE           METHOD           RATE          FEE RATE
---------------------------------------------------------------------------------------------------------------------------------
<S>        <C>              <C>       <C>                          <C>           <C>              <C>            <C>
  136      010-00000598     AMCC      Telex Building                  NAP             NAP            NAP           0.0200%
  137      020-00000065     AMCC      Charnelton Place                NAP             NAP            NAP           0.0200%
                                      Office Building
  168      010-00000563     AMCC      K-Mart Shopping                 NAP             NAP            NAP           0.0200%
                                      Center - Savannah
  172      010-00000561     AMCC      K-Mart Shopping                 NAP             NAP            NAP           0.0200%
                                      Center -
                                      Nashville
  173      010-00000540     AMCC      2150 Joshua's                   NAP        Present Value     Treasury        0.0200%
                                      Path                                                         Flat-WAL
  174      010-00000501     AMCC      Ver-Sa-Til                      NAP             NAP            NAP           0.0200%
  178      010-00000467     AMCC      Pencader                        NAP        Present Value     Treasury        0.0200%
                                      Corporate Center                                             Flat-WAL
  184      010-00000542     AMCC      Cedar Marketplace               NAP             NAP            NAP           0.0200%
  190      010-00000595     AMCC      The Shops at                    NAP             NAP            NAP           0.0200%
                                      Enon Springs
  191      010-00000617     AMCC      Sierra Heartland                NAP             NAP            NAP           0.0200%
                                      Senior Apartments
  195      010-00000612     AMCC      RPS Warehouse                   NAP             NAP            NAP           0.0200%
  196      010-00000583     AMCC      755 & 775 Fiero                 NAP             NAP            NAP           0.0200%
                                      Lane
  198      010-00000519     AMCC      Plaza II Office                 NAP             NAP            NAP           0.0200%
                                      Building
  200      010-00000393     AMCC      Carriage House                  NAP        Present Value     Treasury        0.0200%
                                      Apartment                                                    Flat-WAL
                                       - Sioux Falls
  201      010-00000394     AMCC      Carriage House                  NAP        Present Value     Treasury        0.0200%
                                      Apartment                                                    Flat-WAL
                                       - Brookings
  202      010-00000392     AMCC      Carriage House                  NAP        Present Value     Treasury        0.0200%
                                      Apartment                                                    Flat-WAL
                                       - Pierre
  204      010-00000634     AMCC      CVS Harper Center               NAP             NAP            NAP           0.0200%
  213      010-00000594     AMCC      1500 Renaissance                NAP             NAP            NAP           0.0200%
                                      Building
  214      010-00000623     AMCC      Etinuum Office                  NAP             NAP            NAP           0.0200%
                                      Building
  215      020-00000061     AMCC      DHR Office                      NAP        Present Value     Treasury        0.0200%
                                      Building                                                     Flat-WAL
  218      010-00000494     AMCC      Warminster                      NAP        Present Value     Treasury        0.0200%
                                      Shopping Center                                              Flat-WAL
  219      010-00000276     AMCC      PBR II                          NAP        Present Value     Treasury        0.0200%
                                                                                                   Flat-WAL
  220      010-00000260     AMCC      PBR I                           NAP        Present Value     Treasury        0.0200%
                                                                                                   Flat-WAL
  223      010-00000470     AMCC      810-812 Fiero                   NAP        Present Value     Treasury        0.0200%
                                      Lane                                                         Flat-WAL
  224      010-00000568     AMCC      Lab Corp of                     NAP        Present Value     Treasury        0.0200%
                                      America                                                      Flat-WAL
  227      010-00000620     AMCC      Hillcrest                       NAP             NAP            NAP           0.0200%
                                      Retail/Office
                                      Shopping Center
  228      010-00000459     AMCC      Cain Drive                      NAP        Present Value     Treasury        0.0200%
                                      Warehouses                                                   Flat-WAL
  230      010-00000442     AMCC      Macy Building                   NAP        Present Value     Treasury        0.0200%
                                                                                                   Flat-WAL
  234      010-00000507     AMCC      The Culver                      NAP        Present Value     Treasury        0.0200%
                                      Building                                                     Flat-WAL
  235      010-00000491     AMCC      Harvard                         NAP        Present Value     Treasury        0.0200%
                                      Physicians                                                   Flat-WAL
                                      Building
  236      010-00000299     AMCC      Lyon Street                  07/31/13           NAP            NAP           0.0200%
                                      Retail
  237      010-00000360     AMCC      350 Newton                      NAP        Present Value     Treasury        0.0200%
                                      Avenue Apartments                                            Flat-WAL
  238      010-00000522     AMCC      Solar Gardens                   NAP        Present Value     Treasury        0.0200%
                                                                                                   Flat-WAL
  239      010-00000291     AMCC      Quality Suites                  NAP             NAP            NAP           0.0200%
                                      Albuquerque
  240      010-00000603     AMCC      Springville                     NAP        Present Value     Treasury        0.0200%
                                      Corners                                                      Flat-WAL
  241      010-00000325     AMCC      224-234 East                    NAP        Present Value     Treasury        0.0200%
                                      Broad Street                                                 Flat-WAL
  243      010-00000219     AMCC      Black Mountain                  NAP        Present Value     Treasury        0.0200%
                                      Point Office                                                 Flat-WAL
                                      Building
  244      010-00000627     AMCC      Waste Management                NAP        Present Value     Treasury        0.0200%
                                      Building                                                     Flat-WAL
  245      010-00000551     AMCC      Silver Lake Plaza               NAP        Present Value     Treasury        0.0200%
                                                                                                   Flat-WAL
  246      010-00000533     AMCC      Checkmate                       NAP             NAP            NAP           0.0200%
                                      Apartments
  247      010-00000626     AMCC      Creekside Center                NAP             NAP            NAP           0.0200%
</TABLE>


                                     B-1C-1
<PAGE>   295
<TABLE>
<CAPTION>
                                                                                                                            PROP-
                                                                                                                             ERTY
                                                                                                                             SIZE
CONTROL        LOAN        ORIGI-          LOAN /               PROPERTY                               ZIP      PROPERTY     UNIT
 NUMBER      NUMBER        NATOR       PROPERTY NAME            ADDRESS            CITY      STATE     CODE       SIZE       TYPE
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>              <C>       <C>                   <C>                 <C>           <C>      <C>       <C>         <C>
  248     020-00000030      AMCC     Tolt Towne Center     31722 West          Carnation      WA      98014        28,464     SF
                                                           Eugene Street


  249     010-00000318      AMCC     South Fridley         1050, 1090, 1120    Fridley        MN      55421            64   Units
                                     Apartments            & 1170 52nd
                                                           Avenue NE
  253     010-00000298      AMCC     Howard Johnson        335 London          Lake           AZ      86403            47   Rooms
                                     Lake Havasu           Bridge Road         Havasu City
  255     010-00000480      AMCC     261 East 300          261 East 300        Salt Lake      UT      84111        23,666     SF
                                     South                 South               City
  256     010-00000316      AMCC     Hyde Park             1350, 1352,         New            MN      55112            68   Units
                                     Apartments            1354, 1362 7th      Brighton
                                                           Street NW
  257     010-00000636      AMCC     Hawthorne             5893-5899           Raytown        MO      64133        41,916     SF
                                     Business Park         Raytown Road
  260     010-00000505      AMCC     Lovell Building       9030 Red Branch     Columbia       MD      21045        20,388     SF
                                                           Road
  261     010-00000441      AMCC     Nationwide            2220 South          East           RI      02818        11,695     SF
                                     Insurance Office      County Trail        Greenwich
                                     Building              (Route 2)
  262     010-00000380      AMCC     Attache Building      275 Century         Louisville     CO      80027        10,300     SF
                                                           Circle
  264     010-00000555      AMCC     Bluebonnet            100 Bluebonnet      Stephenville   TX      76401            80   Units
                                     Apartments            Street
  265     010-00000534      AMCC     8th Street            210, 214 and 218    Las Vegas      NV      89101            36   Units
                                     Apartments            South 8th Street
  267     020-00000029      AMCC     Ralph's Grocery       2035 4th Avenue     Seattle        WA      98121        10,997     SF
                                     & Deli
  268     020-00000055      AMCC     Market Square         1520 24th Street    Billings       MT      59102        12,533     SF
                                                           West
  269     010-00000334      AMCC     Blockbuster           824 & 836 West      Salt Lake      UT      84116         7,975     SF
                                     Video-Salt Lake       North Temple        City
                                     City
  270     010-00000366      AMCC     Prudential            4710 Table Mesa     Boulder        CO      80303         8,674     SF
                                     Wise-McIntire         Drive
                                     Office Building
  271     020-00000023      AMCC     Licton Springs        9242 Ashworth       Seattle        WA      98103            16   Units
                                     Court Apartments      Avenue North
  272     010-00000212      AMCC     Surgicenter of        23500 Madison       Torrance       CA      90505         9,330     SF
                                     South Bay             Street
  273     010-00000338      AMCC     West Fargo            1321 14th Avenue    West Fargo     ND      58078            24   Units
                                     Living Center         East
  274     010-00000457      AMCC     Edgewood              607 Kenwood         Duluth         MN      55811            24   Units
                                     Apartments            Avenue
  275     010-00000321      AMCC     Washington/Shepherd   4810 & 4820         Houston        TX      77007        19,069     SF
                                     Retail Center         Washington
                                                           Avenue
  276     010-00000020      AMCC     Candlewood            123-131 Clinic      New Britain    CT      06051            40   Units
                                     Apartments            Drive
  277     010-00000431      AMCC     Bishop Lifting        1410 Harris         Houston        TX      77220        45,500     SF
                                     Products              Street
  278     010-00000382      AMCC     188 State Street      188 State Street    Portland       ME      04101        14,025     SF
  279     010-00000259      AMCC     Woodstone             8200-8247 North     Owasso         OK      74055            40   Units
                                     Properties            116th East
                                                           Avenue
  280     010-00000553      AMCC     East Gate Manor       1865 Wilson         St. Paul       MN      55119            23   Units
                                     Apartments            Avenue
</TABLE>

<TABLE>
<CAPTION>
                                                                            CROSS
                                                                          COLLATER-
                                                                           ALIZED
                                                                          MORTGAGE
                                                             CROSS       LOAN GROUP
                                                           COLLATER-      AGGREGATE
                                                            ALIZED         CUT-OFF     OWNER
CONTROL        LOAN        ORIGI-          LOAN /          (MORTGAGE        DATE       -SHIP         ORIGINAL      MORTGAGE
 NUMBER      NUMBER        NATOR       PROPERTY NAME      LOAN GROUP)      BALANCE    INTEREST       BALANCE         RATE
----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>              <C>       <C>                  <C>            <C>          <C>            <C>          <C>
  248     020-00000030      AMCC     Tolt Towne Center        No          1,257,846   Part Fee       1,300,000     7.4000%
                                                                                      Simple &
                                                                                      Part
                                                                                      Leasehold
  249     010-00000318      AMCC     South Fridley            No          1,256,149   Fee Simple     1,325,000     7.3000%
                                     Apartments

  253     010-00000298      AMCC     Howard Johnson           No          1,148,370   Fee Simple     1,182,907     7.8000%
                                     Lake Havasu
  255     010-00000480      AMCC     261 East 300             No          1,128,825   Fee Simple     1,150,000     7.5000%
                                     South
  256     010-00000316      AMCC     Hyde Park                No          1,123,751   Fee Simple     1,180,000     7.3000%
                                     Apartments

  257     010-00000636      AMCC     Hawthorne                No          1,119,278   Fee Simple     1,120,000     8.2000%
                                     Business Park
  260     010-00000505      AMCC     Lovell Building          No          1,040,104   Fee Simple     1,050,000     8.0000%

  261     010-00000441      AMCC     Nationwide               No          1,036,271   Fee Simple     1,075,000     7.9000%
                                     Insurance Office
                                     Building
  262     010-00000380      AMCC     Attache Building         No          1,029,448   Fee Simple     1,060,000     7.4000%

  264     010-00000555      AMCC     Bluebonnet               No            975,505   Fee Simple       985,000     8.6000%
                                     Apartments
  265     010-00000534      AMCC     8th Street               No            973,008   Fee Simple       981,000     8.3500%
                                     Apartments
  267     020-00000029      AMCC     Ralph's Grocery          No            880,257   Fee Simple       910,000     7.5500%
                                     & Deli
  268     020-00000055      AMCC     Market Square            No            831,794   Fee Simple       850,000     7.9000%

  269     010-00000334      AMCC     Blockbuster              No            823,856   Fee Simple       850,000     7.5000%
                                     Video-Salt Lake
                                     City
  270     010-00000366      AMCC     Prudential               No            761,500   Fee Simple       785,000     7.4000%
                                     Wise-McIntire
                                     Office Building
  271     020-00000023      AMCC     Licton Springs           No            725,049   Fee Simple       750,000     7.4500%
                                     Court Apartments
  272     010-00000212      AMCC     Surgicenter of           No            673,400   Fee Simple       710,000     7.6000%
                                     South Bay
  273     010-00000338      AMCC     West Fargo               No            665,633   Fee Simple       700,000     7.3500%
                                     Living Center
  274     010-00000457      AMCC     Edgewood                 No            652,904   Fee Simple       675,000     7.9000%
                                     Apartments
  275     010-00000321      AMCC     Washington/Shepherd      No            641,874   Fee Simple       700,000     7.2500%
                                     Retail Center

  276     010-00000020      AMCC     Candlewood               No            602,312   Fee Simple       630,000     9.3500%
                                     Apartments
  277     010-00000431      AMCC     Bishop Lifting           No            574,976   Fee Simple       650,000     8.2000%
                                     Products
  278     010-00000382      AMCC     188 State Street         No            508,483   Fee Simple       532,000     7.5000%
  279     010-00000259      AMCC     Woodstone                No            499,921   Fee Simple       550,000     7.6500%
                                     Properties

  280     010-00000553      AMCC     East Gate Manor          No            494,988   Fee Simple       500,000     8.4000%
                                     Apartments
</TABLE>

<TABLE>
<CAPTION>
                                                                            INTEREST
CONTROL        LOAN        ORIGI-          LOAN /               RATE        ACCRUAL         LOAN         NOTE
 NUMBER      NUMBER        NATOR       PROPERTY NAME            TYPE        METHOD          TYPE         DATE
----------------------------------------------------------------------------------------------------------------
<S>       <C>              <C>       <C>                        <C>        <C>            <C>           <C>
  248     020-00000030      AMCC     Tolt Towne Center          Fixed      Actual/360      Balloon      07/30/98



  249     010-00000318      AMCC     South Fridley              Fixed        30/360       Full Amort    09/30/98
                                     Apartments

  253     010-00000298      AMCC     Howard Johnson             Fixed        30/360       Full Amort    09/24/99
                                     Lake Havasu
  255     010-00000480      AMCC     261 East 300               Fixed      Actual/360      Balloon      06/11/99
                                     South
  256     010-00000316      AMCC     Hyde Park                  Fixed        30/360       Full Amort    11/23/98
                                     Apartments

  257     010-00000636      AMCC     Hawthorne                  Fixed      Actual/360      Balloon      10/31/00
                                     Business Park
  260     010-00000505      AMCC     Lovell Building            Fixed      Actual/360      Balloon      07/15/99

  261     010-00000441      AMCC     Nationwide                 Fixed      Actual/360      Balloon      02/26/99
                                     Insurance Office
                                     Building
  262     010-00000380      AMCC     Attache Building           Fixed      Actual/360      Balloon      10/29/98

  264     010-00000555      AMCC     Bluebonnet                 Fixed      Actual/360      Balloon      12/22/99
                                     Apartments
  265     010-00000534      AMCC     8th Street                 Fixed      Actual/360      Balloon      08/06/99
                                     Apartments
  267     020-00000029      AMCC     Ralph's Grocery            Fixed      Actual/360      Balloon      06/30/98
                                     & Deli
  268     020-00000055      AMCC     Market Square              Fixed      Actual/360      Balloon      02/03/99

  269     010-00000334      AMCC     Blockbuster                Fixed      Actual/360      Balloon      08/28/98
                                     Video-Salt Lake
                                     City
  270     010-00000366      AMCC     Prudential                 Fixed      Actual/360      Balloon      10/02/98
                                     Wise-McIntire
                                     Office Building
  271     020-00000023      AMCC     Licton Springs             Fixed      Actual/360      Balloon      06/10/98
                                     Court Apartments
  272     010-00000212      AMCC     Surgicenter of             Fixed      Actual/360      Balloon      07/15/98
                                     South Bay
  273     010-00000338      AMCC     West Fargo                 Fixed      Actual/360      Balloon      09/17/98
                                     Living Center
  274     010-00000457      AMCC     Edgewood                   Fixed        30/360       Full Amort    05/05/99
                                     Apartments
  275     010-00000321      AMCC     Washington/Shepherd        Fixed        30/360       Full Amort    10/19/98
                                     Retail Center

  276     010-00000020      AMCC     Candlewood                 Fixed        30/360        Balloon      03/13/97
                                     Apartments
  277     010-00000431      AMCC     Bishop Lifting             Fixed        30/360       Full Amort    03/23/99
                                     Products
  278     010-00000382      AMCC     188 State Street           Fixed      Actual/360      Balloon      11/12/98
  279     010-00000259      AMCC     Woodstone                  Fixed        30/360       Full Amort    07/23/98
                                     Properties

  280     010-00000553      AMCC     East Gate Manor            Fixed      Actual/360      Balloon      12/06/99
                                     Apartments
</TABLE>

<TABLE>
<CAPTION>
                                                                                   ANTICI-                                 ORIGINAL
                                                                                    PATED                    MONTHLY        TERM TO
                                                                                    REPAY-    SCHEDULED       DEBT        MATURITY /
CONTROL        LOAN         ORIGI-          LOAN /        CONTROL        LOAN        MENT      MATURITY      SERVICE          ARD
NUMBER        NUMBER        NATOR       PROPERTY NAME      NUMBER      NUMBER        DATE        DATE        PAYMENT       (MONTHS)
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>              <C>       <C>                 <C>       <C>            <C>        <C>            <C>          <C>

  248      020-00000030     AMCC      Tolt Towne Center     248     020-0000030      NAP       08/01/08        9,522.49       120

  249      010-00000318     AMCC      South Fridley         249     010-0000318      NAP       10/01/18       10,512.66       240
                                      Apartments
  253      010-00000298     AMCC      Howard Johnson        253     010-0000298      NAP       01/01/19        9,888.44       232
                                      Lake Havasu
  255      010-00000480     AMCC      261 East 300          255     010-0000480      NAP       07/01/09        8,498.40       120
                                      South
  256      010-00000316     AMCC      Hyde Park             256     010-0000316      NAP       12/01/18        9,362.22       240
                                      Apartments
  257      010-00000636     AMCC      Hawthorne             257     010-0000636      NAP       11/01/10        8,374.85       120
                                      Business Park
  260      010-00000505     AMCC      Lovell Building       260     010-0000505      NAP       08/01/09        7,704.53       120

  261      010-00000441     AMCC      Nationwide            261     010-0000441      NAP       03/01/09        8,924.95       120
                                      Insurance Office
                                      Building
  262      010-00000380     AMCC      Attache Building      262     010-0000380      NAP       11/01/08        7,764.49       120

  264      010-00000555     AMCC      Bluebonnet            264     010-0000555      NAP       01/01/10        7,997.98       120
                                      Apartments
  265      010-00000534     AMCC      8th Street            265     010-0000534      NAP       09/01/09        7,439.01       120
                                      Apartments
  267      020-00000029     AMCC      Ralph's Grocery       267     020-0000029      NAP       07/01/10        6,754.45       144
                                      & Deli
  268      020-00000055     AMCC      Market Square         268     020-0000055      NAP       03/01/09        6,504.23       120

  269      010-00000334     AMCC      Blockbuster           269     010-0000334      NAP       09/01/08        6,281.43       120
                                      Video-Salt Lake
                                      City
  270      010-00000366     AMCC      Prudential            270     010-0000366      NAP       10/01/08        5,750.12       120
                                      Wise-McIntire
                                      Office Building
  271      020-00000023     AMCC      Licton Springs        271     020-0000023      NAP       07/01/08        5,518.07       120
                                      Court Apartments
  272      010-00000212     AMCC      Surgicenter of        272     010-0000212      NAP       08/01/08        5,763.21       120
                                      South Bay
  273      010-00000338     AMCC      West Fargo            273     010-0000338      NAP       10/01/08        5,575.12       120
                                      Living Center
  274      010-00000457     AMCC      Edgewood              274     010-0000457      NAP       06/01/19        5,604.04       240
                                      Apartments
  275      010-00000321     AMCC      Washington/Shepherd   275     010-0000321      NAP       11/01/13        6,390.05       180
                                      Retail Center
  276      010-00000020     AMCC      Candlewood            276     010-0000020      NAP       04/01/07        5,438.74       120
                                      Apartments
  277      010-00000431     AMCC      Bishop Lifting        277     010-0000431      NAP       04/01/09        7,955.16       120
                                      Products
  278      010-00000382     AMCC      188 State Street      278     010-0000382      NAP       12/01/08        4,285.76       120

  279      010-00000259     AMCC      Woodstone             279     010-0000259      NAP       08/01/13        5,145.57       180
                                      Properties
  280      010-00000553     AMCC      East Gate Manor       280     010-0000553      NAP       01/01/10        3,992.50       120
                                      Apartments
</TABLE>

<TABLE>
<CAPTION>
                                                            STATED              REMAINING     STATED
                                                           ORIGINAL                TERM      REMAINING
                                                            AMORT-                  TO         AMORT-
                                                           IZATION    SEASON-    MATURITY     IZATION     CUT-OFF      LOAN BALANCE
CONTROL        LOAN         ORIGI-          LOAN /           TERM       ING        / ARD        TERM       DATE        AT MATURITY /
NUMBER        NUMBER        NATOR       PROPERTY NAME      (MONTHS)   (MONTHS)   (MONTHS)     (MONTHS)    BALANCE          ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>              <C>       <C>                  <C>        <C>        <C>         <C>        <C>            <C>

  248      020-00000030     AMCC      Tolt Towne Center       300        28         92          272     1,257,845.64   1,052,942.26

  249      010-00000318     AMCC      South Fridley           240        26        214          214     1,256,148.95           0.00
                                      Apartments
  253      010-00000298     AMCC      Howard Johnson          232        15        217          217     1,148,369.52           0.00
                                      Lake Havasu
  255      010-00000480     AMCC      261 East 300            300        17        103          283     1,128,824.58     934,529.42
                                      South
  256      010-00000316     AMCC      Hyde Park               240        24        216          216     1,123,751.04           0.00
                                      Apartments
  257      010-00000636     AMCC      Hawthorne               360         1        119          359     1,119,278.48   1,005,961.71
                                      Business Park
  260      010-00000505     AMCC      Lovell Building         360        16        104          344     1,040,104.09     939,328.74

  261      010-00000441     AMCC      Nationwide              240        21         99          219     1,036,270.65     756,091.01
                                      Insurance Office
                                      Building
  262      010-00000380     AMCC      Attache Building        300        25         95          275     1,029,447.80     858,360.20

  264      010-00000555     AMCC      Bluebonnet              300        11        109          289       975,505.19     825,729.94
                                      Apartments
  265      010-00000534     AMCC      8th Street              360        15        105          345       973,007.92     884,661.16
                                      Apartments
  267      020-00000029     AMCC      Ralph's Grocery         300        29        115          271       880,257.05     688,075.01
                                      & Deli
  268      020-00000055     AMCC      Market Square           300        21         99          279       831,794.32     699,023.22

  269      010-00000334     AMCC      Blockbuster             300        27         93          273       823,855.65     690,407.74
                                      Video-Salt Lake
                                      City
  270      010-00000366     AMCC      Prudential              300        26         94          274       761,499.87     635,789.65
                                      Wise-McIntire
                                      Office Building
  271      020-00000023     AMCC      Licton Springs          300        29         91          271       725,049.40     608,496.61
                                      Court Apartments
  272      010-00000212     AMCC      Surgicenter of          240        28         92          212       673,400.49     493,894.85
                                      South Bay
  273      010-00000338     AMCC      West Fargo              240        26         94          214       665,632.63     482,602.19
                                      Living Center
  274      010-00000457     AMCC      Edgewood                240        18        222          222       652,904.01           0.00
                                      Apartments
  275      010-00000321     AMCC      Washington/Shepherd     180        25        155          155       641,873.72           0.00
                                      Retail Center
  276      010-00000020     AMCC      Candlewood              300        44         76          256       602,311.53     525,385.10
                                      Apartments
  277      010-00000431     AMCC      Bishop Lifting          120        20        100          100       574,975.87           0.00
                                      Products
  278      010-00000382     AMCC      188 State Street        240        24         96          216       508,483.10     368,725.08

  279      010-00000259     AMCC      Woodstone               180        28        152          152       499,921.46           0.00
                                      Properties
  280      010-00000553     AMCC      East Gate Manor         300        11        109          289       494,988.34     416,838.44
                                      Apartments
</TABLE>

<TABLE>
<CAPTION>
                                                                                               YIELD
                                                                                              MAINTEN-       YIELD          PREPAY-
                                                                                               ANCE         MAINTEN-         MENT
                                                              DEFEASE                         PERIOD          ANCE          PENALTY
CONTROL        LOAN         ORIGI-          LOAN /            START          DEFEASE          START          PERIOD          START
NUMBER        NUMBER        NATOR       PROPERTY NAME          DATE          END DATE          DATE         END DATE         DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>              <C>       <C>                    <C>             <C>             <C>            <C>             <C>

  248      020-00000030     AMCC      Tolt Towne Center         NAP             NAP          08/01/00        01/31/08          NAP

  249      010-00000318     AMCC      South Fridley             NAP             NAP          10/01/03        06/30/18          NAP
                                      Apartments
  253      010-00000298     AMCC      Howard Johnson         02/01/04        12/31/13           NAP            NAP             NAP
                                      Lake Havasu
  255      010-00000480     AMCC      261 East 300              NAP             NAP          07/01/04        03/31/09          NAP
                                      South
  256      010-00000316     AMCC      Hyde Park                 NAP             NAP          12/01/03        08/31/18          NAP
                                      Apartments
  257      010-00000636     AMCC      Hawthorne              12/01/05        07/31/10           NAP            NAP             NAP
                                      Business Park
  260      010-00000505     AMCC      Lovell Building           NAP             NAP          08/01/04        04/30/09          NAP

  261      010-00000441     AMCC      Nationwide                NAP             NAP          03/01/04        11/30/08          NAP
                                      Insurance Office
                                      Building
  262      010-00000380     AMCC      Attache Building          NAP             NAP          11/01/03        07/31/08          NAP

  264      010-00000555     AMCC      Bluebonnet                NAP             NAP          01/01/05        09/30/09          NAP
                                      Apartments
  265      010-00000534     AMCC      8th Street             10/01/02        05/31/09           NAP            NAP             NAP
                                      Apartments
  267      020-00000029     AMCC      Ralph's Grocery           NAP             NAP          07/01/03        12/31/09          NAP
                                      & Deli
  268      020-00000055     AMCC      Market Square             NAP             NAP          04/01/04        11/30/08          NAP

  269      010-00000334     AMCC      Blockbuster               NAP             NAP          09/01/03        05/31/08          NAP
                                      Video-Salt Lake
                                      City
  270      010-00000366     AMCC      Prudential                NAP             NAP          11/01/03        06/30/08          NAP
                                      Wise-McIntire
                                      Office Building
  271      020-00000023     AMCC      Licton Springs            NAP             NAP          07/01/03        03/31/08          NAP
                                      Court Apartments
  272      010-00000212     AMCC      Surgicenter of            NAP             NAP          08/01/03        02/29/08          NAP
                                      South Bay
  273      010-00000338     AMCC      West Fargo                NAP             NAP          10/01/03        03/31/08          NAP
                                      Living Center
  274      010-00000457     AMCC      Edgewood                  NAP             NAP          06/01/04        02/28/19          NAP
                                      Apartments
  275      010-00000321     AMCC      Washington/Shepherd       NAP             NAP          11/01/03        07/31/13          NAP
                                      Retail Center
  276      010-00000020     AMCC      Candlewood                NAP             NAP          04/01/02        03/31/07          NAP
                                      Apartments
  277      010-00000431     AMCC      Bishop Lifting            NAP             NAP          04/01/04        12/31/08          NAP
                                      Products
  278      010-00000382     AMCC      188 State Street          NAP             NAP          12/01/03        08/31/08          NAP

  279      010-00000259     AMCC      Woodstone                 NAP             NAP          08/01/01        01/31/13          NAP
                                      Properties
  280      010-00000553     AMCC      East Gate Manor        02/01/03        09/30/09           NAP            NAP             NAP
                                      Apartments
</TABLE>

<TABLE>
<CAPTION>
                                                                                 YIELD
                                                                 PREPAY-         MAINT-           YIELD
                                                                  MENT           ENANCE         MAINTEN-
                                                                 PENALTY         CALCUL-          ANCE           MASTER
CONTROL        LOAN         ORIGI-          LOAN /                 END            ATION         INTEREST       SERVICING
NUMBER        NUMBER        NATOR       PROPERTY NAME             DATE           METHOD           RATE          FEE RATE
-------------------------------------------------------------------------------------------------------------------------------
<S>        <C>              <C>       <C>                        <C>           <C>            <C>              <C>

  248      020-00000030     AMCC      Tolt Towne Center             NAP        Present Value     Treasury        0.0200%
                                                                                                 Flat-WAL
  249      010-00000318     AMCC      South Fridley                 NAP        Present Value     Treasury        0.0200%
                                      Apartments                                                 Flat-WAL
  253      010-00000298     AMCC      Howard Johnson                NAP             NAP            NAP           0.0200%
                                      Lake Havasu
  255      010-00000480     AMCC      261 East 300                  NAP        Present Value     Treasury        0.0200%
                                      South                                                      Flat-WAL
  256      010-00000316     AMCC      Hyde Park                     NAP        Present Value     Treasury        0.0200%
                                      Apartments                                                 Flat-WAL
  257      010-00000636     AMCC      Hawthorne                     NAP             NAP            NAP           0.0200%
                                      Business Park
  260      010-00000505     AMCC      Lovell Building               NAP        Present Value     Treasury        0.0200%
                                                                                                 Flat-WAL
  261      010-00000441     AMCC      Nationwide                    NAP        Present Value     Treasury        0.0200%
                                      Insurance Office                                           Flat-WAL
                                      Building
  262      010-00000380     AMCC      Attache Building              NAP        Present Value     Treasury        0.0200%
                                                                                                 Flat-WAL
  264      010-00000555     AMCC      Bluebonnet                    NAP        Present Value     Treasury        0.0200%
                                      Apartments                                                 Flat-WAL
  265      010-00000534     AMCC      8th Street                    NAP             NAP            NAP           0.0200%
                                      Apartments
  267      020-00000029     AMCC      Ralph's Grocery               NAP        Present Value     Treasury        0.0200%
                                      & Deli                                                     Flat-WAL
  268      020-00000055     AMCC      Market Square                 NAP        Present Value     Treasury        0.0200%
                                                                                                 Flat-WAL
  269      010-00000334     AMCC      Blockbuster                   NAP        Present Value     Treasury        0.0200%
                                      Video-Salt Lake                                            Flat-WAL
                                      City
  270      010-00000366     AMCC      Prudential                    NAP        Present Value     Treasury        0.0200%
                                      Wise-McIntire                                              Flat-WAL
                                      Office Building
  271      020-00000023     AMCC      Licton Springs                NAP        Present Value     Treasury        0.0200%
                                      Court Apartments                                           Flat-WAL
  272      010-00000212     AMCC      Surgicenter of                NAP        Present Value     Treasury        0.0200%
                                      South Bay                                                  Flat-WAL
  273      010-00000338     AMCC      West Fargo                    NAP        Present Value     Treasury        0.0200%
                                      Living Center                                              Flat-WAL
  274      010-00000457     AMCC      Edgewood                      NAP        Present Value     Treasury        0.0200%
                                      Apartments                                                 Flat-WAL
  275      010-00000321     AMCC      Washington/Shepherd           NAP        Present Value     Treasury        0.0200%
                                      Retail Center                                              Flat-WAL
  276      010-00000020     AMCC      Candlewood                    NAP        Present Value  Treasury+0.50%     0.0200%
                                      Apartments
  277      010-00000431     AMCC      Bishop Lifting                NAP        Present Value     Treasury        0.0200%
                                      Products                                                   Flat-WAL
  278      010-00000382     AMCC      188 State Street              NAP        Present Value     Treasury        0.0200%
                                                                                                 Flat-WAL
  279      010-00000259     AMCC      Woodstone                     NAP        Present Value     Treasury        0.0200%
                                      Properties                                                 Flat-WAL
  280      010-00000553     AMCC      East Gate Manor               NAP             NAP            NAP           0.0200%
                                      Apartments
</TABLE>


                                       2
<PAGE>   296
                                  EXHIBIT B-1D


                       SCHEDULE OF LASALLE MORTGAGE LOANS


                             [See Attached Schedule]


                                     B-1D-1
<PAGE>   297
<TABLE>
<CAPTION>
                                                                                                                             CROSS
                                                                                                                           COLLATER-
                                                                                                                             ALIZED
                              LOAN /                                                                          PROPERTY     (MORTGAGE
CONTROL   LOAN    ORIGI-     PROPERTY             PROPERTY                                 ZIP     PROPERTY   SIZE UNIT      LOAN
NUMBER   NUMBER   NATOR        NAME                ADDRESS            CITY       STATE     CODE     SIZE        TYPE         GROUP)
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>    <C>                <C>                    <C>           <C>      <C>      <C>        <C>          <C>
  102     1       LBNA   Medical Mutual     2060 East 9th          Cleveland      OH      44115     381,176     SF            No
                         of Ohio            Street
  103     34      LBNA   Jorie Plaza        800-810 Jorie          Oak Brook      IL      60523     191,666     SF            No
                                            Boulevard
  107     8       LBNA   101 West Grand     101 West Grand         Chicago        IL      60610      72,865     SF         Yes (L1)
  108     14      LBNA   57 W. Grand        57 W. Grand            Chicago        IL      60610      83,469     SF         Yes (L1)
  109     28      LBNA   40 West Hubbard    40 West Hubbard        Chicago        IL      60610      12,672     SF         Yes (L1)
                                            Street
  110     3       LBNA   South Loop         1245 South Clinton     Chicago        IL      60607     102,265     SF            No
                         Market Place
  114     4       LBNA   Seattle-Mead       811, 835, 855, S.      SeaTac         WA      98148     235,031     SF            No
                         Industrial         192nd Street
                         Facilities
  115     5       LBNA   Hamilton Court     1030 Charlela Lane     Elk Grove      IL      60007         579   Units           No
                         Apartments                                Village
  121     7       LBNA   29200              29200 NW Highway       Southfield     MI      48034     111,542     SF            No
                         Northwestern
                         Highway

  124     15      LBNA   GE /               2420 E. Pikes Peak     Colorado       CO      80909     161,986     SF         Yes (L2)
                         Montgomery         Avenue                 Springs
                         Wards
                          - Col. Springs
  125     24      LBNA   GE /               2222 Spencer           Pasadena       TX      77504     193,006     SF         Yes (L2)
                         Montgomery         Highway
                         Wards
                          - Pasadena Tx
  127     9       LBNA   Traders Tower      308-326 South          Chicago        IL      60606     250,500     SF            No
                         - Self Park        Wells Street
  128     10      LBNA   Mabek CO L.P.      500 North Field        Lake Forest    IL      60045      93,000     SF            No
                                            Drive
  140     16      LBNA   Horizon Health     19900 Haggerty Road    Livonia        MI      48152      46,267     SF            No
                         Center
  146     17      LBNA   Carriage House     1545 S. State          Chicago        IL      60605          81   Units           No
                         Lofts
  171     18      LBNA   Chandler's         630 Davis Street       Evanston       IL      60201      26,342     SF            No
                         Building
  175     19      LBNA   Springdale Mall    1600 Boston Road       Springfield    MA      01129     103,763     SF            No
  176     20      LBNA   Frontier           1225 Jefferson Road    Rochester      NY      14623      64,846     SF            No
                         Commons/Global
                         Crossing
  179     22      LBNA   Watermark          1600 Watermark         Columbus       OH      43215      43,929     SF            No
                         Office Building
  183     23      LBNA   Palm Haven         3301 58th Avenue       St.            FL      33714         270    Pads           No
                         Mobile Home        North                  Petersburg
                         Park
  186     25      LBNA   Imperial Crown     5925 Imperial          Mulberry       FL      33860      66,568     SF            No
                         Center             Parkway
  199     27      LBNA   Fountain Place     920 South              Lansing        MI      48910         108   Units           No
                         Apartments         Washington Avenue
  209     29      LBNA   Almond Grand       7501 Grand Avenue      Gurnee         IL      60031      13,905     SF            No
                         Gurnee
  225     30      LBNA   Birchbrook         3000 E. Birch          Brea           CA      92621      24,635     SF            No
                         Office Park        Street
  233     31      LBNA   Kendall Manor      125 S. Kendall         Kalamazoo      MI      49006          81   Units           No
                         Apartments         Avenue
  254     32      LBNA   Wickiup Mobile     2015 East Highway      Apache         AZ      85219         111    Pads           No
                         Home & RV Park     60                     Junction
  266     33      LBNA   E. M.              145 Metro Park         Rochester      NY      14623      31,035     SF            No
                         Jorgensen
                         Building
</TABLE>

<TABLE>
<CAPTION>
                                             CROSS
                                           COLLATER-
                                            ALIZED
                                           MORTGAGE
                                             LOAN
                                              GROUP
                              LOAN /       AGGREGATE                                MORT-           INTEREST
CONTROL   LOAN    ORIGI-     PROPERTY       CUT-OFF        OWNERSHIP   ORIGINAL     GAGE    RATE     ACCRUAL       LOAN       NOTE
NUMBER   NUMBER   NATOR        NAME       DATE BALANCE     INTEREST    BALANCE      RATE    TYPE     METHOD        TYPE       DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>    <C>              <C>             <C>         <C>         <C>      <C>     <C>          <C>         <C>
  102     1       LBNA   Medical Mutual     35,364,183    Fee Simple  35,400,000  8.3800%  Fixed   Actual/360    Balloon    09/29/00
                         of Ohio
  103     34      LBNA   Jorie Plaza        22,800,000    Fee Simple  22,800,000  8.3300%  Fixed   Actual/360    Balloon    11/22/00

  107     8       LBNA   101 West Grand     18,500,000    Fee Simple  10,000,000  7.5900%  Fixed   Actual/360    Balloon    11/15/00
  108     14      LBNA   57 W. Grand        18,500,000    Fee Simple   6,000,000  7.5500%  Fixed   Actual/360    Balloon    11/15/00
  109     28      LBNA   40 West Hubbard    18,500,000    Fee Simple   2,500,000  7.3800%  Fixed   Actual/360    Balloon    11/15/00

  110     3       LBNA   South Loop         18,235,848    Fee Simple  18,250,000  7.2800%  Fixed   Actual/360    Balloon    10/19/00
                         Market Place
  114     4       LBNA   Seattle-Mead       16,000,000    Fee Simple  16,000,000  8.1200%  Fixed   Actual/360    Balloon    11/13/00
                         Industrial
                         Facilities
  115     5       LBNA   Hamilton Court     15,988,455    Fee Simple  16,000,000  7.6400%  Fixed   Actual/360    Balloon    10/31/00
                         Apartments
  121     7       LBNA   29200              10,268,535    Part Fee    10,275,000  8.3150%  Fixed   Actual/360    Balloon    10/24/00
                         Northwestern                     Simple &
                         Highway                          Part
                                                          Leasehold
  124     15      LBNA   GE /                9,148,751    Fee Simple   6,000,000  7.6600%  Fixed   Actual/360   Full Amort  10/13/00
                         Montgomery
                         Wards
                          - Col. Springs
  125     24      LBNA   GE /                9,148,751    Fee Simple   3,200,000  7.6600%  Fixed   Actual/360   Full Amort  10/13/00
                         Montgomery
                         Wards
                          - Pasadena Tx
  127     9       LBNA   Traders Tower       8,343,003    Fee Simple   8,600,000  9.0000%  Fixed     30/360      Balloon    03/14/97
                         - Self Park
  128     10      LBNA   Mabek CO L.P.       8,145,364    Fee Simple  11,250,000  8.8000%  Fixed   Actual/360   Full Amort  04/21/94

  140     16      LBNA   Horizon Health      5,836,518    Fee Simple   5,850,000  8.5650%  Fixed   Actual/360    Balloon    06/29/00
                         Center
  146     17      LBNA   Carriage House      5,500,000    Fee Simple   5,500,000  8.1300%  Fixed   Actual/360    Balloon    11/16/00
                         Lofts
  171     18      LBNA   Chandler's          3,887,454    Fee Simple   3,900,000  8.6500%  Fixed   Actual/360    Balloon    04/27/00
                         Building
  175     19      LBNA   Springdale Mall     3,646,086    Fee Simple   3,650,000  8.1700%  Fixed   Actual/360    Balloon    09/06/00
  176     20      LBNA   Frontier            3,641,184    Fee Simple   3,650,000  8.4100%  Fixed   Actual/360    Balloon    06/28/00
                         Commons/Global
                         Crossing
  179     22      LBNA   Watermark           3,446,549    Fee Simple   3,450,000  8.4210%  Fixed   Actual/360    Balloon    09/19/00
                         Office Building
  183     23      LBNA   Palm Haven          3,192,704    Fee Simple   3,200,000  8.6000%  Fixed   Actual/360    Balloon    06/08/00
                         Mobile Home
                         Park
  186     25      LBNA   Imperial Crown      3,100,000    Fee Simple   3,100,000  8.2730%  Fixed   Actual/360    Balloon    11/16/00
                         Center
  199     27      LBNA   Fountain Place      2,525,986    Fee Simple   2,550,000  7.7900%  Fixed   Actual/360    Balloon    09/01/99
                         Apartments
  209     29      LBNA   Almond Grand        2,386,336    Fee Simple   2,390,000  8.6500%  Fixed   Actual/360    Balloon    08/03/00
                         Gurnee
  225     30      LBNA   Birchbrook          1,795,756    Fee Simple   1,800,000  8.4900%  Fixed   Actual/360    Balloon    06/30/00
                         Office Park
  233     31      LBNA   Kendall Manor       1,496,527    Fee Simple   1,500,000  8.5500%  Fixed   Actual/360    Balloon    06/29/00
                         Apartments
  254     32      LBNA   Wickiup Mobile      1,133,071    Fee Simple   1,135,000  8.2400%  Fixed   Actual/360    Balloon    08/14/00
                         Home & RV Park
  266     33      LBNA   E. M.                 902,239    Fee Simple     904,250  8.6800%  Fixed   Actual/360    Balloon    06/09/00
                         Jorgensen
                         Building
</TABLE>


<TABLE>
<CAPTION>
                                                                                                                STATED
                                                               ANTICI-                              ORIGINAL   ORIGINAL
                                                                PATED     SCHED-      MONTHLY        TERM TO    AMORT-
                              LOAN /                           REPAY-      ULED        DEBT         MATURITY   IZATION     SEASON-
CONTROL   LOAN    ORIGI-     PROPERTY         CONTROL   LOAN    MENT     MATURITY     SERVICE         / ARD      TERM        ING
 NUMBER  NUMBER   NATOR        NAME           NUMBER   NUMBER   DATE       DATE       PAYMENT       (MONTHS)   (MONTHS)   (MONTHS)
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>    <C>                  <C>      <C>     <C>      <C>        <C>              <C>        <C>        <C>
  102     1       LBNA   Medical Mutual        102       1      NAP     10/01/10   269,190.52          120       360          2
                         of Ohio
  103     34      LBNA   Jorie Plaza           103       34     NAP     12/01/10   172,572.76          120       360          0
  107     8       LBNA   101 West Grand        107       8      NAP     12/01/10     70,538.76         120       360          0
  108     14      LBNA   57 W. Grand           108       14     NAP     12/01/10     42,158.49         120       360          0
  109     28      LBNA   40 West Hubbard       109       28     NAP     12/01/10     17,275.40         120       360          0
  110     3       LBNA   South Loop            110       3      NAP     11/01/10   124,868.74          120       360          1
                         Market Place
  114     4       LBNA   Seattle-Mead          114       4      NAP     12/01/10   118,743.55          120       360          0
                         Industrial
                         Facilities
  115     5       LBNA   Hamilton Court        115       5      NAP     11/01/10   113,412.14          120       360          1
                         Apartments
  121     7       LBNA   29200                 121       7      NAP     11/01/10     77,662.67         120       360          1
                         Northwestern
                         Highway
  124     15      LBNA   GE /                  124       15     NAP     11/01/10     71,723.10         120       120          1
                         Montgomery
                         Wards
                          - Col. Springs
  125     24      LBNA   GE /                  125       24     NAP     11/01/10     38,252.32         120       120          1
                         Montgomery
                         Wards
                          - Pasadena Tx
  127     9       LBNA   Traders Tower         127       9      NAP     03/31/07     72,170.89 (c)     120       300         44
                         - Self Park
  128     10      LBNA   Mabek CO L.P.         128       10     NAP     05/01/09   112,770.40          180       180         79

  140     16      LBNA   Horizon Health        140       16     NAP     07/01/10     45,251.20         120       360          5
                         Center
  146     17      LBNA   Carriage House        146       17     NAP     12/01/10     40,856.60         120       360          0
                         Lofts
  171     18      LBNA   Chandler's            171       18     NAP     05/01/10     30,403.20         120       360          7
                         Building
  175     19      LBNA   Springdale Mall       175       19     NAP     10/01/10     27,216.22         120       360          2
  176     20      LBNA   Frontier              176       20     NAP     07/01/10     27,832.86         120       360          5
                         Commons/Global
                         Crossing
  179     22      LBNA   Watermark             179       22     NAP     10/01/12     26,334.60         144       360          2
                         Office Building
  183     23      LBNA   Palm Haven            183       23     NAP     07/01/10     24,832.37         120       360          5
                         Mobile Home
                         Park
  186     25      LBNA   Imperial Crown        186       25     NAP     12/01/10     23,339.41         120       360          0
                         Center
  199     27      LBNA   Fountain Place        199       27     NAP     09/01/09     18,339.05         120       360         15
                         Apartments
  209     29      LBNA   Almond Grand          209       29     NAP     07/01/06     18,631.70          70       360          3
                         Gurnee
  225     30      LBNA   Birchbrook            225       30     NAP     07/01/10     13,827.69         120       360          5
                         Office Park
  233     31      LBNA   Kendall Manor         233       31     NAP     07/01/10     11,586.90         120       360          5
                         Apartments
  254     32      LBNA   Wickiup Mobile        254       32     NAP     09/01/10    8,518.90           120       360          3
                         Home & RV Park
  266     33      LBNA   E. M.                 266       33     NAP     07/01/10    7,068.58           120       360          5
                         Jorgensen
                         Building
</TABLE>

<TABLE>
<CAPTION>
                                          REMAIN-     STATED                                                                YIELD
                                          ING TERM  REMAINING                      LOAN                                    MAINTEN-
                                             TO      AMORT-                      BALANCE                                     ANCE
                              LOAN /      MATURITY   IZATION       CUT-OFF          AT           DEFEASE                    PERIOD
CONTROL   LOAN    ORIGI-     PROPERTY      / ARD      TERM          DATE         MATURITY         START       DEFEASE       START
 NUMBER  NUMBER   NATOR        NAME       (MONTHS)  (MONTHS)       BALANCE        / ARD           DATE       END DATE        DATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>    <C>              <C>       <C>        <C>             <C>              <C>          <C>           <C>
  102     1       LBNA   Medical Mutual      118      358      35,364,183.34   31,934,404.04    10/01/03     06/30/10        NAP
                         of Ohio
  103     34      LBNA   Jorie Plaza         120      360      22,800,000.00   20,543,305.72    12/01/03     09/30/10        NAP
  107     8       LBNA   101 West Grand      120      360      10,000,000.00    8,852,255.85    12/01/03     09/30/10        NAP
  108     14      LBNA   57 W. Grand         120      360       6,000,000.00    5,306,065.10    12/01/03     09/30/10        NAP
  109     28      LBNA   40 West Hubbard     120      360       2,500,000.00    2,201,415.82    12/01/03     09/30/10        NAP
  110     3       LBNA   South Loop          119      359      18,235,847.93   16,027,421.10    11/01/03     08/31/10        NAP
                         Market Place
  114     4       LBNA   Seattle-Mead        120      360      16,000,000.00   14,346,179.33    12/01/03     09/30/10        NAP
                         Industrial
                         Facilities
  115     5       LBNA   Hamilton Court      119      359      15,988,454.53   14,179,312.03    11/01/03     08/31/10        NAP
                         Apartments
  121     7       LBNA   29200               119      359      10,268,534.52    9,253,368.97    11/01/03     08/31/10        NAP
                         Northwestern
                         Highway
  124     15      LBNA   GE /                119      119       5,966,576.90       60,952.39    11/01/03     08/31/10        NAP
                         Montgomery
                         Wards
                          - Col. Springs
  125     24      LBNA   GE /                119      119       3,182,174.35       32,507.94    11/01/03     08/31/10        NAP
                         Montgomery
                         Wards
                          - Pasadena Tx
  127     9       LBNA   Traders Tower        76      270       8,343,002.93    7,364,596.26       NAP          NAP        05/01/97
                         - Self Park
  128     10      LBNA   Mabek CO L.P.       101      101       8,145,363.67      330,965.50       NAP          NAP        06/05/94

  140     16      LBNA   Horizon Health      115      355       5,836,517.68    5,300,891.15    07/01/03     04/30/10        NAP
                         Center
  146     17      LBNA   Carriage House      120      360       5,500,000.00    4,932,657.34    12/01/03     09/30/10        NAP
                         Lofts
  171     18      LBNA   Chandler's          113      353       3,887,453.97    3,540,839.88    05/01/03     01/31/10        NAP
                         Building
  175     19      LBNA   Springdale Mall     118      358       3,646,086.27    3,276,719.65    10/01/03     07/31/10        NAP
  176     20      LBNA   Frontier            115      355       3,641,183.51    3,295,787.06    07/01/03     04/30/10        NAP
                         Commons/Global
                         Crossing
  179     22      LBNA   Watermark           142      358       3,446,549.32    3,007,185.62    10/01/03     07/31/12        NAP
                         Office Building
  183     23      LBNA   Palm Haven          115      355       3,192,703.97    2,901,913.77    07/01/03     04/30/10        NAP
                         Mobile Home
                         Park
  186     25      LBNA   Imperial Crown      120      360       3,100,000.00    2,789,501.14    12/01/03     09/30/10        NAP
                         Center
  199     27      LBNA   Fountain Place      105      345       2,525,985.85    2,269,274.88    01/01/03     06/30/09        NAP
                         Apartments
  209     29      LBNA   Almond Grand         67      357       2,386,336.28    2,283,929.47       NAP          NAP        10/01/00
                         Gurnee
  225     30      LBNA   Birchbrook          115      355       1,795,755.67    1,628,282.25    07/01/03     04/30/10        NAP
                         Office Park
  233     31      LBNA   Kendall Manor       115      355       1,496,527.07    1,358,743.29    07/01/03     04/30/10        NAP
                         Apartments
  254     32      LBNA   Wickiup Mobile      117      357       1,133,070.73    1,020,431.36    09/01/04     08/31/10        NAP
                         Home & RV Park
  266     33      LBNA   E. M.               115      355         902,238.79      821,482.71    07/01/03     04/30/10        NAP
                         Jorgensen
                         Building
</TABLE>

<TABLE>
<CAPTION>
                                             YIELD       PREPAY-    PREPAY-
                                            MAINTEN-       MENT      MENT          YIELD         YIELD
                              LOAN /          ANCE       PENALTY    PENALTY    MAINTENANCE    MAINTENANCE      MASTER
CONTROL   LOAN    ORIGI-     PROPERTY        PERIOD       START       END      CALCULATION     INTEREST       SERVICING
 NUMBER  NUMBER   NATOR        NAME         END DATE      DATE       DATE         METHOD         RATE         FEE RATE
-----------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>    <C>                <C>          <C>        <C>       <C>            <C>              <C>
  102     1       LBNA   Medical Mutual       NAP          NAP        NAP          NAP            NAP          0.0200%
                         of Ohio
  103     34      LBNA   Jorie Plaza          NAP          NAP        NAP          NAP            NAP          0.0200%
  107     8       LBNA   101 West Grand       NAP          NAP        NAP          NAP            NAP          0.0200%
  108     14      LBNA   57 W. Grand          NAP          NAP        NAP          NAP            NAP          0.0200%
  109     28      LBNA   40 West Hubbard      NAP          NAP        NAP          NAP            NAP          0.0200%
  110     3       LBNA   South Loop           NAP          NAP        NAP          NAP            NAP          0.0200%
                         Market Place
  114     4       LBNA   Seattle-Mead         NAP          NAP        NAP          NAP            NAP          0.0200%
                         Industrial
                         Facilities
  115     5       LBNA   Hamilton Court       NAP          NAP        NAP          NAP            NAP          0.0200%
                         Apartments
  121     7       LBNA   29200                NAP          NAP        NAP          NAP            NAP          0.0200%
                         Northwestern
                         Highway
  124     15      LBNA   GE /                 NAP          NAP        NAP          NAP            NAP          0.0200%
                         Montgomery
                         Wards
                          - Col. Springs
  125     24      LBNA   GE /                 NAP          NAP        NAP          NAP            NAP          0.0200%
                         Montgomery
                         Wards
                          - Pasadena Tx
  127     9       LBNA   Traders Tower      09/30/06       NAP        NAP     Present Value    Treasury        0.0200%
                         - Self Park                                                         Flat-Maturity
  128     10      LBNA   Mabek CO L.P.      07/31/08       NAP        NAP     Present Value    Treasury        0.0200%
                                                                                             Flat-Maturity
  140     16      LBNA   Horizon Health       NAP          NAP        NAP          NAP            NAP          0.0200%
                         Center
  146     17      LBNA   Carriage House       NAP          NAP        NAP          NAP            NAP          0.0200%
                         Lofts
  171     18      LBNA   Chandler's           NAP          NAP        NAP          NAP            NAP          0.0200%
                         Building
  175     19      LBNA   Springdale Mall      NAP          NAP        NAP          NAP            NAP          0.0200%
  176     20      LBNA   Frontier             NAP          NAP        NAP          NAP            NAP          0.0200%
                         Commons/Global
                         Crossing
  179     22      LBNA   Watermark            NAP          NAP        NAP          NAP            NAP          0.0200%
                         Office Building
  183     23      LBNA   Palm Haven           NAP          NAP        NAP          NAP            NAP          0.0200%
                         Mobile Home
                         Park
  186     25      LBNA   Imperial Crown       NAP          NAP        NAP          NAP            NAP          0.0200%
                         Center
  199     27      LBNA   Fountain Place       NAP          NAP        NAP          NAP            NAP          0.0200%
                         Apartments
  209     29      LBNA   Almond Grand       04/30/06       NAP        NAP     Present Value    Treasury        0.0200%
                         Gurnee                                                              Flat-Maturity
  225     30      LBNA   Birchbrook           NAP          NAP        NAP          NAP            NAP          0.0200%
                         Office Park
  233     31      LBNA   Kendall Manor        NAP          NAP        NAP          NAP            NAP          0.0200%
                         Apartments
  254     32      LBNA   Wickiup Mobile       NAP          NAP        NAP          NAP            NAP          0.0200%
                         Home & RV Park
  266     33      LBNA   E. M.                NAP          NAP        NAP          NAP            NAP          0.0200%
                         Jorgensen
                         Building
</TABLE>


                                     B-1D-1
<PAGE>   298
                                  EXHIBIT B-1E


                 SCHEDULE OF MORTGAGE LOANS HELD BY LOAN REMICS

                             [See Attached Schedule]


                                     B-1E-1
<PAGE>   299
<TABLE>
<CAPTION>
CONTROL NUMBER          LOAN NUMBER           LOAN / PROPERTY NAME            CUT-OFF DATE BALANCE
---------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>                             <C>
     246                010-00000533          Checkmate Apartments                1,345,548.08
     265                010-00000534          8th Street Apartments                 973,007.92
</TABLE>


                                     B-1E-1
<PAGE>   300
                                  EXHIBIT B-1F

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS



                                 EXHIBIT B-1F-1
<PAGE>   301
<TABLE>
<CAPTION>
CONTROL NUMBER          LOAN NUMBER          LOAN / PROPERTY NAME           CUT-OFF DATE BALANCE
--------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                            <C>
     130                11358                Boynton Plaza                      7,679,220.02
     189                03-0810210           Sav-on and Carl's Jr.              2,994,591.49
</TABLE>



                                 EXHIBIT B-1F-1
<PAGE>   302
                                  EXHIBIT B-1G

             SCHEDULE OF MORTGAGE LOANS WITH CUT-OFF DATE PRINCIPAL
         BALANCES OF $15,000,000 OR MORE THAT DO NOT PROVIDE FOR RATING
           AGENCY CONFIRMATION REGARDING WAIVER OF DUE-ON-SALE CLAUSES

            LOAN/PROPERTY NAME                   CUT-OFF DATE BALANCE




                                     [NONE]



                                     B-1G-1
<PAGE>   303
                                  EXHIBIT B-1H

                   SCHEDULE OF MORTGAGE LOANS AS TO WHICH 50%
                 OF ASSUMPTION FEES ARE PAYABLE TO SUB-SERVICERS



                                     B-1H-1
<PAGE>   304
<TABLE>
<CAPTION>
CONTROL NUMBER          LOAN NUMBER          LOAN / PROPERTY NAME                                    CUT-OFF DATE BALANCE
---------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                                                     <C>
     106                6603559              149 New Montgomery Street                                   18,809,602.27
     112                11483                Pacific Plaza                                               16,426,642.13
     113                6603432              Seatac Village Shopping Center                              16,087,967.31
     118                6604594              85 Devonshire Street/258-262 Washington Street              13,650,000.00
     129                11312                Burlington Self Storage                                      7,984,459.40
     130                11358                Boynton Plaza                                                7,679,220.02
     132                10511                Garden Ridge                                                 7,095,636.48
     133                2010092              300 West Pratt Street                                        7,018,345.03
     134                2010093              The GTE Building                                             6,877,665.29
     135                2010096              Hamlin Court                                                 6,810,392.89
     145                6603550              Arlington Heights Apartments                                 5,541,084.10
     150                9911010085           Calaveras Landing Shopping Center                            5,173,541.50
     151                1010091              Healtheon                                                    5,145,165.22
     158                6603687              Tivoli Gardens Apartments                                    4,369,641.03
     165                11432                Greenhill Corporate Center                                   4,089,787.90
     169                6603484              The Cascades                                                 3,963,919.71
     181                9910010082           Lafayette Business Park                                      3,383,354.91
     182                11573                Arrow Business Center                                        3,246,693.32
     192                10896                Weatherbridge Center Buildings II and III                    2,842,834.15
     194                9904010054           1201 Sharp Street                                            2,758,739.76
     207                6605277              Broadway Plaza Building                                      2,394,273.84
     229                6605203              Mini-City Self Storage                                       1,664,338.67
</TABLE>


                                     B-1H-1
<PAGE>   305
                                  EXHIBIT B-1I

                   SCHEDULE OF PRIMARY SERVICED MORTGAGE LOANS



<PAGE>   306
<TABLE>
<CAPTION>
                                                                                                                   RETAINED SUB-
CONTROL NUMBER     LOAN NUMBER     LOAN / PROPERTY NAME                                CUT-OFF DATE BALANCE      SERVICING FEE RATE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>             <C>                                                 <C>                       <C>
     104           03-0812051      Westland Meadows                                       22,714,214.38               0.0500%
     106           6603559         149 New Montgomery Street                              18,809,602.27               0.0400%
     112           11483           Pacific Plaza                                          16,426,642.13               0.0700%
     113           6603432         Seatac Village Shopping Center                         16,087,967.31               0.0750%
     118           6604594         85 Devonshire Street/258-262 Washington Street         13,650,000.00               0.0700%
-----------------------------------------------------------------------------------------------------------------------------------
     122           03-0810402      Simchik Four Property Portfolio                         9,975,377.47               0.0600%
     122a          03-0810402a     100 Market Street
     122b          03-0810402b     9 Executive Park Drive
     122c          03-0810402c     1255 South Willow Street
     122d          03-0810402d     135 Daniel Webster Highway
-----------------------------------------------------------------------------------------------------------------------------------
     129           11312           Burlington Self Storage                                 7,984,459.40               0.0700%
     130           11358           Boynton Plaza                                           7,679,220.02               0.0700%
     132           10511           Garden Ridge                                            7,095,636.48               0.0700%
     133           2010092         300 West Pratt Street                                   7,018,345.03               0.0700%
     134           2010093         The GTE Building                                        6,877,665.29               0.0700%
     135           2010096         Hamlin Court                                            6,810,392.89               0.0700%
     140           16              Horizon Health Center                                   5,836,517.68               0.0400%
     145           6603550         Arlington Heights Apartments                            5,541,084.10               0.0900%
     149           6604949         Villa de Mission East                                   5,178,495.88               0.0750%
     150           9911010085      Calaveras Landing Shopping Center                       5,173,541.50               0.0700%
     151           1010091         Healtheon                                               5,145,165.22               0.0700%
     156           6605190         Town Green at Wilton Center                             4,907,937.15               0.1250%
     158           6603687         Tivoli Gardens Apartments                               4,369,641.03               0.0800%
     163           6604565         Franklinton Square Shopping Center                      4,183,599.97               0.1000%
     165           11432           Greenhill Corporate Center                              4,089,787.90               0.0700%
     169           6603484         The Cascades                                            3,963,919.71               0.0900%
     181           9910010082      Lafayette Business Park                                 3,383,354.91               0.0700%
     182           11573           Arrow Business Center                                   3,246,693.32               0.0700%
     183           23              Palm Haven Mobile Home Park                             3,192,703.97               0.0600%
     187           HHCC0064        Fran Murphy Building                                    3,044,546.48               0.0600%
     192           10896           Weatherbridge Center Buildings II and III               2,842,834.15               0.0700%
     194           9904010054      1201 Sharp Street                                       2,758,739.76               0.0700%
     199           27              Fountain Place Apartments                               2,525,985.85               0.0600%
     207           6605277         Broadway Plaza Building                                 2,394,273.84               0.0900%
     211           HHCC0063        Peppertree Apartments                                   2,363,873.79               0.0600%
     229           6605203         Mini-City Self Storage                                  1,664,338.67               0.0900%
     233           31              Kendall Manor Apartments                                1,496,527.07               0.0600%
     254           32              Wickiup Mobile Home & RV Park                           1,133,070.73               0.0600%
</TABLE>

<TABLE>
<CAPTION>
CONTROL NUMBER     LOAN NUMBER     LOAN / PROPERTY NAME                                        SUB-SERVICER
--------------------------------------------------------------------------------------------------------------------------
<S>                <C>             <C>                                                    <C>
     104           03-0812051      Westland Meadows                                       Bernard Financial
     106           6603559         149 New Montgomery Street                              LJ Melody & Company, Inc.
     112           11483           Pacific Plaza                                          Continental Wingate
     113           6603432         Seatac Village Shopping Center                         LJ Melody & Company, Inc.
     118           6604594         85 Devonshire Street/258-262 Washington Street         LJ Melody & Company, Inc.
--------------------------------------------------------------------------------------------------------------------------
     122           03-0810402      Simchik Four Property Portfolio                        Meredith & Grew
     122a          03-0810402a     100 Market Street
     122b          03-0810402b     9 Executive Park Drive
     122c          03-0810402c     1255 South Willow Street
     122d          03-0810402d     135 Daniel Webster Highway
--------------------------------------------------------------------------------------------------------------------------
     129           11312           Burlington Self Storage                                Continental Wingate
     130           11358           Boynton Plaza                                          Continental Wingate
     132           10511           Garden Ridge                                           Continental Wingate
     133           2010092         300 West Pratt Street                                  Continental Wingate
     134           2010093         The GTE Building                                       Continental Wingate
     135           2010096         Hamlin Court                                           Continental Wingate
     140           16              Horizon Health Center                                  Bernard Financial
     145           6603550         Arlington Heights Apartments                           LJ Melody & Company, Inc.
     149           6604949         Villa de Mission East                                  Holliday Fenoglio Fowler, L.P.
     150           9911010085      Calaveras Landing Shopping Center                      Continental Wingate
     151           1010091         Healtheon                                              Continental Wingate
     156           6605190         Town Green at Wilton Center                            Holliday Fenoglio Fowler, L.P.
     158           6603687         Tivoli Gardens Apartments                              Financial Federal Savings Bank
     163           6604565         Franklinton Square Shopping Center                     GMAC Commercial Mortgage Corp.
     165           11432           Greenhill Corporate Center                             Continental Wingate
     169           6603484         The Cascades                                           LJ Melody & Company, Inc.
     181           9910010082      Lafayette Business Park                                Continental Wingate
     182           11573           Arrow Business Center                                  Continental Wingate
     183           23              Palm Haven Mobile Home Park                            Bloomfield Servicing
     187           HHCC0064        Fran Murphy Building                                   Huntoon Hastings Capital Corp.
     192           10896           Weatherbridge Center Buildings II and III              Continental Wingate
     194           9904010054      1201 Sharp Street                                      Continental Wingate
     199           27              Fountain Place Apartments                              Bloomfield Servicing
     207           6605277         Broadway Plaza Building                                LJ Melody & Company, Inc.
     211           HHCC0063        Peppertree Apartments                                  Huntoon Hastings Capital Corp.
     229           6605203         Mini-City Self Storage                                 LJ Melody & Company, Inc.
     233           31              Kendall Manor Apartments                               Bloomfield Servicing
     254           32              Wickiup Mobile Home & RV Park                          Bloomfield Servicing
</TABLE>


                                     B-1I-1
<PAGE>   307
                                   EXHIBIT B-2

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY


<PAGE>   308
<TABLE>
<CAPTION>
PROSPECTUS ID     SELLER      PROPERTY NAME      DOCUMENT     EX CODE         EXCEPTION                COMMENTS
-------------     ------      -------------      --------     -------         ---------                --------
<S>               <C>        <C>                 <C>          <C>         <C>                      <C>
     122           GCM       SIMCHIK FOUR PR       NOTE          14       Loan Amount Does Not     NOTE: 10,495,000
                                                                          Agree With Schedule      SCH: 9,985,567.88
</TABLE>


                                     B-2-1
<PAGE>   309
                                   EXHIBIT B-3

                         FORM OF CUSTODIAL CERTIFICATION

                                     [date]


Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York  10013

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

LaSalle Bank National Association
135 South LaSalle Street, Suite 1260
Chicago, Illinois  60603

Midland Loan Services, Inc.
210 West 10th Street, 6th Floor
Kansas City, Missouri  64105


Deutsche Bank Securities, Inc.
31 West 52nd Street, 3rd Floor
New York, New York  10019

Salomon Brothers Realty Corp.
388 Greenwich Street
New York, New York  10013

Artesia Mortgage Capital Corporation
1180 Northwest Maple Street, Suite 202
Issaquah, Washington  98027

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland  21044

Lennar Partners, Inc.
760 NW 107th Avenue
Suite 400
Miami, Florida  33172

ABN AMRO N.V.
135 South LaSalle Street, Suite 1260
Chicago, Illinois  60603


        Re:   Salomon Brothers Mortgage Securities VII, Inc.,
              Commercial Mortgage Pass-Through Certificates, Series 2000-C3

Ladies and Gentlemen:

         Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of December 1, 2000 and related to the above-referenced Certificates
(the "Agreement"), Wells Fargo Bank Minnesota, N.A., as custodian on behalf of
the Trustee (the "Custodian"), hereby certifies as to each Original Mortgage
Loan subject to the Agreement (except as identified in the exception report
attached hereto) that: (i) the original Mortgage Note specified in clause (i) of
the definition of "Mortgage File" in the Agreement and all allonges thereto, if
any (or a copy of such Mortgage Note, together with a "lost note affidavit"
certifying that the original of such Mortgage Note has been lost), the original
or copy of each document specified in clauses (ii) through (iv) of the
definition of "Mortgage File" in the Agreement, the original or copy of the
policy of title insurance specified in clause (vii) of the definition of
"Mortgage File" in the Agreement, originals or copies of any documents specified
in clauses (iii) and (v) of the definition of "Mortgage File" in the Agreement
(to the extent that the Trustee has actual knowledge that such documents exist),
the original or a copy of each document specified in clause (viii) of the


                                     B-3-1
<PAGE>   310
definition of "Mortgage File" in the Agreement (without regard to the
parenthetical in such clause (viii)) and, in the case of each Original Mortgage
Loan identified on Exhibit B-1E, the original or a copy of the Loan REMIC
Declaration specified in clause (xii) of the definition of "Mortgage File" is in
its possession or the possession of a Custodian on its behalf; (ii) if the date
of this report is more than 180 days after the Closing Date, the
recordation/filing contemplated by Section 2.01(e) has been completed (based
solely on receipt by the Trustee or a Custodian on its behalf of the particular
recorded/filed documents); (iii) all documents received by it or any Custodian
with respect to such Mortgage Loan have been reviewed by it or by such Custodian
on its behalf and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the
Borrower), (B) appear to have been executed and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
and Section 2.02(b) of the Agreement and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (ii)(A) (other than the zip code), (iii)(A) and (vi)(B) of
the definition of "Mortgage Loan Schedule" in the Agreement accurately reflects
the information set forth in the Mortgage File. The Trustee, upon request, shall
distribute current exception reports to any party to the Agreement, the Rating
Agencies or the Certificateholders for as long as there are exceptions
outstanding.

         Pursuant to Section 2.02(c) of the Agreement, the Custodian is not
under any 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,
binding, enforceable, sufficient or appropriate for the represented purpose or
that they are other than what they purport to be on their face. Furthermore, the
Custodian shall not have any responsibility for determining whether the text of
any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of
any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction.

         In performing the reviews contemplated by Section 2.02(a) and Section
2.02(b) of the Agreement, the Trustee or a Custodian on its behalf may have
conclusively relied on the related Mortgage Loan Seller as to the purported
genuineness of any such document and any signature thereon. It is understood
that the scope of the Trustee's and any Custodian's review of the Mortgage Files
is limited solely to confirming that the documents specified in clauses (i),
(ii), (iii) (to the extent that the Trustee has actual knowledge that such
documents exist), (iv), (v) (to the extent that the Trustee has actual knowledge
that such documents exist), (vii), (viii) and (xii) of the definition of
"Mortgage File" in the Agreement have been received and such additional
information as will be necessary for making and/or delivering the certifications
required by Section 2.02(a) and Section 2.02(b) of the Agreement. Further, with
respect to UCC filings, absent actual knowledge or copies of UCC filings in the
Mortgage File indicating otherwise, the Trustee shall assume for purposes of the
certifications delivered pursuant to Section 2.02 of the Agreement, that one
state level UCC filing and one county level UCC filing was made for each
Mortgaged Property operated as a healthcare or hospitality property.


                                     B-3-2
<PAGE>   311
         Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.


                                      Respectfully,


                                      WELLS FARGO BANK MINNESOTA, N.A.,
                                      not in its individual capacity but solely
                                      as Custodian


                                      By:______________________________________
                                         Name:
                                         Title:


                                     B-3-3
<PAGE>   312
                                   EXHIBIT B-4

                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN
    FOR LOANS HAVING BALANCE OF (A) $5,000,000 OR LESS, OR (B) LESS THAN 1%
                 OF OUTSTANDING POOL BALANCE, WHICHEVER IS LESS


To:      Standard & Poor's Ratings Services
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance

         Moody's Investors Service, Inc.
         99 Church Street, 6th floor
         New York, New York 10007


From:    Midland Loan Services, Inc., in its capacity as Master Servicer (the
         "Master Servicer") under the Pooling and Servicing Agreement dated as
         of December 1, 2000 (the "Pooling and Servicing Agreement"), among the
         Master Servicer, Salomon Brothers Mortgage Securities VII, Inc. as
         Depositor, Lennar Partners, Inc. as Special Servicer, Wells Fargo Bank
         Minnesota, N.A. as Trustee and LaSalle Bank National Association as
         Certificate Administrator and as Tax Administrator.

Date:    _________, 20___

Re:      Salomon Brothers Mortgage Securities VII, Inc.
         Commercial Mortgage Pass-Through Certificates, Series 2000-C3

         Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on
         the Mortgage Loan Schedule attached to the Pooling and Servicing
         Agreement and heretofore secured by the Mortgaged Properties identified
         on the Mortgage Loan Schedule by the following names:
         ____________________
         ____________________

         Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

         As Servicer under the Pooling and Servicing Agreement, we hereby:

                  1. Notify you that the Borrower has consummated a defeasance
of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


                                     B-4-1
<PAGE>   313
                           ____     a full defeasance of the payments scheduled
                                    to be due in respect of the entire Principal
                                    Balance of the Mortgage Loan; or

                           ____     a partial defeasance of the payments
                                    scheduled to be due in respect of a portion
                                    of the Principal Balance of the Mortgage
                                    Loan that represents ___% of the entire
                                    Principal Balance of the Mortgage Loan and,
                                    under the Mortgage, has an allocated loan
                                    amount of $____________ or _______% of the
                                    entire Principal Balance;

                  2. Certify as to each of the following, and any additional
explanatory notes set forth on Exhibit A hereto:

                  The Mortgage Loan Documents permit the defeasance, and the
                  terms and conditions for defeasance specified therein were
                  satisfied in all material respects in completing the
                  defeasance.

                  The defeasance was consummated on __________, 20__.

                  The defeasance collateral consists of securities that (i)
                  constitute "government securities" as defined in Section
                  2(a)(16) of the Investment Company Act of 1940 as amended (15
                  U.S.C. 80a-1), (ii) are listed as "Qualified Investments for
                  'AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash Flow
                  Approach" in Standard & Poor's Public Finance Criteria 2000,
                  as amended to the date of the defeasance, (iii) are rated
                  'AAA' by Standard & Poor's, (iv) if they include a principal
                  obligation, provide for a predetermined fixed dollar amount of
                  principal due at maturity that cannot vary or change, and (v)
                  are not subject to prepayment, call or early redemption. Such
                  securities have the characteristics set forth below:

                         CUSIP RATE MAT PAY DATES ISSUED

                  The Master Servicer received an opinion of counsel (from
                  counsel approved by the Master Servicer in accordance with the
                  Servicing Standard) that the defeasance will not result in an
                  Adverse REMIC Event.

                  The Master Servicer determined that the defeasance collateral
                  will be owned by an entity (the "Defeasance Obligor") as to
                  which one of the statements checked below is true:

                           ____     the related Borrower was a Single-Purpose
                                    Entity (as defined in Standard & Poor's
                                    Structured Finance Ratings Real Estate
                                    Finance Criteria, as amended to the date of
                                    the defeasance (the "S&P Criteria")) as of
                                    the date of the defeasance, and after the
                                    defeasance owns no assets other than the
                                    defeasance collateral and real property
                                    securing Mortgage Loans included in the
                                    pool.


                                     B-4-2
<PAGE>   314
                           ____     the related Borrower designated a
                                    Single-Purpose Entity (as defined in the S&P
                                    Criteria) to own the defeasance collateral;
                                    or

                           ____     the Master Servicer designated a
                                    Single-Purpose Entity (as defined in the S&P
                                    Criteria) established for the benefit of the
                                    Trust to own the defeasance collateral.

                  The Master Servicer received a broker or similar confirmation
                  of the credit, or the accountant's letter described below
                  contained statements that it reviewed a broker or similar
                  confirmation of the credit, of the defeasance collateral to an
                  Eligible Account in the name of the Defeasance Obligor, which
                  account is maintained as a securities account by the
                  Certificate Administrator acting as a securities intermediary.

                  As securities intermediary, Certificate Administrator is
                  obligated to make the scheduled payments on the Mortgage Loan
                  from the proceeds of the defeasance collateral directly to the
                  Master Servicer's collection account in the amounts and on the
                  dates specified in the Mortgage Loan Documents or, in a
                  partial defeasance, the portion of such scheduled payments
                  attributed to the allocated loan amount for the real property
                  defeased, increased by any defeasance premium specified in the
                  Mortgage Loan Documents (the "Scheduled Payments").

                  The Master Servicer received from the Borrower written
                  confirmation from a firm of independent certified public
                  accountants, who were approved by the Master Servicer in
                  accordance with the Servicing Standard, stating that (i)
                  revenues from principal and interest payments made on the
                  defeasance collateral (without taking into account any
                  earnings on reinvestment of such revenues) will be sufficient
                  to timely pay each of the Scheduled Payments after the
                  defeasance including the payment in full of the Mortgage Loan
                  (or the allocated portion thereof in connection with a partial
                  defeasance) on its Maturity Date (or, in the case of an ARD
                  Loan, on its Anticipated Repayment Date), (ii) the revenues
                  received in any month from the defeasance collateral will be
                  applied to make Scheduled Payments within four (4) months
                  after the date of receipt, and (iii) interest income from the
                  defeasance collateral to the Defeasance Obligor in any
                  calendar or fiscal year will not exceed such Defeasance
                  Obligor's interest expense for the Mortgage Loan (or the
                  allocated portion thereof in a partial defeasance) for such
                  year.

                  The Master Servicer received opinions from counsel, who were
                  approved by the Master Servicer in accordance with the
                  Servicing Standard, that (i) the agreements executed by the
                  Borrower and/or the Defeasance Obligor in connection with the
                  defeasance are enforceable against them in accordance with
                  their terms, and (ii) the Trustee will have a perfected, first
                  priority security interest in the defeasance collateral
                  described above.


                                     B-4-3
<PAGE>   315
                  The agreements executed in connection with the defeasance (i)
                  permit reinvestment of proceeds of the defeasance collateral
                  only in Permitted Investments, (ii) permit release of surplus
                  defeasance collateral and earnings on reinvestment to the
                  Defeasance Obligor or the Borrower only after the Mortgage
                  Loan has been paid in full, if any such release is permitted,
                  (iii) prohibit any subordinate liens against the defeasance
                  collateral, and (iv) provide for payment from sources other
                  than the defeasance collateral or other assets of the
                  Defeasance Obligor of all fees and expenses of the securities
                  intermediary for administering the defeasance and the
                  securities account and all fees and expenses of maintaining
                  the existence of the Defeasance Obligor.

                  The entire Principal Balance of the Mortgage Loan as of the
                  date of defeasance was $___________ [$5,000,000 OR LESS OR
                  LESS THAN ONE PERCENT OF POOL BALANCE, WHICHEVER IS LESS]
                  which is less than 1% of the Aggregate Certificate Balance of
                  the Certificates as of the date of the most recent Paying
                  Agent's Monthly Certificateholder Report received by us (the
                  "Current Report").

                  The defeasance described herein, together with all prior and
                  simultaneous defeasances of Mortgage Loans, brings the total
                  of all fully and partially defeased Mortgage Loans to
                  $__________________, which is _____% of the Aggregate
                  Certificate Balance of the Certificates as of the date of the
                  Current Report.

                  3. Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance described above and that originals or copies of
such agreements, instruments and opinions have been transmitted to the Trustee
or Custodian on its behalf for placement in the related Mortgage File or, to the
extent not required to be part of the related Mortgage File, are in the
possession of the Master Servicer as part of the Master Servicer's Mortgage
File.

                  4. Certify and confirm that the determinations and
certifications described above were rendered in accordance with the Servicing
Standard set forth in, and the other applicable terms and conditions of, the
Pooling and Servicing Agreement; and

                  5. Certify that the individual under whose hand the Master
Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.

                  6. Agree to provide copies of all items listed in Exhibit B to
you upon request.

         IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                     B-4-4
<PAGE>   316
                                      MIDLAND LOAN SERVICES, INC.
                                        as Master Servicer

                                      By:______________________________________
                                         Name:
                                         Title:


                                     B-4-5
<PAGE>   317
                                   EXHIBIT C-1

                   LETTERS OF REPRESENTATIONS AMONG DEPOSITOR,
                CERTIFICATE ADMINISTRATOR AND INITIAL DEPOSITORY


                                     C-1-1
<PAGE>   318
                              (2 copies of 13 pgs)

                      [The Depository Trust Company Logo]


          Book-Entry-Only Collateralized Mortgage Obligations (CMOs)--
             Without Owner Option to Redeem/Pass-Through Securities/
                           and Asset-Backed Securities


                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

                  Salomon Brothers Mortgage Securities VII, Inc.
                      ____________________________________
                                [Name of Issuer]

                        LaSalle Bank National Association
                      _____________________________________
                                 [Name of Agent]

                                                          December 19, 2000
                                                         ___________________
                                                               [Date]

Attention:  General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY  10041-0099

                  Re: Salomon Brothers Mortgage Securities VII, Inc.
                      ______________________________________________________

                      Commercial Mortgage Pass-Through Certificates
                      ______________________________________________________

                      Series 2000-C3, A-1, A-2, B, C, D, E, F
                      ______________________________________________________
                                 [Issue description (the "Securities")]

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying agent,
fiscal agent, or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated Dec. 1, 2000 (the "Document"). Salomon Smith Barney
Inc., Greenwich Capital Markets, Inc., Chase Securities Inc., Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc. and ABN AMRO Bank N.V.
["Underwriter/Placement Agent"]
<PAGE>   319

are distributing the Securities through The Depository Trust Company ("DTC").

         To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Agent make the following representations to DTC:

             1. Prior to closing on the Securities on December 19, 2000 there
shall be deposited with DTC one or more Security certificates registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities in
the face amounts set forth on Schedule A hereto, the total of which represents
100% of the principal amount of such Securities. If, however, the aggregate
principal amount of any maturity exceeds $400 million, one certificate shall be
issued with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

                     Unless this certificate is presented by an authorized
             representative of The Depository Trust Company, a New York
             corporation ("DTC"), to Issuer or its agent 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.

Issuer represents:[NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

             [The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

             On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.

             On each day on which Agent is open for business and on which it
receives an instruction originated by Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.

                                       -2-

<PAGE>   320


             Agent agrees that its approval of a Deposit or Withdrawal
Instruction shall be deemed to be the receipt by DTC of a new reissued or
reregistered certificated Security on registration of transfer to the name of
Cede & Co. for the quantity of Securities evidenced by the Balance Certificate
after the Deposit or Withdrawal Instruction is effected.]

                    [Alternative Representation Crossed Out]

             2. Issuer: (a) understands that DTC has no obligation to, and will
not, communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

             3. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                            Supervisor, Proxy Unit
                            Reorganization Department
                            The Depository Trust Company
                            55 Water Street 50th Floor
                            New York, NY 10041-0099

             4. In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be distributed to
Security holders (the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable)
which includes a manifest or list of each CUSIP number submitted in that
transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be no fewer than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be directed to DTC's Call Notification Department at (516) 227-
4164 or (516) 227-4190. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph,
by mail or by any other means, shall be sent to:

                                       -3-

<PAGE>   321


                             Manager, Call Notification Department
                             The Depository Trust Company
                             711 Stewart Avenue
                             Garden City, NY  11530-4719

             5. In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges, and capital changes), notice by Issuer
or Agent to Security holders shall be sent to DTC specifying the terms of the
tender and the Publication Date of such notice. Such notice shall be sent to DTC
by a secure means (e.g.,legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is in
DTC's possession no later than the close of business on the business day before
or, if possible, two business days before the Publication Date. Issuer or Agent
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use and timeliness of such notice.) Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be
directed to DTC's Reorganization Department at (212) 855-5488. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-5290. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                              Manager, Reorganization Department
                              Reorganization Window
                              The Depository Trust Company
                              55 Water Street 50th Floor
                              New York, NY 10041-0099

             6. It is understood that if the Security holders shall at any time
have the right to tender the Securities to Issuer and require that Issuer
repurchase such holders' Securities pursuant to the Document and Cede & Co., as
nominee of DTC, or its registered assigns, as the record owner, is entitled to
tender the Securities, such tenders will be effected by means of DTC's Repayment
Option Procedures. Under the Repayment Option Procedures, DTC shall receive,
during the applicable tender period, instructions from its Participants to
tender Securities for purchase. Issuer and Agent agree that such tender for
purchase may be made by DTC by means of a book-entry credit of such Securities
to the account of Agent, provided that such credit is made on or before the
final day of the applicable tender period. DTC agrees that promptly after the
recording of any such book-entry credit, it will provide to Agent an Agent
Receipt and Confirmation or the equivalent, in accordance with the Repayment
Option Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

             Agent shall send DTC notice regarding such optional tender by hand
or by a secure means (e.g.,legible facsimile transmission, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days before the Publication Date. The Publication Date shall be no
fewer than 15 days prior to the expiration date of the applicable tender period.
Such notice shall state whether any partial redemption of the Securities is
scheduled to occur during the applicable optional tender


                                      -4-
<PAGE>   322
period. Notices to DTC pursuant to this Paragraph by telecopy shall be directed
to DTC's Put Bond Unit at (212) 855-5235. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                            Supervisor, Put Bond Unit
                            Reorganization Department
                            The Depository Trust Company
                            55 Water Street 50th Floor
                            New York, NY 10041-0099

             7. All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.

             8. Issuer or Agent shall send DTC written notice with respect to
the dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably five, but
no fewer than two, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g.,adjustments due to deferred interest or
shortfall), and Agent contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555, and receipt of such
notices shall be confirmed by telephoning (212) 855-4550. Notices to DTC,
pursuant to this Paragraph, by mail or by any other means, shall be sent to:

                             Manager, Announcements
                             Dividend Department
                             The Depository Trust Company
                             55 Water Street 25th Floor
                             New York, NY 10041-0099

             9. Issuer represents:[NOTE: ISSUER MUST REPRESENT ONE OF THE
FOLLOWING, AND SHALL CROSS OUT THE OTHER.][The interest accrual period is record
date to record date.]

                    [Alternative Representation Crossed Out]

             10. Issuer or Agent shall provide a written notice of interest
payment information, including the stated coupon rate information, to DTC as
soon as the information is available. Issuer or Agent shall provide such notice
directly to DTC electronically, as previously arranged by Issuer or Agent and
DTC. If electronic transmission has not been arranged, absent any other
arrangements between Issuer or Agent and DTC, such information shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If
the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212)
855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other
means, shall be sent to DTC's Dividend Department as indicated in Paragraph 8.


                                      -5-
<PAGE>   323

             11. Interest payments and principal payments that are part of
periodic principal-and- interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns, in same-day funds no later than 2:30
p.m. (Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m.
(Eastern Time) on the payment date all such interest payments due Agent, or at
such earlier time as may be required by Agent to guarantee that DTC shall
receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired to the Dividend Deposit Account number that will be
stamped on the signature page hereof at the time DTC executes this Letter of
Representations.

             12. Issuer or Agent shall provide DTC's Dividend Department, no
later than 12:00 noon (Eastern Time) on the payment date, automated notification
of CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

             13. Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such maturity and redemption payments due Agent, or at such earlier
time as required by Agent to guarantee that DTC shall receive payment in
same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date.
Absent any other arrangements between Issuer or Agent and DTC, such funds shall
be wired to the Redemption Deposit Account number that will be stamped on the
signature page hereof at the time DTC executes this Letter of Representations.

             14. Principal payments (plus accrued interest, if any) as the
result of optional tenders for purchase effected by means of DTC's Repayment
Option Procedures shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such reorganization payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Reorganization Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

             15. Agent shall send DTC all periodic certificate holders
remittance reports with respect to the Securities. If sent by facsimile
transmission, such reports shall be sent to (212) 855- 4777. If the party
sending the report does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4590.

             16. DTC may direct Issuer or Agent to use any other number or
address as the number or address to which notices or payments of interest or
principal may be sent.



                                      -6-
<PAGE>   324

             17. In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's or
Agent's invitation) necessitating a reduction in the aggregate principal amount
of Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

             18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

             19. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any Participant having Securities credited to its DTC
accounts.

             20. Nothing herein shall be deemed to require Agent to advance
funds on behalf of Issuer.

             21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

             22. This Letter of Representations shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to principles of conflicts of law.

             23. The sender of each notice delivered to DTC pursuant to this
Letter of Representations is responsible for confirming that such notice was
properly received by DTC.

             24. Issuer recognizes that DTC does not in any way undertake to,
and shall not have any responsibility to, monitor or ascertain the compliance of
any transactions in the Securities with the following, as amended from time to
time: (a) any exemptions from registration under the Securities Act of 1933; (b)
the Investment Company Act of 1940; (c) the Employee Retirement Income Security
Act of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any self-
regulatory organizations (as defined under the Securities Exchange Act of 1934);
or (f) any other local, state, or federal laws or regulations thereunder.

             25. Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit



                                      -7-
<PAGE>   325

at DTC, until and unless Agent shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

             26. Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at
"www.DTC.org."

             27. The following rider(s), attached hereto, are hereby
incorporated into this Letter of Representations:


_______________________________________________________________________________

_______________________________________________________________________________



                                      -8-
<PAGE>   326

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.


                                        Very truly yours,

                                 Salomon Brothers Mortgage Securities VII, Inc.
                                 __________________________________________
                                                       [Issuer]

                                   By: ____________________________________
                                          [Authorized Officer's Signature]

                                          LaSalle Bank National Association
                                       _______________________________________
                                                      [Agent]

                                   By: ____________________________________
                                              [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY



cc:          Underwriter/Placement Agent
             Underwriter's/Placement Agent's Counsel



                                      -9-
<PAGE>   327

                                                                      SCHEDULE A

<TABLE>
<CAPTION>

                Salomon Brothers Mortgage Securities VII, Inc.,
          Commercial Mortgage Pass-Through Certificates, Series 2000-3

Certificates        CUSIP Number        Principal Amount    Maturity Date       Interest Rate
------------        ------------        ----------------    -------------       -------------
<S>                 <C>                 <C>                 <C>                 <C>

   A-1-1             79548C AA 4          $180,689,000           7/09               6.341%
---------------------------------------------------------------------------------------------
   A-2-1             79548C AB 2          $400,000,000          10/10               6.592%
---------------------------------------------------------------------------------------------
   A-2-2             79548C AB 2          $123,600,000          10/10               6.592%
---------------------------------------------------------------------------------------------
    B-1              79548C AC 0           $43,446,000          10/10               6.758%
---------------------------------------------------------------------------------------------
    C-1              79548C AD 8           $36,586,000          11/10               6.906%
---------------------------------------------------------------------------------------------
    D-1              79548C AE 6           $13,720,000          11/10               7.204%
---------------------------------------------------------------------------------------------
    E-1              79548C AF 3           $13,720,000          11/10               7.517%
---------------------------------------------------------------------------------------------
    F-1              79548C AG 1           $13,720,000          11/10               7.595%
---------------------------------------------------------------------------------------------

</TABLE>

                                      -10-
<PAGE>   328


                                                                      SCHEDULE B


                          SAMPLE OFFERING DOCUMENT LANGUAGE
                          DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

 (Prepared by DTC--bracketed material may be applicable only to certain issues)

         1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

         2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
Securities and Exchange Commission.

         3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.



                                      -11-
<PAGE>   329

         4. To facilitate subsequent transfers, all Securities deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. Beneficial Owners of
Securities may wish to ascertain that the nominee holding the Securities for
their benefit has agreed to obtain and transmit notices to Beneficial Owners, or
in the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided
directly to them.]

         [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

         7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent
or vote with respect to the Securities. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

         8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.


                                      -12-
<PAGE>   330

         [9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a
mandatory purchase will be deemed satisfied when the ownership rights in the
Securities are transferred by Direct Participants on DTC's records and followed
by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's
DTC account.]

         10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.

         11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.

         12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.

                                      -13-


<PAGE>   331
                      [The Depository Trust Company Logo]


          Book-Entry-Only Collateralized Mortgage Obligations (CMOs)--
             Without Owner Option to Redeem/Pass-Through Securities/
                           and Asset-Backed Securities


                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

                      Salomon Brothers Mortgage Securities VII, Inc.
                      ____________________________________
                                [Name of Issuer]

                       LaSalle Bank National Association
                      _____________________________________
                                 [Name of Agent]
                                                         December 19, 2000
                                                         ___________________
                                                               [Date]

Attention:  General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY  10041-0099

                  Re: Salomon Brothers Mortgage Securities VII, Inc.
                      ______________________________________________________
                      Commercial Mortgage Pass-Through Certificates,
                      ______________________________________________________
                      Series 2000 C-3, Class X, Class G
                      ______________________________________________________
                                 [Issue description (the "Securities")]

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying agent,
fiscal agent, or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated Dec. 1, 2000 (the "Document").  Salomon Smith Barney
Inc., Greenwich Capital Markets, Inc. ["Underwriter/Placement Agent"]

<PAGE>   332

are distributing the Securities through The Depository Trust Company ("DTC").

         To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Agent make the following representations to DTC:

             1. Prior to closing on the Securities on December 19, 2000 there
shall be deposited with DTC one or more Security certificates registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities in
the face amounts set forth on Schedule A hereto, the total of which represents
100% of the principal amount of such Securities. If, however, the aggregate
principal amount of any maturity exceeds $400 million, one certificate shall be
issued with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

                     Unless this certificate is presented by an authorized
             representative of The Depository Trust Company, a New York
             corporation ("DTC"), to Issuer or its agent 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.

Issuer represents:[NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

             [The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

             On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.

             On each day on which Agent is open for business and on which it
receives an instruction originated by Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.

                                       -2-

<PAGE>   333


             Agent agrees that its approval of a Deposit or Withdrawal
Instruction shall be deemed to be the receipt by DTC of a new reissued or
reregistered certificated Security on registration of transfer to the name of
Cede & Co. for the quantity of Securities evidenced by the Balance Certificate
after the Deposit or Withdrawal Instruction is effected.]

                    [Alternative Representation Crossed Out]

             2. Issuer: (a) understands that DTC has no obligation to, and will
not, communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

             3. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                            Supervisor, Proxy Unit
                            Reorganization Department
                            The Depository Trust Company
                            55 Water Street 50th Floor
                            New York, NY 10041-0099

             4. In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be distributed to
Security holders (the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable)
which includes a manifest or list of each CUSIP number submitted in that
transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be no fewer than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be directed to DTC's Call Notification Department at (516) 227-
4164 or (516) 227-4190. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph,
by mail or by any other means, shall be sent to:

                                       -3-

<PAGE>   334


                             Manager, Call Notification Department
                             The Depository Trust Company
                             711 Stewart Avenue
                             Garden City, NY  11530-4719

             5. In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges, and capital changes), notice by Issuer
or Agent to Security holders shall be sent to DTC specifying the terms of the
tender and the Publication Date of such notice. Such notice shall be sent to DTC
by a secure means (e.g.,legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is in
DTC's possession no later than the close of business on the business day before
or, if possible, two business days before the Publication Date. Issuer or Agent
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use and timeliness of such notice.) Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be
directed to DTC's Reorganization Department at (212) 855-5488. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-5290. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                              Manager, Reorganization Department
                              Reorganization Window
                              The Depository Trust Company
                              55 Water Street 50th Floor
                              New York, NY 10041-0099

             6. It is understood that if the Security holders shall at any time
have the right to tender the Securities to Issuer and require that Issuer
repurchase such holders' Securities pursuant to the Document and Cede & Co., as
nominee of DTC, or its registered assigns, as the record owner, is entitled to
tender the Securities, such tenders will be effected by means of DTC's Repayment
Option Procedures. Under the Repayment Option Procedures, DTC shall receive,
during the applicable tender period, instructions from its Participants to
tender Securities for purchase. Issuer and Agent agree that such tender for
purchase may be made by DTC by means of a book-entry credit of such Securities
to the account of Agent, provided that such credit is made on or before the
final day of the applicable tender period. DTC agrees that promptly after the
recording of any such book-entry credit, it will provide to Agent an Agent
Receipt and Confirmation or the equivalent, in accordance with the Repayment
Option Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

             Agent shall send DTC notice regarding such optional tender by hand
or by a secure means (e.g.,legible facsimile transmission, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days before the Publication Date. The Publication Date shall be no
fewer than 15 days prior to the expiration date of the applicable tender period.
Such notice shall state whether any partial redemption of the Securities is
scheduled to occur during the applicable optional tender


                                      -4-
<PAGE>   335

period. Notices to DTC pursuant to this Paragraph by telecopy shall be directed
to DTC's Put Bond Unit at (212) 855-5235. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                            Supervisor, Put Bond Unit
                            Reorganization Department
                            The Depository Trust Company
                            55 Water Street 50th Floor
                            New York, NY 10041-0099

             7. All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.

             8. Issuer or Agent shall send DTC written notice with respect to
the dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably five, but
no fewer than two, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g.,adjustments due to deferred interest or
shortfall), and Agent contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555, and receipt of such
notices shall be confirmed by telephoning (212) 855-4550. Notices to DTC,
pursuant to this Paragraph, by mail or by any other means, shall be sent to:

                             Manager, Announcements
                             Dividend Department
                             The Depository Trust Company
                             55 Water Street 25th Floor
                             New York, NY 10041-0099

             9. Issuer represents:[NOTE: ISSUER MUST REPRESENT ONE OF THE
FOLLOWING, AND SHALL CROSS OUT THE OTHER.][The interest accrual period is record
date to record date.] [Alternative Representation Crossed Out]

             10. Issuer or Agent shall provide a written notice of interest
payment information, including the stated coupon rate information, to DTC as
soon as the information is available. Issuer or Agent shall provide such notice
directly to DTC electronically, as previously arranged by Issuer or Agent and
DTC. If electronic transmission has not been arranged, absent any other
arrangements between Issuer or Agent and DTC, such information shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If
the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212)
855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other
means, shall be sent to DTC's Dividend Department as indicated in Paragraph 8.


                                      -5-
<PAGE>   336

             11. Interest payments and principal payments that are part of
periodic principal-and- interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns, in same-day funds no later than 2:30
p.m. (Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m.
(Eastern Time) on the payment date all such interest payments due Agent, or at
such earlier time as may be required by Agent to guarantee that DTC shall
receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired to the Dividend Deposit Account number that will be
stamped on the signature page hereof at the time DTC executes this Letter of
Representations.

             12. Issuer or Agent shall provide DTC's Dividend Department, no
later than 12:00 noon (Eastern Time) on the payment date, automated notification
of CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

             13. Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such maturity and redemption payments due Agent, or at such earlier
time as required by Agent to guarantee that DTC shall receive payment in
same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date.
Absent any other arrangements between Issuer or Agent and DTC, such funds shall
be wired to the Redemption Deposit Account number that will be stamped on the
signature page hereof at the time DTC executes this Letter of Representations.

             14. Principal payments (plus accrued interest, if any) as the
result of optional tenders for purchase effected by means of DTC's Repayment
Option Procedures shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such reorganization payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Reorganization Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

             15. Agent shall send DTC all periodic certificate holders
remittance reports with respect to the Securities. If sent by facsimile
transmission, such reports shall be sent to (212) 855- 4777. If the party
sending the report does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4590.

             16. DTC may direct Issuer or Agent to use any other number or
address as the number or address to which notices or payments of interest or
principal may be sent.



                                      -6-
<PAGE>   337

             17. In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's or
Agent's invitation) necessitating a reduction in the aggregate principal amount
of Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

             18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

             19. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any Participant having Securities credited to its DTC
accounts.

             20. Nothing herein shall be deemed to require Agent to advance
funds on behalf of Issuer.

             21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

             22. This Letter of Representations shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to principles of conflicts of law.

             23. The sender of each notice delivered to DTC pursuant to this
Letter of Representations is responsible for confirming that such notice was
properly received by DTC.

             24. Issuer recognizes that DTC does not in any way undertake to,
and shall not have any responsibility to, monitor or ascertain the compliance of
any transactions in the Securities with the following, as amended from time to
time: (a) any exemptions from registration under the Securities Act of 1933; (b)
the Investment Company Act of 1940; (c) the Employee Retirement Income Security
Act of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any self-
regulatory organizations (as defined under the Securities Exchange Act of 1934);
or (f) any other local, state, or federal laws or regulations thereunder.

             25. Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit



                                      -7-
<PAGE>   338

at DTC, until and unless Agent shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

             26. Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at
"www.DTC.org."

             27. The following rider(s), attached hereto, are hereby
incorporated into this Letter of Representations:


                    Representations for Rule 144A Securities
_______________________________________________________________________________
________________________________________________________________________________



                                      -8-
<PAGE>   339

NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.


                                  Very truly yours,

                                  Salomon Brothers Mortgage Securities VII, Inc.
                                  ______________________________________________
                                                    [Issuer]

                                  By: __________________________________________
                                         [Authorized Officer's Signature]

                                      La Salle Bank National Association
                                  ______________________________________________
                                                       [Agent]

                                  By: __________________________________________
                                         [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY



cc:          Underwriter/Placement Agent
             Underwriter's/Placement Agent's Counsel



                                      -9-
<PAGE>   340


                                                                      SCHEDULE A

                Salomon Brothers Mortgage Securities VII, Inc.,
          Commercial Mortgage Pass-Through Certificates, Series 2000-3


<TABLE>
<CAPTION>

Certificates     CUSIP Number     Principal Amount     Maturity Date     Interest Rate
------------     ------------     ----------------     -------------     -------------
<S>              <C>                <C>                    <C>              <C>
    X-1           79548C AR 7       $400,000,000           12/33            1.4412%
    X-2           79548C AR 7       $400,000,000           12/33            1.4412%
    X-3           79548C AR 7       $114,661,060           12/33            1.4412%
    G-1           79548C AH 9       $ 13,720,000           11/10            8.090%
</TABLE>



                                      -10-
<PAGE>   341


                                                                      SCHEDULE B


                          SAMPLE OFFERING DOCUMENT LANGUAGE
                          DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

 (Prepared by DTC--bracketed material may be applicable only to certain issues)

         1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

         2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
Securities and Exchange Commission.

         3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.



                                      -11-
<PAGE>   342

         4. To facilitate subsequent transfers, all Securities deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. Beneficial Owners of
Securities may wish to ascertain that the nominee holding the Securities for
their benefit has agreed to obtain and transmit notices to Beneficial Owners, or
in the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided
directly to them.]

         [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

         7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent
or vote with respect to the Securities. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

         8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.


                                      -12-
<PAGE>   343

         [9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a
mandatory purchase will be deemed satisfied when the ownership rights in the
Securities are transferred by Direct Participants on DTC's records and followed
by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's
DTC account.]

         10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.

         11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.

         12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.

                                      -13-

<PAGE>   344
                      [The Depository Trust Company Logo]


                   REPRESENTATIONS FOR RULE 144A SECURITIES--
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS

         1. Issuer represents that at the time of initial registration in the
name of DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,(1) eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.

         2. Issuer represents that the Securities are:[NOTE: ISSUER MUST
REPRESENT ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

[an issue of nonconvertible debt securities or nonconvertible preferred stock
which is rated in one of the top four categories by a nationally recognized
statistical rating organization ("Investment Grade Securities").]

                    [Alternative Representation Crossed Out]

         3. If the Securities are not Investment-Grade Securities, Issuer and
Agent acknowledge that if such Securities cease to be included in an SRO Rule
144A System during any period in which such Securities are Legally or
Contractually Restricted Securities, such Securities shall no longer be eligible
for DTC's services. Furthermore, DTC may discontinue providing its services as
securities depository with respect to the Securities at any time by giving
reasonable notice to Issuer or Agent. Under any of the aforementioned
circumstances, at DTC's request, Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts.

         4. Issuer and Agent acknowledge that, so long as Cede & Co. is a record
owner of the Securities, Cede & Co. shall be entitled to all applicable voting
rights and receive the full amount of all distributions payable with respect
thereto. Issuer and Agent acknowledge that DTC shall treat any Participant
having Securities credited to its DTC accounts as entitled to the full benefits
of ownership of such Securities.

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

         (1)A "Legally Restricted Security" is a security that is a restricted
security, as defined in Rule 144(a)(3). A "Contractually Restricted Security" is
a security that upon issuance and continually thereafter can only be sold
pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4 of the Securities Act and not involving any public
offering;provided, however,that once the security is sold pursuant to the
provisions of Rule 144, including Rule 144(k), it will thereby cease to be a
"Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted
Security," the underlying security must also be a "Legally or Contractually
Restricted Security."


<PAGE>   345


Without limiting the generality of the preceding sentence, Issuer and Agent
acknowledge that DTC shall treat any Participant having Securities credited to
its DTC accounts as entitled to receive distributions (and voting rights, if
any) in respect of the Securities, and to receive from DTC certificates
evidencing Securities. Issuer and Agent recognize that DTC does not in any way
undertake to, and shall not have any responsibility to, monitor or ascertain the
compliance of any transactions in the Securities with any of the provisions: (a)
of Rule 144A; (b) of other exemptions from registration under the Securities Act
or any other state or federal securities laws; or (c) of the offering documents.

                                      -2-

<PAGE>   346
                                  EXHIBIT C-2

               FORM OF ARTESIA BANKING CORPORATION COMFORT LETTER
             RELATING TO THE AMCC MORTGAGE LOAN PURCHASE AGREEMENT

                         [See Attached Comfort Letter]



<PAGE>   347
               LETTERHEAD OF ARTESIA BANKING CORPORATION N.V./S.A.


                                                         As of December 12, 2000

Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street, 11th Floor
New York, New York 10013

Wells Fargo Bank Minnesota, N.A.
45 Broadway, 12th Floor
New York, New York 10006

Ladies and Gentlemen:

         In connection with the issue, offer and sale of the Salomon Brothers
Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2000-C3 (the "Certificates"), in which Artesia Mortgage Capital
Corporation ("AMCC") is involved in its capacity as a mortgage loan seller, and
for which the closing date is scheduled on or about December 19, 2000, AMCC and
Salomon Brothers Mortgage Securities VII, Inc. ("SBMS VII") will enter into a
Mortgage Loan Purchase Agreement dated as of December 12, 2000 (the
"Agreement"). Capitalized terms not defined herein shall have the respective
meanings ascribed thereto in the Agreement.

         Taking into account the capital links between Artesia Banking
Corporation N.V./S.A. ("Artesia BC") and AMCC, which is a 100% affiliate of
Artesia BC, and taking into account the interest of Artesia BC in the issue,
offer and sale of the Certificates and the securitization market, Artesia BC
irrevocably agrees for the benefit of SBMS VII, the trustee under the pooling
and servicing agreement pursuant to which the Certificates were issued and the
registered holders and beneficial owners of the Certificates (collectively, the
"Beneficiaries"), to do any and all things and take any and all actions which
may be necessary or appropriate to enable AMCC to execute and perform all of its
obligations pursuant to the Agreement (collectively, the "Obligations"),
including, without limitation, making all of the representations and warranties
on behalf of AMCC and supporting any financial consequences incurred by any of
the liability provisions of the Agreement. Without limiting the foregoing, in
the event that AMCC encounters any difficulties of a human, technical or
financial nature that may endanger its execution and performance of the
Obligations, Artesia BC shall provide any and all human resources, technical
assistance and financial intervention that may be necessary or appropriate to
ensure the execution and performance of the Obligations.

         Subject to the following sentence, Artesia BC shall keep in full effect
its existence, rights and franchises as a corporation, bank, trust company,
partnership, limited liability company, association or other legal entity under
the laws of the jurisdiction wherein it was organized, and shall obtain and
preserve its qualification to do business as a foreign entity in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this letter agreement and to perform its
respective duties under this letter agreement. Artesia BC may, however, be
merged or consolidated with or into any Person, or


                                     C-2-1
<PAGE>   348
transfer all or substantially all of its assets to any Person, in which case,
any Person resulting from any merger or consolidation to which Artesia BC shall
be a party, or any Person succeeding to the business of Artesia BC, shall be the
successor of Artesia BC 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.

         Furthermore and subject to the following sentence, Artesia BC shall
cause AMCC to keep in full effect its existence, rights and franchises as a
corporation, bank, trust company, partnership, limited liability company,
association or other legal entity under the laws of the jurisdiction wherein it
was organized, with a net worth of at least $15,000,000 (U.S.), and shall cause
AMCC to obtain and preserve its qualification to do business as a foreign entity
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of the Agreement and to execute and
perform the Obligations. AMCC may, however, be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case, Artesia BC shall cause any Person resulting from any
merger or consolidation to which AMCC shall be a party, or any Person succeeding
to the business of AMCC, to assume the Obligations in writing and to be the
successor of AMCC under the Agreement in all respects.

         Upon the occurrence of any of the following events, Artesia BC shall
become directly and primarily liable for the Obligations:

         1.       A failure on the part of Artesia BC to perform its obligations
                  under this letter agreement, which failure continues
                  unremedied for ten days following notice by any Beneficiary to
                  Artesia BC of such failure; or

         2.       A decree or order of a court or agency or supervisory
                  authority having jurisdiction in the premises in an
                  involuntary cause under any present or future federal, state
                  or foreign bankruptcy, insolvency or similar law for the
                  appointment of a conservator, receiver, liquidator, trustee or
                  similar official in any bankruptcy, insolvency, readjustment
                  of debt, marshalling of assets and liabilities or similar
                  proceedings, or for the winding-up or liquidation of its
                  affairs, shall have been entered against AMCC and such decree
                  or order shall have remained in force undischarged,
                  undismissed or unstayed for a period of 60 days; or

         3.       AMCC shall consent to the appointment of a conservator,
                  receiver, liquidator, trustee or similar official in any
                  bankruptcy, insolvency, readjustment of debt, marshalling of
                  assets and liabilities or similar proceedings of or relating
                  to it or of or relating to all or substantially all of its
                  property; or

         4.       AMCC 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.


                                     C-2-2
<PAGE>   349
         No delay on the part of any Beneficiary in the exercise of any right or
remedy arising under this letter agreement, the Agreement or otherwise with
respect to all or any part of the Obligations or any other guaranty of or
security for all or any part of the Obligations shall operate as a waiver
thereof, and no single or partial exercise by any Beneficiary of any such right
or remedy shall preclude any further exercise thereof. No modification or waiver
of any of the provisions of this letter agreement or the Agreement shall be
binding upon any Beneficiary, except as expressly set forth in a writing duly
signed and delivered by such Beneficiary. Failure by any Beneficiary at any time
or times hereafter to require strict performance by AMCC, any other guarantor of
all or any part of the Obligations or any other person or entity of any of the
provisions, warranties, terms and conditions contained in the Agreement now or
at any time or times hereafter executed by such persons or entities and
delivered to any Beneficiary shall not waive, affect or diminish any right of
any Beneficiary at any time or times hereafter to demand strict performance
thereof or of this letter agreement, and such right shall not be deemed to have
been waived by any act or knowledge of any Beneficiary, or any Beneficiary's
respective agents, officers or employees, unless such waiver is contained in an
instrument in writing, directed and delivered to AMCC or Artesia BC, as
applicable, specifying such waiver, and is signed by the Beneficiary against
which enforcement is sought.

         To the maximum extent permitted by law, Artesia BC hereby waives any
and all defenses to its obligations hereunder that would be available to a
surety.

         THIS LETTER AGREEMENT SHALL BE CONSTRUED AND ENFORCED AND THE RIGHTS
AND DUTIES OF THE PARTIES SHALL BE GOVERNED IN ALL RESPECTS IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

         ARTESIA BC IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR
FEDERAL COURT SITTING IN NEW YORK, NEW YORK, AND ANY COURT HAVING JURISDICTION
OVER APPEALS OF MATTERS HEARD IN SUCH COURTS, IN ANY ACTION OR PROCEEDING
ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS LETTER
AGREEMENT OR THE AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, EQUITY OR
OTHERWISE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND ARTESIA BC
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. ARTESIA BC AGREES THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. ARTESIA BC WAIVES IN ALL DISPUTES ANY OBJECTION THAT IT
MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

         ARTESIA BC AGREES THAT THE BENEFICIARIES SHALL HAVE THE RIGHT TO
PROCEED AGAINST IT OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE THE
BENEFICIARIES TO ENFORCE A JUDGMENT OR OTHER


                                     C-2-3
<PAGE>   350
COURT ORDER ENTERED IN FAVOR OF A BENEFICIARY. ARTESIA BC WAIVES ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH A BENEFICIARY MAY
COMMENCE A PROCEEDING DESCRIBED IN THIS SECTION.

         ARTESIA BC IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT C/O AMCC, AT
1180 NORTHWEST MAPLE STREET, SUITE 202, ISSAQUAH, WASHINGTON 98027, ATTENTION:
GUY COOLS, SUCH SERVICE TO BECOME EFFECTIVE FIVE (5) DAYS AFTER SUCH MAILING.
ARTESIA BC IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION OR PROCEEDING WITH RESPECT TO THIS LETTER AGREEMENT OR THE AGREEMENT IN
ANY JURISDICTION SET FORTH ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF A
BENEFICIARY TO BRING PROCEEDINGS AGAINST ARTESIA BC IN THE COURTS OF ANOTHER
JURISDICTION.

         ARTESIA BC WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS
LETTER AGREEMENT OR THE AGREEMENT. ANY BENEFICIARY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS LETTER AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF ARTESIA BC TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.

         Any notice, demand, request or other communication required or desired
to be served, given or delivered hereunder shall be in writing and shall be
served, given and delivered to Artesia Banking Corporation N.V./S.A., at
WTC-Tower 1, Boulevard du Ro: Albert II, 30 Bte 2, 1000 Brussels, Attention:
Christel Jennes, Head of Legal Risk.

         Wherever possible, each provision of this letter agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this letter agreement shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this letter agreement.

         Subject to the following paragraph, this letter will remain in full
force and effect and may not be terminated or otherwise revoked until the full
and final repayment of all of the Certificates outstanding.

         If Artesia BC sells the majority of shares in AMCC, Artesia BC may be
relieved of its obligations under this letter upon the satisfaction of all of
the following conditions:


                                     C-2-4
<PAGE>   351
1.       the purchaser of those shares or another entity is willing to perform,
         and assumes in writing, the obligations of Artesia BC under this letter
         agreement;
2.       the entity that is to assume the obligations of Artesia BC under this
         letter agreement has a senior unsecured debt rating of no less than
         "A2" from Moody's Investors Service, Inc. ("Moody's") and "A+" from
         Standard & Poor's Ratings Services, a division of The McGraw-Hill
         Companies, Inc.; and
3.       Moody's and S&P have confirmed in writing that the substitution of the
         obligor hereunder will not result in the qualification, downgrade or
         withdrawal of any rating assigned thereby to any Class of Certificates.


                            [SIGNATURE PAGE FOLLOWS]


                                     C-2-5
<PAGE>   352
                                       Very truly yours,

                                       ARTESIA BANKING CORPORATION N.V./S.A.


                                       By:_____________________________________
                                          Name:
                                          Title:


Acknowledged and agreed to as of the      day of
December, 2000

SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.


By:_______________________________________
   Name:
   Title:

Acknowledged and agreed to as of the      day of
December, 2000


WELLS FARGO BANK MINNESOTA, N.A.
As Trustee on behalf of itself and the Certificateholders


By:_______________________________________
   Name:
   Title:




                                     C-2-6
<PAGE>   353
                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [date]


Wells Fargo Bank Minnesota, N.A.
1100 Broken Land Parkway
Columbia, Maryland  21044-3562
Attention:  Corporate Trust Administration (CMBS)
            Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C3

            Re:  Salomon Brothers Mortgage Securities VII, Inc.,
                 Commercial Mortgage Pass-Through Certificates, Series 2000-C3

         In connection with the administration of the Mortgage Files held by you
as custodian (in such capacity, the "Custodian") on behalf of the trustee under
a certain Pooling and Servicing Agreement, dated as of December 1, 2000 (the
"Pooling and Servicing Agreement"), among Salomon Brothers Mortgage Securities
VII, Inc. as depositor, the undersigned as master servicer (the "Master
Servicer"), Lennar Partners, Inc. as special servicer, Wells Fargo Bank
Minnesota, N.A. as trustee (the "Trustee") and you, LaSalle Bank National
Association, as Certificate Administrator and as Tax Administrator, the
undersigned as Master Servicer 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:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______      1.    Mortgage Loan paid in full.

                  The undersigned hereby certifies that all amounts received in
                  connection with the Mortgage Loan that are required to be
                  credited to the Collection 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


                                     D-1-1
<PAGE>   354
                  provisions of the Pooling and Servicing Agreement and will be
                  returned to you or your designee within ten 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.



                                                 MIDLAND LOAN SERVICES, INC.
                                                 as Master Servicer


                                                 By:____________________________
                                                    Name:
                                                    Title:


                                     D-1-2
<PAGE>   355
                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                     [date]


Wells Fargo Bank Minnesota, N.A.
1100 Broken Land Parkway
Columbia, Maryland  21044-3562
Attention:  Corporate Trust Administration (CMBS)
            Salomon Brothers Mortgage Securities VII, Inc., Series2000-C3

            Re:  Salomon Brothers Mortgage Securities VII, Inc.,
                 Commercial Pass-Through Certificates, Series 2000-C3

         In connection with the administration of the Mortgage Files held by you
as custodian (the "Custodian") on behalf of the Trustee (as defined below) under
a certain Pooling and Servicing Agreement, dated as of December 1, 2000 (the
"Pooling and Servicing Agreement"), among Salomon Brothers Mortgage Securities
VII, Inc. as depositor, Midland Loan Services, Inc. as master servicer, the
undersigned as special servicer ( "Special Servicer"), Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee") and you, LaSalle Bank National
Association, as Certificate Administrator and as Tax Administrator, the
undersigned as Special Servicer hereby requests a release of the Mortgage File
(or the portion thereof specified below) held by you as Custodian on behalf of
the Trustee with respect to the following described Mortgage Loan for the reason
indicated below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:


Reason for requesting Mortgage 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 days of our


                                     D-2-1
<PAGE>   356
receipt thereof, unless the Mortgage Loan is being foreclosed, in which case the
Mortgage File (or such portion thereof) will be returned when no longer required
by us for such purpose.

         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                              LENNAR PARTNERS, INC.
                                              as Special Servicer



                                              By:_______________________________
                                                 Name:
                                                 Title:


                                     D-2-2
<PAGE>   357
                                    EXHIBIT E

                       FORM OF DISTRIBUTION DATE STATEMENT

                                 [See Attached]


<PAGE>   358
ABN AMRO                                                        Statement Date:
LaSalle Bank N.A.                                               Payment Date:
135 S. LaSalle Street Suite 1625                                Prior Payment:
Chicago, IL 60603                                               Next Payment:
                                                                Record Date:

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X

Administrator:                                                          Analyst:

                       REPORTING PACKAGE TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                Page(s)
                                                                                -------
<S>                          <C>                                                <C>             <C>
Issue Id:                    REMIC Certificate Report                                           Closing Date:
ASAP #:                      Bond Interest Reconciliation                                       First Payment Date:
Monthly Data File Name:      Cash Reconciliation Summary                                        Assumed Final Payment Date:
                             15 Month Historical Loan Status Summary
                             15 Month Historical Payoff/Loss Summary
                             Historical Collateral Level Prepayment Report
                             Delinquent Loan Detail
                             Mortgage Loan Characteristics
                             Loan Level Detail
                             Specially Serviced Report
                             Modified Loan Detail
                             Realized Loss Detail
                             Appraisal Reduction Detail
</TABLE>

                              CONTACT INFORMATION
================================================================================
                                    Issuer:
                                   Depositor:
                                  Underwriter:
                                Master Servicer:
                               Special Servicer:
                                 Rating Agency:
================================================================================



       INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
================================================================================
<TABLE>
<S>                                           <C>
LaSalle Web Site                              www.lnbabs.com

LaSalle Bulletin Board                        (714) 282-3990
LaSalle "ASAP" Fax Back System                (714) 282-5518
LaSalle Factor Line                           (800) 246-5761
================================================================================
</TABLE>

11/29/2000 -- 07:40 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   359
ABN AMRO                                                        Statement Date:
LaSalle Bank N.A.                                               Payment Date:
                                                                Prior Payment:
                                                                Next Payment:
                                                                Record Date:

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X


<TABLE>
<CAPTION>
         ORIGINAL         OPENING    PRINCIPAL     PRINCIPAL      NEGATIVE         CLOSING    INTEREST    INTEREST     PASS-THROUGH
CLASS   FACE VALUE(1)     BALANCE     PAYMENT    ADJ. OR LOSS   AMORTIZATION       BALANCE     PAYMENT    ADJUSTMENT      RATE(2)
CUSIP    Per 1,000       Per 1,000   Per 1,000     Per 1,000      Per 1,000       Per 1,000   Per 1,000   Per 1,000    Next Rate(3)
===================================================================================================================================
<S>     <C>              <C>         <C>         <C>           <C>                <C>         <C>         <C>          <C>





           0.00            0.00        0.00         0.00            0.00          0.00        0.00        0.00
===================================================================================================================================
                                                               TOTAL P&I PAYMENT              0.00
===================================================================================================================================
</TABLE>

Notes:  (1)  N denotes notional balance not included in total
        (2)  Interest Paid minus Interest Adjustment minus Deferred Interest
             equals Accrual
        (3)  Estimated

11/29/2000 -- 07:40 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   360
ABN AMRO                                                        Statement Date:
LaSalle Bank N.A.                                               Payment Date:
                                                                Prior Payment:
                                                                Next Payment:
                                                                Record Date:

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X

                          BOND INTEREST RECONCILIATION

<TABLE>
<CAPTION>

                                                         Deductions                                   Additions
                                        ----------------------------------------------   -------------------------------------
                            Accrued                   Add.       Deferred &                Prior       Prepay-      Other
             Accrual      Certificate   Allocable    Trust       Accretion    Interest   Int. Short-    ment       Interest
          -------------
Class     Method   Days    Interest       PPIS      Expense(1)    Interest     Losses     falls Due    Penalties   Proceeds(2)
==============================================================================================================================
<S>       <C>      <C>    <C>           <C>         <C>         <C>          <C>        <C>          <C>         <C>




============================================================================================================================
                          0.00          0.00        0.00        0.00         0.00       0.00         0.00        0.00
============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                            Remaining
Distributable   Interest   Outstanding      Credit Support
 Certificate    Payment     Interest     ---------------------
  Interest       Amount     Shortfalls   Original   Current(3)
==============================================================
<S>             <C>        <C>           <C>        <C>




==============================================================
0.00            0.00       0.00
==============================================================
</TABLE>

(1)  Additional Trust Expenses are fees allocated directly to the bond resulting
     in a deduction to accrued interest and not carried as an outstanding
     shortfall.

(2)  Other Interest Proceeds include default interest, PPIE and Recoveries of
     Interest.

(3)  Determined as follows: (A) the ending balance of all the classes less (B)
     the sum of (i) the ending balance of the class and (ii) the ending balance
     of all classes which are not subordinate to the class divided by (A).

11/29/2000 -- 07:40 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   361
ABN AMRO                                                        Statement Date:
LaSalle Bank N.A.                                               Payment Date:
                                                                Prior Payment:
                                                                Next Payment:
                                                                Record Date:

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X

                           CASH RECONCILIATION SUMMARY


       INTEREST SUMMARY
================================
<TABLE>
<CAPTION>

<S>                                               <C>
Current Scheduled Interest
Less Deferred Interest
Plus Advance Interest
Plus Unscheduled Interest
PPIS Reducing Scheduled Interest
Less Total Fees Paid To Servicer
Plus Fees Advanced for PPIS
Less Fee Strips Paid by Servicer
Less Misc. Fees & Expenses
Less Non Recoverable Advances
--------------------------------
Interest Due Trust
--------------------------------
Less Trustee Fee
Less Fee Strips Paid by Trust
Less Misc. Fees Paid by Trust
--------------------------------
Remittance Interest
--------------------------------
</TABLE>

    SERVICING FEE SUMMARY
===============================
<TABLE>
<CAPTION>

<S>                                               <C>
Current Servicing Fees
Plus Fees Advanced for PPIS
Less Reduction for PPIS
Plus Unscheduled Servicing Fees
-------------------------------
Total Servicing Fees Paid
-------------------------------
</TABLE>

         PPIS SUMMARY
================================
<TABLE>
<CAPTION>

<S>                                               <C>
Gross PPIS
Reduced by PPIE
Reduced by Shortfalls in Fees
Reduced by Other Amounts
--------------------------------
PPIS Reducing Scheduled Interest
--------------------------------
PPIS Reducing Servicing Fee
--------------------------------
PPIS Due Certificate
--------------------------------
</TABLE>


       PRINCIPAL SUMMARY
==================================
<TABLE>
<CAPTION>

<S>                                               <C>
SCHEDULED PRINCIPAL:
----------------------------------
Current Scheduled Principal
Advanced Scheduled Principal
----------------------------------
Scheduled Principal Distribution
----------------------------------
UNSCHEDULED PRINCIPAL:
----------------------------------
Curtailments
Prepayments in Full
Liquidation Proceeds
Repurchase Proceeds
Other Principal Proceeds
----------------------------------
Unscheduled Principal Distribution
----------------------------------
Remittance Principal
----------------------------------

----------------------------------
Servicer Wire Amount
----------------------------------
</TABLE>

                   POOL BALANCE SUMMARY
============================================================
<TABLE>
<CAPTION>
                                         Balance       Count
============================================================
<S>                                      <C>           <C>
Beginning Pool
Scheduled Principal Distribution
Unscheduled Principal Distribution
Deferred Interest
Liquidations
Repurchases
Ending Pool
============================================================
</TABLE>

<TABLE>
<CAPTION>
                                                  ADVANCES
----------------------------------------------------------------------------------------------------------
    PRIOR OUTSTANDING             CURRENT PERIOD                RECOVERED            ENDING OUTSTANDING
Principal        Interest     Principal      Interest       Principal Interest     Principal      Interest
==========================================================================================================
<S>              <C>          <C>            <C>            <C>       <C>            <C>            <C>



----------------------------------------------------------------------------------------------------------
</TABLE>

11/29/20 - 07:40 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   362
ABN AMRO                                                        Statement Date:
LaSalle Bank N.A.                                               Payment Date:
                                                                Prior Payment:
                                                                Next Payment:
                                                                Record Date:

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X

           ASSET BACKED FACTS ~15 MONTH HISTORICAL LOAN STATUS SUMMARY

<TABLE>
<CAPTION>
                                                  Delinquency Aging Categories
                 ------------------------------------------------------------------------------------------------------
Distribution     Delinq 1 Month      Delinq 2 Months     Delinq 3+ Months          Foreclosure                REO
                 ------------------------------------------------------------------------------------------------------
    Date         #       Balance     #       Balance     #        Balance        #       Balance        #       Balance
============     ======================================================================================================
<S>              <C>     <C>         <C>     <C>         <C>      <C>            <C>     <C>            <C>     <C>




============     ======================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                  Special Event Categories (1)
---------------------------------------------------------------
 Modifications     Specially Serviced           Bankruptcy
---------------------------------------------------------------
#      Balance     #          Balance        #         Balance
===============================================================
<S>    <C>         <C>        <C>            <C>       <C>



===============================================================
</TABLE>

(1)  Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
     the Appropriate Delinquency Aging Category

11/29/2000 -- 07:40 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   363
ABN AMRO                                                        Statement Date:
LaSalle Bank N.A.                                               Payment Date:
                                                                Prior Payment:
                                                                Next Payment:
                                                                Record Date:

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X

           ASSET BACKED FACTS ~15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY

<TABLE>
<CAPTION>
Distribution   Ending Pool (1)     Payoffs (2)        Penalties      Appraisal Reduct.(2)    Liquidations (2)   Realized Losses (2)
               ---------------------------------------------------------------------------------------------------------------------
   Date        #       Balance    #      Balance    #      Amount    #        Balance         #       Balance     #         Amount
============   =====================================================================================================================
<S>            <C>     <C>        <C>    <C>        <C>    <C>       <C>      <C>            <C>      <C>       <C>         <C>



============   =====================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
Remaining Term      Curr Weighted Avg.
--------------------------------------
Life     Amort.     Coupon      Remit
======================================
<S>      <C>        <C>         <C>



======================================
</TABLE>

(1)  Percentage based on pool as of cutoff.
(2)  Percentage based on pool as of beginning of period.

11/29/2000 -- 07:40 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   364
ABN AMRO                                                        Statement Date:
LaSalle Bank N.A.                                               Payment Date:
                                                                Prior Payment:
                                                                Next Payment:
                                                                Record Date:

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X

                  HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT

<TABLE>
<CAPTION>
Disclosure    Distribution   Initial             Payoff       Penalty      Prepayment    Maturity       Property

Control  #       Date        Balance     Code    Amount        Amount         Date         Date           Type              State
==========================   ========================================      ======================       =========================
<S>           <C>            <C>         <C>     <C>          <C>          <C>           <C>            <C>                 <C>





==========================   ========================================      ======================       =========================
                             CUMULATIVE               0             0
                                                 ====================
</TABLE>

<TABLE>
<CAPTION>
            Remaining Term           Note
            ---------------
DSCR        Life     Amort.          Rate
=========================================
<S>         <C>      <C>             <C>




=========================================
</TABLE>

11/29/2000 -- 07:40 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   365
ABN AMRO                                                        Statement Date:
LaSalle Bank N.A.                                               Payment Date:
                                                                Prior Payment:
                                                                Next Payment:
                                                                Record Date:

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X

                             DELINQUENT LOAN DETAIL

<TABLE>
<CAPTION>
                 Paid                 Outstanding   Out. Property                        Special
Disclosure Doc   Thru   Current P&I       P&I         Protection       Advance          Servicer      Foreclosure   Bankruptcy  REO
  Control #      Date     Advance      Advances**      Advances     Description (1)   Transfer Date      Date          Date     Date
====================================================================================================================================
<S>              <C>    <C>           <C>           <C>             <C>               <C>             <C>           <C>         <C>





====================================================================================================================================
</TABLE>

A. P&I Advance - Loan in Grace Period
B. P&I Advance - Late Payment but < one month delinq

1. P&I Advance - Loan delinquent 1 month
2. P&I Advance - Loan delinquent 2 months

3. P&I Advance - Loan delinquent 3 months or More
4. Matured Balloon/Assumed Scheduled Payment

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

**  Outstanding P&I Advances include the current period P&I Advance

11/29/2000 - 7:40 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   366
ABN AMRO                                                        Statement Date:
LaSalle Bank N.A.                                               Payment Date:
                                                                Prior Payment:
                                                                Next Payment:
                                                                Record Date:

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X

                          MORTGAGE LOAN CHARACTERISTICS



                        DISTRIBUTION OF PRINCIPAL BALANCES
<TABLE>
<CAPTION>
=====================================================================================
Current Scheduled      # of         Scheduled       % of          Weighted Average
                                                              -----------------------
     Balances          Loans         Balance       Balance    Term    Coupon     DSCR
=====================================================================================
<S>                    <C>          <C>            <C>        <C>     <C>        <C>





=====================================================================================
                         0              0           0.00%
=====================================================================================
</TABLE>

Average Scheduled Balance
Maximum Scheduled Balance
Minimum Scheduled Balance



                DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)
<TABLE>
<CAPTION>
==================================================================================
Fully Amortizing     # of         Scheduled     % of           Weighted Average
                                                            ----------------------
Mortgage Loans       Loans         Balance     Balance      Term    Coupon    DSCR
==================================================================================
<S>                  <C>          <C>          <C>          <C>     <C>       <C>





==================================================================================
                      0               0         0.00%
==================================================================================
</TABLE>
                                        Minimum Remaining Term
                                        Maximum Remaining Term



                    DISTRIBUTION OF MORTGAGE INTEREST RATES
<TABLE>
<CAPTION>
==========================================================================================
Current Mortgage           # of      Scheduled      % of             Weighted Average
                                                                 -------------------------
 Interest Rate             Loans     Balance       Balance       Term     Coupon      DSCR
==========================================================================================
<S>                        <C>       <C>           <C>           <C>      <C>         <C>




==========================================================================================
                            0           0           0.00%
==========================================================================================
</TABLE>

Minimum Mortgage Interest Rate           10.0000%
Maximum Mortgage Interest Rate           10.0000%



                    DISTRIBUTION OF REMAINING TERM (BALLOON)
<TABLE>
<CAPTION>
==========================================================================================================
          Balloon                       # of      Scheduled      % of                Weighted Average
                                                                                --------------------------
       Mortgage Loans                   Loans     Balance       Balance         Term      Coupon      DSCR
==========================================================================================================
<S>         <C>          <C>            <C>       <C>           <C>             <C>       <C>         <C>
  0         to            60
 61         to           120
121         to           180
181         to           240
241         to           360
==========================================================================================================
                                         0           0           0.00%
==========================================================================================================
</TABLE>

Minimum Remaining Term          0
Maximum Remaining Term          0

11/29/2000 -- 07:40 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   367
ABN AMRO                                                   Statement Date:
LaSalle Bank N.A                                           Payment Date:
                                                           Prior Payment:
                                                           Next Payment:
                                                           Record Date:


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER
                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2000-C3
                           ABN AMRO ACCT: XX-XXXX-XX-X

                          MORTGAGE LOAN CHARACTERISTICS

                         DISTRIBUTION OF DSCR (CURRENT)


<TABLE>
<CAPTION>
Debt Service     # of           Scheduled     % of
Coverage Ratio   Loans          Balance       Balance     WAMM     WAC     DSCR
================================================================================
<S>              <C>            <C>           <C>         <C>      <C>     <C>












================================================================================
                 0                 0          0.00%
================================================================================
</TABLE>
Maximum    DSCR

Minimum    DSCR


                          DISTRIBUTION OF DSCR (CUTOFF)
<TABLE>
<CAPTION>

Debt Service      # of          Scheduled     % of
Coverage Ratio    Loans         Balance       Balance       WAMM    WAC     DSCR
================================================================================
<S>              <C>            <C>           <C>         <C>      <C>     <C>








================================================================================
                   0                0         0.00%
================================================================================
</TABLE>
Maximum    DSCR                         0.90

Minimum    DSCR                         0.90



                             GEOGRAPHIC DISTRIBUTION
<TABLE>
<CAPTION>
               # of          Scheduled   % of
State          Loans         Balance     Balance       WAMM     WAC     DSCR
===============================================================================
<S>            <C>           <C>         <C>           <C>      <C>     <C>



















===============================================================================
                 0                            0.00%
===============================================================================
</TABLE>

11/29/2000 - 07:40 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
<PAGE>   368

ABN AMRO                                                   Statement Date:
LaSalle Bank N.A.
                                                           Payment Date:

                                                           Prior Payment:

                                                           Next Payment:

                                                           Record Date:


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.


                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER

                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                                 SERIES 2000-C3

                           ABN AMRO ACCT: XX-XXXX-XX-X


                          MORTGAGE LOAN CHARACTERISTICS




                        DISTRIBUTION OF PROPERTY TYPES
<TABLE>
<CAPTION>
                   # of          Scheduled     % of
Property Types     Loans         Balance       Balance      WAMM    WAC     DSCR
===============================================================================
<S>                <C>           <C>        <C>             <C>     <C>     <C>
















===============================================================================
                   0                       0  0.00%
===============================================================================
</TABLE>

                    DISTRIBUTION OF AMORTIZATION TYPE
<TABLE>
<CAPTION>


Current Scheduled        # of        Scheduled     % of
     Balances            Loans        Balance      Balance  WAMM     WAC    DSCR
===============================================================================
<S>                      <C>         <C>           <C>      <C>      <C>    <C>







</TABLE>


                    DISTRIBUTION OF LOAN SEASONING
<TABLE>
<CAPTION>
                    # of         Scheduled    % of
Number of Years     Loans        Balance      Balance WAMM    WAC      DSCR
===============================================================================
<S>                <C>           <C>       <C>             <C>     <C>
















===============================================================================
                    0                      0  0.00%
===============================================================================
</TABLE>




                  DISTRIBUTION OF YEAR LOANS MATURING
<TABLE>
<CAPTION>
                  # of           Scheduled    % of
Year              Loans          Balance      Balance    WAMM     WAC      DSCR
===============================================================================
<S>               <C>            <C>         <C>         <C>      <C>      <C>
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009 & Longer
===============================================================================
                    0                      0  0.00%
===============================================================================
</TABLE>

11/29/2000-07:40 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.

<PAGE>   369

ABN AMRO                                                   Statement Date:
LaSalle Bank N.A.
                                                           Payment Date:

                                                           Prior Payment:

                                                           Next Payment:

                                                           Record Date:


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.


                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER

                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                                 SERIES 2000-C3

                           ABN AMRO ACCT: XX-XXXX-XX-X



                                LOAN LEVEL DETAIL
<TABLE>
<CAPTION>
                                             Operating              Ending
Disclosure       Property                    Statement  Maturity  Principal
Control #   Grp   Type     State  DSCR  NOI    Date       Date     Balance
============================================================================
<S>         <C>  <C>       <C>    <C>   <C>  <C>        <C>       <C>















============================================================================
                           W/Avg   0.00  0                            0
============================================================================
</TABLE>

<TABLE>
<CAPTION>
                          Spec.         Loan
  Note  Scheduled  Mod.   Serv  ASER    Status        Prepayment
  Rate    P&I      Flag   Flag  Flag    Code(1)   Amount    Penalty      Date
==============================================================================
  <S>   <C>        <C>    <C>   <C>     <C>      <C>   <C>               <C>















==============================================================================
           0                                     0       0
==============================================================================

</TABLE>

*    NOI and DSCR, if available and reportable under the terms of the Pooling
     and Servicing Agreement, are based on information obtained from the related
     borrower, and no other party to the agreement shall be held liable for the
     accuracy or methodology used to determine such figures.

(1)  Legend:


     A. P&I Adv - in Grace Period            1. P&I Adv - delinquent 1 month

     B. P&I Adv - < one month delinq         2. P&I Adv - delinquent 2 months



     3. P&I Adv - delinquent 3+ months       5. Prepaid in Full

     4. Mat. Balloon/Assumed P&I             6. Specially Serviced



     7. Foreclosure                          9. REO

     8. Bankruptcy
                                            10. DPO


    11. Modification

11/29/2000 - 07:40 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.

<PAGE>   370

ABN AMRO                                                   Statement Date:
LaSalle Bank N.A.
                                                           Payment Date:

                                                           Prior Payment:

                                                           Next Payment:

                                                           Record Date:


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.


                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER

                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                                 SERIES 2000-C3

                           ABN AMRO ACCT: XX-XXXX-XX-X






                    SPECIALLY SERVICED (PART I) ~ LOAN DETAIL

<TABLE>
<CAPTION>

                               Balance                             Remaining Term
Disclosure    Transfer   ------------------    Note    Maturity   -----------------   Property                                 NOI
Control #       Date     Scheduled   Actual    Rate     Date      Life       Amort.     Type     State   NOI       DSCR        Date
===================================================================================================================================
<S>           <C>        <C>        <C>        <C>     <C>       <C>         <C>      <C>        <C>     <C>       <C>         <C>



















</TABLE>

11/29/2000 - 07:40 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.

<PAGE>   371


ABN AMRO                                                   Statement Date:
LaSalle Bank N.A.
                                                           Payment Date:

                                                           Prior Payment:

                                                           Next Payment:

                                                           Record Date:


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.


                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER

                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                                 SERIES 2000-C3

                           ABN AMRO ACCT: XX-XXXX-XX-X







          SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS

<TABLE>
<CAPTION>
Disclosure       Resolution                      Comments
Control #        Strategy
================================================================================
<S>              <C>                             <C>














</TABLE>

11/29/2000 - 07:40 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
<PAGE>   372
ABN AMRO                                                   Statement Date:
LaSalle Bank N.A.
                                                           Payment Date:

                                                           Prior Payment:

                                                           Next Payment:

                                                           Record Date:


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER

                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                                 SERIES 2000-C3

                           ABN AMRO ACCT: XX-XXXX-XX-X


                              MODIFIED LOAN DETAIL

<TABLE>
<CAPTION>
Disclosure       Modification         Modification                                 Modification
Control #        Date                 Code                                         Description
====================================================================================================================================
<S>              <C>                  <C>                                          <C>







====================================================================================================================================
</TABLE>

11/29/2000-07:40(MXXX-MXXX) (C) 2000 LaSalle Bank N.A.
<PAGE>   373

ABN AMRO                                                   Statement Date:
LaSalle Bank N.A.
                                                           Payment Date:

                                                           Prior Payment:

                                                           Next Payment:

                                                           Record Date:


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER

                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                                 SERIES 2000-C3

                           ABN AMRO ACCT: XX-XXXX-XX-X


                              REALIZED LOSS DETAIL
<TABLE>
<CAPTION>
                                                                   Beginning
Distribution         Disclosure      Appraisal      Appraisal      Scheduled
Period               Control #       Date           Value          Balance
===============================================================================
<S>                  <C>             <C>            <C>            <C>

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







-------------------------------------------------------------------------------
CURRENT TOTAL                                                      0.00
CUMULATIVE                                                         0.00
===============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                             Gross Proceeds      Aggregate         Net         Net Proceeds
                               Gross           as a % of       Liquidation      Liquidation      as a % of       Realized
                              Proceeds       Sched Principal     Expenses *      Proceeds      Sched. Balance      Loss
=========================================================================================================================
<S>                           <C>            <C>               <C>              <C>            <C>               <C>












-------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL                      0.00                                  0.00          0.00                          0.00
CUMULATIVE                         0.00                                  0.00          0.00                          0.00
=========================================================================================================================
</TABLE>


         *Aggregate liquidation expenses also include outstanding P&I advances
          and unpaid servicing fees, unpaid trustee fees, etc.




11/29/2000-07:40(MXXX-MXXX) (C) 2000 LaSalle Bank N.A.

<PAGE>   374

ABN AMRO                                                   Statement Date:
LaSalle Bank N.A.
                                                           Payment Date:

                                                           Prior Payment:

                                                           Next Payment:

                                                           Record Date:


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

                 MIDLAND LOAN SERVICES, INC., AS MASTER SERVICER

                   LENNAR PARTNERS, INC., AS SPECIAL SERVICER

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                                 SERIES 2000-C3

                           ABN AMRO ACCT: XX-XXXX-XX-X


                           APPRAISAL REDUCTION DETAIL

<TABLE>
<CAPTION>

Disclosure        Appraisal     Scheduled       Reduction       Note       Maturity
Control #         Red. Date     Balance         Amount          Rate       Date
===================================================================================
<S>               <C>           <C>             <C>             <C>        <C>














</TABLE>

<TABLE>
<CAPTION>

     Remaining Term         Property                          Appraisal
   Life         Amort.        Type       State    DSCR      Value    Date
===================================================================================
   <S>          <C>         <C>          <C>      <C>       <C>      <C>














</TABLE>



11/29/2000-07:40(MXXX-MXXX) (C) 2000 LaSalle Bank N.A.




<PAGE>   375
                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
                              HELD IN PHYSICAL FORM

                                     [date]


LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention:  Asset-Backed Securities Trust Services Group
            Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C3

            Re:  Salomon Brothers Mortgage Securities VII, Inc., Commercial
                 Mortgage Pass-Through Certificates, Series 2000-C3, Class ____
                 Certificates [having an initial aggregate Certificate
                 [Principal Balance] [Notional Amount] as of December 19, 2000
                 (the "Closing Date") of $__________] [evidencing a      %
                 Percentage Interest in the related Class]


Dear Sirs:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 2000, among Salomon Brothers Mortgage
Securities VII, Inc. as Depositor, Midland Loan Services, Inc. as Master
Servicer, Lennar Partners, Inc. as Special Servicer, Wells Fargo Bank Minnesota,
N.A. as Trustee and LaSalle Bank National Association as Certificate
Administrator and as Tax Administrator. All capitalized terms used herein and
not otherwise defined shall have the respective 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 Certificates
with the full right to transfer such Certificates 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 Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a


                                     F-1A-1
<PAGE>   376
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), or would render the disposition of the Transferred
Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.

         3. The Transferor and any person acting on behalf of the Transferor in
this matter reasonably believe that the Transferee is a "qualified institutional
buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act (a "Qualified Institutional Buyer") purchasing for its own account or for
the account of another person that is itself a Qualified Institutional Buyer. In
determining whether the Transferee is a Qualified Institutional Buyer, the
Transferor and any person acting on behalf of the Transferor in this matter has
relied upon the following method(s) of establishing the Transferee's ownership
and discretionary investments of securities (check one or more):

         ___      (a) The Transferee's most recent publicly available financial
                  statements, which statements present the information as of a
                  date within 16 months preceding the date of sale of the
                  Transferred Certificates in the case of a U.S. purchaser and
                  within 18 months preceding such date of sale in the case of a
                  foreign purchaser; or

         ___      (b) The most recent publicly available information appearing
                  in documents filed by the Transferee with the Securities and
                  Exchange Commission or another United States federal, state,
                  or local governmental agency or self-regulatory organization,
                  or with a foreign governmental agency or self-regulatory
                  organization, which information is as of a date within 16
                  months preceding the date of sale of the Transferred
                  Certificates in the case of a U.S. purchaser and within 18
                  months preceding such date of sale in the case of a foreign
                  purchaser; or

         ___      (c) The most recent publicly available information appearing
                  in a recognized securities manual, which information is as of
                  a date within 16 months preceding the date of sale of the
                  Transferred Certificates in the case of a U.S. purchaser and
                  within 18 months preceding such date of sale in the case of a
                  foreign purchaser; or

         ___      (d) A certification by the chief financial officer, a person
                  fulfilling an equivalent function, or other executive officer
                  of the Transferee, specifying the amount of securities owned
                  and invested on a discretionary basis by the Transferee as of
                  a specific date on or since the close of the Transferee's most
                  recent fiscal year, or, in the case of a Transferee that is a
                  member of a "family of investment companies", as that term is
                  defined in Rule 144A, a certification by an executive officer
                  of the investment adviser specifying the amount of securities
                  owned by the "family of investment companies" as of a specific
                  date on or since the close of the Transferee's most recent
                  fiscal year.

         ___      (e) Other. (Please specify brief description of method)


                                     F-1A-2
<PAGE>   377
         4. The Transferor and any person acting on behalf of the Transferor
understand that in determining the aggregate amount of securities owned and
invested on a discretionary basis by an entity for purposes of establishing
whether such entity is a Qualified Institutional Buyer:

         (a) the following instruments and interests shall be excluded:
         securities of issuers that are affiliated with such entity; securities
         that are part of an unsold allotment to or subscription by such entity,
         if such entity is a dealer; securities of issuers that are part of such
         entity's "family of investment companies", if such entity is a
         registered investment company; bank deposit notes and certificates of
         deposit; loan participations; repurchase agreements; securities owned
         but subject to a repurchase agreement; and currency, interest rate and
         commodity swaps;

         (b) the aggregate value of the securities shall be the cost of such
         securities, except where the entity 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 may be valued at market;
         and

         (c) securities owned by subsidiaries of the entity that are
         consolidated with the entity in its financial statements prepared in
         accordance with generally accepted accounting principles may be
         included if the investments of such subsidiaries are managed under the
         direction of the entity, except that, unless the entity is a reporting
         company under Section 13 or 15(d) of the Securities Exchange Act of
         1934, as amended, securities owned by such subsidiaries may not be
         included if the entity itself is a majority-owned subsidiary that would
         be included in the consolidated financial statements of another
         enterprise.

         5. The Transferor or a person acting on its behalf has taken reasonable
steps to ensure that the Transferee is aware that the Transferor is relying on
the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A.

         6. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement, and (e) all related matters, that the Transferee has
requested.


                                                 Very truly yours,

                                                 (Transferor)


                                                 By:____________________________
                                                    Name:
                                                    Title:


                                     F-1A-3
<PAGE>   378
                                  EXHIBIT F-1B

                        FORM II OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
                              HELD IN PHYSICAL FORM

                                     [date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset-Backed Securities Trust Services Group
            Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C3

            Re:  Salomon Brothers Mortgage Securities VII, Inc., Commercial
                 Mortgage Pass-Through Certificates, Series 2000-C3, Class ____
                 Certificates [having an initial aggregate Certificate
                 [Principal Balance] [Notional Amount] as of December 19, 2000
                 (the "Closing Date") of $__________] [evidencing a     %
                 Percentage Interest in the related Class]

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the captioned Certificates, (the "Transferred Certificates"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 2000, among Salomon Brothers Mortgage
Securities VII, Inc. as Depositor, Midland Loan Services, Inc. as Master
Servicer, Lennar Partners, Inc. as Special Servicer, Wells Fargo Bank Minnesota,
N.A. as Trustee and LaSalle Bank National Association as Certificate
Administrator and as Tax Administrator. All capitalized terms used herein and
not otherwise defined shall have the respective 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 Certificates
with the full right to transfer such Certificates 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 Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any


                                     F-1B-1
<PAGE>   379
other manner, or (e) taken any other action with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security, which (in the case of any of the acts described in clauses (a) through
(e) hereof) would constitute a distribution of the Transferred Certificates
under the Securities Act of 1933, as amended (the "Securities Act"), would
render the disposition of the Transferred Certificates a violation of Section 5
of the Securities Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to the
Securities Act or any state securities laws.


                                                 Very truly yours,


                                                 (Transferor)

                                                 By:____________________________
                                                    Name:
                                                    Title:


                                     F-1B-2
<PAGE>   380
                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
                              HELD IN PHYSICAL FORM

                                     [date]


LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention:  Asset-Backed Securities Trust Services Group
            Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C3

            Re:  Salomon Brothers Mortgage Securities VII, Inc., Commercial
                 Mortgage Pass-Through Certificates, Series 2000-C3, Class ____
                 Certificates [having an initial aggregate Certificate
                 [Principal Balance] [Notional Amount] as of December 19, 2000
                 (the "Closing Date") of $__________] [evidencing a      %
                 Percentage Interest in the related Class]

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 2000, among Salomon Brothers Mortgage
Securities VII, Inc. as Depositor, Midland Loan Services, Inc. as Master
Servicer, Lennar Partners, Inc. as Special Servicer, Wells Fargo Bank Minnesota,
N.A. as Trustee and LaSalle Bank National Association as Certificate
Administrator and as Tax Administrator. All capitalized terms used herein and
not otherwise defined shall have the respective 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" (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 Certificates for its
own account or for the account of another Qualified Institutional Buyer, and
understands that such Transferred Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.


                                     F-2A-1
<PAGE>   381
         2. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, and (e) all
related matters, that it has requested.

         3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.


                                                 Very truly yours,


                                                 (Transferee)

                                                 By:____________________________
                                                    Name:
                                                    Title:


                                     F-2A-2
<PAGE>   382
                             Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.



                                                 (Nominee)

                                                 By:____________________________
                                                    Name:
                                                    Title:


                                     F-2A-3
<PAGE>   383
                                                         ANNEX 1 TO EXHIBIT F-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and LaSalle Bank National Association, as Certificate
Registrar, with respect to the mortgage pass-through certificates being
transferred (the "Transferred Certificates") 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 Certificates (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] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $_____________________(1) 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) 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),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      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 Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of 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


________

(1)      Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     F-2A-4
<PAGE>   384
                  institution, which is supervised and examined by a state or
                  federal authority having supervision over any such
                  institutions or is a foreign savings and loan association or
                  equivalent institution and (b) has an audited net worth of at
                  least $25,000,000 as demonstrated in its latest annual
                  financial statements, a copy of which is attached hereto, as
                  of a date not more than 16 months preceding the date of sale
                  of the Transferred Certificates in the case of a U.S. savings
                  and loan association, and not more than 18 months preceding
                  such date of sale in the case of 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, as
                  amended.

         ___      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.

         ___      Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

         ___      QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

         ___      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. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person 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.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost


                                     F-2A-5
<PAGE>   385
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 such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under such Person's direction.
However, such securities were not included if such Person is a majority-owned,
consolidated subsidiary of another enterprise and such Person is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates 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 Transferred Certificates
    Yes   No    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
Certificates 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.

         8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.



                                                 _______________________________
                                                     Print Name of Transferee


                                                 By:____________________________
                                                    Name:
                                                    Title:
                                                    Date:


                                     F-2A-6
<PAGE>   386
                                                         ANNEX 2 TO EXHIBIT F-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and LaSalle Bank National Association, as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") 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 Certificates (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, as amended ("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).

         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).


                                     F-2A-7
<PAGE>   387
         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
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

    ___   ___   Will the Transferee be purchasing the Transferred Certificates
    Yes   No    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 Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.



                                     F-2A-8
<PAGE>   388
         8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.



                                       Print Name of Transferee or Adviser


                                       By:______________________________________
                                           Name:
                                           Title:


                                       IF AN ADVISER:



                                       Print Name of Transferee ________________
                                       Date: ___________________________________



                                     F-2A-9
<PAGE>   389
                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
                              HELD IN PHYSICAL FORM

                                     [date]


LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention:  Asset-Backed Securities Trust Services Group
            Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C3

            Re:  Salomon Brothers Mortgage Securities VII, Inc., Commercial
                 Mortgage Pass-Through Certificates, Series 2000-C3, Class ____
                 Certificates [having an initial aggregate Certificate
                 [Principal Balance] [Notional Amount] as of December 19, 2000
                 (the "Closing Date") of $__________] [evidencing a      %
                 Percentage Interest in the related Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 2000, among
Salomon Brothers Mortgage Securities VII, Inc. as Depositor, Midland Loan
Services, Inc. as Master Servicer, Lennar Partners, Inc. as Special Servicer,
Wells Fargo Bank Minnesota, N.A. as Trustee and LaSalle Bank National
Association as Certificate Administrator and as Tax Administrator. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

         1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

         2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee, the Certificate Administrator or Certificate Registrar is obligated
so to register or qualify the Transferred Certificates, and (c) neither the
Transferred Certificates nor any security issued in exchange therefor or in lieu
thereof may be resold or transferred unless it is (i) registered pursuant to the
Securities Act and registered or qualified pursuant to any applicable state
securities laws or (ii) sold or transferred in


                                     F-2B-1
<PAGE>   390
a transaction which is exempt from such registration and qualification and the
Certificate Registrar has received (A) a certificate from the prospective
transferor substantially in the form attached as Exhibit F-1A to the Pooling and
Servicing Agreement; (B) a certificate from the prospective transferor
substantially in the form attached as Exhibit F-1B to the Pooling and Servicing
Agreement and a certificate from the prospective transferee substantially in the
form attached either as Exhibit F-2A or as Exhibit F-2B to the Pooling and
Servicing Agreement; or (C) an Opinion of Counsel satisfactory to the
Certificate Registrar that the transfer may be made without registration under
the Securities Act, together with the written certification(s) as to the facts
surrounding the transfer from the prospective transferor and/or prospective
transferee upon which such Opinion of Counsel is based.

         3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing 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 Certificates will
bear legends substantially to the following effect:

     THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF
     ANY STATE. ANY RESALE, PLEDGE, 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
     WHICH IS 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 HEREIN MAY BE MADE TO (A)
     ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS
     SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
     ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE
     "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
     CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
     TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
     BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
     SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     [THE TRUST FUND IN WHICH THIS CERTIFICATE EVIDENCES AN INTEREST HAS NOT
     BEEN REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT
     OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). ACCORDINGLY, THIS
     CERTIFICATE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO
     (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
     THE SECURITIES ACT (A "QUALIFIED INSTITUTIONAL BUYER") OR (2) AN ACCREDITED
     INVESTOR WITHIN THE MEANING OF PARAGRAPH (1),


                                     F-2B-2
<PAGE>   391
     (2), (3) OR (7) OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT OR
     AN ENTITY IN WHICH ALL THE EQUITY OWNERS CONSTITUTE ENTITIES DESCRIBED IN
     SUCH PARAGRAPHS.]

     4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred 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 the Transferred Certificates under
the Securities Act, would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities law or
would require registration or qualification of the Transferred Certificates
pursuant thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.

     5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto and (e) all
related matters, that it has requested.

     6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs 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 Transferred
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.

     7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.


                                                 Very truly yours,


                                                 (Transferee)

                                                 By:____________________________
                                                    Name:
                                                    Title:
                                                    Date:


                                     F-2B-3
<PAGE>   392
                             Nominee Acknowledgment

     The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.



                                                 (Nominee)


                                                 By:____________________________
                                                    Name:
                                                    Title:


                                     F-2B-4
<PAGE>   393
                                  EXHIBIT F-2C


                        FORM I OF TRANSFEREE CERTIFICATE
          FOR TRANSFERS OF INTERESTS IN CLASS X OR CLASS G CERTIFICATES
                          WHILE HELD IN BOOK-ENTRY FORM

                                             [Date]

[TRANSFEROR]

         Re:      Salomon Brothers Mortgage Securities VII, Inc. Commercial
                  Mortgage Pass-Through Certificates, Series 2000-C3, Class
                  [X][G]

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
Transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in Class
[X][G] Certificates having an initial [Certificate Notional Amount][Certificate
Principal Balance] as of December 19, 2000 (the "Closing Date") of $__________
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2000 (the "Pooling and Servicing Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. as depositor (the "Depositor"), Midland
Loan Services, Inc. as master servicer, Lennar Partners, Inc. as special
servicer, Wells Fargo Bank Minnesota, N.A. as trustee (the "Trustee") and
LaSalle Bank National Association as Certificate Administrator and as Tax
Administrator. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to and agrees with you,
and for the benefit of the Depositor, that:

                  1. The Transferee is a "qualified institutional buyer" (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 Transfer to it of the Transferor's interest in the
         Transferred Certificates is being made in reliance on Rule 144A. The
         Transferee is acquiring such interest in the Transferred Certificates
         for its own account or for the account of a Qualified Institutional
         Buyer.

                  2. The Transferee understands that (a) the Transferred
         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 is obligated
         so to register or qualify the Transferred Certificates, and (c) neither
         the Transferred Certificates nor any security issued in exchange
         therefor or in lieu thereof may be resold or transferred unless it is
         (i) registered pursuant to the Securities Act and registered or


                                     F-2C-1
<PAGE>   394
         qualified pursuant any applicable state securities laws or (ii) sold or
         transferred in transactions which are exempt from such registration and
         qualification and the Transferor desiring to effect such transfer has
         received either (A) a certificate from the prospective transferee
         substantially in the form attached either as Exhibit F-2C to the
         Pooling and Servicing Agreement or as Exhibit F-2D to the Pooling and
         Servicing Agreement or (B) an opinion of counsel satisfactory to the
         Transferor to the effect that such transfer may be made without
         registration under the Securities Act.

                  3. The Transferee understands that it may not sell or
         otherwise transfer any Transferred Certificate, any security issued in
         exchange therefor or in lieu thereof or any interest in the foregoing
         except in compliance with the provisions of Section 5.02 of the Pooling
         and Servicing Agreement, which provisions it has carefully reviewed,
         and that each Transferred Certificate will bear the following legends:

                  THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
         SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
         DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
         REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
         DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS 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 HEREIN MAY BE
         MADE (A) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
         THAT IS SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS
         DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
         HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
         ASSETS OF, ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  4. The Transferee has been furnished with all information
         regarding (a) The Depositor, (b) the Transferred Certificates and
         distributions thereon, (c) the nature, performance and servicing of the
         Mortgage Loans, (d) the Pooling and Servicing Agreement, and (e) all
         related matters, that it has requested.

                                   Very truly yours,

                                   (Transferee)

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


                                     F-2C-2
<PAGE>   395
                                                         ANNEX 1 TO EXHIBIT F-2C


            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 for the benefit of Salomon Brothers Mortgage
Securities VII, Inc. with respect to the mortgage pass-through certificates
being transferred in book-entry form (the "Transferred Certificates") 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 acquiring interests in the Transferred Certificates (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] [each of the Transferee's equity owners]
owned and/or invested on a discretionary basis $______________________(2) 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) 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),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      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 Transferred Certificates 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.


--------
(2)  Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     F-2C-3
<PAGE>   396
         ___      Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. savings and loan association, and not more
                  than 18 months preceding such date of sale in the case of 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, as
                  amended.

         ___      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.

         ___      Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

         ___      QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

         ___      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. 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 (i) securities of issuers that are affiliated with
such Person, (ii) securities that are part of an unsold allotment to or
subscription by such Person, if such Person 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.


                                     F-2C-4
<PAGE>   397
                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by any such Person,
the Transferee used the cost of such securities to such Person, unless such
Person 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 such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under such Person's direction.
However, such securities were not included if such Person is a majority-owned,
consolidated subsidiary of another enterprise and such Person is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificates are relying and will continue to rely on the statements
made herein because one or more Transfers to the Transferee may be in reliance
on Rule 144A.

                  ____  ____  Will the Transferee be acquiring interests in the
                  Yes    No   Transferred Certificates 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 acquiring any interest in the Transferred
Certificates 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 acquisition of any interest
in of the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. 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 acquisition, promptly after they become
available.

                  8. Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                       (Transferee)

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


                                     F-2C-5
<PAGE>   398
                                                         ANNEX 2 TO EXHIBIT F-2C


            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 for the benefit of Salomon Brothers Mortgage
Securities VII, Inc. with respect to the mortgage pass-through certificates
being transferred in book-entry form (the "Transferred Certificates") 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 acquiring interests in the Transferred Certificates (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, as amended ("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, as amended, 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).

                  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).


                                     F-2C-6
<PAGE>   399
                  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 Transferor and other parties related to the Transferred Certificates
are relying and will continue to rely on the statements made herein because one
or more Transfers to the Transferee will be in reliance on Rule 144A.

                  ____     ____  Will the Transferee be acquiring interests in
                  Yes      No    the Transferred Certificates 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 acquiring any interest in the Transferred
Certificates 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 acquisition of any interest in the
Transferred Certificates will constitute a reaffirmation of this certification
by the undersigned as of the date of such acquisition.

                  8. Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                 (Transferee or Adviser)

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


                                 IF AN ADVISER:

                                 Print Name of Transferee

                                 Date:


                                     F-2C-7
<PAGE>   400
                                  EXHIBIT F-2D


                        FORM II OF TRANSFEREE CERTIFICATE
          FOR TRANSFERS OF INTERESTS IN CLASS X OR CLASS G CERTIFICATES
                          WHILE HELD IN BOOK-ENTRY FORM

                                             [Date]

  [TRANSFEROR]

         Re:      Salomon Brothers Mortgage Securities VII, Inc. Commercial
                  Mortgage Pass-Through Certificates, Series 2000-C3, Class
                  [X][G]

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
Transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in Class
[X][G] Certificates having an initial [Certificate Notional Amount][Certificate
Principal Balance] as of December 19, 2000 (the "Closing Date") of $__________
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2000 (the "Pooling and Servicing Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. as depositor (the "Depositor"), Midland
Loan Services, Inc. as Master Servicer, Lennar Partners, Inc., as special
servicer, Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee") and
LaSalle Bank National Association as Certificate Administrator and as Tax
Administrator. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to and agrees with you,
and for the benefit of the Depositor, that:

                  1. The Transferee is acquiring the Transferor's beneficial
ownership interest in the Transferred Certificates for its own account for
investment and not with a view to or for sale or transfer in connection with any
distribution thereof, in whole or in part, in any manner which would violate the
Securities Act of 1933, as amended (the "Securities Act"), or any applicable
state securities laws.

                  2. The Transferee understands that (a) the Transferred
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 is obligated so to register or qualify the
Transferred Certificates, and (c) neither the Transferred Certificates nor any
security issued in exchange therefor or in lieu thereof may be resold or
transferred unless it is (i) registered pursuant to the Securities Act and
registered or qualified pursuant any applicable state securities laws, or (ii)
is sold or transferred in transactions which are exempt from such registration
and qualification and the Transferor desiring to effect such transfer has
received either (A) a certificate from the prospective transferee substantially
in the form attached either as


                                     F-2D-1
<PAGE>   401
Exhibit F-2C to the Pooling and Servicing Agreement or as Exhibit F-2D to the
Pooling and Servicing Agreement or (B) an opinion of counsel satisfactory to the
Transferor to the effect that such transfer may be made without registration
under the Securities Act.

                  3. The Transferee understands that it may not sell or
otherwise transfer any Transferred Certificate, any security issued in exchange
therefor or in lieu thereof or any interest in the foregoing except in
compliance with the provisions of Section 5.02 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed, and that each Transferred
Certificate will bear the following legends:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS
OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS 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 HEREIN MAY BE MADE (A)
TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO
SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF, ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

                  4. Neither the Transferee nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred any Transferred
Certificate, any interest in any Transferred 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 Transferred Certificate, any
interest in any Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in any Transferred Certificate or any
other similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in any
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in any Transferred Certificate or
any other similar security, which (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized or will it authorize any person


                                     F-2D-2
<PAGE>   402
to act, in any manner set forth in the foregoing sentence with respect to any
Transferred Certificate, any interest in any Transferred Certificate or any
other similar security.

                  5. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created
pursuant thereto, (d) the nature, performance and servicing of the Mortgage
Loans, and (e) all related matters, that it has requested.

                  6. The Transferee is an "accredited investor" as defined in
any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
or an entity in which all of the equity owners come within such paragraphs. The
Transferee 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
Transferred 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
investment and can afford a complete loss of such investment.

                                  Very truly yours,


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


                                     F-2D-3
<PAGE>   403
                                  EXHIBIT F-3A


                         FORM OF TRANSFEROR CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHT

                                     [Date]

Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York 10013


         Re:      Salomon Brothers Mortgage Securities VII, Inc., Commercial
                  Mortgage Pass-Through Certificates, Series 2000-C3 (the
                  "Certificates")

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of the Excess Servicing Fee Right established under the Pooling
and Servicing Agreement, dated as of December 1, 2000 (the "Pooling and
Servicing Agreement"), among Salomon Brothers Mortgage Securities VII, Inc., as
depositor (the "Depositor"), Midland Loan Services, Inc. as master servicer,
Lennar Partners, Inc. as special servicer, Wells Fargo Bank Minnesota, N.A. as
trustee and LaSalle Bank National Association as certificate administrator and
as tax administrator. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Depositor, that:

                  1. The Transferor is the lawful owner of the Excess Servicing
         Rights, with the full right to transfer the Excess Servicing Fee Right
         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 the
         Excess Servicing Fee Right, any interest in the Excess Servicing Fee
         Right or any other similar security to any person in any manner, (b)
         solicited any offer to buy or accept a transfer, pledge or other
         disposition of the Excess Servicing Fee Right, any interest in the
         Excess Servicing Fee Right or any other similar security from any
         person in any manner, (c) otherwise approached or negotiated with
         respect to the Excess Servicing Fee Right, any interest in the Excess
         Servicing Fee Right or any other similar security with any person in
         any manner, (d) made any general solicitation with respect to the
         Excess Servicing Fee Right, any interest in the Excess Servicing Fee
         Right or any other similar security 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 the Excess Servicing Fee Right under the
         Securities Act of 1933, as amended (the "Securities Act"), or would
         render the disposition of the Excess Servicing Fee Right a violation of
         Section 5 of the Securities Act or any state securities laws, or would
         require registration or qualification of the Excess Servicing Fee Right
         pursuant to the Securities Act or any state securities laws.


                                     F-3A-1
<PAGE>   404



                                     Very truly yours,





                                     -----------------------------------------
                                     (Transferor)


                                     By:
                                         -------------------------------------

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


                                     F-3A-2
<PAGE>   405


                                  EXHIBIT F-3B


                         FORM OF TRANSFEREE CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHT

                                     [Date]


Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York 10013


Midland Loan Services, Inc.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105


         Re:      Salomon Brothers Mortgage Securities VII, Inc., Commercial
                  Mortgage Pass-Through Certificates, Series 2000-C3

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _______________________ (the "Transferor") to _____________________
_______________________________ (the "Transferee") of the Excess Servicing Fee
Right established pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2000 (the "Pooling and Servicing Agreement"), among Salomon Brothers
Mortgage Securities VII, Inc. as depositor (the "Depositor"), Midland Loan
Services, Inc. as master servicer (the "Master Servicer"), Lennar Partners, Inc.
as special servicer, Wells Fargo Bank Minnesota, N.A. as trustee and LaSalle
Bank National Association as certificate administrator and as tax administrator.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Depositor and
initial Master Servicer, respectively, that:

                  1. The Transferee is acquiring the Excess Servicing Fee Right
for its own account for investment and not with a view to or for sale or
transfer in connection with any distribution thereof, in whole or in part, in
any manner which would violate the Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state securities laws.

                  2. The Transferee understands that (a) the Excess Servicing
Fee Right has 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 is obligated so to register or qualify the Excess
Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or
transferred unless it is (i) registered pursuant to the Securities Act and
registered or qualified pursuant any applicable state securities laws or (ii)
sold or transferred in transactions which are exempt from such registration and


                                     F-3B-1
<PAGE>   406

qualification and (A) the Depositor has received a certificate from the
prospective transferor substantially in the form attached as Exhibit F-3A to the
Pooling and Servicing Agreement, and (B) the Master Servicer and the Depositor
have received a certificate from the prospective transferee substantially in the
form attached as Exhibit F-3B to the Pooling and Servicing Agreement.

                  3. The Transferee understands that it may not sell or
otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.11 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed.

                  4. Neither the Transferee nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right 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 the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security with any person in any manner,
(d) made any general solicitation with respect to the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in
the Excess Servicing Fee Right or any other similar security, which (in the case
of any of the acts described in clauses (a) through (e) above) would constitute
a distribution of the Excess Servicing Fee Right under the Securities Act, would
render the disposition of the Excess Servicing Fee Right a violation of Section
5 of the Securities Act or any state securities law or would require
registration or qualification of the Excess Servicing Fee Right 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 the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.

                  5. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Excess Servicing Fee Right and payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created
pursuant thereto, (d) the nature, performance and servicing of the Mortgage
Loans, and (e) all related matters, that it has requested.

                  6. The Transferee is (a) a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act or (b) an "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or an entity in which all of the equity owners come
within such paragraphs. The Transferee 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 Excess Servicing Fee Right; 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 investment and can afford a complete loss of such
investment.

                  7. The Transferee agrees (i) to keep all information relating
to the Trust and the Trust Fund, and made available to it by the Master
Servicer, confidential, (ii) not to use or disclose such information in any
manner which could result in a violation of any provision of the Securities Act
or would require registration of the Excess Servicing Fee Right or any
Certificate pursuant to the Securities Act, and (iii) not to disclose such
information, and to cause its officers, directors, partners employees, agents or
representatives not to disclose such information, in any manner whatsoever, in
whole or in

                                     F-3B-2
<PAGE>   407

part, to any other Person other than such holder's auditors, legal counsel and
regulators, except to the extent such disclosure is required by law, court order
or other legal requirement or to the extent such information is of public
knowledge at the time of disclosure by such holder or has become generally
available to the public other than as a result of disclosure by such holder;
provided, however, that such holder may provide all or any part of such
information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing
such prospective acquisition and (y) agrees in writing to keep such information
confidential, not to use or disclose such information in any manner which could
result in a violation of any provision of the Securities Act or would require
registration of the Excess Servicing Fee Right or any Certificates pursuant to
the Securities Act and not to disclose such information, and to cause its
officers, directors, partners, employees, agents or representatives not to
disclose such information, in any manner whatsoever, in whole or in part, to any
other Person other than such Persons' auditors, legal counsel and regulators.

                  8. The Transferee acknowledges that the holder of the Excess
Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.11(a) of the Pooling and Servicing
Agreement, and that the Excess Servicing Fee Rate may be reduced to the extent
provided in the Pooling and Servicing Agreement.

                                  Very truly yours,


                                  ---------------------------------------------
                                  (Transferee)

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



                                     F-3B-3
<PAGE>   408
                                   EXHIBIT G-1


                         FORM OF TRANSFEREE CERTIFICATE
                            IN CONNECTION WITH ERISA
       (DEFINITIVE NON-REGISTERED AND NON-INVESTMENT GRADE CERTIFICATES)

                                                [date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset-Backed Securities Trust Services Group
            Salomon Brothers Mortgage Securities VII, Inc., Series2000-C3

                  Re:      Salomon Brothers Mortgage Securities VII, Inc.
                           Commercial Mortgage Pass-Through Certificates, Series
                           2000-C3, Class ______ Certificates [having an initial
                           Certificate [Principal Balance] [Notional Amount] as
                           of December 19, 2000 (the "Closing Date") of
                           $________] [evidencing a % Percentage Interest in the
                           related Class]

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of the captioned mortgage pass-through certificates (the
"Transferred Certificates") pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2000, among Salomon Brothers Mortgage Securities VII, Inc. as
Depositor, Midland Loan Services, Inc. as Master Servicer, Lennar Partners,
Inc., as Special Servicer, Wells Fargo Bank Minnesota, N.A., as Trustee and
LaSalle Bank National Association as Certificate Administrator and as Tax
Administrator. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, as follows (check the applicable paragraph):

___      The Transferee is neither (A) a retirement plan or other employee
         benefit plan or arrangement, including an individual retirement account
         or annuity, a Keogh plan or a collective investment fund or separate
         account in which such plans, accounts or arrangements are invested,
         including an insurance company general account, that is subject to
         ERISA or Section 4975 of the Code (each, a "Plan"), nor (B) a Person
         who is directly or indirectly purchasing the Transferred Certificates
         on behalf of, as named fiduciary of, as trustee of, or with assets of a
         Plan; or


                                     G-1-1
<PAGE>   409
___      The Transferee is using funds from an insurance company general account
         to acquire the Transferred Certificates, however, the purchase and
         holding of such Certificates by such Person is exempt from the
         prohibited transaction provisions of Section 406 or 407 of ERISA and
         the excise taxes on such prohibited transactions imposed under Section
         4975 of the Code under Sections I and III of Prohibited Transaction
         Class Exemption 95-60.

___      The Transferred Certificates are Class [X][G] Certificates, an interest
         in which is being acquired by or on behalf of a Plan in reliance on
         Prohibited Transaction Exemption 91-23, and such Plan (X) is an
         accredited investor as defined in Rule 501(a)(1) of Regulation D of the
         Securities Act, (Y) is not sponsored (within the meaning of Section
         3(16)(B) of ERISA) by the Trustee, the Depositor, any Fiscal Agent, any
         of the Mortgage Loan Sellers, the Master Servicer, any
         Exemption-Favored Party, the Special Servicer, any Sub-Servicer or any
         Borrower with respect to any Mortgage Loan or group of Mortgage Loans
         that represents more than 5% of the aggregate unamortized principal
         balance of the Mortgage Loans determined on the date of the initial
         issuance of the Certificates, or by an Affiliate of any such Person,
         and (Z) agrees that it will obtain from each of its Transferees to
         which it transfers an interest in the Transferred Certificates, a
         written representation that such Transferee, if a Plan, satisfies the
         requirements of the immediately preceding clauses (X) and (Y), together
         with a written agreement that such Transferee will obtain from each of
         its Transferees that are Plans a similar written representation
         regarding satisfaction of the requirements of the immediately preceding
         clauses (X) and (Y).

                                       Very truly yours,


                                       (Transferee)

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


                                     G-1-2
<PAGE>   410
                                   EXHIBIT G-2


                         FORM OF TRANSFEREE CERTIFICATE
     IN CONNECTION WITH ERISA (BOOK-ENTRY CLASS X AND CLASS G CERTIFICATES)

                                                 [Date]

[TRANSFEROR]

         Re:      Salomon Brothers Mortgage Securities VII, Inc. Commercial
                  Mortgage Pass-Through Certificates, Series 2000-C3, Class
                  [X][G]

Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
Transfer by ______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective DTC Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The DEPOSITORY TRUST COMPANY ("DTC") and the Depository Participants) in Class
[X][G] Certificates having an initial [Certificate Notional Amount][Certificate
Principal Balance] as of December 19, 2000 (the "Closing Date") of $__________
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2000 (the "Pooling and Servicing Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. as depositor, Midland Loan Services, Inc.
as master servicer, Lennar Partners, Inc., as special servicer, Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee") and LaSalle Bank National
Association as Certificate Administrator and as Tax Administrator. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as follows (check
the applicable paragraph):

___      The Transferee is neither (A) a retirement plan, an employee benefit
         plan or other retirement arrangement, including an individual
         retirement account or annuity, a Keogh plan or a collective investment
         fund or separate account in which such plans, accounts or arrangements
         are invested, including an insurance company general account, that is
         subject to Section 406 of ERISA or Section 4975 of the Code (each, a
         "Plan"), nor (B) a Person who is directly or indirectly purchasing an
         interest in the Transferred Certificates on behalf of, as named
         fiduciary of, as trustee of, or with assets of, a Plan;

___      The Transferee is using funds from an insurance company general account
         to acquire an interest in the Transferred Certificates, however, the
         purchase and holding of such interest by such Person is exempt from the
         prohibited transaction provisions of Section 406 or 407 of ERISA and
         the excise taxes on such prohibited transactions imposed under Section
         4975 of the Code under Sections I and III of Prohibited Transaction
         Class Exemption 95-60; or

___      The Transferred Certificates are Class [X] Certificates, an interest in
         which is being acquired by or on behalf of a Plan in reliance on
         Prohibited Transaction Exemption 91-


                                     G-2-1
<PAGE>   411
         23, and such Plan (X) is an accredited investor as defined in Rule
         501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored
         (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
         Depositor, any Fiscal Agent, any of the Mortgage Loan Sellers, the
         Master Servicer, any Exemption-Favored Party, the Special Servicer, any
         Sub-Servicer or any Borrower with respect to any Mortgage Loan or group
         of Mortgage Loans that represents more than 5% of the aggregate
         unamortized principal balance of the Mortgage Loans determined on the
         date of the initial issuance of the Certificates, or by an Affiliate of
         any such Person, and (Z) agrees that it will obtain from each of its
         Transferees to which it transfers an interest in the Transferred
         Certificates, a written representation that such Transferee, if a Plan,
         satisfies the requirements of the immediately preceding clauses (X) and
         (Y), together with a written agreement that such Transferee will obtain
         from each of its Transferees that are Plans a similar written
         representation regarding satisfaction of the requirements of the
         immediately preceding clauses (X) and (Y).

                                         (Transferee)


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


                                     G-2-2
<PAGE>   412
                                   EXHIBIT H-1


                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                      FOR TRANSFERS OF CLASS R CERTIFICATES

STATE OF           )
                   ) ss:
COUNTY OF          )

           ____________________, being first duly sworn, deposes and says that:

                  1. He/She is the ____________________ of ____________________
(the prospective transferee (the "Transferee") of Salomon Brothers Mortgage
Securities VII, Inc., Commercial Mortgage Pass-Through Certificates, Series
2000-C3, Class R, evidencing a __% Percentage Interest in such Class (the
"Residual Interest Certificates")), a _________________ duly organized and
validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement pursuant to which the Residual Interest Certificates were
issued (the "Pooling and Servicing Agreement").

                  2. The Transferee (i) is, and as of the date of transfer will
be, a Permitted Transferee and will endeavor to remain a Permitted Transferee
for so long as it holds the Residual Interest Certificates, and (ii) is
acquiring the Residual Interest Certificates for its own account or for the
account of another prospective transferee from which it has received an
affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any Person other than a "Disqualified Organization" or a
"non-United States Person", but in addition, if such Person is classified as a
partnership under the Code, such Person can only be a "Permitted Transferee" if
all of its beneficial owners are United States Persons. For this purpose, a
"Disqualified Organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality, all of the activities of which are subject to
tax and, except for the Federal Home Loan Mortgage Corporation, a majority of
whose board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income. A "non-United States Person" is
any Person other than a "United States Person". A "United States Person" is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in, or under the laws of, the United States or any
political subdivision thereof, an estate whose income from sources without the
United States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States or a trust as to which (i) a court in the United States
is able to exercise primary supervision over the administration of the trust and
(ii) one or more United States fiduciaries have the right to control all
substantial decisions of the trust or, to the extent provided in the Treasury
regulations, a trust if it was in existence on August 20, 1996 and if elected to
be treated as a United States Person).


                                     H-1-1
<PAGE>   413
                  3. The Transferee is aware (i) of the tax that would be
imposed under the Code on transfers of the Residual Interest Certificates to
non-Permitted Transferees; (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 non-Permitted 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 a
Permitted Transferee and, at the time of transfer, such Person does not have
actual knowledge that the affidavit is false; and (iv) that the Residual
Interest Certificates may be a "noneconomic residual interest" within the
meaning of Treasury regulation Section 1.860E-1(c) 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. The Transferee is aware of the tax imposed on a
"pass-through entity" holding the Residual Interest 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. The Transferee is aware that the Certificate Registrar will
not register any transfer of the Residual Interest Certificates by the
Transferee unless the Transferee's transferee, or such transferee's agent,
delivers to the Certificate Registrar, among other things, an affidavit and
agreement in substantially the same form as this affidavit and agreement. The
Transferee expressly agrees that it will not consummate any such transfer if it
knows or believes that any representation contained in such affidavit and
agreement is false. In addition, the Transferee is aware the Certificate
Registrar will not register any transfer of the Residual Interest Certificates
to an entity classified as a partnership under the Code unless at the time of
transfer, all of the beneficial owners of such entity are "United States
Persons".

                  6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Interest Certificates will
only be owned, directly or indirectly, by a Permitted Transferee.

                  7. The Transferee's taxpayer identification number is
______________.

                  8. The Transferee has reviewed the provisions of Section
5.02(d) of the Pooling and Servicing Agreement, a description of which
provisions is set forth in the Residual Interest Certificates (in particular,
the portion of Section 5.02(d) which authorizes the Trustee to deliver payments
on the Residual Interest Certificates to a Person other than the Transferee and
the portion of Section 5.02(d) which authorizes the Trustee to negotiate a
mandatory sale of the Residual Interest Certificates, in either case, in the
event that the Transferee holds such Residual Interest Certificates in violation
of Section 5.02(d)); and the Transferee expressly agrees to be bound by and to
comply with such provisions.

                  9. No purpose of the Transferee relating to its purchase or
any sale of the Residual Interest Certificates is or will be to impede the
assessment or collection of any tax.


                                     H-1-2
<PAGE>   414
                  10. The Transferee hereby represents to and for the benefit of
the transferor that the Transferee intends to pay any taxes associated with
holding the Residual Interest Certificates as they become due, fully
understanding that it may incur tax liabilities in excess of any cash flows
generated by the Residual Interest Certificates.

                  11. The Transferee will, in connection with any transfer that
it makes of the Residual Interest Certificates, deliver to the Certificate
Registrar a representation letter substantially in the form of Exhibit H-2 to
the Pooling and Servicing Agreement in which it will represent and warrant,
among other things, that it is not transferring the Residual Interest
Certificates to impede the assessment or collection of any tax and that it has
at the time of such transfer conducted a reasonable investigation of the
financial condition of the proposed Transferee (or its current beneficial owners
if such Transferee is classified as a partnership under the Code) as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and has satisfied
the requirements of such provision.


                                     H-1-3
<PAGE>   415
                  IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to the authority of its Board of
Directors, by its ____________________ and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this ______ day of
______________.


                                            [NAME OF TRANSFEREE]


                                            By:__________________________
                                                     [Name of Officer]
                                                     [Title of Officer]
[Corporate Seal]

ATTEST:

--------------------------------
[Assistant] Secretary

                  Personally appeared before me the above-named
____________________, known or proved to me to be the same person who executed
the foregoing instrument and to be the ____________________ of the Transferee,
and acknowledged to me that he/she executed the same as his/her free act and
deed and the free act and deed of the Transferee

                  Subscribed and sworn before me this ______ day of
__________________, ________.


                                  NOTARY PUBLIC
COUNTY OF
STATE OF
         ---------------------------

My Commission expires the _________ day of ___________, ____.


                                     H-1-4
<PAGE>   416
                                   EXHIBIT H-2


                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                              CLASS R CERTIFICATES

                                       [date]


LaSalle Bank National Association
135 South LaSalle Street
 Suite 1625
Chicago, Illinois 60603
Attention:  Asset-Backed Securities Trust Services Group
            Salomon Brothers Mortgage Securities VII, Inc., Series2000-C3

                  Re:      Salomon Brothers Mortgage Securities VII, Inc.,
                           Commercial Mortgage Pass-Through Certificates, Series
                           2000-C3, Class R Certificates, evidencing a ____%
                           Percentage Interest in such Class (the "Residual
                           Interest Certificates")


Ladies and Gentlemen:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of the Residual Interest Certificates, pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 2000 (the "Pooling and Servicing
Agreement"), among Salomon Brothers Mortgage Securities VII, Inc. as Depositor,
Midland Loan Services, Inc. as Master Servicer, Lennar Partners, Inc., as
Special Servicer, Wells Fargo Bank Minnesota, N.A., as Trustee and LaSalle Bank
National Association as Certificate Administrator and as Tax Administrator. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

                  1. No purpose of the Transferor relating to the transfer of
the Residual Interest 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 H-1. The Transferor does not know or
believe that any representation contained therein is false.

                  3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) 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


                                     H-2-1
<PAGE>   417
found no significant evidence to indicate that the Transferee will not continue
to pay its debts as they become due in the future. The Transferor understands
that the transfer of the Residual Interest 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 Transferor has
conducted such an investigation.

                                   Very truly yours,


                                   (Transferor)

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


                                     H-2-2
<PAGE>   418
                                   EXHIBIT I-1


                        FORM OF NOTICE AND ACKNOWLEDGMENT
                   CONCERNING REPLACEMENT OF SPECIAL SERVICER

                                       [date]


Moody's Investors Service
99 Church Street, 6th Floor
New York, New York  10007
Attention: Commercial MBS Monitoring Department

Standard & Poor's Rating Services
55 Water Street, 41st Floor
New York, New York  10041

                  Re:      Salomon Brothers Mortgage Securities VII, Inc.,
                           Commercial Mortgage Pass-Through Certificates, Series
                           2000-C3

Ladies and Gentlemen:

                  This notice is being delivered pursuant to Section 6.06 of the
Pooling and Servicing Agreement, dated as of December 1, 2000, and relating to
Salomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C3 (the "Agreement"). Capitalized terms used but not
otherwise defined herein shall have respective meanings assigned to them 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 each Rating Agency delivers to Wells
Fargo Bank Minnesota, N.A., the trustee under the Agreement (the "Trustee"),
written confirmation that if the person designated to become the Special
Servicer were to serve as such, such event would not result in the
qualification, downgrade or withdrawal of the rating or ratings assigned to one
or more Classes of the Certificates. Accordingly, such confirmation is hereby
requested as soon as possible.


                                     I-1-1
<PAGE>   419
                  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., as Trustee


                                   By:
                                      -------------------------------
                                      Name:
                                      Title:
Receipt acknowledged:

MOODY'S INVESTORS SERVICE

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

STANDARD & POOR'S RATING SERVICES

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


                                     I-1-2
<PAGE>   420
                                   EXHIBIT I-2


               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                         , 2000
                          -------------


Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland  21044-3562

Midland Loan Services, Inc.
210 West 10th Street, 6th floor
Kansas City, Missouri  64105

Lennar Partners, Inc.
760 NW 107th Avenue
Miami, Florida  33172

Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York  10013

                  Re:      Salomon Brothers Mortgage Securities VII, Inc.
                           Commercial Mortgage Pass-Through Certificates, Series
                           2000-C3

Ladies and Gentlemen:

                  Pursuant to Section 6.06 of the Pooling and Servicing
Agreement, dated as of December 1, 2000 relating to Salomon Brothers Mortgage
Securities VII, Inc., Commercial Mortgage Pass-Through Certificates, Series
2000-C3 (the "Agreement"), the undersigned hereby agrees with all the other
parties to the Agreement that the undersigned shall serve as Special Servicer
under, and as defined in, the Agreement. The undersigned hereby acknowledges
that, as of the date hereof, it is and shall be a party to the Agreement and
bound thereby to the full extent indicated therein in the capacity of Special
Servicer. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 2.06 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ___________________________.


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


                                     I-2-1
<PAGE>   421
                                    EXHIBIT J


                        FORM OF UCC-1 FINANCING STATEMENT

DEBTOR:

Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York  10013

SECURED PARTY:

Wells Fargo Bank Minnesota, N.A.(*)
as Trustee for the registered holders of
Salomon Brothers Mortgage Securities VII, Inc.,
Commercial Mortgage Pass-Through Certificates,
Series 2000-C3
45 Broadway, 12th Floor
New York, New York 10006

TEXT:


See Exhibit 1 Attached Hereto

--------
(*) Notices to the Secured Party should be sent to 11000 Broken Land Parkway,
Columbia, Maryland 21044-3562, Attention: Corporate Trust Administration (CMBS)
- Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C3.


                                       J-1
<PAGE>   422
                             EXHIBIT 1 TO EXHIBIT J

                  This Schedule I is attached to and incorporated in a financing
statement pertaining to Salomon Brothers Mortgage Securities VII, Inc. as
depositor (referred to as the "Debtor" for the purpose of this financing
statement only), and Wells Fargo Bank Minnesota, N.A., as trustee for the
holders of the Series 2000-C3 Certificates (referred to as the "Secured Party"
for purposes of this financing statement only), under that certain Pooling and
Servicing Agreement, dated as of December 1, 2000 (the "Pooling and Servicing
Agreement"), among the Debtor as depositor, the Secured Party as trustee,
Midland Loan Services, Inc. as master servicer (the "Master Servicer"), Lennar
Partners, Inc. as special servicer (the "Special Servicer"), and LaSalle Bank
National Association as Certificate Administrator (the "Certificate
Administrator") and as Tax Administrator, relating to the issuance of the
Debtor's Commercial Mortgage Pass-Through Certificates, Series 2000-C3
(collectively, the "Series 2000-C3 Certificates") and pursuant to which the
Debtor has transferred to the Secured Party certain commercial and multifamily
mortgage loans identified on the schedule attached hereto as Exhibit A (such
mortgage loans, the "Mortgage Loans"). Capitalized terms used herein and not
defined shall have the respective meanings given to them in the Pooling and
Servicing Agreement. The attached financing statement covers all of the Debtor's
right (including the power to convey title thereto), title and interest in and
to the Trust Fund created pursuant to the Pooling and Servicing Agreement,
including, without limitation, the following:

                  1.       The mortgage notes or other evidence of indebtedness
                           of a borrower (the "Mortgage Notes") with respect to
                           the mortgage loans;

                  2.       The related mortgages, deeds of trust or other
                           similar instruments securing such Mortgage Notes (the
                           "Mortgages");

                  3.       With respect to each Mortgage Note and each Mortgage,
                           each other legal, credit and servicing document
                           related to such Mortgage Note and Mortgage
                           (collectively, with such related Mortgage Note and
                           Mortgage, the "Mortgage Loan Documents");

                  4.       (a) the Collection Account maintained by the Master
                           Servicer pursuant to the Pooling and Servicing
                           Agreement, (b) all funds from time to time on deposit
                           in the Collection Account, (c) the investments of any
                           such funds consisting of securities, instruments or
                           other obligations, and (d) the general intangibles
                           consisting of the contractual right to payment,
                           including, without limitation, the right to payments
                           of principal and interest and the right to enforce
                           the related payment obligations, arising from or
                           under any such investments;

                  5.       All REO Property;

                  6.       (a) the REO Account required to be maintained by the
                           Special Servicer pursuant to the Pooling and
                           Servicing Agreement, (b) all funds from time to time
                           on deposit in the REO Account, (c) the investments of
                           any such funds consisting of securities, instruments
                           or other obligations, and (d) the


                                      J-2
<PAGE>   423
                           general intangibles consisting of the contractual
                           right to payment, including, without limitation, the
                           right to payments of principal and interest and the
                           right to enforce the related payment obligations,
                           arising from or under any such investments;

                  7.       (a) the Servicing Account(s) and Reserve Account(s)
                           required to be maintained by the Master Servicer or
                           Special Servicer pursuant to the Pooling and
                           Servicing Agreement, and (b) all funds from time to
                           time on deposit in the Servicing Account(s) and
                           Reserve Account(s);

                  8.       (a) the Distribution Account, Interest Reserve
                           Account and Gain on Sale Reserve Account required to
                           be maintained by the Secured Party pursuant to the
                           Pooling and Servicing Agreement, (b) all funds from
                           time to time on deposit in the Distribution Account,
                           (c) the investments of any such funds consisting of
                           securities, instruments or other obligations, and (d)
                           the general intangibles consisting of the contractual
                           right to payment, including, without limitation, the
                           right to payments of principal and interest and the
                           right to enforce the related payment obligations,
                           arising from or under any such investments;

                  9.       All insurance policies, including the right to
                           payments thereunder, with respect to the Mortgage
                           Loans required to be maintained pursuant to the
                           Mortgage Loan Documents and the Pooling and Servicing
                           Agreement, transferred to the Trust and to be
                           serviced by the Master Servicer or Special Servicer;
                           and

                  10.      All income, payments, products and proceeds of any of
                           the foregoing, together with any additions thereto or
                           substitutions therefor.

THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN THE
MORTGAGE NOTES, THE RELATED MORTGAGES AND THE OTHER MORTGAGE LOAN DOCUMENTS, AND
THIS FILING SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT A SALE HAS NOT
OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN INSTRUMENT WITHIN THE MEANING OF THE
UNIFORM COMMERCIAL CODE OR THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP
OR SECURITY INTEREST OF THE SECURED PARTY IN ANY MORTGAGE NOTE, MORTGAGE OR
OTHER MORTGAGE LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES,
INSTRUMENTS AND OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT
ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A
CERTIFICATED SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE
UNIFORM COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD
THIS FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY
TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY


                                      J-3
<PAGE>   424
IN THE CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT
OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER
OBLIGATION (INCLUDING, WITHOUT LIMITATION, ANY PERMITTED INVESTMENT). WITH
RESPECT TO THE FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY
ASSERTIONS BY THIRD PARTIES.


                                      J-4
<PAGE>   425
                       EXHIBIT A TO EXHIBIT 1 TO EXHIBIT J


                             MORTGAGE LOAN SCHEDULE


                             [See Attached Schedule]


                                      J-5
<PAGE>   426
                                    EXHIBIT K

                       CALCULATION OF NET OPERATING INCOME

                  With respect to any Mortgaged Property, "Net Operating Income"
shall mean for each fiscal year, trailing twelve (12) months or portion thereof,
(i) the related Operating Income allocable to such period, less (ii) the related
Operating Expenses allocable to such period.

                  With respect to any Mortgaged Property "Operating Income"
shall mean, for each fiscal year or portion thereof, all revenue derived by the
related Borrower arising from the Mortgaged Property, including, without
limitation, rental revenues (whether denominated as basic rent, additional rent,
percentage rent, escalation payments, electrical payments or otherwise) and
other fees and charges payable pursuant to leases or otherwise in connection
with the Mortgaged Property, and rent insurance proceeds. Operating Income shall
not include (a) insurance proceeds (other than proceeds of business interruption
or other similar insurance allocable to the applicable period) and condemnation
awards (other than awards arising from a temporary taking or the use and
occupancy of all or part of the applicable Mortgaged Property allocable to the
applicable period), or interest accrued on such proceeds or awards, (b) proceeds
of any financing, (c) proceeds of any sale, exchange or transfer of the
Mortgaged Property or any part thereof or interest therein, (d) capital
contributions or loans to the Borrower or an Affiliate of the Borrower, (e) any
item of income otherwise includible in Operating Income but paid directly by any
tenant to a Person other than the Borrower except for real estate taxes paid
directly to any taxing authority by any tenant, (f) any other extraordinary,
non-recurring revenues, (g) rent paid by or on behalf of any lessee under space
lease which is the subject of any proceeding or action relating to its
bankruptcy, reorganization or other arrangement pursuant to federal bankruptcy
law or any similar federal or state law or which has been adjudicated a bankrupt
or insolvent, unless such space lease has been affirmed by the trustee in such
proceeding or action, or (h) rent paid by or on behalf of any lessee under a
space lease the demised premises of which are not occupied either by such lessee
or by a sublessee thereof.

                  With respect to any Mortgaged Property "Operating Expenses"
shall mean, for each fiscal year, trailing twelve (12) months or portion
thereof, all expenses directly attributable to the operation, repair and/or
maintenance of the Mortgaged Property, including, without limitation,
impositions, insurance premiums, management fees, payments to third party
suppliers, and costs attributable to the operation, repair and maintenance of
the systems for heating, ventilating and air conditioning, and actually paid for
by the Borrower. Operating Expenses shall not include interest, principal and
premium, if any, due under the Mortgage Note or otherwise in connection with any
other secured indebtedness, income taxes, extraordinary capital improvements
costs, or any non-cash charge or expense such as depreciation.


                                      K-1
<PAGE>   427
                                   EXHIBIT L-1


                   INFORMATION REQUEST FROM CERTIFICATEHOLDER
                              OR CERTIFICATE OWNER

                                        [date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset-Backed Securities Trust Services Group
            Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C3

                  Re:      Salomon Brothers Mortgage Securities VII, Inc.,
                           Commercial Mortgage Pass-Through Certificates, Series
                           2000-C3

                  In accordance with the Pooling and Servicing Agreement, dated
as of December 1, 2000 (the "Pooling and Servicing Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. as depositor (the "Depositor"), Midland
Loan Services, Inc. as Master Servicer, Lennar Partners, Inc. as special
servicer, Wells Fargo Bank Minnesota, N.A. as trustee (the "Trustee") and
LaSalle Bank National Association as Certificate Administrator and as Tax
Administrator, with respect to the Salomon Brothers Mortgage Securities VII,
Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

                  1.       The undersigned is a beneficial holder of
                           $___________ aggregate [Certificate Principal
                           Balance/Certificate Notional Amount] of the Class
                           ____ Certificates.

                  2.       The undersigned is requesting access to the following
                           information (the "Information"):

                           ___      The information on the Certificate
                                    Administrator's Internet Website pursuant to
                                    Section 4.02(a) of the Pooling and Servicing
                                    Agreement.

                           ___      The information identified on the schedule
                                    attached hereto pursuant to Section 8.12(b)
                                    of the Pooling and Servicing Agreement.

                  3.       In consideration of the Certificate Administrator's
                           disclosure to the undersigned of the Information, the
                           undersigned will keep the Information confidential
                           (except from such outside persons as are assisting it
                           in evaluating the Information), and such Information
                           will not, without the prior written consent of the
                           Certificate Administrator, be disclosed by the
                           undersigned or by its officers, directors, partners,
                           employees, agents or


                                     L-1-1
<PAGE>   428
                           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; and provided that the
                           undersigned may provide all or any part of the
                           Information to its auditors, legal counsel and
                           regulators.

                  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 Privately Offered
                           Certificate (as defined in the Pooling and Servicing
                           Agreement) pursuant to Section 5 of the Securities
                           Act.

                  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:
                                                   Telephone No.:


                                     L-1-2
<PAGE>   429
                                   EXHIBIT L-2


                  INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                          [date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset-Backed Securities Trust Services Group
            Salomon Brothers Mortgage Securities VII, Inc., Series 2000-C3

                  Re:      Salomon Brothers Mortgage Securities VII, Inc.,
                           Commercial Mortgage Pass-Through Certificates, Series
                           2000-C3

                  In accordance with the Pooling and Servicing Agreement, dated
as of December 1, 2000 (the "Pooling and Servicing Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. as depositor (the "Depositor"), Midland
Loan Services, Inc. as master servicer, Lennar Partners, Inc. as special
servicer, Wells Fargo Bank Minnesota, N.A. as trustee (the "Trustee"), and
LaSalle Bank National Association as Certificate Administrator and as Tax
Administrator, with respect to the Salomon Brothers Mortgage Securities VII,
Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates"), the undersigned hereby certifies and agrees as follows:

                  1.       The undersigned is contemplating an investment in the
                           Class ____ Certificates.

                  2.       The undersigned is requesting access to the following
                           information (the "Information") for use in evaluating
                           such possible investment:

                           ___      The information on the Certificate
                                    Administrator's Internet Website pursuant to
                                    Section 4.02(a) of the Pooling and Servicing
                                    Agreement.

                           ___      The information identified on the schedule
                                    attached hereto pursuant to Section 8.12(b)
                                    of the Pooling and Servicing Agreement.

                  3.       In consideration of the Certificate Administrator's
                           disclosure to the undersigned of the Information, the
                           undersigned will keep the Information confidential
                           (except from such outside persons as are assisting it
                           in making the investment decision described in
                           paragraphs 1 and 2), and such Information will not,
                           without the prior written consent of the Certificate
                           Administrator, 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;


                                     L-2-1
<PAGE>   430
                           provided that in the event the undersigned purchases
                           any Certificate or any interest in any Certificate,
                           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; and provided that the undersigned may
                           provide all or any part of the Information to its
                           auditors, legal counsel and regulators.

                  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 Privately Offered
                           Certificate (as defined in the Pooling and Servicing
                           Agreement) pursuant to Section 5 of the Securities
                           Act.

                  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:
                                               Telephone No.:


                                     L-2-2
<PAGE>   431
                                   EXHIBIT M-1

                       FORM OF SBRC MORTGAGE LOAN PURCHASE
                                    AGREEMENT
<PAGE>   432
                        MORTGAGE LOAN PURCHASE AGREEMENT


                  This Mortgage Loan Purchase Agreement (this "Agreement"), is
dated and effective as of December 12, 2000, between Salomon Brothers Realty
Corp., a New York corporation ("SBRC"), as seller (in such capacity, together
with its successors and permitted assigns hereunder, the "Seller"), and Salomon
Brothers Mortgage Securities VII, Inc., a Delaware corporation ("SBMS VII"), as
purchaser (in such capacity, together with its successors and permitted assigns
hereunder, the "Purchaser").


                                    RECITALS

                  SBRC desires to sell, assign, transfer and otherwise convey to
SBMS VII, without recourse, and SBMS VII desires to purchase, subject to the
terms and conditions set forth herein, the multifamily and commercial mortgage
loans (the "Mortgage Loans") identified on the schedule annexed hereto as
Exhibit A (the "Mortgage Loan Schedule"), as such schedule may be amended from
time to time pursuant to the terms hereof.

                  SBMS VII intends to create a trust (the "Trust"), the primary
assets of which will be the Mortgage Loans, certain other multifamily and
commercial mortgage loans (the "Other Loans"; and, together with the Mortgage
Loans, the "Securitized Loans"). Beneficial ownership of the assets of the Trust
(such assets collectively, the "Trust Fund") will be evidenced by a series of
mortgage pass-through certificates (the "Certificates"). Certain classes of the
Certificates will be rated by Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc. (together,
the "Rating Agencies"). Certain classes of the Certificates (the "Registered
Certificates") will be subject to registration under the Securities Act of 1933,
as amended (the "Securities Act"). The Trust will be created and the
Certificates will be issued pursuant to a pooling and servicing agreement to be
dated as of December 1, 2000 (the "Pooling and Servicing Agreement"), among SBMS
VII, as depositor, Midland Loan Services, Inc., as master servicer (the "Master
Servicer"), Lennar Partners, Inc., as special servicer ( "Special Servicer"),
and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). Capitalized
terms used but not otherwise defined herein have the respective meanings
assigned to them in the Pooling and Servicing Agreement as in full force and
effect on the Closing Date (as defined in Section 1 hereof). It is anticipated
that SBMS VII will transfer the Mortgage Loans to the Trust contemporaneously
with its purchase of the Mortgage Loans hereunder.

                  The Depositor will acquire some of the Other Loans from
Greenwich Capital Financial Products, Inc. ("GCFP"), some of the Other Loans
from LaSalle Bank National Association ("LaSalle"), and the remaining Other
Loans from Artesia Mortgage Capital Corporation ("AMCC"; and, collectively with
GCFP and LaSalle, the "Other Loan Sellers").

                  SBMS VII intends to sell the Registered Certificates to
Salomon Smith Barney Inc. ("SSBI"), Greenwich Capital Markets, Inc. ("Greenwich
Capital"), Chase Securities Inc. ("Chase"), Deutsche Bank Securities Inc.
("Deutsche Bank"), J.P. Morgan Securities Inc. ("J.P. Morgan") and ABN AMRO Bank
N.V. ("ABN AMRO"), pursuant to an underwriting


                                     M-1-2
<PAGE>   433
agreement, dated as of the date hereof (the "Underwriting Agreement"), among
SBMS VII, SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan and ABN
AMRO; and SBMS VII intends to sell the remaining Certificates (the
"Non-Registered Certificates") to SSBI and Greenwich Capital, pursuant to a
certificate purchase agreement, dated as of the date hereof (the "Certificate
Purchase Agreement"), among SBMS VII, SSBI and Greenwich Capital. The Registered
Certificates are more fully described in the prospectus dated December 12, 2000
(the "Basic Prospectus"); and the supplement to the Basic Prospectus dated
December 12, 2000 (the "Prospectus Supplement"; and, together with the Basic
Prospectus, the "Prospectus"), as each may be amended or supplemented any time
hereafter. Certain classes of the Non-Registered Certificates are more fully
described in the private placement memorandum dated December 12, 2000 (the
"Memorandum"), as it may be amended or supplemented at any time hereafter.

                  SBRC will indemnify SBMS VII, SSBI, Greenwich Capital, Chase,
Deutsche Bank, J.P. Morgan, ABN AMRO and certain related parties with respect to
the disclosure regarding the Mortgage Loans and SBRC contained in the
Prospectus, the Memorandum and certain other disclosure documents and offering
materials relating to the Certificates, pursuant to an indemnification agreement
dated as of the date hereof (the "Indemnification Agreement"), among SBRC, SBMS
VII, SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan and ABN AMRO.

                  Now, therefore, in consideration of the premises and the
mutual agreements set forth herein, the parties agree as follows:

                  SECTION 1. Agreement to Purchase.

                  The Seller agrees to sell, assign, transfer and otherwise
convey (without recourse) to the Purchaser, and the Purchaser agrees to
purchase, subject to the terms and conditions set forth herein, the Mortgage
Loans. The purchase and sale of the Mortgage Loans shall take place on December
19, 2000 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). As of the close of business on their respective due
dates in December 2000 (individually, on a loan-by-loan basis, and collectively,
the "Cut-off Date"), the Mortgage Loans will have an aggregate principal
balance, after application of all payments of principal due on the Mortgage
Loans on or before such date, whether or not received, of $257,886,272, subject
to a variance of plus or minus 5%. The purchase price for the Mortgage Loans
shall be $___________, together with accrued interest on the Mortgage Loans at
their respective Net Mortgage Rates from and including the Cut-off Date to but
not including the Closing Date, and shall be paid to the Seller by wire transfer
in immediately available funds on the Closing Date (or by such other method as
shall be mutually acceptable to the parties hereto).

                  SECTION 2. Conveyance of the Mortgage Loans.

                  (a) Effective as of the Closing Date, subject only to its
receipt and acceptance of the purchase price referred to in Section 1 hereof,
the Seller does hereby transfer, assign, set over and otherwise convey to the
Purchaser, without recourse but subject to the terms of this Agreement, all the
right, title and interest of the Seller in and to the Mortgage Loans identified
on the Mortgage Loan Schedule as of such date, including, without limitation,
all of the Seller's right, title and interest in and to the proceeds of any
related title, hazard or other insurance


                                     M-1-3
<PAGE>   434
policies received by the Seller on or with respect to the Mortgage Loans after
the Cut-off Date and any Additional Collateral. The Seller shall, within 15 days
of the discovery of an error on the Mortgage Loan Schedule, amend the Mortgage
Loan Schedule and deliver to the Purchaser or its designee an amended Mortgage
Loan Schedule. The Mortgage Loan Schedule, as it may be amended, shall conform
to the requirements set forth in this Agreement.

                  (b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong to the Seller).

                  (c) On or before the Closing Date, the Seller shall, at its
expense, deliver or cause to be delivered to the Purchaser or its designee the
Mortgage File and any Additional Collateral (other than reserve funds and escrow
payments) with respect to each Mortgage Loan. Unless the Purchaser notifies the
Seller in writing to the contrary, the designated recipient of the items
described in the preceding sentence shall be the Trustee.

                  If the Seller cannot deliver on the Closing Date any original
or certified recorded document or original policy of title insurance which is to
be delivered as part of the related Mortgage File, solely because the Seller is
delayed in making such delivery by reason of the fact that such original or
certified recorded document has not been returned by the appropriate recording
office or such original policy of title insurance has not yet been issued, then
the Seller shall notify the Purchaser, in writing, of such delay (unless the
Trustee shall have provided the Purchaser with an exception report indicating
such delay), and the Seller shall deliver such documents to the Purchaser or its
designee promptly upon the Seller's receipt thereof.

                  In addition, unless previously delivered by the Seller to the
Purchaser or its designee, the Seller shall, at its expense, deliver to and
deposit with, or cause to be delivered to and deposited with, the Purchaser or
its designee, the following items, within 10 days following the Closing Date
(or, if any of the following items are not in the actual possession of the
Seller, within 30 days following the Closing Date): (i) copies of the Mortgage
Files for the respective Mortgage Loans; (ii) originals or copies of all
financial statements, appraisals, environmental/engineering reports, leases,
rent rolls and tenant estoppels in the possession or under the control of the
Seller that relate to the Mortgage Loans and, to the extent they are not
required to be a part of a Mortgage File in accordance with the definition
thereof, originals or copies of all documents, certificates and opinions in the
possession or under the control of the Seller that were delivered by or on
behalf of the related Borrowers in connection with the origination of the
Mortgage Loans and that are necessary for the ongoing servicing and
administration of the Mortgage Loans; and (iii) all unapplied reserve funds and
escrow payments in the possession or under the control of the Seller that relate
to the Mortgage Loans, other than those that are to be retained by a
sub-servicer or primary servicer that will continue to act on behalf of the
Purchaser. Unless the Purchaser notifies the Seller in writing to the contrary,
the designated recipient of the items described in clauses (i) - (iii) of the
preceding sentence shall be the Master Servicer.


                                     M-1-4
<PAGE>   435
                  The Seller shall also provide to the Purchaser or its designee
the initial data on the Mortgage Loans (as of the Closing Date or the most
recent earlier date for which such date is available) contemplated by the Loan
Set-up File, the Loan Periodic Update File, the Operating Statement Analysis
Report and the Property File.

                  (d) The Seller shall be responsible for all reasonable costs
and expenses associated with recording and/or filing any and all assignments and
other instruments of transfer to the Purchaser with respect to the Mortgage
Loans that are required to be recorded or filed, as the case may be, under the
Pooling and Servicing Agreement; provided that the Seller shall not be
responsible for actually recording or filing any such assignments or other
instruments of transfer. If any such assignment or other instrument of transfer
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, and the Seller receives notice to such effect from the Purchaser
or its designee, then the Seller shall prepare or cause the preparation of a
substitute therefor or cure such defect, as the case may be. The Seller shall
provide the Purchaser or its designee with a power of attorney to enable it or
them to record any loan documents that the Purchaser has been unable to record.

                  (e) Under generally accepted accounting principles ("GAAP")
and for federal income tax purposes, the Seller shall report its transfer of the
Mortgage Loans to the Purchaser, as provided herein, as a sale of those assets
to the Purchaser in exchange for the consideration specified in Section 1
hereof. In connection with the foregoing, the Seller shall cause all of its
records to reflect such transfer as a sale (as opposed to a secured loan) and to
reflect that the Mortgage Loans are no longer property of the Seller.

                  (f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.

                  SECTION 3. Examination of Mortgage Loan Files and Due
Diligence Review.

                  The Seller shall reasonably cooperate with any examination of
the Mortgage Files for, and any other documents and records relating to, the
Mortgage Loans, that may be undertaken by or on behalf of the Purchaser. The
fact that the Purchaser has conducted or has failed to conduct any partial or
complete examination of any of the Mortgage Files for, and/or any of such other
documents and records relating to, the Mortgage Loans, shall not affect the
Purchaser's right to pursue any remedy available in equity or at law for a
breach of the Seller's representations and warranties made pursuant to Section
4, except as such remedies are otherwise limited by the terms of this Agreement.

                  SECTION 4. Representations, Warranties and Covenants of the
Seller.

                  (a) The Seller hereby makes, as of the Closing Date, to and
for the benefit of the Purchaser, each of the representations and warranties set
forth in Exhibit B.


                                     M-1-5
<PAGE>   436
                  (b) The Seller hereby makes, as of the Closing Date (or as of
such other date specifically provided in the particular representation or
warranty) to and for the benefit of the Purchaser, each of the representations
and warranties set forth in Exhibit C.

                  (c) It is understood and agreed that the representations and
warranties set forth in this Section 4 shall survive delivery of the respective
Mortgage Files to the Purchaser or its designee and shall inure to the benefit
of the Purchaser for so long as any of the Mortgage Loans remains outstanding,
notwithstanding any restrictive or qualified endorsement or assignment.

                  SECTION 4A. Representations, Warranties and Covenants of
Purchaser.

         The Purchaser hereby represents and warrants, as of the Closing Date,
that:

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

                  (b) The Purchaser 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.

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

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

                  (e) The Purchaser 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 Purchaser's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Purchaser to perform its
obligations under this Agreement or the financial condition of the Purchaser.

                  (f) No litigation is pending or, to the best of the
Purchaser's knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good faith
and reasonable judgment, is likely to materially and


                                      M-1-6
<PAGE>   437
adversely affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Seller.

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

SECTION 5.        Notice of Breach; Cure, Repurchase and Substitution.

                  (a) Within 90 days of the earlier of discovery or receipt of
notice by the Seller that there has been a Material Breach or a Material
Document Defect, the Seller shall, subject to subsection (b) below, (i) cure
such Material Breach or Material Document Defect, as the case may be, in all
material respects or (ii) repurchase each affected Mortgage Loan (each, a
"Defective Mortgage Loan") at the related Purchase Price provided for in the
Pooling and Servicing Agreement, which Purchase Price shall be deposited or
delivered in accordance with the directions of the Purchaser; provided that if
(i) any such Material Breach or Material Document Defect, as the case may be,
does not affect whether the Defective Mortgage Loan was, is or will continue to
be, a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code
(a "Qualified Mortgage"), (ii) such Material Breach or Material Document Defect,
as the case may be, is capable of being cured but not within such 90-day period,
(iii) the Seller has commenced and is diligently proceeding with the cure of
such Material Breach or Material Document Defect, as the case may be, within
such 90-day period, and (iv) the Seller shall have delivered to the Purchaser a
certification executed on behalf of the Seller by an officer thereof setting
forth the reason that such Material Breach or Material Document Defect, as the
case may be, is not capable of being cured within the initial 90-day period and
what actions the Seller is pursuing in connection with the cure thereof and
stating that the Seller anticipates that such Material Breach or Material
Document Defect, as the case may be, will be cured within an additional period
not to exceed 90 more days, then the Seller shall have an additional 90 days to
complete such cure or, failing such, to repurchase the Defective Mortgage Loan.
Any such repurchase of a Defective Mortgage Loan shall be on a whole loan,
servicing released basis (subject to any right of a Designated Sub-Servicer to
continue to sub-service such Defective Mortgage Loan as set forth in the related
Designated Sub-Servicer Agreement). The Seller shall have no obligation to
monitor the Mortgage Loans regarding the existence of a Material Breach or a
Material Document Defect, but if the Seller has actual knowledge of a Material
Breach or Material Document Defect with respect to a Mortgage Loan, it will
notify the Purchaser.

                  If one or more (but not all) of the Mortgage Loans
constituting a Cross-Collateralized Group are to be repurchased by the Seller as
contemplated by this Section 5(a), then, prior to the subject repurchase, the
Purchaser or its designee shall use reasonable efforts, subject to the terms of
the related Mortgage Loans, to prepare and, to the extent necessary and
appropriate, have executed by the related Borrower and record, such
documentation as may be necessary to terminate the cross-collateralization
between the Mortgage Loans in such Cross-Collateralized Group that are to be
repurchased, on the one hand, and the remaining Mortgage Loans therein, on the
other hand, such that those two groups of Mortgage Loans are each secured only
by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly


                                     M-1-7
<PAGE>   438
corresponding thereto; provided that no such termination shall be effected
unless and until the Purchaser and its servicing agent has received from the
Seller: (i) an Opinion of Counsel to the effect that such termination will not
cause an Adverse REMIC Event to occur with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool and (ii)
written confirmation from each Rating Agency that such termination will not
cause an Adverse Rating Event to occur with respect to any Class of Rated
Certificates; and provided, further, that the Seller may, at its option,
purchase the entire subject Cross-Collateralized Group in lieu of terminating
the cross-collateralization. All costs and expenses incurred by the Purchaser or
its designee pursuant to this paragraph shall be included in the calculation of
Purchase Price for the Mortgage Loan(s) to be repurchased. If the
cross-collateralization of any Cross-Collateralized Group cannot be terminated
as contemplated by this paragraph, then, for purposes of (i) determining whether
any Breach or Document Defect is a Material Breach or Material Document Defect,
as the case may be, and (ii) the application of remedies, such
Cross-Collateralized Group shall be treated as a single Mortgage Loan.

                  If any Defective Mortgage Loan is to be repurchased as
contemplated by this Section 5(a), the Seller shall amend the Mortgage Loan
Schedule to reflect the removal of the Defective Mortgage Loan and shall forward
such amended schedule to the Purchaser.

                  It is understood and agreed that the obligations of the Seller
set forth in this Section 5(a) to cure a Material Breach or a Material Document
Defect or repurchase the related Defective Mortgage Loan(s), constitute the sole
remedies available to the Purchaser with respect to a Breach or Document Defect.

                  (b) It shall be a condition to any repurchase of a Defective
Mortgage Loan by the Seller pursuant to Section 5(a) that (i) the Purchaser
shall have executed and delivered such instruments of transfer or assignment
then presented to it by the Seller, in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Defective Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto), to the extent that such
ownership interest was transferred to the Purchaser hereunder and (ii) the
Purchaser or its assignee shall release or cause the release to the Seller or
its designee of the Mortgage File, any Additional Collateral, all insurance
policies and proceeds thereunder, the Servicing File and any Escrow Payments
and/or Reserve Funds held by or on behalf of the Purchaser (or its assignee)
with respect to such Mortgage Loan.

                  SECTION 6. Closing.

                  (a) The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley & Austin, 875 Third Avenue,
New York, New York 10022 at 10:00 a.m., New York City time, on the Closing Date.

                  (b) The Closing shall be subject to each of the following
conditions:

                  (a) All of the representations and warranties of the Seller
         made pursuant to Section 4 of this Agreement shall be true and correct
         in all material respects as of the Closing Date or such other date as
         specified in Exhibit C;


                                      M-1-8
<PAGE>   439
                  (b) All documents specified in Section 7 of this Agreement
         (the "Closing Documents"), in such forms as are reasonably acceptable
         to the Purchaser and, in the case of the Pooling and Servicing
         Agreement (insofar as it affects the obligations of the Seller
         hereunder), to the Seller, shall be duly executed and delivered by all
         signatories as required pursuant to the respective terms thereof;

                  (c) The Seller shall have delivered and released to the
         Purchaser or its designee, all documents and funds required to be so
         delivered pursuant to Section 2 of this Agreement;

                  (d) All other terms and conditions of this Agreement required
         to be complied with by the Seller and the Purchaser, including, without
         limitation, in the case of the Purchaser, payment of the purchase
         price, on or before the Closing Date shall have been complied with, and
         the Seller shall have the ability to comply with all terms and
         conditions and perform all duties and obligations required to be
         complied with or performed after the Closing Date;

                  (e) The Seller shall have paid all fees, costs and expenses
         payable by it to the Purchaser or otherwise pursuant to this Agreement;
         and

                  (f) Neither the Underwriting Agreement nor the Certificate
         Purchase Agreement shall have been terminated in accordance with its
         terms.

                  (c) Both parties agree to use their best efforts to perform
their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.

                  SECTION 7. Closing Documents.

                  The Closing Documents shall consist of the following:

                  (a) this Agreement duly executed and delivered by the
Purchaser and the Seller;

                  (b) the Indemnification Agreement duly executed and delivered
by the Seller, the Purchaser and each of SSBI, Greenwich Capital, Chase,
Deutsche Bank, J.P. Morgan and ABN AMRO;

                  (c) the Pooling and Servicing Agreement duly executed and
delivered by SBMS VII, the Master Servicer, the Special Servicer and the
Trustee;

                  (d) an Officer's Certificate substantially in the form of
Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the
Seller, in his or her individual capacity, and dated the Closing Date, and upon
which the Purchaser, SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan,
ABN AMRO and the Rating Agencies (collectively, the "Interested Parties") may
rely, attaching thereto as exhibits the organizational documents of the Seller,
as in full force and effect on the date hereof, and the Resolutions described in
clause(g) below;


                                      M-1-9
<PAGE>   440
                  (e) a certificate of good standing with respect to the Seller
issued by the Secretary of State of the State of New York dated not earlier than
10 days prior to the Closing Date;

                  (f) a certificate of the Seller substantially in the form of
Exhibit D-2 hereto, executed by an executive officer or authorized signatory of
the Seller and dated the Closing Date, and upon which the Interested Parties may
rely;

                  (g) resolutions of the Seller authorizing the transactions
contemplated by this Agreement, which resolutions will be in full force and
effect, and will not have been rescinded, as of the Closing Date;

                  (h) a written opinion of counsel for the Seller, which may be
delivered by in-house counsel, substantially in the form of Exhibit D-3A hereto
(with any modifications required by any Rating Agency, and subject to such
reasonable assumptions, qualifications and limitations as may be requested by
counsel for the Seller and acceptable to counsel for the Purchaser), dated the
Closing Date and addressed to the Purchaser, each of the other parties to the
Pooling and Servicing Agreement and each of the other Interested Parties;

                  (i) a written opinion of Sidley & Austin, as special counsel
for the Seller, substantially in the form of Exhibit D-3B hereto (with any
modifications required by any Rating Agency, and subject to such reasonable
assumptions, qualifications and limitations as may be requested by counsel for
the Seller and acceptable to counsel for the Purchaser), dated the Closing Date
and addressed to the Purchaser, each of the other parties to the Pooling and
Servicing Agreement and each of the other Interested Parties;

                  (j) such other written opinions as may be required by either
Rating Agency (including, without limitation, a favorable opinion as to the
"true sale" characterization of the transfer of the Mortgage Loans contemplated
by this Agreement);

                  (k) a written letter of Sidley & Austin, as special counsel to
the Seller, substantially in the Form of Exhibit D-3C, relating to the
disclosure in the Prospectus regarding the Mortgage Loans and SBRC, dated the
Closing Date and addressed to the Purchaser and each of the other Interested
Parties (except for the Rating Agencies);

                  (l) one or more accountants' comfort letters, addressed, and
in form and substance reasonably acceptable, to SSBI, Greenwich Capital, Chase,
Deutsche Bank, J.P. Morgan and ABN AMRO, relating to the information regarding
the Mortgage Loans contained in the Prospectus and Memorandum that is of a
statistical nature; and

                  SECTION 8. Costs.

                  Any costs and expenses incurred by either party hereto in
connection with the transactions contemplated hereunder shall be borne by the
parties in accordance with the terms of that certain Term Sheet, dated October
20, 2000 (the "Term Sheet"), between the Seller, Greenwich Capital Financial
Products, Inc., LaSalle Bank National Association and Artesia Mortgage Capital
Corporation.


                                     M-1-10
<PAGE>   441
                  SECTION 9. Notices.

                  All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to the Purchaser at 388 Greenwich Street, New
York, New York 10013, attention: Angela Hutzel, facsimile no.: 212-816-8307, or
to such other address or facsimile number as may hereafter be furnished to the
Seller in writing by the Purchaser; and, if to the Seller, addressed to the
Seller at 388 Greenwich Street, New York, New York 10013, attention: Angela
Hutzel, facsimile no.: 212-816-8307, or to such other address or facsimile
number as may hereafter be furnished to the Purchaser in writing by the Seller.

                  SECTION 10. Characterization.

                  The parties hereto agree that it is their express intent that
the conveyance contemplated by this Agreement be, and be treated for all
purposes as, a sale by the Seller of all the Seller's right, title and interest
in and to the Mortgage Loans. The parties hereto further agree that it is not
their intention that such conveyance be deemed a pledge of the Mortgage Loans by
the Seller to secure a debt or other obligation of the Seller. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Loans are
held to continue to be property of the Seller, then: (a) this Agreement shall be
deemed to be a security agreement under applicable law; (b) the transfer of the
Mortgage Loans provided for herein shall be deemed to be a grant by the Seller
to the Purchaser of a first priority security interest in all of the Seller's
right, title and interest in and to the Mortgage Loans and all amounts payable
to the holder(s) of those assets in accordance with the terms thereof (other
than scheduled payments of interest and principal due on or before the Cut-off
Date) and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property; (c) the
assignment by SBMS VII to the Trustee of its interests in the Mortgage Loans as
contemplated by Section 16 hereof shall be deemed to be an assignment of any
security interest created hereunder; (d) the possession by the Purchaser or any
successor thereto of the related Mortgage Notes and such other items of property
as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction; and
(e) notifications to, and acknowledgments, receipts or confirmations from,
persons or entities holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser or any successor thereto for
the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement.


                                     M-1-11
<PAGE>   442
                  SECTION 11. Representations, Warranties and Agreements to
Survive Delivery.

                  All representations, warranties and agreements contained in
this Agreement, incorporated herein by reference or contained in the
certificates of officers of the Seller submitted pursuant hereto, shall remain
operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Seller to the Purchaser.

                  SECTION 12. Severability of Provisions.

                  Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or which is held to be void or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

                  SECTION 13. Counterparts.

                  This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

                  SECTION 14. GOVERNING LAW.

                  THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
LAWS AND DECISIONS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES). THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

                  SECTION 15. Further Assurances.

                  The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.

                  SECTION 16. Successors and Assigns.

                  The rights and obligations of the Seller under this Agreement
shall not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person


                                     M-1-12
<PAGE>   443
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. In connection with its transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto, SBMS VII is
expressly authorized to assign it rights and obligations under this Agreement,
in whole or in part, to the Trustee for the benefit of the registered holders
and beneficial owners of the Certificates. To the extent of any such assignment,
the Trustee (including acting through the Master Servicer and Special Servicer
pursuant to the terms of the Pooling and Servicing Agreement), for the benefit
of the registered holders and beneficial owners of the Certificates, shall be
the Purchaser hereunder. In connection with the transfer of any Mortgage Loan by
the Trust as contemplated by the terms of the Pooling and Servicing Agreement,
the Trustee, for the benefit of the registered holders and beneficial owners of
the Certificates, is expressly authorized to assign its rights and obligations
under this Agreement, in whole or in part, to the transferee of such Mortgage
Loan. To the extent of any such assignment, such transferee shall be the
Purchaser hereunder (but solely with respect to such Mortgage Loan that was
transferred to it). Subject to the foregoing, this Agreement shall bind and
inure to the benefit of and be enforceable by the Seller and the Purchaser, and
their respective successors and permitted assigns.

                  SECTION 17. Amendments.

                  (a) No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a duly
authorized officer of the party against whom such waiver or modification is
sought to be enforced.

                  (b) Notwithstanding any contrary provision of this Agreement
or the Pooling and Servicing Agreement, no amendment of the Pooling and
Servicing Agreement executed after the Closing Date that increases the
obligations of or otherwise adversely affects the Seller, shall be effective
against the Seller.

                  SECTION 18. Entire Agreement.

                  Except as otherwise expressly contemplated hereby, this
Agreement constitutes the entire agreement and understanding of the parties with
respect to the matters addressed herein, and this Agreement supersedes any prior
agreements and/or understandings, written or oral, with respect to such matters.


                            [SIGNATURE PAGE FOLLOWS]


                                     M-1-13
<PAGE>   444
         IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.


                                                 SALOMON BROTHERS REALTY CORP.



                                                 By:____________________________
                                                     Name:
                                                     Title:


                                                 SALOMON BROTHERS MORTGAGE
                                                 SECURITIES VII, INC.



                                                 By:____________________________
                                                     Name:
                                                     Title:


                                     M-1-14
<PAGE>   445
                                    EXHIBIT A


                             MORTGAGE LOAN SCHEDULE

                             [See Attached Schedule]


                                     M-1-15
<PAGE>   446

<TABLE>
<CAPTION>
                                       Loan /
   Control       Loan       Origi-     Property             Property                                         Zip     Property
    Number      Number      nator      Name                 Address              City            State       Code       Size
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>        <C>                  <C>                 <C>              <C>        <C>      <C>
     101        6605225     SBRC       One                  440 South           Chicago            IL       60605    1,019,325
                                       Financial            LaSalle
                                       Place                Street
     106        6603559     SBRC       149 New              149 New             San Francisco      CA       94105       79,750
                                       Montgomery           Montgomery
                                       Street               Street
     113        6603432     SBRC       Seatac Village       1800 S. 320th       Federal Way        WA       98003      164,326
                                       Shopping             Street
                                       Center
     117        6604370     SBRC       Amerix Building      8930 Stanford       Columbia           MD       21045      154,400
                                                            Boulevard
     118        6604594     SBRC       85 Devonshire        83-89               Boston             MA       02109       91,283
                                       Street/258-262       Devonshire
                                       Washington           Street;
                                       Street               258-260
                                                            Washington
                                                            Street;
                                                            262-268
                                                            Washington
                                                            Street
     119        6602060     SBRC       Centro De            State Road          Catano             PR       00919      326,014
                                       Distribucion         No. 869,
                                       del Norte            Palmas Ward
     126        6603313     SBRC       US Storage           23711               Torrance           CA       90505       92,925
                                       Centers              Crenshaw
                                                            Boulevard
     131        6604816     SBRC       601-609              601 - 609           San Francisco      CA       94105       44,870
                                       Mission Street       Mission Street
     145        6603550     SBRC       Arlington            8655                Riverside          CA       92503          176
                                       Heights              Arlington
                                       Apartments           Avenue
     149        6604949     SBRC       Villa de             5055 East           Las Vegas          NV       89104          160
                                       Mission East         Charleston
                                                            Boulevard
     156        6605190     SBRC       Town Green at        101 Old             Wilton             CT       06897       34,410
                                       Wilton Center        Ridgefield
                                                            Road and 15
                                                            Hubbard Road
     158        6603687     SBRC       Tivoli Gardens       1010 East           Arlington          TX       76014          200
                                       Apartments           Arkansas Lane
     159        6603102     SBRC       155 Washington       155                 Albany             NY       12210       67,768
                                       Ave                  Washington
                                                            Avenue
     160        6605043     SBRC       370 Convention       370                 Redwood City       CA       94063       21,000
                                       Way                  Convention Way
     163        6604565     SBRC       Franklinton          3364-3382 US        Franklinton        NC       27525       65,366
                                       Square               Highway 1
                                       Shopping Center
     169        6603484     SBRC       The Cascades         1515 East           Ocala              FL       34470       86,951
                                                            Silver
                                                            Springs
                                                            Boulevard
     193        6604021     SBRC       K-Mart               2460 Mission        Salem              OR       97302      116,866
                                       Shopping             Street SE
                                       Center - Salem
     205        6604917     SBRC       K-Mart               4600 South          Murray             UT       84117      106,880
                                       Shopping Center -    900 East
                                       Salt Lake City       Street

     207        6605277     SBRC       Broadway Plaza       30 East 300         Salt Lake          UT       84111       23,440
                                       Building             South               City
     208        6605130     SBRC       225 Long Avenue      225 Long            Hillside           NJ       07205      157,000
                                                            Avenue
     229        6605203     SBRC       Mini-City Self       6321 Spencer        Pasadena           TX       77505       91,521
                                       Storage              Highway
</TABLE>

<TABLE>
<CAPTION>
                                                                                            Cross
                                                                                           Collater-
                                                                                            alized
                                                                          Cross            Mortgage
                                       Loan /                 Property   Collater-        Loan Group
   Control       Loan       Origi-     Property               Size Unit   alized          Aggregate      Ownership         Original
    Number      Number      nator      Name                     Type     (Mortgage         Cut-Off       Interest          Balance
                                                                         Loan Group)     Date Balance
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>        <C>                    <C>        <C>             <C>             <C>             <C>
     101        6605225     SBRC       One                       SF         No            119,577,993    Fee Simple      120,000,000
                                       Financial
                                       Place
     106        6603559     SBRC       149 New                   SF         No            18,809,602     Fee Simple       18,900,000
                                       Montgomery
                                       Street
     113        6603432     SBRC       Seatac Village            SF         No            16,087,967     Fee Simple       16,250,000
                                       Shopping
                                       Center
     117        6604370     SBRC       Amerix Building           SF         No            14,401,991     Fee Simple       14,500,000

     118        6604594     SBRC       85 Devonshire             SF         No            13,650,000     Fee Simple       13,650,000
                                       Street/258-262
                                       Washington
                                       Street





     119        6602060     SBRC       Centro De                 SF         No            11,197,298     Fee Simple       11,500,000
                                       Distribucion
                                       del Norte
     126        6603313     SBRC       US Storage                SF         No            8,365,375      Fee Simple       8,500,000
                                       Centers

     131        6604816     SBRC       601-609                   SF         No            7,372,989      Fee Simple       7,400,000
                                       Mission Street
     145        6603550     SBRC       Arlington                 Units      No            5,541,084      Fee Simple       5,600,000
                                       Heights
                                       Apartments
     149        6604949     SBRC       Villa de                  Units      No            5,178,496      Fee Simple       5,200,000
                                       Mission East

     156        6605190     SBRC       Town Green at             SF         No            4,907,937      Leasehold        4,920,000
                                       Wilton Center


     158        6603687     SBRC       Tivoli Gardens            Units      No            4,369,641      Fee Simple       4,400,000
                                       Apartments
     159        6603102     SBRC       155 Washington            SF         No            4,342,309      Fee Simple       4,400,000
                                       Ave

     160        6605043     SBRC       370 Convention            SF         No            4,270,597      Fee Simple       4,281,000
                                       Way
     163        6604565     SBRC       Franklinton               SF         No            4,183,600      Fee Simple       4,200,000
                                       Square
                                       Shopping Center
     169        6603484     SBRC       The Cascades              SF         No            3,963,920      Fee Simple       4,000,000



     193        6604021     SBRC       K-Mart                    SF         No            2,791,494      Fee Simple       2,816,000
                                       Shopping
                                       Center - Salem
     205        6604917     SBRC       K-Mart                    SF         No            2,423,568      Fee Simple       2,445,000
                                       Shopping Center -
                                       Salt Lake City

     207        6605277     SBRC       Broadway Plaza            SF         No            2,394,274      Fee Simple       2,400,000
                                       Building
     208        6605130     SBRC       225 Long Avenue           SF         No            2,391,798      Fee Simple       2,400,000

     229        6605203     SBRC       Mini-City Self            SF         No            1,664,339      Fee Simple       1,670,000
                                       Storage
</TABLE>

<TABLE>
<CAPTION>
                                       Loan /                                     Interest
   Control       Loan       Origi-     Property             Mortgage    Rate       Accrual       Loan            Note     Control
    Number      Number      nator      Name                    Rate     Type       Method        Type            Date      Number

------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>        <C>                  <C>       <C>        <C>             <C>           <C>        <C>
     101        6605225     SBRC       One                   7.8900%    Fixed    Actual/360      ARD           05/02/00      101
                                       Financial
                                       Place
     106        6603559     SBRC       149 New               8.8800%    Fixed    Actual/360      Balloon       01/14/00      106
                                       Montgomery
                                       Street
     113        6603432     SBRC       Seatac Village        7.5600%    Fixed    Actual/360      ARD           08/24/99      113
                                       Shopping
                                       Center
     117        6604370     SBRC       Amerix Building       8.6600%    Fixed    Actual/360      Balloon       03/02/00      117

     118        6604594     SBRC       85 Devonshire         8.8200%    Fixed    Actual/360      Balloon       03/10/00      118
                                       Street/258-262
                                       Washington
                                       Street





     119        6602060     SBRC       Centro De             8.5400%    Fixed    Actual/360      Balloon       06/15/99      119
                                       Distribucion
                                       del Norte
     126        6603313     SBRC       US Storage            8.2900%    Fixed    Actual/360      Balloon       06/29/99      126
                                       Centers

     131        6604816     SBRC       601-609               8.2200%    Fixed    Actual/360      Balloon       04/28/00      131
                                       Mission Street
     145        6603550     SBRC       Arlington             7.5700%    Fixed    Actual/360      Balloon       07/26/99      145
                                       Heights
                                       Apartments
     149        6604949     SBRC       Villa de              7.7700%    Fixed    Actual/360      Balloon       04/13/00      149
                                       Mission East

     156        6605190     SBRC       Town Green at         8.3600%    Fixed    Actual/360      Balloon       06/14/00      156
                                       Wilton Center


     158        6603687     SBRC       Tivoli Gardens        8.0400%    Fixed    Actual/360      Balloon       11/19/99      158
                                       Apartments
     159        6603102     SBRC       155 Washington        8.2500%    Fixed    Actual/360      Balloon       09/24/99      159
                                       Ave

     160        6605043     SBRC       370 Convention        9.1900%    Fixed    Actual/360      Balloon       05/30/00      160
                                       Way
     163        6604565     SBRC       Franklinton           7.9800%    Fixed    Actual/360      Balloon       04/11/00      163
                                       Square
                                       Shopping Center
     169        6603484     SBRC       The Cascades          7.9600%    Fixed    Actual/360      Balloon       08/30/99      169



     193        6604021     SBRC       K-Mart                8.7500%    Fixed    Actual/360      Balloon       05/10/00      193
                                       Shopping
                                       Center - Salem
     205        6604917     SBRC       K-Mart                8.7000%    Fixed    Actual/360      Full          05/10/00      205
                                       Shopping Center -                                         Amort
                                       Salt Lake City

     207        6605277     SBRC       Broadway Plaza        8.4510%    Fixed    Actual/360      Balloon       06/30/00      207
                                       Building
     208        6605130     SBRC       225 Long Avenue       8.5300%    Fixed    Actual/360      Balloon       07/21/00      208

     229        6605203     SBRC       Mini-City Self        8.5700%    Fixed    Actual/360      Balloon       07/21/00      229
                                       Storage
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                       Original
                                                                                                         Monthly        Term to
                                       Loan /                               Antici-     Scheduled         Debt         Maturity /
   Control       Loan       Origi-     Property                Loan          pated      Maturity         Service          ARD
    Number      Number      nator      Name                   Number       Repayment      Date           Payment        (months)
                                                                             Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>        <C>                    <C>          <C>          <C>             <C>            <C>
     101        6605225     SBRC       One                    6605225       06/01/10    06/01/30        871,332.98        120
                                       Financial
                                       Place
     106        6603559     SBRC       149 New                6603559       NAP         02/01/10        150,444.64        120
                                       Montgomery
                                       Street
     113        6603432     SBRC       Seatac Village         6603432       09/01/09    09/01/29        114,290.74        120
                                       Shopping
                                       Center
     117        6604370     SBRC       Amerix Building        6604370       NAP         04/01/10        118,325.48        120

     118        6604594     SBRC       85 Devonshire          6604594       NAP         04/01/05        108,067.76(a)      60
                                       Street/258-262
                                       Washington
                                       Street





     119        6602060     SBRC       Centro De              6602060       NAP         07/01/09        100,091.00        120
                                       Distribucion
                                       del Norte
     126        6603313     SBRC       US Storage             6603313       NAP         07/01/09         67,245.62        120
                                       Centers

     131        6604816     SBRC       601-609                6604816       NAP         05/01/10         55,437.74        120
                                       Mission Street
     145        6603550     SBRC       Arlington              6603550       NAP         08/01/09         39,424.78        120
                                       Heights
                                       Apartments
     149        6604949     SBRC       Villa de               6604949       NAP         05/01/10         37,325.33        120
                                       Mission East

     156        6605190     SBRC       Town Green at          6605190       NAP         07/01/10         37,343.47        120
                                       Wilton Center


     158        6603687     SBRC       Tivoli Gardens         6603687       NAP         12/01/09         32,408.42        120
                                       Apartments
     159        6603102     SBRC       155 Washington         6603102       NAP         10/01/09         34,691.81        120
                                       Ave

     160        6605043     SBRC       370 Convention         6605043       NAP         06/01/07         35,032.75         84
                                       Way
     163        6604565     SBRC       Franklinton            6604565       NAP         05/01/10         30,759.57        120
                                       Square
                                       Shopping Center
     169        6603484     SBRC       The Cascades           6603484       NAP         09/01/09         29,239.12        120



     193        6604021     SBRC       K-Mart                 6604021       NAP         06/01/10         24,885.29        120
                                       Shopping
                                       Center - Salem
     205        6604917     SBRC       K-Mart                 6604917       NAP         06/01/20         21,528.79        240
                                       Shopping Center -
                                       Salt Lake City

     207        6605277     SBRC       Broadway Plaza         6605277       NAP         07/01/10         18,370.64        120
                                       Building
     208        6605130     SBRC       225 Long Avenue        6605130       NAP         08/01/10         19,373.99        120

     229        6605203     SBRC       Mini-City Self         6605203       NAP         08/01/10         13,526.16        120
                                       Storage
</TABLE>

<TABLE>
<CAPTION>
                                                             Stated                              Stated
                                                            Original               Remaining   Remaining
                                                             Amort-                 Term to      Amort-
                                       Loan /                ization               Maturity /   ization           Cut-off
   Control       Loan       Origi-     Property                Term     Seasoning      ARD        Term              Date
    Number      Number      nator      Name                  (months)    (months)   (months)    (months)          Balance
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>        <C>                   <C>        <C>        <C>         <C>             <C>
     101        6605225     SBRC       One                     360          6          114         354         119,577,992.90
                                       Financial
                                       Place
     106        6603559     SBRC       149 New                 360          10         110         350          18,809,602.27
                                       Montgomery
                                       Street
     113        6603432     SBRC       Seatac Village          360          15         105         345          16,087,967.31
                                       Shopping
                                       Center
     117        6604370     SBRC       Amerix Building         300          8          112         292          14,401,990.84

     118        6604594     SBRC       85 Devonshire           360          8          52          360          13,650,000.00
                                       Street/258-262
                                       Washington
                                       Street





     119        6602060     SBRC       Centro De               240          17         103         223          11,197,297.78
                                       Distribucion
                                       del Norte
     126        6603313     SBRC       US Storage              300          17         103         283          8,365,375.11
                                       Centers

     131        6604816     SBRC       601-609                 360          7          113         353          7,372,988.89
                                       Mission Street
     145        6603550     SBRC       Arlington               360          16         104         344          5,541,084.10
                                       Heights
                                       Apartments
     149        6604949     SBRC       Villa de                360          7          113         353          5,178,495.88
                                       Mission East

     156        6605190     SBRC       Town Green at           360          5          115         355          4,907,937.15
                                       Wilton Center


     158        6603687     SBRC       Tivoli Gardens          360          12         108         348          4,369,641.03
                                       Apartments
     159        6603102     SBRC       155 Washington          300          14         106         286          4,342,309.01
                                       Ave

     160        6605043     SBRC       370 Convention          360          6          78          354          4,270,597.44
                                       Way
     163        6604565     SBRC       Franklinton             360          7          113         353          4,183,599.97
                                       Square
                                       Shopping Center
     169        6603484     SBRC       The Cascades            360          15         105         345          3,963,919.71



     193        6604021     SBRC       K-Mart                  240          6          114         234          2,791,494.14
                                       Shopping
                                       Center - Salem
     205        6604917     SBRC       K-Mart                  240          6          234         234          2,423,568.25
                                       Shopping Center -
                                       Salt Lake City

     207        6605277     SBRC       Broadway Plaza          360          5          115         355          2,394,273.84
                                       Building
     208        6605130     SBRC       225 Long Avenue         300          4          116         296          2,391,797.50

     229        6605203     SBRC       Mini-City Self          300          4          116         296          1,664,338.67
                                       Storage
</TABLE>

<TABLE>
<CAPTION>

                                                                                                                              Yield
                                                                                                                            Mainten-
                                                                     Loan                                       Yield         ance
                                       Loan /                     Balance at          Defease   Defease      Maintenance     Period
   Control       Loan       Origi-     Property                    Maturity            Start      End          Period         End
    Number      Number      nator      Name                         / ARD               Date      Date       Start Date       Date
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>        <C>                      <C>                  <C>        <C>          <C>            <C>
     101        6605225     SBRC       One                      107,023,577.63       01/01/03    03/31/10       NAP           NAP
                                       Financial
                                       Place
     106        6603559     SBRC       149 New                   17,241,569.01       01/01/03    12/31/09       NAP           NAP
                                       Montgomery
                                       Street
     113        6603432     SBRC       Seatac Village            14,379,170.94       01/01/03    07/31/09       NAP           NAP
                                       Shopping
                                       Center
     117        6604370     SBRC       Amerix Building           12,174,183.42       01/01/03    01/31/10       NAP           NAP

     118        6604594     SBRC       85 Devonshire             13,393,160.23       01/01/03    12/31/04       NAP           NAP
                                       Street/258-262
                                       Washington
                                       Street





     119        6602060     SBRC       Centro De                 8,267,091.48        01/01/03    04/30/09       NAP           NAP
                                       Distribucion
                                       del Norte
     126        6603313     SBRC       US Storage                7,068,356.30        01/01/03    03/31/09       NAP           NAP
                                       Centers

     131        6604816     SBRC       601-609                   6,652,916.02        01/01/03    02/28/10       NAP           NAP
                                       Mission Street
     145        6603550     SBRC       Arlington                 4,957,351.70        01/01/03    05/31/09       NAP           NAP
                                       Heights
                                       Apartments
     149        6604949     SBRC       Villa de                  4,625,029.92        01/01/03    02/28/10       NAP           NAP
                                       Mission East

     156        6605190     SBRC       Town Green at             4,437,450.57        01/01/03    04/30/10       NAP           NAP
                                       Wilton Center


     158        6603687     SBRC       Tivoli Gardens            3,939,681.02        01/01/03    09/30/09       NAP           NAP
                                       Apartments
     159        6603102     SBRC       155 Washington            3,653,778.88        01/01/03    07/31/09       NAP           NAP
                                       Ave

     160        6605043     SBRC       370 Convention            4,071,564.28        01/01/03    03/31/07       NAP           NAP
                                       Way
     163        6604565     SBRC       Franklinton               3,754,628.03        01/01/03    02/28/10       NAP           NAP
                                       Square
                                       Shopping Center
     169        6603484     SBRC       The Cascades              3,574,308.22        01/01/03    06/30/09       NAP           NAP



     193        6604021     SBRC       K-Mart                    2,036,820.22        01/01/03    03/31/10       NAP           NAP
                                       Shopping
                                       Center - Salem
     205        6604917     SBRC       K-Mart                      128,965.76        01/01/03    03/31/20       NAP           NAP
                                       Shopping Center -
                                       Salt Lake City

     207        6605277     SBRC       Broadway Plaza            2,169,121.33        01/01/03    04/30/10       NAP           NAP
                                       Building
     208        6605130     SBRC       225 Long Avenue           2,007,631.81        01/01/03    06/30/10       NAP           NAP

     229        6605203     SBRC       Mini-City Self            1,398,516.89        01/01/03    05/31/10       NAP           NAP
                                       Storage
</TABLE>

<TABLE>
<CAPTION>
                                                                Prepay-     Prepay-
                                                                 ment         ment       Yield           Yield          Master
                                       Loan /                   Penalty     Penalty   Maintenance     Maintenance     Servicing
   Control       Loan       Origi-     Property                  Start        End     Calculation       Interest         Fee
    Number      Number      nator      Name                      Date         Date       Method           Rate           Rate
-------------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>        <C>                      <C>         <C>       <C>             <C>             <C>
     101        6605225     SBRC       One                        NAP         NAP          NAP             NAP          0.0200%
                                       Financial
                                       Place
     106        6603559     SBRC       149 New                    NAP         NAP          NAP             NAP          0.0200%
                                       Montgomery
                                       Street
     113        6603432     SBRC       Seatac Village             NAP         NAP          NAP             NAP          0.0200%
                                       Shopping
                                       Center
     117        6604370     SBRC       Amerix Building            NAP         NAP          NAP             NAP          0.0200%

     118        6604594     SBRC       85 Devonshire              NAP         NAP          NAP             NAP          0.0200%
                                       Street/258-262
                                       Washington
                                       Street





     119        6602060     SBRC       Centro De                  NAP         NAP          NAP             NAP          0.0200%
                                       Distribucion
                                       del Norte
     126        6603313     SBRC       US Storage                 NAP         NAP          NAP             NAP          0.0200%
                                       Centers

     131        6604816     SBRC       601-609                    NAP         NAP          NAP             NAP          0.0200%
                                       Mission Street
     145        6603550     SBRC       Arlington                  NAP         NAP          NAP             NAP          0.0200%
                                       Heights
                                       Apartments
     149        6604949     SBRC       Villa de                   NAP         NAP          NAP             NAP          0.0200%
                                       Mission East

     156        6605190     SBRC       Town Green at              NAP         NAP          NAP             NAP          0.0200%
                                       Wilton Center


     158        6603687     SBRC       Tivoli Gardens             NAP         NAP          NAP             NAP          0.0200%
                                       Apartments
     159        6603102     SBRC       155 Washington             NAP         NAP          NAP             NAP          0.0200%
                                       Ave

     160        6605043     SBRC       370 Convention             NAP         NAP          NAP             NAP          0.0200%
                                       Way
     163        6604565     SBRC       Franklinton                NAP         NAP          NAP             NAP          0.0200%
                                       Square
                                       Shopping Center
     169        6603484     SBRC       The Cascades               NAP         NAP          NAP             NAP          0.0200%



     193        6604021     SBRC       K-Mart                     NAP         NAP          NAP             NAP          0.0200%
                                       Shopping
                                       Center - Salem
     205        6604917     SBRC       K-Mart                     NAP         NAP          NAP             NAP          0.0200%
                                       Shopping Center -
                                       Salt Lake City

     207        6605277     SBRC       Broadway Plaza             NAP         NAP          NAP             NAP          0.0200%
                                       Building
     208        6605130     SBRC       225 Long Avenue            NAP         NAP          NAP             NAP          0.0200%

     229        6605203     SBRC       Mini-City Self             NAP         NAP          NAP             NAP          0.0200%
                                       Storage
</TABLE>


                                     M-1-16
<PAGE>   447
                                    EXHIBIT B

                    CORPORATE REPRESENTATIONS AND WARRANTIES

       The Seller hereby represents and warrants, as of the Closing Date, that:

                 (a) The Seller is a duly formed corporation, validly existing
and in good standing under the laws of New York. The principal place of business
and chief executive office of the Seller is located in the State of New York.

                 (b) The Seller 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.

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

                 (d) The execution and delivery of this Agreement by the Seller,
and the performance and compliance with the terms of this Agreement by the
Seller, will not violate the Seller's organizational documents or constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material agreement
or instrument to which it is a party or which is applicable to it or any of its
assets. Attached hereto as Exhibit E are true, correct, and complete copies of
the Seller's organizational documents in effect as of the Closing Date.

                 (e) The Seller 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
Seller's good faith and reasonable judgment, is likely to affect materially and
adversely either the ability of the Seller to perform its obligations under this
Agreement or the financial condition of the Seller.

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

                 (g) No consent, approval, authorization or order of, or filing
or registration with, any state or federal court or governmental agency or body
is required for the consummation

                                     M-1-17
<PAGE>   448
by the Seller of the transactions contemplated herein, except for those
consents, approvals, authorizations and orders that previously have been
obtained and those filings and registrations that previously have been
completed.

                 (h) No proceedings looking toward liquidation, dissolution or
bankruptcy of the Seller are pending or contemplated.

                 (i) The transfer of the Mortgage Loans by the Seller to the
Purchaser, as contemplated herein, is not subject to any bulk transfer or
similar law in effect in any applicable jurisdiction.

                 (j) The Seller is not transferring the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud its present or future
creditors.

                 (k) The Seller will be solvent at all relevant times prior to,
and will not be rendered insolvent by, its transfer of the Mortgage Loans to the
Purchaser, as contemplated herein.

                 (l) After giving effect to its transfer of the Mortgage Loans
to the Purchaser, as provided herein, the value of the Seller's assets, either
taken at their present fair saleable value or at fair valuation, will exceed the
amount of the Seller's debts and obligations, including contingent and
unliquidated debts and obligations of the Seller, and the Seller will not be
left with unreasonably small assets or capital with which to engage in and
conduct its business.

                 (m) The Seller does not intend to, and does not believe that it
will, incur debts or obligations beyond its ability to pay such debts and
obligations as they mature.

                 (n) In connection with, and at the time of, its transfer of the
Mortgage Loans hereunder, the Seller will receive consideration constituting at
least reasonably equivalent value and fair consideration for the assets
transferred.

                 (o) The execution, delivery and performance of this Agreement
by the Seller constitute bona fide and arm's length transactions and are
undertaken in the ordinary course of business of the Seller.

                 (p) Seller is not a party to or bound by a written or oral
agreement granting to any person or entity an option or right of first refusal
or other arrangement to acquire directly or indirectly any of the Mortgage
Loans.


                                     M-1-18
<PAGE>   449
                                    EXHIBIT C

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

                 The Seller (with respect to each Mortgage Loan unless otherwise
indicated) hereby represents and warrants to SBMS VII and its successors and
assigns as provided in this Agreement (subject to the qualifications with
respect to matters of enforceability set forth below in the last paragraph of
this Exhibit C) that as of the date specified below or, if no such date is
specified, as of the date hereof, and as of the Closing Date and subject to the
exceptions disclosed on Schedule C-1 attached hereto:

                 (1) Mortgage Loan Characteristics. The information set forth in
the Mortgage Loan Schedule is true, correct and complete in all material
respects; provided, however, that with respect to the information set forth with
respect to each Mortgage Loan under the captions "Physical Occupancy %,"
"Occupancy As of Date," "1998 NOI," "1999 NOI," "Underwritten NOI,"
"Underwritten Net Cash Flow" and "Underwritten NOI DSCR," the Seller represents
only that such information is a correct and accurate reproduction or derivation,
as adjusted by the Seller in accordance with its customary underwriting
practices and procedures, of the information provided to it by the related
Borrower (or an affiliate or principal thereof) and takes no responsibility for
the accuracy or completeness of any such information provided by the related
Borrower (or such affiliate or principal); provided, further, that the Seller
has no actual knowledge that such information is incorrect, inaccurate or
incomplete following the reasonable and customary due diligence performed by the
Seller in connection with its origination or purchase of the Mortgage Loans.

       (2) Domestic Borrower. The related Borrower is an individual who is a
citizen of, or an entity organized under the laws of, a state of the United
States of America.

       (3) Single-Purpose, Bankruptcy Remote Entity. Each Borrower of a Mortgage
Loan in excess of $25,000,000 is an entity which has represented in connection
with the origination of the Mortgage Loan, and whose organizational documents as
of the date of origination of the Mortgage Loan provide that so long as the
Mortgage Loan is outstanding, it will be a single-purpose entity whose
activities and ability to incur debt are restricted by the applicable Mortgage
or the organizational documents in a manner intended to make the likelihood of
bankruptcy proceedings being commenced by or against such Borrower remote, and
as to which the Borrower has delivered an opinion of counsel concerning
substantive non-consolidation and as to which the Borrower has at least one
independent director. For this purpose, "single-purpose entity" shall mean a
Person, other than an individual, which does not engage in any business
unrelated to the related Mortgaged Property and its financing, does not have any
assets other than those related to its interest in such Mortgaged Property or
its financing, or any indebtedness other than as permitted by the related
Mortgage or the other Mortgage Loan documents, has its own books and records
separate and apart from any other Person and holds itself out as being a legal
entity, separate and apart from any other Person.


                                     M-1-19
<PAGE>   450
       (4) Delivery of Mortgage Loans Documents. The Seller has caused or will
cause to be delivered to the Purchaser (or its designee) within the time period
prescribed in Section 2 each of the documents comprising the Mortgage File for
such Mortgage Loan.

       (5) Payment Current. All payments required to be made with respect to
such Mortgage Loan under the terms of the related Mortgage Note or the related
Mortgage (inclusive of any applicable grace or cure period) up to the Closing
Date have been made. Within the twelve months preceding the Closing Date, there
has not been any delinquency in excess of 30 days with respect to such Mortgage
Loan.

       (6) Equity Participation or Participation Interest. Such Mortgage Loan
contains no equity participation by the Seller and is a whole loan and not a
participation interest. Neither the related Note nor the related Mortgage
provides for negative amortization, unless the Mortgage Loan is an ARD loan, or
any contingent or additional interest in the form of participation in the cash
flow of the related Mortgaged Property. The Seller has no ownership interest in
such Mortgaged Property or the related Borrower other than in such Mortgage Loan
being sold and assigned. Neither the Seller nor any affiliate of the Seller has
any obligation to make any capital contributions to the related Borrower under
the Mortgage or any other related Mortgage Loan document.

       (7) Compliance with Applicable Laws. As of the date of its origination,
such Mortgage Loan either complied with, or was exempt from, applicable federal
or state laws, regulations and other requirements pertaining to usury. To the
best of the Seller's knowledge, as of the date of origination of such Mortgage
Loan, the related originator complied in all material respects with the
requirements of any and all other federal, state or local laws applicable to the
origination, servicing and collection of such Mortgage Loan. No governmental or
regulatory approval or consent is required for the sale of such Mortgage Loan by
the Seller, and the Seller has full right, power and authority to sell such
Mortgage Loan. To the extent necessary to ensure the enforceability of such
Mortgage Loan and the effective sale, transfer and assignment thereof and of the
related Mortgage Note, the originator and/or the Seller and, if applicable, each
subsequent holder of the related Mortgage Note each was qualified and
appropriately licensed to transact business in the jurisdiction in which the
related Mortgaged Property is located at the time such entity had possession of
the related Mortgage Note.

       (8) Proceeds Fully Disbursed. The proceeds of such Mortgage Loan have
been fully disbursed (although certain reserve accounts controlled by the Seller
may have been established as described in Schedule C-2), and there is no
requirement for future advances thereunder.

       (9) Origination Expenses Paid. All costs, fees and expenses incurred in
connection with the origination and closing of such Mortgage Loan, including,
without limitation, recording costs and fees, have been paid to the appropriate
person or arrangements have been made for their payment to the appropriate
person on a timely basis by the related Borrower.

       (10) Documents Valid. Each of the related Mortgage Note, the related
Mortgage and any other related Mortgage Loan document is the legal, valid and
binding obligation of the related Borrower, the related guarantor or other party
executing such document (subject to any

                                     M-1-20
<PAGE>   451
non-recourse or partial recourse provisions contained therein), and is
enforceable in accordance with its terms. There is no valid offset, defense,
counterclaim or right of rescission with respect to such Mortgage Note, Mortgage
or any other Mortgage Loan document, nor will the operation of any of the terms
of such Mortgage Note or Mortgage, or the exercise of any right thereunder,
render either such Mortgage Note or Mortgage unenforceable or subject to any
valid offset, defense, counterclaim or right of rescission, including, without
limitation, the defense of usury, and the Seller has no knowledge that any such
offset, defense, counterclaim, or right of rescission has been asserted or is
available with respect thereto. Except as described in the immediately following
sentence, the related Mortgage Note and the related Mortgage do not require the
related mortgagee to release any portion of the related Mortgaged Property
except upon payment in full of such Mortgage Loan or the exercise of a
defeasance feature. In the case of certain Mortgaged Properties securing
cross-collateralized Mortgage Loans, certain Mortgage Loans secured by multiple
Mortgaged Properties, and certain Mortgage Loans secured by one or more parcels
constituting a single Mortgaged Property, the related mortgagee may be required
to release a Mortgaged Property or a portion thereof upon payment of a portion
of the related Mortgage Loan as specified in the related Mortgage Loan
documents.

       (11) Assignment of Mortgage; Note Endorsement. The related Assignment of
Mortgage (but for the insertion of the name of the assignee and any related
recording information which is not yet available to the Seller) is or will be in
recordable form and constitutes or will constitute the Seller's legal, valid and
binding assignment to the Purchaser of the related Mortgage and any related
Assignment of Leases or assignment of Assignment of Leases. The Seller's
endorsement and delivery of the related Mortgage Note to the Purchaser in
accordance with the terms of this Agreement constitutes or will constitute the
Seller's legal, valid and binding assignment to the Purchaser of such Mortgage
Note, and together with the Seller's execution and delivery of such Assignment
of Mortgage to the Purchaser, legally and validly conveys or will convey all
right, title and interest of the Seller in such Mortgage Loan to the Purchaser.
Neither the related Mortgage Note nor the related Mortgage contain provisions
limiting the right or ability of Seller to assign, transfer and convey such
documents.

       (12) Assignment of Leases. There exists as part of the related Mortgage
File an Assignment of Leases (either as a separate instrument or incorporated
into the related Mortgage); and such Assignment of Leases creates in favor of
the holder, a valid, perfected and (subject to the exceptions set forth in
paragraph 13 below) enforceable lien of the same priority as the related
Mortgage, in the property and rights described therein;

       (13) First Lien. The related Mortgage is a legal, valid and enforceable
first lien on the related Mortgaged Property (including all buildings and
improvements on such Mortgaged Property and all installations and mechanical,
electrical, plumbing, heating and air conditioning systems located in or annexed
to such buildings, and all additions, alterations and replacements made at any
time prior to the closing date of such Mortgage Loan with respect to the
foregoing, but excluding any related personal property) which Mortgaged Property
is free and clear of all liens and encumbrances having priority over or equal to
the first lien of such Mortgage, except for (a) the lien of current real estate
taxes and special assessments not yet delinquent or accruing interest or
penalties, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such Mortgage
which do not materially and adversely (i) affect the value of such Mortgaged
Property as security for such

                                     M-1-21
<PAGE>   452
Mortgage Loan, or (ii) interfere with the related Borrower's ability to make
required interest and principal payments or to make use of such Mortgaged
Property for the intended purposes therefor, (c) leases and subleases pertaining
to such Mortgaged Property which the Seller did not require to be subordinated
to the lien of such Mortgage (provided that such leases and subleases, if any,
are with entities which are not affiliated with the Seller), and (d) other
matters which do not, individually or in the aggregate, materially and adversely
(i) affect the value of such Mortgaged Property as security for such Mortgage
Loan, or (ii) interfere with the related Borrower's ability to make required
principal and interest payments or to make use of such Mortgaged Property for
the intended purposes therefor. Subject to the foregoing exceptions, the related
Assignment of Leases has the same priority as the related Mortgage.

       (14) No Modification, Release or Satisfaction. Except by a written
instrument which has been delivered to the Purchaser or its designee as a part
of the related Mortgage File, (a) neither the related Note nor the related
Mortgage (including any amendments or supplements thereto included in the
related Mortgage File, none of which alter the information on the Mortgage Loan
Schedule or make any of the other representations in this Agreement untrue) has
been impaired, waived, modified, altered, satisfied, canceled or subordinated or
rescinded, (b) the related Mortgaged Property has not been released from the
lien of such Mortgage and (c) the related Borrower has not been released from
its obligations under such Mortgage, in whole or in any part, in each such event
in a manner which would materially interfere with the benefits of the security
intended to be provided by such Mortgage.

       (15) Defeasance. A Mortgage Loan which permits defeasance provides that,
no earlier than the second anniversary of the Closing Date (or, in the case of
any Mortgage Loan included in its own Loan REMIC, no earlier than the second
anniversary of the "startup day" of such Loan REMIC), the related Borrower may
obtain the release of all or a portion of the related Mortgaged Property from
the lien of the related Mortgage upon the pledge to the Trustee of non-callable
U.S. Treasury or other non-callable U.S. government obligations that provide for
payments on or prior to all successive payment dates to maturity (or, in the
case of an ARD Loan, through the related Anticipated Repayment Date) in the
amounts due on such dates and upon the satisfaction of certain other conditions.
A Mortgage Loan that permits defeasance provides that related Borrower is
responsible for all reasonable costs incurred in connection with the defeasance
of any such Mortgage Loan and the release of the related Mortgaged Property. A
Mortgage Loan that permits defeasance provides that the related Borrower is
responsible for all cots incurred in connection with the defeasance of such
Mortgage Loan and the release of the related Mortgage Property. A Mortgage Loan
that permits defeasance requires that a first priority perfected security
interest opinion be provided and also requires the related Borrower to provide
either a REMIC opinion, as a condition to exercise of any defeasance option or a
written confirmation from the Rating Agencies indicating that such defeasance
will not result in a reduction, withdrawal or qualification of the respective
ratings of any outstanding Classes of Certificates. For all loans with a Cut-off
Date Balance over $5,000,000, as a condition to the exercise of any defeasance
option, either rating agency confirmation or lender approval is required. In
addition, the related Mortgage or other related Mortgage Loan documents
generally require the satisfaction of one or more of the following conditions
prior to the defeasance of the Mortgage Loan and release of the related
Mortgaged Property:


                                     M-1-22
<PAGE>   453
              (a) the related Borrower must provide the mortgagee with a prior
       written notice of not less than 30 days;

              (b) the related Borrower must either (i) deliver to the mortgagee
       or the servicer of the Mortgage Loan, as the case may be, government
       obligations described above in this Paragraph 15 or (ii) pay to the
       mortgagee or the servicer of the Mortgage Loan, as the case may be, an
       amount sufficient to purchase the government obligations described above
       in this Paragraph 15;

              (c) the related Borrower must deliver an officer's certificate to
       the effect that all of its obligations with respect to the Mortgage Loan
       have been satisfied and that the Mortgage Loan is not in default; and

              (d) the related Borrower must undertake to provide such other
       documents or information as the mortgagee may reasonably request in
       connection with such defeasance.

       (16) No Delinquent Taxes or Assessments. All tax or governmental
assessments, or installments thereof, which were due on or prior to the date of
origination had been paid as of such date and the Seller knows of no tax or
governmental assessment, or if payable in installments, any installment thereof,
which became due and owing thereafter and prior to the Closing Date in respect
of the related Mortgaged Property, which, if left unpaid, would be, or might
become, a lien on such Mortgaged Property having priority over the related
Mortgage which has become delinquent such that (a) such tax, assessment or
installment has commenced to accrue interest or penalties, or (b) the applicable
taxing authority may commence proceedings to collect such tax, assessment or
installment, as applicable.

       (17) Escrow or Reserve Deposits. As of the Closing Date, the related
reserve account(s), if any, contain all escrow deposits and other payments
required by the terms of the related Mortgage Loan documents (inclusive of any
applicable grace or cure period) to be held by the Seller as of the Closing
Date. Pursuant to Section 2 hereof, the Seller is transferring all amounts on
deposit in the related reserve account(s) to the Purchaser, or to the extent not
being transferred to the Purchaser, all escrow deposits and other payments
required under the related Mortgage Note, the related Mortgage and any other
related Mortgage Loan documents have been applied in accordance with their
intended purposes by the related Mortgage Loan originator, the Seller or its
agent.

       (18) No Third Party Advances. The Seller has not, directly or indirectly,
(a) advanced funds, (b) induced or solicited any payment from a Person other
than the related Borrower, or (c) to the Seller's knowledge, received any
payment other than from such Borrower, for the payment of any amount required
under the related Mortgage Note or the related Mortgage, except for interest
accruing from the date of such Mortgage Note or the date of disbursement of the
proceeds of such Mortgage Loan, whichever is later, to the date which precedes
by 30 days the first Due Date under such Mortgage Note.

       (19) No Condemnation or Damages. To the best of the Seller's knowledge,
no proceedings for the total or partial condemnation of the related Mortgaged
Property (a) have

                                     M-1-23
<PAGE>   454
occurred since the date as of which the appraisal relied upon in the origination
of such Mortgage Loan was prepared, or (b) are pending or threatened other than,
in each such case, proceedings as to partial condemnation which do not
materially and adversely affect the value of such Mortgaged Property as security
for such Mortgage Loan. To the best of Seller's knowledge, the related Mortgaged
Property is free of material damage. The related Mortgage requires that any
related condemnation award and/or insurance proceeds be applied either to the
restoration of the related Mortgaged Property or to the payment of the
outstanding principal balance of or accrued interest on such Mortgage Loan.

       (20) No Mechanics' Liens. To the Seller's knowledge, the related
Mortgaged Property (excluding any related personal property) (a) is free and
clear of any mechanics' and materialmen's liens or liens in the nature thereof,
and (b) no rights are outstanding that, under applicable law, could give rise to
any of these types of liens, any of which liens are or may be prior to, or equal
with, the lien of the related Mortgage, except, with respect to clauses (a) and
(b) above in this Paragraph 20, those which are insured against by the related
lender's title insurance policy referred to in Paragraph 24 of this Exhibit C
below.

       (21) Title Survey: Improvements; Separate Tax Parcels. The Seller has
delivered an as-built survey, a survey recertification, a site plan, a recorded
plat or the like with respect to the related Mortgaged Property which satisfied,
or the Seller otherwise satisfied, the requirements of the related title
insurance company for deletion of the standard general exceptions for
encroachments, boundary and other survey matters and for easements not shown by
the public records from the related title insurance policy, except with respect
to any related Mortgaged Property located in a jurisdiction (such as the State
of Texas where survey title insurance coverage is prohibited by law) in which
the exception for easements not shown by the public records could not be deleted
and such standard general exception is customarily accepted by prudent
commercial mortgage lenders in such jurisdiction. The property described in the
survey is the same as the Mortgaged Property described in the Mortgage and the
lender's title insurance policy. Except for encroachments and similar matters
which are inconsequential, do not materially and adversely affect the value of
such Mortgaged Property as security for such Mortgage Loan, or are insured
against by the related lender's title insurance policy described in Paragraph 24
of this Exhibit C below, surveys and/or title insurance obtained at the time of
the origination of such Mortgage Loan indicated or insured that (a) none of the
improvements which were included for the purpose of determining the appraised
value of such Mortgaged Property in the related appraisal obtained in connection
with of the origination of such Mortgage Loan lie outside the boundaries and
building restriction lines of such Mortgaged Property, and (b) no improvements
on adjoining properties encroach upon such Mortgaged Property. The related
Mortgaged Property constitutes one or more complete separate tax lots or is
subject to an endorsement under the related lender's title insurance policy. No
one other than the related Borrower, any guarantor or indemnitor, any tenants
under the requirements of tenant leases or (if it escrows real estate taxes) the
related mortgagee is obligated under the related Mortgage Loan documents to pay
real estate taxes on the Mortgaged Property.

       (22) Title. The Seller has good and marketable title to and is the sole
and lawful owner and beneficial holder of such Mortgage Loan. The Seller has
full power, authority and legal right to sell and assign such Mortgage Loan
hereunder, is the sole mortgagee or beneficiary of record under the related
Mortgage and is transferring such Mortgage Loan to the Purchaser

                                     M-1-24
<PAGE>   455
free and clear of any and all liens, encumbrances, participation interests,
pledges, charges or security interests of any nature encumbering such Mortgage
Loan.

       (23) Compliance with Laws. To the best of the Seller's knowledge (based
upon a letter or letters from governmental authorities, a legal opinion, an
endorsement or endorsements to the related title insurance policy, a
representation of the related Borrower at the time of origination of such
Mortgage Loan or other information reasonably acceptable to the Seller based on
the Seller's underwriting standards at the time of its origination thereof), (a)
no improvements located on or forming a part of the related Mortgaged Property
are in violation of any applicable zoning and building laws or ordinances, (b)
the related Mortgaged Property complies with all other laws and regulations
pertaining to the use and occupancy thereof (excluding Environmental Laws which
are addressed in Paragraph 35 and Paragraph 36 below) and all applicable
insurance requirements, (c) such Borrower has obtained all inspections,
licenses, permits, authorizations, and certificates necessary for such
compliance, including, but not limited to, certificates of occupancy (if
available), and (d) the Seller has not received notification from any
governmental authority that such Mortgaged Property violates or does not comply
with such laws or regulations or is being used, operated or occupied unlawfully
or that such Borrower has failed to obtain such inspections, licenses, permits,
authorizations, or certificates, except for such violation or non-compliance (i)
which does not materially and adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use for which such Mortgaged
Property was intended at the time of origination of such Mortgage Loan, (ii)
which is specifically addressed by the appraiser in the determination of the
related appraised value in connection with the origination of such Mortgage
Loan, or (iii) for which a reserve account held for the Seller has been
established in an amount sufficient to pay for the estimated costs to correct
such violations or non-compliance.

       (24) Title Insurance. The lien of the related Mortgage is insured by an
ALTA lender's title insurance policy or, if an ALTA lender's title insurance
policy is unavailable, another state-approved form of lender's title insurance
policy issued in an amount not less than the stated principal amount of such
Mortgage Loan (after all advances of principal) insuring the Seller and its
successors and assigns that the related Mortgage is a valid first lien on the
related Mortgaged Property, subject only to exceptions described in Paragraph 13
of this Exhibit C above (or, if such a title insurance policy has not yet been
issued in respect of such Mortgage Loan, such a policy will be issued and is
currently evidenced by a pro forma or specimen policy or by a "marked-up"
commitment for title insurance which was furnished by the related title
insurance company for purposes of closing such Mortgage Loan). The premium for
such title insurance policy has been paid in full and such title insurance
policy is (or, when issued, will be) in full force and effect, and upon
endorsement and delivery of the related Mortgage Note to the Purchaser and
recording of the related Assignment of Mortgage in favor of the Purchaser in the
applicable real estate records, such title insurance policy will inure to the
benefit of the Purchaser. Such title insurance policy (a) does not contain the
standard general exceptions for encroachments, boundary or other survey matters
and for easements not shown by the public records, other than matters which do
not materially and adversely (i) affect the value of the related Mortgaged
Property as security for the Mortgage Loan, or (ii) interfere with the related
Borrower's ability to make required principal and interest payments or to make
use of such Mortgaged Property for the intended purposes, and (b) only contains
such exceptions for encroachments, boundary and other survey matters as are
customarily accepted by prudent

                                     M-1-25
<PAGE>   456
commercial mortgage lenders. The Seller and its agents have not taken, or failed
to take, any action that would materially impair the coverage benefits of any
such title insurance policy. The Seller has not made any claim under such title
insurance policy.

       (25) Insurance Related to Mortgaged Property. All improvements on the
related Mortgaged Property are insured by (a) a fire and extended perils
insurance policy providing coverage on a full replacement cost basis in an
amount not less than the lesser of (i) the full replacement cost of all
improvements to such Mortgaged Property (without deduction for depreciation),
and (ii) the outstanding principal balance of such Mortgage Loan, but in any
event in an amount sufficient to avoid the operation of any co-insurance
provisions contained in such insurance policy, which policy contains a standard
mortgagee clause naming the originator or the Seller and its successors as
additional insureds; (b) an insurance policy providing business interruption or
rental continuation coverage in an amount not less than the income anticipated
from 12 months of operations of such Mortgaged Property; (c) a comprehensive
general liability insurance policy in an amount not less than $1,000,000 per
occurrence; and (d) if any material improvement on such Mortgaged Property is
located in an area identified by the Federal Emergency Management Agency as
having special flood hazards under the National Flood Insurance Act of 1968, as
amended, a flood insurance policy providing coverage in an amount not less than
the lesser of (i) the stated principal amount of the related Mortgage Note, and
(ii) the maximum amount of insurance available under the Flood Disaster
Protection Act of 1973, as amended. As of the Closing Date, the insurance
premium for each such insurance policy shall have been paid or escrowed. Each
such insurance policy contains a clause providing that it is not terminable and
may not be reduced without 30 days' prior written notice to the mortgagee
(except that, in the event of nonpayment of insurance premiums, each such
insurance policy provides for termination upon not less than 10 days' prior
written notice), and no such notice has been received by the Seller. With
respect to each such insurance policy, the Seller has received a certificate of
insurance or similar document dated within the last 12 months to the effect that
such insurance policy is in full force and effect. The Seller has no knowledge
of any action, omission, misrepresentation, negligence or fraud which would
result in the failure of any such insurance policy. The related Mortgage Loan
documents require the related Borrower or a tenant of such Borrower to maintain
each such insurance policy at its expense, but authorizes the mortgagee to
maintain any such insurance policy at the related Borrower's expense upon such
Borrower's or such tenant's failure to do so (subject to any applicable notice
or cure periods). The related Mortgage and insurance policy require that any
related insurance proceeds, in excess of a specified amount, will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or to the payment of the outstanding principal balance of or accrued
interest on such Mortgage Loan.

       (26) UCC Financing Statements. One or more Uniform Commercial Code
financing statements covering all furniture, fixtures, equipment and other
personal property (a) which are collateral under the related Mortgage or under a
security or similar agreement executed and delivered in connection with such
Mortgage Loan, and (b) in which a security interest can be perfected by the
filing of Uniform Commercial Code financing statement(s) under applicable law,
have been filed or recorded (or have been sent for filing or recording) wherever
necessary to perfect under applicable law a security interest in such furniture,
fixtures, equipment and other personal property.


                                     M-1-26
<PAGE>   457
       (27) Default, Breach and Acceleration. There is no material default,
breach, violation or event of acceleration existing under the related loan
agreement, related Mortgage Note or the related Mortgage, and the Seller has no
knowledge of any event (other than failure to make payments due but not yet
delinquent) which, with the passage of time or with notice and the expiration of
any grace or cure period, would constitute a material default, breach, violation
or event of acceleration thereunder; provided that this representation and
warranty does not cover any default, breach, violation or event of acceleration
that pertains to or arises out of the subject matter otherwise covered by any
other representation and warranty made by the Seller in this Exhibit C. The
Seller has no knowledge, after performing at the time of origination of the
related Mortgage Loan due diligence customarily performed by prudent commercial
lenders at the time of such origination, that the related Borrower is a debtor
in any state or federal bankruptcy or insolvency proceeding.

       (28) Customary Provisions. The related Mortgage Note, the related
Mortgage, and the related Assignment of Leases, together with applicable state
law, contain customary and enforceable provisions (including, without
limitation, those relating to receivers) such as to render the rights and
remedies of the holder thereof adequate for the practical realization against
the related Mortgaged Property of the principal benefits of the security
intended to be provided thereby, including realization by judicial or, if
applicable, non-judicial foreclosure.

       (29) Access Routes. (a) Surveys, title insurance reports, the title
insurance policy or other relevant documents contained in the related Mortgage
File indicate that at the time of origination of such Mortgage Loan the related
Borrower had sufficient rights with respect to amenities, ingress and egress and
similar matters identified in the appraisal of the related Mortgaged Property
obtained in connection with the origination of such Mortgage Loan, as being
critical to the appraised value thereof, and (b) such Mortgaged Property was
receiving services from public or private water, sewer and other utilities that
were adequate as of the date that the Mortgage Loan was originated, and none of
such services is subject to revocation as a result of a foreclosure or change in
ownership of an adjacent property.

       (30) Mortgage Loans Secured by Ground Lease but Not Fee Interest. With
respect to each Mortgage Loan that is secured in whole or in part by the
interest of the related Borrower as lessee under a ground lease of all or a
portion of the related Mortgaged Property (a "Ground Lease"), but the related
fee interest in the portion of such Mortgaged Property covered by such Ground
Lease (the "Fee Interest") is not subject or subordinate to the lien of the
related Mortgage, the Seller hereby represents and warrants that:

              (a) as of the Closing Date, such Ground Lease is in full force and
       effect, and such Ground Lease or a memorandum thereof has been duly
       recorded in the applicable real estate records and (i) such Ground Lease
       (or the related estoppel letter or lender protection agreement between
       the Seller and related lessor) does not prohibit the interest of the
       related lessee thereunder from being encumbered by the related Mortgage
       and does not restrict the use of the related Mortgaged Property of such
       lessee in a manner that would interfere with the related Borrower's
       ability to make required principal and interest payments or to make use
       of such Mortgaged Property for the intended purposes, or a separate
       written agreement permitting such encumbrance has been obtained, and (ii)
       there have been no material changes in the terms of such Ground Lease
       that would be

                                     M-1-27
<PAGE>   458
       binding on the mortgagee as successor to the lessee except
       as set forth in written instruments which are part of the related
       Mortgage File;

              (b) the related lessee's leasehold interest in the portion of the
       related Mortgaged Property covered by such Ground Lease is not subject to
       any liens or encumbrances securing indebtedness which are superior to, or
       of equal priority with, the related Mortgage, except for liens of current
       real estate taxes and special assessments not yet delinquent or accruing
       interest or penalties;

              (c) the related lessee's interest in such Ground Lease may be
       transferred to the Purchaser and its successors and assigns through a
       foreclosure of the related Mortgage or conveyance in lieu of foreclosure
       and, thereafter, may be transferred to another Person by the related
       mortgagee and its successors and assigns, upon notice to, but without the
       consent of, the related lessor (or, if any such consent is required,
       either (i) it has been obtained prior to the Closing Date, or (ii) it may
       not be unreasonably withheld), provided that such Ground Lease has not
       been terminated and all amounts owed thereunder have been paid;

              (d) the related lessor is required to give notice of any default
       under such Ground Lease by the related lessee to the mortgagee either
       under the terms of such Ground Lease or under the terms of a separate
       estoppel letter or written agreement;

              (e) the related mortgagee is entitled, under the terms of such
       Ground Lease or a separate estoppel letter or written agreement, to
       receive notice of any default by the related lessee under such Ground
       Lease, and after any default notice, is entitled to not less than the
       time provided to the related lessee under such Ground Lease to cure such
       default (which is, in any event, a commercially reasonable time period),
       which is curable during such period before the lessor may terminate the
       Ground Lease; all rights of the related lessee under the Ground Lease may
       be exercised by or on behalf of the mortgagee;

              (f) the currently effective term of such Ground Lease (excluding
       any extension or renewal which is not binding on the lessor thereunder)
       extends not less than 20 years beyond the Stated Maturity Date of such
       Mortgage Loan;

              (g) such Ground Lease does not impose any restrictions on
       subletting which the Seller considered to be commercially unreasonable at
       the time of its origination or purchase of such Mortgage Loan or that a
       prudent commercial mortgage lender would have considered unreasonable at
       such date;

              (h) as of the Closing Date, (i) no event of default has occurred
       under such Ground Lease and (ii) to Seller's knowledge, no event has
       occurred which, with the passage of time, the giving of notice or both
       (other than rental or other payments being due, but not yet delinquent),
       would result in a default or an event of default under the terms of such
       Ground Lease;

              (i) the related lessor has agreed in a writing included in the
       related Mortgage File that such Ground Lease may not be amended,
       modified, cancelled or

                                     M-1-28
<PAGE>   459
       terminated without the prior written consent of the Seller or the
       mortgagee and that any such action without such consent is not binding
       upon the mortgagee, its successors and assigns. Unless the mortgagee
       fails to cure a default of the lessee under the Ground Lease following
       notice thereof from the lessor as set forth in clause (e) of this
       Paragraph 29, the lessor is required to enter into a new ground lease
       upon termination of such Ground Lease for any reason (including, without
       limitation, rejection of such Ground Lease in a bankruptcy proceeding);

              (j) under the terms of such Ground Lease and the related Mortgage,
       taken together, any related insurance proceeds or condemnation award
       (other than in respect of a total or substantially total loss or taking)
       will be applied either to (i) the repair or restoration of all or part of
       the related Mortgaged Property covered by such Ground Lease, with the
       mortgagee or a trustee appointed by it having the right to hold and
       disburse such proceeds as such repair or restoration progresses (except
       where such Mortgage Loan provides that the related Borrower or its agent
       may hold and disburse such proceeds with respect to any loss or taking
       less than a stipulated amount not greater than $50,000), or (ii) the
       payment of the outstanding principal balance of and accrued interest on
       such Mortgage Loan; and

              (k) there are no existing mortgages on the Fee Interest which can
       be foreclosed upon that are not subject to the Ground Lease, and the
       provisions of the Ground Lease and/or other documents related thereto and
       included as part of the related Mortgage File preclude the creation of
       any future mortgage on the Fee Interest that can be foreclosed upon not
       subject to the Ground Lease.

              (l) except for fixed or determinable increases expressly set forth
       in such Ground Lease, such Ground Lease does not permit any increase in
       the amount of rent payable by the ground lessee during the term of the
       Mortgage Loan.

              (m) the terms of any related Ground Lease have not been waived,
       modified, altered, satisfied, impaired, cancelled, subordinated, or
       rescinded in any manner which materially interferes with the security
       intended to be provided by the related Mortgage.

       (31) Deed of Trust. With respect to any related Mortgage that is a deed
of trust or trust deed, a trustee, duly qualified under applicable law to serve
as such, has either been properly designated and currently so serves or may be
substituted in accordance with applicable law. Except in connection with (a) a
trustee's sale after default by the related Borrower or (b) the release of the
related Mortgaged Property following the payment of the related Mortgage Loan in
full, no fees or expenses are payable by the Seller or the Purchaser to such
trustee.

       (32) Cross-Security. The related Mortgaged Property is not collateral or
security for the payment or performance of (a) any other obligations owed to the
originator of such Mortgage Loan or the Seller other than another Mortgage Loan
being sold, transferred and assigned by the Seller under this Agreement, or (b)
to the Seller's knowledge, any other obligations owed to any Person other than
the Seller. The related Mortgage Note is not secured by any real property other
than a Mortgaged Property. Each related Mortgage does not provide or permit,
without the

                                     M-1-29
<PAGE>   460
prior written consent of the holder of the Mortgage Note, each related Mortgaged
Property to secure any other promissory note or obligation, other than any other
Mortgage Loan.

       (33) Assignment of Leases. Except with respect to the related Mortgaged
Property or that portion of the related Mortgaged Property that is occupied by
the related Borrower, the related Mortgage Loan documents contain the provisions
of an Assignment of Leases or include a separate Assignment of Leases. Any
related Assignment of Leases incorporated within the related Mortgage or set
forth in a separate Mortgage Loan document creates on recordation (with the same
priority as the related Mortgage) a valid assignment of, or security interest
in, the right to receive all payments due under the related leases, if any.

       (34) REMIC. (a) Such Mortgage Loan is principally secured by an interest
in real property and either (i) the fair market value of such real property was
at least equal to 80% of the adjusted issue price of such Mortgage Loan on the
date of origination of such Mortgage Loan or, if such Mortgage Loan has been
"significantly modified" within the meaning of Section 1001 of the Code, on the
date of such modification (unless such modification may be disregarded under
Treas. Reg. Sec. 1.860G-2(b)(3)), or (ii) substantially all of the proceeds of
such Mortgage Loan were used to acquire or improve or protect an interest in
real property that, at origination of such Mortgage Loan, was the only security
for such Mortgage Loan; (b) such Mortgage Loan contains no equity participation
by the Seller, and neither the related Mortgage Note nor the related Mortgage
provides for any contingent or additional interest in the form of participation
in the cash flow or proceeds realized on disposition of the related Mortgaged
Property; and (c) such Mortgage Loan is a "qualified mortgage" as defined in,
and for purposes of, Section 860G(3)(A) of the Code and provides for the
payments of interest at a fixed rate or at a rate described in Treas. Reg. Sec.
1.860G-1(a)(3).

       (35) Environmental Site Assessments. Environmental Site Assessments
(collectively, the "ESAs"), transaction screen assessments, studies or updates
prepared or obtained within [ ] months prior to the Closing Date in connection
with the origination of such Mortgage Loan identified no material adverse
environmental conditions or circumstances anticipated to require any material
expenditure with respect to any Mortgaged Property, except for: (a) those cases
where such conditions or circumstances were investigated further and, based upon
such additional investigation, a qualified environmental consultant recommended
no further investigation or remediation; (b) those cases in which an operations
and maintenance plan was recommended by the environmental consultant and such
plan was obtained or an escrow reserve established to cover the estimated costs
of obtaining such plan; (c) those conditions in which soil or groundwater
contamination was suspected or identified and either (i) such condition or
circumstance was remediated or abated prior to the date of closing of the
related Mortgage Loan, (ii) a "no further action" letter was obtained from the
applicable regulatory authority, or (iii) either an environmental insurance
policy was obtained, a letter of credit provided, an escrow reserve account
established, or an indemnity from the responsible party was obtained, to cover
the estimated costs of any required investigation, testing, monitoring or
remediation; or (d) those cases in which (i) a leaking underground storage tank
or groundwater contamination was identified to be located on or to have
originated from an offsite property, (ii) a responsible party has been
identified under applicable law, and (iii) either such condition is not known to
have affected the Mortgaged Property or the responsible party has either
received a "no further action"

                                     M-1-30
<PAGE>   461
letter from the applicable regulatory agency, established a remediation fund, or
provided a guaranty or indemnity to the related Borrower.

       (36) Notice of Environmental Problem. Other than with respect to any
conditions identified in the ESAs, transaction screen assessments, studies or
updates referred to in Paragraph 34 of this Exhibit C above, the Seller: (a) has
not received actual notice from any federal, state or other governmental
authority of (i) any failure of the related Mortgaged Property to comply with
any applicable Environmental Laws, or (ii) any known or threatened release of
Hazardous Materials on or from such Mortgaged Property in violation of any
applicable Environmental Laws; (b) has not received actual notice from the
related Borrower that (i) such Borrower has received any such notice from any
such governmental authority, (ii) such Mortgaged Property fails to comply with
any applicable Environmental Laws, or (iii) such Borrower has received actual
notice that there is any known or threatened release of Hazardous Materials on
or from such Mortgaged Property in violation of any applicable Environmental
Laws; or (c) has no actual knowledge that (i) the related Mortgaged Property
fails to materially comply with any applicable Environmental Laws or (ii) there
has been any known or threatened release of Hazardous Materials on or from such
Mortgaged Property where such release falls outside the exceptions (a) through
(d) of Paragraph 35 of this Exhibit C above.

       (37) Recourse. The related Mortgage Loan documents contain standard
provisions providing for recourse against the related Borrower or a principal of
such Borrower for damages sustained in connection with the Borrower's fraud,
material misrepresentation or misappropriation of any tenant security deposits,
rent, insurance proceeds or condemnation proceeds. The related Mortgage Loan
documents contain provisions pursuant to which the related Borrower or a
principal of such Borrower has agreed to indemnify the mortgagee for damages
resulting from violations of any applicable Environmental Laws.

       (38) Environmental Compliance. Each Mortgage Loan contains either a
representation, warranty or covenant that the related Borrower will not use,
cause or permit to exist on the related Mortgaged Property any Hazardous
Materials in violation of any applicable Environmental Laws or an indemnity with
respect to any such violation in favor of the Seller.

       (39) Inspection. The Seller or originator has inspected the related
Mortgaged Property or caused such Mortgaged Property to be inspected within the
12 months preceding the Closing Date.

       (40) Subordinate Debt. Except as has been disclosed in the Mortgage Loan
Schedule, the related Mortgage contains a provision for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan in the event that
the related Borrower encumbers the related Mortgaged Property without the prior
written consent of the mortgagee thereunder. At the time of origination, the
Mortgaged properties were not, and to the Seller's knowledge, the Mortgaged
Properties are not encumbered by any liens junior to the liens of the related
Mortgages. The Mortgage Loans do not permit the Borrowers to obtain financing
secured by the Mortgaged Properties that is subordinate to or of equal priority
with the lien of the Mortgage without lender's consent.

                                     M-1-31
<PAGE>   462
       (41) Common Ownership. To Seller's knowledge, no two properties securing
Mortgage Loans are directly or indirectly under common ownership except to the
extent that such common ownership and the ownership structure have been
specifically disclosed in Schedule C-3.

       (42) Operating or Financial Statement. The related Mortgage Loan
documents require the related Borrower to furnish to the mortgagee at least
annually an operating statement (or a balance sheet and a statement of income
and expenses) with respect to the related Mortgaged Property or, in the case of
a borrower-occupied Mortgaged Property, a financial statement with respect to
the related Borrower.

       (43) Litigation. To the best of the Seller's knowledge as of the date of
origination or purchase of such Mortgage Loan, and to the Seller's knowledge
thereafter, there is no pending action, suit, proceeding, arbitration or
governmental investigation with respect to the related Borrower or Mortgaged
Property which if determined adversely to the related Borrower would have a
material adverse effect on the value of the related Mortgaged Property or such
Borrower's ability to continue to perform its obligations under such Mortgage
Loan.

       (44) ARD Loans. With respect to each Mortgage Loan that is an ARD Loan,
it commenced amortizing on its initial scheduled Due Date (or, in the case of
certain interest-only Mortgage Loans, as otherwise set forth in the related
Mortgage Notes) and provides that: (a) the spread used in calculating its
Mortgage Rate will increase by no more than five percent (5%) in connection with
the passage of its Anticipated Repayment Date; (b) its Anticipated Repayment
Date is of the term specified [in the Mortgage Loan Schedule] following the
origination of such Mortgage Loan; (c) no later than the related Anticipated
Repayment Date, if it has not previously done so, the related Borrower is
required to enter into a "lockbox agreement" whereby all revenue from the
related Mortgaged Property shall be deposited directly into a designated account
controlled by the Servicer; and (d) any cash flow from the related Mortgaged
Property that is applied to amortize such Mortgage Loan following its
Anticipated Repayment Date shall, to the extent such net cash flow is in excess
of the Monthly Payment payable therefrom, be net of budgeted and discretionary
(lender approved) capital expenditures.

       (45) Due-on-Sale. The related Mortgage contains a "due-on-sale" clause
that provides for the acceleration of the payment of the unpaid principal
balance of such Mortgage Loan if, without the prior written consent of the
mortgagee, the related Mortgaged Property subject to such Mortgage is directly
or indirectly transferred or sold; provided that certain of the Mortgages permit
(a) changes in ownership between existing partners and members, (b) transfers to
family members (or trusts for the benefit of family members), affiliated
companies and certain specified individuals and entities, (c) issuance by the
related borrower of new partnership or membership interests, (d) certain other
changes in ownership for estate planning purposes, or (e) certain other
transfers similar in nature to the foregoing that are consistent with customary
commercial lending practices.

       (46) Loan Origination; Loan Underwriting. Each Mortgage Loan was
originated by the Seller, an affiliate of Seller or an originator approved by
the Seller, or was purchased by the related Seller, and each Mortgage Loan
substantially complied with all of the terms, conditions

                                     M-1-32
<PAGE>   463
and requirements of the Seller's underwriting standards in effect at the time of
its origination or purchase of such Mortgage Loan, subject to such exceptions as
the Seller approved.

       (47) Interest Accrual. Each related Mortgage Loan accrues interest on an
Actual/360 Basis or on a 30/360 Basis; and such Mortgage Loan accrues interest
(payable monthly in arrears) at a fixed rate of interest throughout the
remaining term of such Mortgage Loan (except if such Mortgage Loan is an ARD
Loan, in which case the accrual rate for interest will increase after its
Anticipated Repayment Date, and except in connection with the occurrence of a
default and the accrual of default interest).

       (48) Cut-off Date Balance. No Mortgage Loan, together with any other
Mortgage Loan made to the same Borrower or to an Affiliate of such Borrower,
represents more than 5% of the aggregate Cut-off Date Balance of the Mortgage
Pool.

       (49) Due Date. The Due Date for each Mortgage Loan is scheduled to be the
first day of the month (or the following business day, if such first day is not
a business day).

       (50) Appraisal. An appraisal of the related Mortgaged Property was
conducted in connection with the origination of such Mortgage Loan. Such
appraisal satisfied either: (A) the requirements of the "Uniform Standards of
Professional Appraisal Practice" as adopted by the Appraisal Standards Board of
the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, in either case as in
effect on the date such Mortgage Loan was originated.

       (51) No Release. No Mortgage Loan has been satisfied in full, and except
as expressly contemplated by the related loan agreement or other documents
contained in the related file, no material portion of the Mortgaged Property has
been released.


                 Each representation and warranty of the Seller set forth in
this Exhibit C, to the extent related to the enforceability of any instrument,
agreement or other document or as to offsets, defenses, counterclaims or rights
of rescission related to such enforceability, is qualified to the extent that
(a) enforcement may be limited (i) by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally as from time to time in effect, (ii) by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law), and (iii) by any applicable anti-deficiency law or statute; and (b)
such instrument, agreement or other document may contain certain provisions
which may be unenforceable in accordance with their terms, in whole or in part,
but the unenforceability of such provisions will not (subject to the
qualification in clause (a) above) (i) cause the related Mortgage Note or the
related Mortgage to be void in their entirety, (ii) invalidate the related
Borrower's obligation to pay interest at the stated interest rate of such
Mortgage Note on, and repay the principal of, the related Mortgage Loan in
accordance with the payment terms of such Mortgage Note, such Mortgage and other
written agreements delivered to the Seller in connection therewith, (iii)
invalidate the obligation of any related guarantor to pay guaranteed obligations
with respect to interest at the stated interest rate of such Note on, and the
principal of, such Mortgage Loan in accordance with the payment terms of such
guarantor's

                                     M-1-33
<PAGE>   464
written guaranty, (iv) impair the mortgagee's right to accelerate and demand
payment of interest at the stated interest rate of such Mortgage Note on, and
principal of, such Mortgage Loan upon the occurrence of a legally enforceable
default, or (v) impair the mortgagee's right to realize against the related
Mortgaged Property by judicial or, if applicable, non-judicial foreclosure.




                                     M-1-34
<PAGE>   465
                                  SCHEDULE C-1

                         EXCEPTIONS TO THE MORTGAGE LOAN
                         REPRESENTATIONS AND WARRANTIES

       SECTION 19. Representations #17, 27. Loan #6604917 (Kmart - Salt Lake).
The Borrower had until August 10, 2000, to submit and have Lender approve an O&M
Plan. That deadline was extended to November 15, 2000. Borrower has currently
submitted a plan that is in the process of being revised. A Six Hundred and
Fifty Dollar ($650.00) deposit was established at closing and is to be released
upon Lender's approval of the O&M Plan.

       SECTION 20. Representations #17, 27. Loan #6605130 (225 Long Ave.). The
Borrower had until August 20, 2000, to complete ADA required repairs. These
repairs have not yet been completed. A Seven Thousand Five Hundred Dollar
($7,500.00) reserve was established at closing and is to be released upon the
completion of these repairs.

       SECTION 21. Representation #25. Loan #6604021 (Kmart - Salem) and Loan
#6604917 (Kmart - Salt Lake City). Kmart is allowed to self-insure at any time
while either: (i) Kmart's net worth exceeds One Hundred Million Dollars
($100,000,000), or (ii) Kmart's market capitalization exceeds One Billion
Dollars ($1,000,000,000).



                                     M-1-35
<PAGE>   466
                                  SCHEDULE C-2

                     RESERVE ACCOUNTS CONTROLLED BY SELLER
<PAGE>   467
                                  SCHEDULE C-3

                       PROPERTIES UNDER COMMON OWNERSHIP
<PAGE>   468
                                   EXHIBIT D-1

                       FORM OF CERTIFICATE OF A SECRETARY
                      OR ASSISTANT SECRETARY OF THE SELLER

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C3
           CERTIFICATE OF SECRETARY OF SALOMON BROTHERS REALTY CORP.


                 I, Andrew W. Alter, hereby certify that I am a duly elected and
acting Assistant Secretary of Salomon Brothers Realty Corp. (the "Company"), and
certify further as follows:

                 1. The Company is a corporation duly organized and validly
existing under the laws of the State of New York;

                 2. Attached hereto as Exhibit A is a true, correct and complete
copy of the organizational documents of the Company, as in full force and effect
on the date hereof;

                 3. Attached hereto as Exhibit B is a certificate of the
Secretary of State of the State of New York issued within ten days of the date
hereof with respect to the good standing of the Company;

                 4. Since the date of the good standing certificate referred to
in clause 3 above, the Company has not received any notification from the
Secretary of State of New York, or from any other source, that the Company is
not in good standing in New York.

                 5. Attached hereto as Exhibit C are the resolutions of the
board of directors of the Company authorizing the transactions contemplated by
the Mortgage Loan Purchase Agreement dated as of December  , 2000 (the "Mortgage
Loan Purchase Agreement"), between Salomon Brothers Mortgage Securities VII,
Inc. ("SBMS VII") and the Company, including the sale of the subject mortgage
loans (the "Mortgage Loans") by the Company to SBMS VII. Such resolutions are in
full force and effect on the date hereof and are not in conflict with any other
resolutions of the board of directors of the Company in effect on the date
hereof.

                 6. The Mortgage Loans do not constitute all or substantially
all of the assets of the Company.

                 7. To the best of my knowledge, no proceedings looking toward
liquidation or dissolution of the Company are pending or contemplated.

                 8. Each person who, as an officer or representative of the
Company, signed (a) the Mortgage Loan Purchase Agreement, (b) the
Indemnification Agreement dated as of December  , 2000 (the "Indemnification
Agreement"), among the Company, SBMS VII, Salomon Smith Barney Inc., Greenwich
Capital Markets, Inc., Chase Securities Inc., Deutsche

                                     M-1-36
<PAGE>   469
Bank Securities Inc., J.P. Morgan Securities Inc. and ABN AMRO Bank N.V., and
(c) any other document or certificate delivered on or before the date hereof in
connection with the transactions contemplated by the foregoing documents, was,
at the respective times of such signing and delivery, and is as of the Closing
Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signature of such person appearing on any such document
is his or her genuine signature.

                 Capitalized terms used but not otherwise defined herein have
the respective meanings assigned to them in the Mortgage Loan Purchase Agreement
and, if not defined therein, then in the Indemnification Agreement.

                            [SIGNATURE PAGE FOLLOWS]




                                     M-1-37
<PAGE>   470
                 IN WITNESS WHEREOF, I have hereunto signed my name as of
December  , 2000.

                                  By:
                                      ----------------------------------
                                      Name:    Andrew W. Alter
                                      Title:   Assistant Secretary


                 The undersigned, an officer of the Company, hereby certifies
that Andrew W. Alter is the duly elected and qualified and acting Assistant
Secretary of the Company and that the signature appearing above is his/her
genuine signature.

                 IN WITNESS WHEREOF, I have hereunto signed my name as of
December  , 2000.

                                  By:
                                      ----------------------------------
                                      Name:  Angela M. Hutzel
                                      Title:    Authorized Agent



                                     M-1-38
<PAGE>   471
                                    EXHIBIT A

                    CERTIFICATE OF INCORPORATION AND BY-LAWS




                                     M-1-39
<PAGE>   472
                                    EXHIBIT B

                          CERTIFICATE OF GOOD STANDING




                                     M-1-40
<PAGE>   473
                                    EXHIBIT C

                                   RESOLUTIONS




                                     M-1-41
<PAGE>   474
                            UNANIMOUS WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                          SALOMON BROTHERS REALTY CORP.
                                WITHOUT A MEETING

                 The undersigned, being all the Directors of Salomon Brothers
Realty Corp., a New York corporation (the "Corporation"), pursuant to Section
708(b) of the General Corporation Law of the State of New York, in lieu of
holding a meeting of the Board of Directors of the Corporation, do hereby
consent to the adoption of, and do hereby unanimously adopt, as of the date
hereof, the resolutions set forth below:

                 WHEREAS, the Corporation has from time to time originated or
acquired the various commercial mortgage loans identified on Schedule I attached
hereto (the "Mortgage Loans");

                 NOW, THEREFORE, IT IS RESOLVED, that the sale of Mortgage Loans
by the Corporation to Salomon Brothers Mortgage Securities VII, Inc. ("SBMS
VII") (or, at the direction of SBMS VII, to a trust established by SBMS VII), is
hereby approved;

                 RESOLVED, that the President or any Vice President, other
officer or director of the Corporation is hereby authorized to negotiate,
execute and deliver, in the name and on behalf of the Corporation, such mortgage
loan purchase and sale agreement, pooling and servicing agreement and/or similar
agreements as may be necessary to effect the intent and purpose of the foregoing
resolutions, in such form as any such officers or directors deem necessary or
advisable;

                 RESOLVED, that the President or any Vice President, other
officer or director of the Corporation is hereby authorized and directed to pay
any and all expenses and fees arising in connection with the sale of the
Mortgage Loans or otherwise in connection with these resolutions;

                 RESOLVED, that the corporate seal of the Corporation may be
affixed to any instrument or document executed pursuant to the foregoing
resolutions by impressing or affixing such corporate seal thereon or by
imprinting or otherwise reproducing thereon a facsimile of such corporate seal;

                 RESOLVED, that the President or any Vice President, other
officer or director of the Corporation is hereby authorized and directed to
negotiate, execute and deliver, in the name and on behalf of the Corporation,
any and all additional instruments, documents, or agreements and to take such
further action as to any of them appears necessary or desirable to carry into
effect the intent and purpose of the foregoing resolutions; and

                 RESOLVED, that any and all actions of the officers or directors
of the Corporation in connection with the matters contemplated by the foregoing
resolutions taken prior to the date hereof, be, and hereby are, approved,
ratified and adopted in all respects as fully as if

                                     M-1-42
<PAGE>   475
such actions had been presented to this Board of Directors for its approval
prior to such actions being taken.

                 This Unanimous Written Consent of the Board of Directors can be
executed in counterparts, each of which shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

Dated:  December     , 2000


---------------------------             ---------------------------------
Name:  David D. Tibbals                 Name:  Thomas G. Maheras



                                     M-1-43
<PAGE>   476
                                   SCHEDULE I

                       SEE ATTACHED LIST OF MORTGAGE LOANS




                                     M-1-44
<PAGE>   477
                                   EXHIBIT D-2

                        FORM OF CERTIFICATE OF THE SELLER

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C3
                  CERTIFICATE OF SALOMON BROTHERS REALTY CORP.

                 In connection with the execution and delivery by Salomon
Brothers Realty Corp. ("SBRC") of, and the consummation of the various
transactions contemplated by, that certain Mortgage Loan Purchase Agreement
dated as of December 12, 2000 (the "Mortgage Loan Purchase Agreement"), between
Salomon Brothers Mortgage Securities VII, Inc. ("SBMS VII") and SBRC, and the
Indemnification Agreement dated as of December 12, 2000 (the "Indemnification
Agreement"), among SBRC, SBMS VII, Salomon Smith Barney Inc., Greenwich Capital
Markets, Inc., Chase Securities Inc., Deutsche Bank Securities Inc., J.P. Morgan
Securities Inc. and ABN AMRO Bank N.V. (together, the Mortgage Loan Purchase
Agreement and the Indemnification Agreement are referred to herein as the
"Agreements"), the undersigned hereby certifies that (i) the representations and
warranties of SBRC in the Agreements are true and correct in all material
respects at and as of the date hereof (or, in the case of the representations
and warranties set forth in Exhibit C of the Mortgage Loan Purchase Agreement,
as of such other date specifically provided in the particular representation and
warranty) with the same effect as if made on the date hereof (or, in the case of
the representations and warranties set forth in Exhibit C of the Mortgage Loan
Purchase Agreement, on such other date specifically provided in the particular
representation and warranty), and (ii) SBRC has, in all material respects,
complied with all the agreements and satisfied all the conditions on its part
required under the Mortgage Loan Purchase Agreement to be performed or satisfied
at or prior to the date hereof. Capitalized terms used but not otherwise defined
herein have the respective meanings assigned to them in the Mortgage Loan
Purchase Agreement and, if not defined therein, then in the Indemnification
Agreement.

             Certified this    day of December, 2000.


                                      SALOMON BROTHERS REALTY CORP.


                                      By:
                                         ------------------------------
                                         Name:     Angela M. Hutzel
                                         Title:    Authorized Agent



                                     M-1-45
<PAGE>   478
                                  EXHIBIT D-3A

                       FORM OF OPINION OF IN-HOUSE COUNSEL
                                  TO THE SELLER



                                __________, 2000


Addressees listed on Exhibit A hereto

                   Re: Salomon Brothers Mortgage Securities VII, Inc. Commercial
                       Mortgage Pass-Through Certificates, Series 2000-C3

Ladies and Gentlemen:

                  This opinion is being provided to you by _____________
pursuant to [Section 7(h)] the Mortgage Loan Purchase Agreement, dated as of
December __, 2000 (the "Mortgage Loan Purchase Agreement"), between Salomon
Brothers Mortgage Securities VII, Inc. ("SBMS VII") and _____________ (the
"Company"), relating to the sale by the Company of certain mortgage loans (the
"Mortgage Loans"). I have also acted as counsel to the Company in connection
with its entering into the Indemnification Agreement dated as of December __,
2000 (the "Indemnification Agreement"), among the Company, SBMS VII, Salomon
Smith Barney Inc., Greenwich Capital Markets, Inc., Chase Securities Inc.,
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and ABN AMRO Bank
N.V. The Mortgage Loan Purchase Agreement and the Indemnification Agreement are
collectively referred to herein as the "Agreements". Capitalized terms not
otherwise defined herein have the meanings assigned to them in the Mortgage Loan
Purchase Agreement.

                  I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records of the Company,
certificates of public officials, officers of the Company and other persons and
other documents, agreements and instruments and have made such other
investigations as I have deemed necessary or appropriate for purposes of this
opinion.

                  Based upon the foregoing, I am of the opinion that:

a.       The Company is a validly existing ____________ in good standing under
         the laws of ________________, with [corporate] power and authority
         under such laws to enter into and perform its obligations under the
         Agreements.

b.       Each Agreement has been duly authorized, executed and delivered by the
         Company.

c.       No consent, approval, authorization or order of any court, governmental
         agency or body is required in connection with the execution and
         delivery by the Company of the Agreements, except for those consents,
         approvals, authorizations or orders that previously have been obtained.

d.       The transfer of the Mortgage Loans as provided in the Agreements and
         the fulfillment of the other terms of the Agreements will not conflict
         with or result in a violation of the [Certificate of Incorporation or
         the By-laws] of the Company or any agreement, instrument, order, writ,
         judgment or decree known to me to which the Company is a party or is
         subject.

                                     M-1-46
<PAGE>   479
e.       To the best of my knowledge, there are no actions or proceedings
         against the Company, pending (with regard to which the Company has
         received service of process) or overtly threatened in writing before
         any court, governmental agency or arbitrator which affect the
         enforceability of the Agreements, or which would draw into question the
         validity of the Agreements or any action taken or to be taken in
         connection with the Company's obligations contemplated therein, or
         which would materially impair the Company's ability to perform under
         the terms of the Agreements.

                  The opinions expressed herein are limited to the laws of
_______________ and the federal law of the United States.

                  This opinion is given to you for your sole benefit, and no
other person or entity is entitled to rely hereon without my express written
consent.

                                          Very truly yours,

                                     M-1-47

<PAGE>   480
                                  EXHIBIT D-3B

                       FORM OF OPINION OF SIDLEY & AUSTIN,
                          SPECIAL COUNSEL TO THE SELLER

                            S i d l e y & A u s t i n
                a partnership including professional corporations

     CHICAGO                    875 THIRD AVENUE                   HONG KONG
      DALLAS                NEW YORK, NEW YORK 10022                 LONDON
   LOS ANGELES               TELEPHONE 212 906 2000                 SHANGHAI
WASHINGTON, D.C.             FACSIMILE 212 906 2021                SINGAPORE
                                                                     TOKYO
                                    FOUNDED 1866

                                December 19, 2000



Salomon Brothers Mortgage                   ABN AMRO Bank N.V.
   Securities VII, Inc.                     135 South LaSalle Street
388 Greenwich Street                        Chicago, Illinois  60603
New York, New York  10013

Salomon Smith Barney Inc.                   Moody's Investors Service, Inc.
388 Greenwich Street                        99 Church Street
New York, New York  10013                   New York, New York  10007

Greenwich Capital Markets, Inc.             Standard & Poor's Ratings Services
600 Steamboat Road                          55 Water Street, 41st Floor
Greenwich, Connecticut  06830               New York, New York  10041

Chase Securities Inc.                       Salomon Brothers Realty Corp.
270 Park Avenue, 8th Floor                  388 Greenwich Street
New York, New York  10017                   New York, New York  10013

Deutsche Bank Securities Inc.               Wells Fargo Bank Minnesota, N.A.
31 West 52nd Street, 3rd Floor              45 Broadway, 12th Floor
New York, New York  10019                   New York, New York  10006

J.P. Morgan Securities Inc.
60 Wall Street
New York, New York  10260-0060


       Re:    Salomon Brothers Mortgage Securities VII, Inc.,
              Commercial Mortgage Pass-Through Certificates, Series 2000-C3


                                     M-1-47
<PAGE>   481
Ladies and Gentlemen:

                 We have acted as special counsel to Salomon Brothers Realty
Corp. ("SBRC") in connection with certain matters relating to the transactions
contemplated by that certain Mortgage Loan Purchase Agreement, dated as of
December 12, 2000 (the "Mortgage Loan Purchase Agreement"), between SBRC, as
seller, and Salomon Brothers Mortgage Securities VII, Inc. ("SBMS VII"), as
purchaser.

                 This opinion letter is being provided to you pursuant to
Section 7(h) of the Mortgage Loan Purchase Agreement. Capitalized terms not
defined herein have the respective meanings set forth in, or otherwise assigned
to them pursuant to, the Mortgage Loan Purchase Agreement.

                 For the purposes of this opinion letter, we have reviewed the
Mortgage Loan Purchase Agreement. In addition, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such other
documents and records as we have deemed relevant or necessary as the basis for
the opinions contained in this letter; we have obtained such certificates from
and made such inquiries of officers and representatives of the parties to the
Mortgage Loan Purchase Agreement and public officials as we have deemed relevant
or necessary as the basis for such opinions; and we have relied upon, and
assumed the accuracy of, such other documents and records, such certificates and
the statements made in response to such inquiries, with respect to the factual
matters upon which such opinions are based. We have also assumed (i) the
truthfulness and accuracy of each of the representations and warranties as to
factual matters material to this opinion contained in the Mortgage Loan Purchase
Agreement, (ii) the legal capacity of natural persons, (iii) the genuineness of
all signatures, (iv) the authenticity of all documents submitted to us as
originals, (v) the conformity to authentic originals of all documents submitted
to us as certified, conformed or photostatic copies, (vi) the due organization
of the parties to the Mortgage Loan Purchase Agreement and the valid existence
of each such entity in good standing under the laws of its jurisdiction of
organization, (vii) except as expressly addressed in paragraph 2 below, the
power and authority of the parties to the Mortgage Loan Purchase Agreement to
enter into, perform under and consummate the transactions contemplated by the
Mortgage Loan Purchase Agreement, without any resulting conflict with or
violation of the organizational documents of any such party or with or of any
law, rule, regulation, order or decree applicable to any such party or its
assets, and without any resulting default under or breach of any other agreement
or instrument by which any such party is bound or which is applicable to it or
its assets, (viii) the due authorization by all necessary action, and the due
execution and delivery, of the Mortgage Loan Purchase Agreement by the parties
thereto, (ix) except as expressly addressed in paragraph 1 below, the
constitution of the Mortgage Loan Purchase Agreement as the legal, valid and
binding obligation of each party thereto, enforceable against such party in
accordance with its terms, and (x) the absence of any other agreement that
supplements or otherwise modifies the intentions and agreements of the parties
to the Mortgage Loan Purchase Agreement, as expressed therein.

                 In delivering this opinion letter, we do not express any
opinions concerning the laws of any jurisdiction other than the laws of the
State of New York and, where expressly referred to below, the federal laws of
the United States of America (without regard to conflicts of law principles). In
addition, we do not express any opinion with respect to the tax, securities or

                                     M-1-48
<PAGE>   482
"doing business" laws of any particular jurisdiction or with respect to any
matter not expressly addressed below.

                 Our opinions set forth below with respect to the enforceability
of any agreement or any particular right or obligation under any agreement are
subject to: (1) general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing and the doctrine of estoppel; (2)
the possible unavailability of specific performance and injunctive relief,
regardless of whether considered in a proceeding in equity or at law; (3) the
effect of certain laws, rules, regulations and judicial and other decisions upon
the enforceability of (a) any provision that purports to waive (i) the
application of any federal, state or local statute, rule or regulation, (ii) the
application of any general principles of equity or (iii) the obligation of
diligence, (b) any provision that purports to grant any remedies that would not
otherwise be available at law, to restrict access to any particular legal or
equitable remedies, to make any rights or remedies cumulative and enforceable in
addition to any other right or remedy, to provide that the election of any
particular remedy does not preclude recourse to one or more other remedies, to
provide that the failure to exercise or the delay in exercising rights or
remedies will not operate as a waiver of such rights or remedies, to impose
penalties or forfeitures, or to provide for set-off in the absence of mutuality
between the parties, (c) any provision that purports to release, exculpate or
exempt a party from, or indemnify a party for, liability for any act or omission
on its part that constitutes negligence, recklessness or willful or unlawful
conduct, (d) any provision that purports to govern matters of civil procedure,
including any such provision that purports to establish evidentiary standards,
to waive objections to venue or forum, to confer subject matter jurisdiction on
any court that would not otherwise have such jurisdiction or to waive any right
to a jury trial, or (e) any provision that purports to render unenforceable any
modification, waiver or amendment that is not executed in writing, to sever any
provision of any agreement, to appoint any person or entity as the
attorney-in-fact of any other person or entity or to provide that any agreement
or any particular provision thereof is to be governed by or construed in
accordance with the laws of any jurisdiction other than the State of New York;
(4) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable
preference, fraudulent conveyance and transfer, moratorium and other similar
laws affecting the rights of creditors or secured parties generally; and (5)
public policy considerations underlying the securities laws, to the extent that
such public policy considerations limit the enforceability of any provision of
any agreement that purports or is construed to provide indemnification with
respect to securities law violations.

                 Based upon and subject to the foregoing, we are of the opinion
that:

                 1. The Mortgage Loan Purchase Agreement constitutes a valid,
legal and binding agreement of SBRC, enforceable against SBRC in accordance with
its terms.

                 2. The execution, delivery and performance of the Mortgage Loan
Purchase Agreement by SBRC will not conflict with or result in a violation of
any federal or State of New York statute or regulation generally applicable to
domestic corporations in connection with transactions of the type contemplated
by the Mortgage Loan Purchase Agreement.

                 The opinions expressed herein are being delivered to you as of
the date hereof, and we assume no obligation to advise you of any changes of law
or fact that may occur after the

                                     M-1-49
<PAGE>   483
date hereof, notwithstanding that such changes may affect the legal analysis or
conclusions contained herein. This opinion letter is being delivered solely for
your benefit in connection with the transactions contemplated by the Mortgage
Loan Purchase Agreement. Accordingly, it may not be quoted, filed with any
governmental authority or other regulatory agency or otherwise circulated or
utilized for any other purpose without our prior written consent.

                                             Very truly yours,



                                     M-1-50
<PAGE>   484
                                  EXHIBIT D-3C

                             FORM OF LETTER RELATING
                       TO DISCLOSURE FROM SIDLEY & AUSTIN,
                          SPECIAL COUNSEL TO THE SELLER



                                SIDLEY & AUSTIN

                A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS


       CHICAGO                 875 THIRD AVENUE               HONG KONG
                           NEW YORK, NEW YORK 10022
       DALLAS               TELEPHONE 212 906 2000              LONDON
                            FACSIMILE 212 906 2021
     LOS ANGELES                                               SHANGHAI

       SEATTLE                   FOUNDED 1866                 SINGAPORE

  WASHINGTON, D.C.                                              TOKYO



                                December 19, 2000

Salomon Brothers Mortgage                  Deutsche Bank Securities Inc.
   Securities VII, Inc.                    31 West 52nd Street, 3rd Floor
388 Greenwich Street                       New York, New York  10019
New York, New York  10013

Salomon Smith Barney Inc.                  J.P. Morgan Securities Inc.
388 Greenwich Street                       60 Wall Street
New York, New York  10013                  New York, New York  10260-0060

Greenwich Capital Markets, Inc.            ABN AMRO Bank N.V.
600 Steamboat Road                         135 South LaSalle Street
Greenwich, Connecticut  06830              Chicago, Illinois  60603

Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York  10017

          Re:      Salomon Brothers Mortgage Securities VII, Inc.
                   Commercial Mortgage Pass-Through Certificates, Series 2000-C3

Ladies and Gentlemen:

         We have acted as special counsel to Salomon Brothers Mortgage
Securities VII, Inc. (the "Depositor"), Salomon Brothers Realty Corp. ("SBRC"),
Greenwich Capital Financial Products, Inc. ("GCFP") and Artesia Mortgage Capital
Corporation ("AMCC") in connection with certain matters relating to the
following transactions (collectively, the "Transactions"):

         (i)      the sale by SBRC, and the purchase by the Depositor, of
     certain multifamily and commercial mortgage loans (the "SBRC Mortgage
     Loans"), pursuant to that certain Mortgage Loan Purchase Agreement, dated
     as of December 12, 2000 (the "SBRC Mortgage Loan Purchase Agreement"),
     between SBRC and the Depositor;

         (ii)     the sale by GCFP, and the purchase by the Depositor, of
     certain multifamily and commercial mortgage loans (the "GCFP Mortgage
     Loans"), pursuant to


                                     M-1-51
<PAGE>   485
SIDLEY & AUSTIN                                            NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 2

     that certain Mortgage Loan Purchase Agreement, dated as of December 12,
     2000 (the "GCFP Mortgage Loan Purchase Agreement"), between GCFP and the
     Depositor;

         (iii)    the sale by AMCC, and the purchase by the Depositor, of
     certain multifamily and commercial mortgage loans (the "AMCC Mortgage
     Loans"), pursuant to that certain Mortgage Loan Purchase Agreement, dated
     as of December 12, 2000 (the "AMCC Mortgage Loan Purchase Agreement"),
     between AMCC and the Depositor;

         (iv)     the sale by LaSalle Bank National Association ("LBNA"), and
     the purchase by the Depositor, of certain multifamily and commercial
     mortgage loans (the "LBNA Mortgage Loans"), pursuant to that certain
     Mortgage Loan Purchase Agreement, dated as of December 12, 2000 (the "LBNA
     Mortgage Loan Purchase Agreement"), between LBNA and the Depositor;

         (v)      the creation of a common law trust (the "Trust") and the
     issuance of an aggregate $914,661,061 Certificate Principal Balance of
     Commercial Mortgage Pass-Through Certificates, Series 2000-C3 (the
     "Certificates"), consisting of 18 classes designated Class A-1, Class A-2,
     Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class H,
     Class J, Class K, Class L, Class M, Class N, Class P, Class R and Class Y,
     pursuant to that certain Pooling and Servicing Agreement, dated as of
     December 1, 2000 (the "Pooling and Servicing Agreement"), among the
     Depositor as depositor, Midland Loan Services, Inc., as master servicer,
     Lennar Partners, Inc., as special servicer, Wells Fargo Bank Minnesota,
     N.A., as trustee (the "Trustee"), and LaSalle Bank National Association, as
     certificate administrator and tax administrator;

         (vi)     the conveyance of the SBRC Mortgage Loans, the GCFP Mortgage
     Loans, the AMCC Mortgage Loans and the LBNA Mortgage Loans (collectively,
     the "Mortgage Loans") by the Depositor to the Trust, pursuant to the
     Pooling and Servicing Agreement, in exchange for the issuance of the
     Certificates; and

         (vii)    the sale by the Depositor, and the purchase by Salomon Smith
     Barney Inc. ("SSBI"), Greenwich Capital Markets, Inc. ("Greenwich
     Capital"), Chase Securities Inc. ("Chase"), Deutsche Bank Securities Inc.
     ("Deutsche Bank"), J.P. Morgan Securities Inc. ("J.P. Morgan") and ABN AMRO
     Bank N.V. ("ABN AMRO"; and, together with SSBI, Greenwich Capital, Chase,
     Deutsche Bank and J.P. Morgan in such capacity, the "Underwriters"), of the
     Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class F
     Certificates (collectively, the "Publicly Offered Certificates"), pursuant
     to that


                                     M-1-52
<PAGE>   486
SIDLEY & AUSTIN                                                  NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 3

     certain Underwriting Agreement, dated as of December 12, 2000 (the
     "Underwriting Agreement"), between the Depositor and the Underwriters.

         The SBRC Mortgage Loan Purchase Agreement, the GCFP Mortgage Loan
Purchase Agreement, the AMCC Mortgage Loan Purchase Agreement and the LBNA
Mortgage Loan Purchase Agreement are collectively referred to herein as the
"Mortgage Loan Purchase Agreements". The Mortgage Loan Purchase Agreements, the
Pooling and Servicing Agreement, the Underwriting Agreement and the Certificate
Purchase Agreement are collectively referred to herein as the "Agreements".
Capitalized terms not defined herein have the respective meanings set forth in
the Pooling and Servicing Agreement and, to the extent not defined therein, in
the other Agreements.

         For the purposes of this letter, we have reviewed: the Agreements; the
Depositor's registration statement on Form S-3 (No. 333-40426) (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"); the
Prospectus, dated December 12, 2000, relating to publicly offered mortgage
pass-through certificates evidencing interests in trust funds established by the
Depositor (the "Basic Prospectus"); and the Prospectus Supplement, dated
December 12, 2000, specifically relating to the Trust and the Publicly Offered
Certificates (including all exhibits and annexes thereto, the "Prospectus
Supplement"; and, together with the Basic Prospectus, the "Prospectus"). In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents and records as we have
deemed relevant or necessary as the basis for the statements made in this
letter; we have obtained such certificates from and made such inquiries of
officers and representatives of the respective parties to the Agreements and
public officials as we have deemed relevant or necessary as the basis for the
statements made in this letter; and we have relied upon, and assumed the
accuracy of, such other documents and records, such certificates and the
statements made in response to such inquiries, with respect to the factual
matters upon which the statements made in this letter are based. We have also
assumed (i) the truthfulness and accuracy of each of the representations and
warranties as to factual matters contained in the Agreements, (ii) the legal
capacity of natural persons, (iii) the genuineness of all signatures, (iv) the
authenticity of all documents submitted to us as originals, (v) the conformity
to authentic originals of all documents submitted to us as certified, conformed
or photostatic copies, (vi) the due authorization by all necessary action, and
the due execution and delivery, of the Agreements by the parties thereto, (vii)
the constitution of each of the Agreements as the legal, valid and binding
obligation of each party thereto, enforceable against such party in accordance
with its terms, (viii) compliance with the Agreements by the

                                     M-1-53
<PAGE>   487

SIDLEY & AUSTIN                                                     NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 4

parties thereto, (ix) the conformity, to the requirements of the Pooling and
Servicing Agreement and the respective Mortgage Loan Purchase Agreements, of the
Mortgage Notes, the Mortgages and the other documents relating to the Mortgage
Loans delivered to the Trustee by, on behalf of or at the direction of the
Depositor, SBRC, GCFP, AMCC and LBNA, (x) the conformity of the text of each
document filed with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval System to the printed documents reviewed by
us, and (xi) the absence of any agreement that supplements or otherwise modifies
the intentions and agreements of the parties to the Agreements, as expressed
therein. In rendering this letter, we do not make any statement concerning the
laws of any jurisdiction other than the federal laws of the United States of
America.

         In the course of acting as special counsel to the Depositor, SBRC, GCFP
and AMCC in connection with the preparation of the Prospectus, we have generally
reviewed and discussed with certain representatives of the Depositor, SBRC,
GCFP, AMCC, LBNA, SSBI, Greenwich Capital and the other parties to the
Agreements and their respective counsel (in addition to us) the information set
forth in the Prospectus, other than any documents or information incorporated by
reference in either the Prospectus or the Memorandum. In addition, we have
reviewed loan summaries delivered to us by SBRC, GCFP and AMCC with respect to
the SBRC Mortgage Loans, the GCFP Mortgage Loans and the AMCC Mortgage Loans,
respectively; and we have undertaken a limited review of copies of certain
environmental insurance policies and other selected Mortgage Loan documents with
respect to certain SBRC Mortgage Loans, GCFP Mortgage Loans and AMCC Mortgage
Loans. While we have not otherwise made any independent check or verification
of, and do not assume any responsibility for, the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus, on the basis of the foregoing, nothing has come to our attention
that causes us to believe that the Registration Statement, as of its effective
date, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or that the Prospectus, as of the date of the Prospectus
Supplement or as of the date hereof, contained or contains any untrue statement
of a material fact or omitted or omits to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, except that we make no statement as to: (i) any
accounting, financial or statistical data or other information of that nature
contained in or omitted from the Registration Statement or the Prospectus; (ii)
any documents or information incorporated by reference in the Registration
Statement or the Prospectus; (iii) any information on the diskette that
accompanies the Prospectus; or (iv) any information with respect to the
characteristics of the LBNA Mortgage

                                     M-1-54
<PAGE>   488

SIDLEY & AUSTIN                                                     NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 5

Loans, the related Borrowers and/or the related Mortgaged Properties contained
in or omitted from the Prospectus. In that connection, we advise you that we
have, as to materiality, relied to the extent we deemed appropriate upon the
judgment of officers and representatives of the Depositor, SBRC, GCFP and AMCC.
In addition, in that connection, we call to your attention that, with your
knowledge and consent, except as stated above, we have not examined or otherwise
reviewed any of the Mortgage Files, Servicing Files or any particular documents
contained in such files or any other documents with respect to the Mortgage
Loans.

         When used in this letter, the term "attention" or any other word or
phrase of similar import means the conscious awareness of facts or other
information of solely those attorneys who are currently practicing law with
Sidley & Austin and have been actively involved in representing the Depositor,
SBRC, GCFP and AMCC in connection with any matters relating to the Transactions.
With your permission, no attempt was made by such attorneys to gather
information from any other attorneys currently practicing law with Sidley &
Austin that may have represented the Depositor, SBRC, GCFP, AMCC or any of their
respective affiliates in other matters or to review any files associated with
those matters.

         This letter is being delivered to you as of the date hereof, and we
assume no obligation to advise you of any changes of law or fact that may occur
after the date hereof, notwithstanding that such changes may affect the
statements made herein. This letter is solely for your benefit in connection
with the Transactions and may not be relied on in any manner for any other
purpose or by any other person or transmitted to any other person without our
prior consent.

                                         Very truly yours,


                                     M-1-55
<PAGE>   489
                                    EXHIBIT E
                     ORGANIZATIONAL DOCUMENTS OF THE SELLER




                                     M-1-56
<PAGE>   490
                                   EXHIBIT M-2

                       FORM OF GCFP MORTGAGE LOAN PURCHASE
                                    AGREEMENT
<PAGE>   491
                        MORTGAGE LOAN PURCHASE AGREEMENT

                 This Mortgage Loan Purchase Agreement (this "Agreement"), is
dated and effective as of December 12, 2000, between Greenwich Capital Financial
Products, Inc., a Delaware ("GCFP"), as seller (in such capacity, together with
its successors and permitted assigns hereunder, the "Seller"), and Salomon
Brothers Mortgage Securities VII, Inc., a Delaware corporation ("SBMS VII"), as
purchaser (in such capacity, together with its successors and permitted assigns
hereunder, the "Purchaser").

                                    RECITALS

                 GCFP desires to sell, assign, transfer and otherwise convey to
SBMS VII, without recourse, and SBMS VII desires to purchase, subject to the
terms and conditions set forth herein, the multifamily and commercial mortgage
loans (the "Mortgage Loans") identified on the schedule annexed hereto as
Exhibit A (the "Mortgage Loan Schedule"), as such schedule may be amended from
time to time pursuant to the terms hereof.

                 SBMS VII intends to create a trust (the "Trust"), the primary
assets of which will be the Mortgage Loans, certain other multifamily and
commercial mortgage loans (the "Other Loans"; and, together with the Mortgage
Loans, the "Securitized Loans"). Beneficial ownership of the assets of the Trust
(such assets collectively, the "Trust Fund") will be evidenced by a series of
mortgage pass-through certificates (the "Certificates"). Certain classes of the
Certificates will be rated by Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc. (together,
the "Rating Agencies"). Certain classes of the Certificates (the "Registered
Certificates") will be subject to registration under the Securities Act of 1933,
as amended (the "Securities Act"). The Trust will be created and the
Certificates will be issued pursuant to a pooling and servicing agreement to be
dated as of December 1, 2000 (the "Pooling and Servicing Agreement"), among SBMS
VII, as depositor, Midland Loan Services, Inc., as master servicer (the "Master
Servicer"), Lennar Partners, Inc., as special servicer ( "Special Servicer"),
and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). Capitalized
terms used but not otherwise defined herein have the respective meanings
assigned to them in the Pooling and Servicing Agreement as in full force and
effect on the Closing Date (as defined in Section 1 hereof). It is anticipated
that SBMS VII will transfer the Mortgage Loans to the Trust contemporaneously
with its purchase of the Mortgage Loans hereunder.

                 The Depositor will acquire some of the Other Loans from Salomon
Brothers Realty Corp. ("SBRC"), some of the Other Loans from LaSalle Bank
National Association ("LaSalle"), and the remaining Other Loans from Artesia
Mortgage Capital Corporation ("AMCC"; and, collectively with SBRC and LaSalle,
the "Other Loan Sellers").

                 SBMS VII intends to sell the Registered Certificates to Salomon
Smith Barney Inc. ("SSBI"), Greenwich Capital Markets, Inc. ("Greenwich
Capital"), Chase Securities Inc. ("Chase"), Deutsche Bank Securities Inc.
("Deutsche Bank"), J.P. Morgan Securities Inc. ("J.P. Morgan") and ABN AMRO Bank
N.V. ("ABN AMRO"), pursuant to an underwriting


                                     M-2-2
<PAGE>   492
agreement, dated as of the date hereof (the "Underwriting Agreement"), among
SBMS VII, SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan and ABN
AMRO; and SBMS VII intends to sell the remaining Certificates (the
"Non-Registered Certificates") to SSBI and Greenwich Capital, pursuant to a
certificate purchase agreement, dated as of the date hereof (the "Certificate
Purchase Agreement"), among SBMS VII, SSBI and Greenwich Capital. The Registered
Certificates are more fully described in the prospectus dated December 12, 2000
(the "Basic Prospectus"); and the supplement to the Basic Prospectus dated
December 12, 2000 (the "Prospectus Supplement"; and, together with the Basic
Prospectus, the "Prospectus"), as each may be amended or supplemented any time
hereafter. Certain classes of the Non-Registered Certificates are more fully
described in the private placement memorandum dated December 12, 2000 (the
"Memorandum"), as it may be amended or supplemented at any time hereafter.

                 GCFP will indemnify SBMS VII, SSBI, Greenwich Capital, Chase,
Deutsche Bank, J.P. Morgan, ABN AMRO and certain related parties with respect to
the disclosure regarding the Mortgage Loans and GCFP contained in the
Prospectus, the Memorandum and certain other disclosure documents and offering
materials relating to the Certificates, pursuant to an indemnification agreement
dated as of the date hereof (the "Indemnification Agreement"), among GCFP, SBMS
VII, SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan and ABN AMRO.

                 Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

                 SECTION 1. Agreement to Purchase.

                 The Seller agrees to sell, assign, transfer and otherwise
convey (without recourse) to the Purchaser, and the Purchaser agrees to
purchase, subject to the terms and conditions set forth herein, the Mortgage
Loans. The purchase and sale of the Mortgage Loans shall take place on December
19, 2000 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). As of the close of business on their respective due
dates in December 2000 (individually, on a loan-by-loan basis, and collectively,
the "Cut-off Date"), the Mortgage Loans will have an aggregate principal
balance, after application of all payments of principal due on the Mortgage
Loans on or before such date, whether or not received, of $337,444,107, subject
to a variance of plus or minus 5%. The purchase price for the Mortgage Loans
shall be $___________, together with accrued interest on the Mortgage Loans at
their respective Net Mortgage Rates from and including the Cut-off Date to but
not including the Closing Date, and shall be paid to the Seller by wire transfer
in immediately available funds on the Closing Date (or by such other method as
shall be mutually acceptable to the parties hereto).

                 SECTION 2. Conveyance of the Mortgage Loans.

                 (a) Effective as of the Closing Date, subject only to its
receipt and acceptance of the purchase price referred to in Section 1 hereof,
the Seller does hereby transfer, assign, set over and otherwise convey to the
Purchaser, without recourse but subject to the terms of this Agreement, all the
right, title and interest of the Seller in and to the Mortgage Loans identified
on the Mortgage Loan Schedule as of such date, including, without limitation,
all of the Seller's right, title and interest in and to the proceeds of any
related title, hazard or other insurance

                                     M-2-3
<PAGE>   493
policies received by the Seller on or with respect to the Mortgage Loans after
the Cut-off Date and any Additional Collateral. The Seller shall, within 15 days
of the discovery of an error on the Mortgage Loan Schedule, amend the Mortgage
Loan Schedule and deliver to the Purchaser or its designee an amended Mortgage
Loan Schedule. The Mortgage Loan Schedule, as it may be amended, shall conform
to the requirements set forth in this Agreement.

                 (b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong to the Seller).

                 (c) On or before the Closing Date, the Seller shall, at its
expense, deliver or cause to be delivered to the Purchaser or its designee the
Mortgage File and any Additional Collateral (other than reserve funds and escrow
payments) with respect to each Mortgage Loan. Unless the Purchaser notifies the
Seller in writing to the contrary, the designated recipient of the items
described in the preceding sentence shall be the Trustee.

                 If the Seller cannot deliver on the Closing Date any original
or certified recorded document or original policy of title insurance which is to
be delivered as part of the related Mortgage File, solely because the Seller is
delayed in making such delivery by reason of the fact that such original or
certified recorded document has not been returned by the appropriate recording
office or such original policy of title insurance has not yet been issued, then
the Seller shall notify the Purchaser, in writing, of such delay (unless the
Trustee shall have provided the Purchaser with an exception report indicating
such delay), and the Seller shall deliver such documents to the Purchaser or its
designee promptly upon the Seller's receipt thereof.

                 In addition, unless previously delivered by the Seller to the
Purchaser or its designee, the Seller shall, at its expense, deliver to and
deposit with, or cause to be delivered to and deposited with, the Purchaser or
its designee, the following items, within 10 days following the Closing Date
(or, if any of the following items are not in the actual possession of the
Seller, within 30 days following the Closing Date): (i) copies of the Mortgage
Files for the respective Mortgage Loans; (ii) originals or copies of all
financial statements, appraisals, environmental/engineering reports, leases,
rent rolls and tenant estoppels in the possession or under the control of the
Seller that relate to the Mortgage Loans and, to the extent they are not
required to be a part of a Mortgage File in accordance with the definition
thereof, originals or copies of all documents, certificates and opinions in the
possession or under the control of the Seller that were delivered by or on
behalf of the related Borrowers in connection with the origination of the
Mortgage Loans and that are necessary for the ongoing servicing and
administration of the Mortgage Loans; and (iii) all unapplied reserve funds and
escrow payments in the possession or under the control of the Seller that relate
to the Mortgage Loans, other than those that are to be retained by a
sub-servicer or primary servicer that will continue to act on behalf of the
Purchaser. Unless the Purchaser notifies the Seller in writing to the contrary,
the designated recipient of the items described in clauses (i) - (iii) of the
preceding sentence shall be the Master Servicer.


                                     M-2-4
<PAGE>   494
                 The Seller shall also provide to the Purchaser or its designee
the initial data on the Mortgage Loans (as of the Closing Date or the most
recent earlier date for which such date is available) contemplated by the Loan
Set-up File, the Loan Periodic Update File, the Operating Statement Analysis
Report and the Property File.

                 (d) The Seller shall be responsible for all reasonable costs
and expenses associated with recording and/or filing any and all assignments and
other instruments of transfer to the Purchaser with respect to the Mortgage
Loans that are required to be recorded or filed, as the case may be, under the
Pooling and Servicing Agreement; provided that the Seller shall not be
responsible for actually recording or filing any such assignments or other
instruments of transfer. If any such assignment or other instrument of transfer
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, and the Seller receives notice to such effect from the Purchaser
or its designee, then the Seller shall prepare or cause the preparation of a
substitute therefor or cure such defect, as the case may be. The Seller shall
provide the Purchaser or its designee with a power of attorney to enable it or
them to record any loan documents that the Purchaser has been unable to record.

                 (e) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller shall report its transfer of the
Mortgage Loans to the Purchaser, as provided herein, as a sale of those assets
to the Purchaser in exchange for the consideration specified in Section 1
hereof. In connection with the foregoing, the Seller shall cause all of its
records to reflect such transfer as a sale (as opposed to a secured loan) and to
reflect that the Mortgage Loans are no longer property of the Seller.

                 (f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.

                 SECTION 3. Examination of Mortgage Loan Files and Due Diligence
                            Review.

                 The Seller shall reasonably cooperate with any examination of
the Mortgage Files for, and any other documents and records relating to, the
Mortgage Loans, that may be undertaken by or on behalf of the Purchaser. The
fact that the Purchaser has conducted or has failed to conduct any partial or
complete examination of any of the Mortgage Files for, and/or any of such other
documents and records relating to, the Mortgage Loans, shall not affect the
Purchaser's right to pursue any remedy available in equity or at law for a
breach of the Seller's representations and warranties made pursuant to Section
4, except as such remedies are otherwise limited by the terms of this Agreement.

                 SECTION 4. Representations, Warranties and Covenants of the
                            Seller.

                 (a) The Seller hereby makes, as of the Closing Date, to and for
the benefit of the Purchaser, each of the representations and warranties set
forth in Exhibit B.


                                     M-2-5
<PAGE>   495
                 (b) The Seller hereby makes, as of the Closing Date (or as of
such other date specifically provided in the particular representation or
warranty) to and for the benefit of the Purchaser, each of the representations
and warranties set forth in Exhibit C.

                 (c) It is understood and agreed that the representations and
warranties set forth in this Section 4 shall survive delivery of the respective
Mortgage Files to the Purchaser or its designee and shall inure to the benefit
of the Purchaser for so long as any of the Mortgage Loans remains outstanding,
notwithstanding any restrictive or qualified endorsement or assignment.

       SECTION 4A. Representations, Warranties and Covenants of Purchaser.

       The Purchaser hereby represents and warrants, as of the Closing Date,
that:

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

                 (d) The Purchaser 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.

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

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

                 (g) The Purchaser 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
Purchaser's good faith and reasonable judgment, is likely to affect materially
and adversely either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.

                 (h) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the Purchaser
from entering into this Agreement or, in the Purchaser's good faith and
reasonable judgment, is likely to materially and

                                     M-2-6
<PAGE>   496
adversely affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Seller.

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

                 SECTION 5. Notice of Breach; Cure, Repurchase and Substitution.

                 (a) Within 90 days of the earlier of discovery or receipt of
notice by the Seller that there has been a Material Breach or a Material
Document Defect, the Seller shall, subject to subsection (b) below, (i) cure
such Material Breach or Material Document Defect, as the case may be, in all
material respects or (ii) repurchase each affected Mortgage Loan (each, a
"Defective Mortgage Loan") at the related Purchase Price provided for in the
Pooling and Servicing Agreement, which Purchase Price shall be deposited or
delivered in accordance with the directions of the Purchaser; provided that if
(i) any such Material Breach or Material Document Defect, as the case may be,
does not affect whether the Defective Mortgage Loan was, is or will continue to
be, a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code
(a "Qualified Mortgage"), (ii) such Material Breach or Material Document Defect,
as the case may be, is capable of being cured but not within such 90-day period,
(iii) the Seller has commenced and is diligently proceeding with the cure of
such Material Breach or Material Document Defect, as the case may be, within
such 90-day period, and (iv) the Seller shall have delivered to the Purchaser a
certification executed on behalf of the Seller by an officer thereof setting
forth the reason that such Material Breach or Material Document Defect, as the
case may be, is not capable of being cured within the initial 90-day period and
what actions the Seller is pursuing in connection with the cure thereof and
stating that the Seller anticipates that such Material Breach or Material
Document Defect, as the case may be, will be cured within an additional period
not to exceed 90 more days, then the Seller shall have an additional 90 days to
complete such cure or, failing such, to repurchase the Defective Mortgage Loan.
Any such repurchase of a Defective Mortgage Loan shall be on a whole loan,
servicing released basis (subject to any right of a Designated Sub-Servicer to
continue to sub-service such Defective Mortgage Loan as set forth in the related
Designated Sub-Servicer Agreement). The Seller shall have no obligation to
monitor the Mortgage Loans regarding the existence of a Material Breach or a
Material Document Defect, but if the Seller has actual knowledge of a Material
Breach or Material Document Defect with respect to a Mortgage Loan, it will
notify the Purchaser.

                 If one or more (but not all) of the Mortgage Loans constituting
a Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by this Section 5(a), then, prior to the subject repurchase, the Purchaser or
its designee shall use reasonable efforts, subject to the terms of the related
Mortgage Loans, to prepare and, to the extent necessary and appropriate, have
executed by the related Borrower and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly

                                     M-2-7
<PAGE>   497
corresponding thereto; provided that no such termination shall be effected
unless and until the Purchaser and its servicing agent has received from the
Seller: (i) an Opinion of Counsel to the effect that such termination will not
cause an Adverse REMIC Event to occur with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool and (ii)
written confirmation from each Rating Agency that such termination will not
cause an Adverse Rating Event to occur with respect to any Class of Rated
Certificates; and provided, further, that the Seller may, at its option,
purchase the entire subject Cross-Collateralized Group in lieu of terminating
the cross-collateralization. All costs and expenses incurred by the Purchaser or
its designee pursuant to this paragraph shall be included in the calculation of
Purchase Price for the Mortgage Loan(s) to be repurchased. If the
cross-collateralization of any Cross-Collateralized Group cannot be terminated
as contemplated by this paragraph, then, for purposes of (i) determining whether
any Breach or Document Defect is a Material Breach or Material Document Defect,
as the case may be, and (ii) the application of remedies, such
Cross-Collateralized Group shall be treated as a single Mortgage Loan.

                 If any Defective Mortgage Loan is to be repurchased as
contemplated by this Section 5(a), the Seller shall amend the Mortgage Loan
Schedule to reflect the removal of the Defective Mortgage Loan and shall forward
such amended schedule to the Purchaser.

                 It is understood and agreed that the obligations of the Seller
set forth in this Section 5(a) to cure a Material Breach or a Material Document
Defect or repurchase the related Defective Mortgage Loan(s), constitute the sole
remedies available to the Purchaser with respect to a Breach or Document Defect.

                 (b) It shall be a condition to any repurchase of a Defective
Mortgage Loan by the Seller pursuant to Section 5(a) that (i) the Purchaser
shall have executed and delivered such instruments of transfer or assignment
then presented to it by the Seller, in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Defective Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto), to the extent that such
ownership interest was transferred to the Purchaser hereunder and (ii) the
Purchaser or its assignee shall release or cause the release to the Seller or
its designee of the Mortgage File, any Additional Collateral, all insurance
policies and proceeds thereunder, the Servicing File and any Escrow Payments
and/or Reserve Funds held by or on behalf of the Purchaser (or its assignee)
with respect to such Mortgage Loan.

                 SECTION 6. Closing.

                 (a) The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley & Austin, 875 Third Avenue,
New York, New York 10022 at 10:00 a.m., New York City time, on the Closing Date.

                 (b) The Closing shall be subject to each of the following
       conditions:

                 (a) All of the representations and warranties of the Seller
       made pursuant to Section 4 of this Agreement shall be true and correct in
       all material respects as of the Closing Date or such other date as
       specified in Exhibit C;

                                     M-2-8
<PAGE>   498
                 (b) All documents specified in Section 7 of this Agreement
       (the "Closing Documents"), in such forms as are reasonably acceptable to
       the Purchaser and, in the case of the Pooling and Servicing Agreement
       (insofar as it affects the obligations of the Seller hereunder), to the
       Seller, shall be duly executed and delivered by all signatories as
       required pursuant to the respective terms thereof;

                 (c) The Seller shall have delivered and released to the
       Purchaser or its designee, all documents and funds required to be so
       delivered pursuant to Section 2 of this Agreement;

                 (d) All other terms and conditions of this Agreement required
       to be complied with by the Seller and the Purchaser, including, without
       limitation, in the case of the Purchaser, payment of the purchase price,
       on or before the Closing Date shall have been complied with, and the
       Seller shall have the ability to comply with all terms and conditions and
       perform all duties and obligations required to be complied with or
       performed after the Closing Date;

                 (e) The Seller shall have paid all fees, costs and expenses
       payable by it to the Purchaser or otherwise pursuant to this Agreement;
       and

                 (f) Neither the Underwriting Agreement nor the Certificate
       Purchase Agreement shall have been terminated in accordance with its
       terms.

                 (c) Both parties agree to use their best efforts to perform
their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.

                 SECTION 7. Closing Documents.

                 The Closing Documents shall consist of the following:

                 (a) this Agreement duly executed and delivered by the Purchaser
and the Seller;

                 (b) the Indemnification Agreement duly executed and delivered
by the Seller, the Purchaser and each of SSBI, Greenwich Capital, Chase,
Deutsche Bank, J.P. Morgan and ABN AMRO;

                 (c) the Pooling and Servicing Agreement duly executed and
delivered by SBMS VII, the Master Servicer, the Special Servicer and the
Trustee;

                 (d) an Officer's Certificate substantially in the form of
Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the
Seller, in his or her individual capacity, and dated the Closing Date, and upon
which the Purchaser, SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan,
ABN AMRO and the Rating Agencies (collectively, the "Interested Parties") may
rely, attaching thereto as exhibits the organizational documents of the Seller,
as in full force and effect on the date hereof, and the Resolutions described in
clause(g) below;

                                     M-2-9
<PAGE>   499
                 (e) a certificate of good standing with respect to the Seller
issued by the Secretary of State of the State of New York dated not earlier than
10 days prior to the Closing Date;

                 (f) a certificate of the Seller substantially in the form of
Exhibit D-2 hereto, executed by an executive officer or authorized signatory of
the Seller and dated the Closing Date, and upon which the Interested Parties may
rely;

                 (g) resolutions of the Seller authorizing the transactions
contemplated by this Agreement, which resolutions will be in full force and
effect, and will not have been rescinded, as of the Closing Date;

                 (h) a written opinion of counsel for the Seller, which may be
delivered by in-house counsel, substantially in the form of Exhibit D-3A hereto
(with any modifications required by any Rating Agency, and subject to such
reasonable assumptions, qualifications and limitations as may be requested by
counsel for the Seller and acceptable to counsel for the Purchaser), dated the
Closing Date and addressed to the Purchaser, each of the other parties to the
Pooling and Servicing Agreement and each of the other Interested Parties;

                 (i) a written opinion of Sidley & Austin, as special counsel
for the Seller, substantially in the form of Exhibit D-3B hereto (with any
modifications required by any Rating Agency, and subject to such reasonable
assumptions, qualifications and limitations as may be requested by counsel for
the Seller and acceptable to counsel for the Purchaser), dated the Closing Date
and addressed to the Purchaser, each of the other parties to the Pooling and
Servicing Agreement and each of the other Interested Parties;

                 (j) such other written opinions as may be required by either
Rating Agency (including, without limitation, a favorable opinion as to the
"true sale" characterization of the transfer of the Mortgage Loans contemplated
by this Agreement);

                 (k) a written letter of Sidley & Austin, as special counsel to
the Seller, substantially in the Form of Exhibit D-3C, relating to the
disclosure in the Prospectus regarding the Mortgage Loans and GCFP, dated the
Closing Date and addressed to the Purchaser and each of the other Interested
Parties (except for the Rating Agencies);

                 (l) one or more accountants' comfort letters, addressed, and in
form and substance reasonably acceptable, to SSBI, Greenwich Capital, Chase,
Deutsche Bank, J.P. Morgan and ABN AMRO, relating to the information regarding
the Mortgage Loans contained in the Prospectus and Memorandum that is of a
statistical nature; and

                 SECTION 8. Costs.

                 Any costs and expenses incurred by either party hereto in
connection with the transactions contemplated hereunder shall be borne by the
parties in accordance with the terms of that certain Term Sheet, dated October
20, 2000 (the "Term Sheet"), between the Seller, Salomon Brothers Realty Corp.,
LaSalle Bank National Association and Artesia Mortgage Capital Corporation.

                                     M-2-10
<PAGE>   500
                 SECTION 9. Notices.

                 All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to the Purchaser at 388 Greenwich Street, New
York, New York 10013, attention: Angela Hutzel, facsimile no.: 212-816-8306, or
to such other address or facsimile number as may hereafter be furnished to the
Seller in writing by the Purchaser; and, if to the Seller, addressed to the
Seller at 600 Steamboat Road, Greenwich, Connecticut 06830, attention: Mark
Jarrell, facsimile no.: 203-618-2134, or to such other address or facsimile
number as may hereafter be furnished to the Purchaser in writing by the Seller.

                 SECTION 10. Characterization.

                 The parties hereto agree that it is their express intent that
the conveyance contemplated by this Agreement be, and be treated for all
purposes as, a sale by the Seller of all the Seller's right, title and interest
in and to the Mortgage Loans. The parties hereto further agree that it is not
their intention that such conveyance be deemed a pledge of the Mortgage Loans by
the Seller to secure a debt or other obligation of the Seller. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Loans are
held to continue to be property of the Seller, then: (a) this Agreement shall be
deemed to be a security agreement under applicable law; (b) the transfer of the
Mortgage Loans provided for herein shall be deemed to be a grant by the Seller
to the Purchaser of a first priority security interest in all of the Seller's
right, title and interest in and to the Mortgage Loans and all amounts payable
to the holder(s) of those assets in accordance with the terms thereof (other
than scheduled payments of interest and principal due on or before the Cut-off
Date) and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property; (c) the
assignment by SBMS VII to the Trustee of its interests in the Mortgage Loans as
contemplated by Section 16 hereof shall be deemed to be an assignment of any
security interest created hereunder; (d) the possession by the Purchaser or any
successor thereto of the related Mortgage Notes and such other items of property
as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction; and
(e) notifications to, and acknowledgments, receipts or confirmations from,
persons or entities holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser or any successor thereto for
the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement.

                 SECTION 11. Representations, Warranties and Agreements to
                             Survive Delivery.


                                     M-2-11
<PAGE>   501
                 All representations, warranties and agreements contained in
this Agreement, incorporated herein by reference or contained in the
certificates of officers of the Seller submitted pursuant hereto, shall remain
operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Seller to the Purchaser.

                 SECTION 12. Severability of Provisions.

                 Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or which is held to be void or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

                 SECTION 13. Counterparts.

                 This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

                 SECTION 14. GOVERNING LAW.

                 THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
LAWS AND DECISIONS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES). THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

                 SECTION 15. Further Assurances.

                 The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.

                 SECTION 16. Successors and Assigns.

                 The rights and obligations of the Seller under this Agreement
shall not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. In connection with its transfer of the
Mortgage Loans to the Trust as

                                     M-2-12
<PAGE>   502
contemplated by the recitals hereto, SBMS VII is expressly authorized to assign
it rights and obligations under this Agreement, in whole or in part, to the
Trustee for the benefit of the registered holders and beneficial owners of the
Certificates. To the extent of any such assignment, the Trustee (including
acting through the Master Servicer and Special Servicer pursuant to the terms of
the Pooling and Servicing Agreement), for the benefit of the registered holders
and beneficial owners of the Certificates, shall be the Purchaser hereunder. In
connection with the transfer of any Mortgage Loan by the Trust as contemplated
by the terms of the Pooling and Servicing Agreement, the Trustee, for the
benefit of the registered holders and beneficial owners of the Certificates, is
expressly authorized to assign its rights and obligations under this Agreement,
in whole or in part, to the transferee of such Mortgage Loan. To the extent of
any such assignment, such transferee shall be the Purchaser hereunder (but
solely with respect to such Mortgage Loan that was transferred to it). Subject
to the foregoing, this Agreement shall bind and inure to the benefit of and be
enforceable by the Seller and the Purchaser, and their respective successors and
permitted assigns.

                 SECTION 17. Amendments.

                 (a) No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a duly
authorized officer of the party against whom such waiver or modification is
sought to be enforced.

                 (b) Notwithstanding any contrary provision of this Agreement or
the Pooling and Servicing Agreement, no amendment of the Pooling and Servicing
Agreement executed after the Closing Date that increases the obligations of or
otherwise adversely affects the Seller, shall be effective against the Seller.

                 SECTION 18. Entire Agreement.

                 Except as otherwise expressly contemplated hereby, this
Agreement constitutes the entire agreement and understanding of the parties with
respect to the matters addressed herein, and this Agreement supersedes any prior
agreements and/or understandings, written or oral, with respect to such matters.

                            [SIGNATURE PAGE FOLLOWS]



                                     M-2-13
<PAGE>   503
                 IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed hereto by their respective duly authorized officers as
of the date first above written.


                                      GREENWICH CAPITAL FINANCIAL
                                      PRODUCTS, INC.


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

                                      SALOMON BROTHERS MORTGAGE
                                      SECURITIES VII, INC.


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




                                     M-2-14
<PAGE>   504
                                   EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                            [See Attached Schedule}






                                     M-2-15
<PAGE>   505
<TABLE>
<CAPTION>
CONTROL     LOAN      ORIGI-  LOAN / PROPERTY                 PROPERTY                CITY            STATE  ZIP    PROPERTY   PROP
NUMBER     NUMBER     NATOR        NAME                       ADDRESS                                        CODE      SIZE    ERTY
                                                                                                                               SIZE
                                                                                                                               UNIT
                                                                                                                               TYPE
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                         <C>                       <C>               <C>    <C>    <C>       <C>
  104    03-0812051     GCM   Westland Meadows            30600 Van Born Road       Westland            MI   48186       774   Pads

  105    03-0810413     GCM   Stonegate One               15050 Conference          Chantilly           VA   20151   142,477    SF
                                                          Center Drive
  111    03-0810092     GCM   Granite State Marketplace   1328 Hooksett Road        Hooksett            NH   03106   249,621    SF
  112    11483          GCM   Pacific Plaza               1375 Sutter Street        San Francisco       CA   94109    81,551    SF
  116    03-0812601     GCM   Webster Building            51 N Street, N.E.         Washington          DC   20002   136,270    SF
  120    03-0810405     GCM   801 Boylston Street         801 Boylston Street       Boston              MA   02164    26,834    SF

  122    03-0810402     GCM   Simchik Four Property
                              Portfolio                                                                               93,250    SF
  122a   03-0810402a    GCM   100 Market Street           100 Market Street         Portsmouth          NH   03801    50,674    SF
  122b   03-0810402b    GCM   9 Executive Park Drive      9 Executive Park Drive    Merrimack           NH   03054    27,325    SF
  122c   03-0810402c    GCM   1255 South Willow Street    1255 South Willow         Manchester          NH   03103     7,820    SF
                                                          Street
  122d   03-0810402d    GCM   135 Daniel Webster          135 Daniel Webster        Manchester          NH   03104     7,431    SF
                              Highway                     Highway

  123    03-0810401     GCM   Four Points Hotel by        426 Main Avenue           Norwalk             CT   06851       127  Rooms
                              Sheraton
  129    11312          GCM   Burlington Self Storage     35 Ray Avenue             Burlington          MA   01803    88,430    SF
  130    11358          GCM   Boynton Plaza               133 North Congress
                                                          Avenue                    Boynton Beach       FL   33426    97,524    SF
  132    10511          GCM   Garden Ridge                6103 Landmark Center
                                                          Boulevard                 Greensboro          NC   27407   122,400    SF
  133    2010092        GCM   300 West Pratt Street       300 West Pratt Street     Baltimore           MD   21201    60,323    SF

  134    2010093        GCM   The GTE Building            200 West Ocean
                                                          Boulevard                 Long Beach          CA   90802   107,920    SF
  135    2010096        GCM   Hamlin Court                930 & 940 Hamlin Court    Sunnyvale           CA   94089    42,868    SF
  138    03-0810219     GCM   Michael's Plaza             10303-10351,10355 &
                                                          10357
                                                          Magnolia Avenue           Riverside           CA   92505    67,788    SF

  139    03-0810404     GCM   Mountain Vista Apartments
                              & Cibola Village
                                                                                                                         348  Units
  139a   03-0810404a    GCM   Mountain Vista Apartments   13110 Constitution
                                                          Boulevard and
                                                          1501 Tramway Boulevard
                                                          N.E.                      Albuquerque         NM   87111       220  Units

  139b   03-0810404b    GCM   Cibola Village              12400 Montgomery
                                                          Boulevard, N.E.           Albuquerque         NM   87112       128  Units

  141    03-0812040     GCM   300 West Hubbard Street     300 West Hubbard Street   Chicago             IL   60610    26,054    SF
                              Building

  142    03-0812041     GCM   445 North Wells Street      445 North Wells Street    Chicago             IL   60610    31,226    SF
                              Building
  143    03-0810224     GCM   Miracle Mile Business       1310 West Miracle Mile    Tucson              AZ   85705   116,391    SF
                              Center
  144    03-0810256     GCM   Folsom Self-Storage         600 Nesmith Court         Folsom              CA   95630   117,200    SF

  147    03-0810259     GCM   Northpointe Shopping        4230-4354 Redondo
                                                          Beach Boulevard
                                                          & 17204-17270
                                                          Hawthorne Boulevard       Torrance            CA   90504    51,621    SF

  148    03-0810406     GCM   2 Willow Street             2 Willow Street           Southborough        MA   01745    39,984    SF

  150    9.911E+09      GCM   Calaveras Landing           30057-81 Industrial
                              Shopping Center             Parkway SW                Union City          CA   94358    64,956    SF

  151    1010091        GCM   Healtheon                   4600 Patrick Henry
                                                          Drive                     Santa Clara         CA   95054    49,837    SF
  152    03-0812028     GCM   444 North Wells Street      444 North Wells Street    Chicago             IL   60610    58,451    SF
                              Building
  153    03-0810239     GCM   1600 Corporate Center       1600 Corporate Center
                              Drive                       Drive                     Monterey Park       CA   91754    47,787    SF
  154    03-0810417     GCM   Little Creek Apartments     496 Bending Creek Road    Gates               NY   14624       199  Units
  155    03-0810177     GCM   271 - 285 East Fordham      271 - 285 East Fordham
                              Road                        Road                      Bronx               NY   10458    18,000    SF
  157    03-0810247     GCM   El Dorado Plaza             1602, 1702, 1730,
                                                          1750, 1790 and
                                                          1802 N. Imperial Avenue   El Centro           CA   92243    62,767    SF
</TABLE>

<TABLE>
<CAPTION>
CONTROL     LOAN      ORIGI-  LOAN / PROPERTY               CROSS      CROSS        OWNER-      ORIGINAL   MORTGAGE   RATE
NUMBER     NUMBER     NATOR        NAME                    COLLATER-  COLLATER-      SHIP       BALANCE      RATE     TYPE
                                                            ALIZED     ALIZED      INTEREST
                                                           (MORTGAGE   MORTGAGE
                                                             LOAN     LOAN GROUP
                                                            GROUP)     AGGREGATE
                                                                       CUT-OFF
                                                                        DATE
                                                                       BALANCE
-----------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                          <C>        <C>          <C>          <C>        <C>        <C>
  104    03-0812051     GCM   Westland Meadows                No      22,714,214   Fee Simple   #######    7.8300%    Fixed

  105    03-0810413     GCM   Stonegate One                   No      20,985,981   Fee Simple   #######    8.0250%    Fixed
  111    03-0810092     GCM   Granite State Marketplace       No      18,205,497   Fee Simple   #######    7.7350%    Fixed
  112    11483          GCM   Pacific Plaza                   No      16,426,642   Fee Simple   #######    8.4000%    Fixed
  116    03-0812601     GCM   Webster Building                No      15,933,791   Fee Simple   #######    8.3800%    Fixed
  120    03-0810405     GCM   801 Boylston Street             No      11,010,038   Fee Simple   #######    8.1200%    Fixed

  122    03-0810402     GCM   Simchik Four Property
                              Portfolio                       No      9,975,377                 #######    8.4500%    Fixed
  122a   03-0810402a    GCM   100 Market Street                                    Fee Simple
  122b   03-0810402b    GCM   9 Executive Park Drive                               Fee Simple

  122c   03-0810402c    GCM   1255 South Willow Street                             Fee Simple

  122d   03-0810402d    GCM   135 Daniel Webster                                   Fee Simple
                              Highway
  123    03-0810401     GCM   Four Points Hotel by            No      9,550,083     Leasehold   #######    9.1400%    Fixed
                              Sheraton
  129    11312          GCM   Burlington Self Storage         No      7,984,459    Fee Simple   #######    8.5500%    Fixed

  130    11358          GCM   Boynton Plaza                   No      7,679,220    Fee Simple   #######    8.0300%    Fixed

  132    10511          GCM   Garden Ridge                    No      7,095,636    Fee Simple   #######    8.4300%    Fixed
  133    2010092        GCM   300 West Pratt Street           No      7,018,345     Part Fee    #######    8.0800%    Fixed
                                                                                    Simple &
                                                                                      Part
                                                                                    Leasehold

  134    2010093        GCM   The GTE Building                No      6,877,665    Fee Simple   #######    8.2000%    Fixed
  135    2010096        GCM   Hamlin Court                    No      6,810,393    Fee Simple   #######    8.6300%    Fixed


  138    03-0810219     GCM   Michael's Plaza                 No      6,247,050    Fee Simple   #######    8.1100%    Fixed

  139    03-0810404     GCM   Mountain Vista Apartments       No      5,982,627                 #######    8.6000%    Fixed
                               & Cibola Village

  139a   03-0810404a    GCM   Mountain Vista Apartments                            Fee Simple

  139b   03-0810404b    GCM   Cibola Village                                       Fee Simple

  141    03-0812040     GCM   300 West Hubbard Street      Yes (G1)   5,742,051    Fee Simple   #######    8.3900%    Fixed
                              Building

  142    03-0812041     GCM   445 North Wells Street       Yes (G1)   5,742,051    Fee Simple   #######    8.3900%    Fixed
                              Building

  143    03-0810224     GCM   Miracle Mile Business           No      5,679,549    Fee Simple   #######    8.2800%    Fixed
                              Center
  144    03-0810256     GCM   Folsom Self-Storage             No      5,591,013    Fee Simple   #######    8.4700%    Fixed

  147    03-0810259     GCM   Northpointe Shopping            No      5,194,650    Fee Simple   #######    8.3200%    Fixed
                              Center

  148    03-0810406     GCM   2 Willow Street                 No      5,191,447    Fee Simple   #######    8.3720%    Fixed

  150    9.911E+09      GCM   Calaveras Landing               No      5,173,542    Fee Simple   #######    7.9800%    Fixed
                              Shopping Center

                                                                                    Part Fee
                                                                                    Simple &
                                                                                      Part
  151    1010091        GCM   Healtheon                       No      5,145,165     Leasehold   #######    8.0400%    Fixed

  152    03-0812028     GCM   444 North Wells Street          No      5,124,646    Fee Simple   #######    8.4900%    Fixed
                              Building

  153    03-0810239     GCM   1600 Corporate Center           No      5,055,905    Fee Simple   #######    8.4600%    Fixed
                              Drive

  154    03-0810417     GCM   Little Creek Apartments         No      5,044,068    Fee Simple   #######    7.8300%    Fixed

  155    03-0810177     GCM   271 - 285 East Fordham          No      4,933,555    Fee Simple   #######    8.4000%    Fixed
                              Road

  157    03-0810247     GCM   El Dorado Plaza                 No      4,420,203    Fee Simple   #######    8.1300%    Fixed
</TABLE>

<TABLE>
<CAPTION>
CONTROL     LOAN      ORIGI-  LOAN / PROPERTY                INTEREST       LOAN   NOTE DATE  CONTROL     LOAN        ANTICI-
NUMBER     NUMBER     NATOR        NAME                       ACCRUAL       TYPE              NUMBER     NUMBER       PATED
                                                              METHOD                                                  REPAY-
                                                                                                                     MENT DATE
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                            <C>          <C>      <C>        <C>       <C>          <C>
  104    03-0812051     GCM   Westland Meadows               Actual/360   Balloon  10/12/00     104     03-0812051      NAP

  105    03-0810413     GCM   Stonegate One                  Actual/360   Balloon  10/11/00     105     03-0810413      NAP
  111    03-0810092     GCM   Granite State Marketplace      Actual/360   Balloon  08/19/98     111     03-0810092      NAP
  112    11483          GCM   Pacific Plaza                  Actual/360   Balloon  07/21/00     112     11483           NAP
  116    03-0812601     GCM   Webster Building               Actual/360   Balloon  03/24/00     116     03-0812601      NAP
  120    03-0810405     GCM   801 Boylston Street            Actual/360   Balloon  08/24/00     120     03-0810405      NAP

  122    03-0810402     GCM   Simchik Four Property
                              Portfolio                      Actual/360   Balloon  06/29/00     122     03-0810402      NAP
  122a   03-0810402a    GCM   100 Market Street                                                122a     03-0810402a
  122b   03-0810402b    GCM   9 Executive Park Drive                                           122b     03-0810402b

  122c   03-0810402c    GCM   1255 South Willow Street                                         122c     03-0810402c

  122d   03-0810402d    GCM   135 Daniel Webster                                               122d     03-0810402d
                              Highway

  123    03-0810401     GCM   Four Points Hotel by           Actual/360   Balloon  04/05/00     123     03-0810401      NAP
                              Sheraton
  129    11312          GCM   Burlington Self Storage        Actual/360   Balloon  07/31/00     129     11312           NAP

  130    11358          GCM   Boynton Plaza                  Actual/360   Balloon  06/30/00     130     11358           NAP

  132    10511          GCM   Garden Ridge                   Actual/360   Balloon  10/03/00     132     10511           NAP
  133    2010092        GCM   300 West Pratt Street          Actual/360   Balloon  03/30/00     133     2010092         NAP


  134    2010093        GCM   The GTE Building               Actual/360   Balloon  05/09/00     134     2010093         NAP
  135    2010096        GCM   Hamlin Court                   Actual/360   Balloon  05/15/00     135     2010096         NAP

  138    03-0810219     GCM   Michael's Plaza                Actual/360   Balloon  03/22/00     138     03-0810219      NAP

  139    03-0810404     GCM   Mountain Vista Apartments      Actual/360   Balloon  05/18/00     139     03-0810404      NAP
                               & Cibola Village

  139a   03-0810404a    GCM   Mountain Vista Apartments                                        139a     03-0810404a

  139b   03-0810404b    GCM   Cibola Village                                                   139b     03-0810404b

  141    03-0812040     GCM   300 West Hubbard Street        Actual/360   Balloon  04/30/00     141     03-0812040      NAP
                              Building

  142    03-0812041     GCM   445 North Wells Street         Actual/360   Balloon  04/30/00     142     03-0812041      NAP
                              Building

  143    03-0810224     GCM   Miracle Mile Business          Actual/360   Balloon  04/26/00     143     03-0810224      NAP
                              Center
  144    03-0810256     GCM   Folsom Self-Storage            Actual/360   Balloon  08/02/00     144     03-0810256      NAP

  147    03-0810259     GCM   Northpointe Shopping           Actual/360   Balloon  09/18/00     147     03-0810259      NAP
                              Center

  148    03-0810406     GCM   2 Willow Street                Actual/360   Balloon  08/16/00     148     03-0810406      NAP

  150    9.911E+09      GCM   Calaveras Landing              Actual/360   Balloon  02/23/00     150     9.911E+09       NAP
                              Shopping Center

  151    1010091        GCM   Healtheon                      Actual/360   Balloon  04/28/00     151     1010091         NAP

  152    03-0812028     GCM   444 North Wells Street         Actual/360   Balloon  04/30/00     152     03-0812028      NAP
                              Building

  153    03-0810239     GCM   1600 Corporate Center          Actual/360   Balloon  07/14/00     153     03-0810239      NAP
                              Drive

  154    03-0810417     GCM   Little Creek Apartments        Actual/360   Balloon  09/13/00     154     03-0810417      NAP

  155    03-0810177     GCM   271 - 285 East Fordham         Actual/360   Balloon  10/01/99     155     03-0810177      NAP
                              Road

  157    03-0810247     GCM   El Dorado Plaza                Actual/360   Balloon  09/21/00     157     03-0810247      NAP
</TABLE>

<TABLE>
<CAPTION>
CONTROL     LOAN      ORIGI-  LOAN / PROPERTY                SCHEDULED   MONTHLY     ORIGINAL   STATED   SEASON-    REMAIN-
NUMBER     NUMBER     NATOR        NAME                      MATURITY      DEBT       TERM TO  ORIGINAL   ING       ING TERM
                                                               DATE      SERVICE     MATURITY   AMORT-   (MONTHS)  TO MATURITY
                                                                         PAYMENT      / ARD    IZATION               / ARD
                                                                                     (MONTHS)    TERM               (MONTHS)
                                                                                               (MONTHS)
---------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                           <C>         <C>          <C>       <C>       <C>       <C>
  104    03-0812051     GCM   Westland Meadows                 #######   #########       120        360        1      119

  105    03-0810413     GCM   Stonegate One                    #######   #########       120        360        1      119
  111    03-0810092     GCM   Granite State Marketplace        #######   #########       120        360       27       93
  112    11483          GCM   Pacific Plaza                    #######   #########       120        360        4      116
  116    03-0812601     GCM   Webster Building                 #######   #########       120        360        8      112
  120    03-0810405     GCM   801 Boylston Street              #######   88,832.26       120   273.3404        3      117

  122    03-0810402     GCM   Simchik Four Property
                              Portfolio                        #######   76,568.40       117        357        2      115
  122a   03-0810402a    GCM   100 Market Street
  122b   03-0810402b    GCM   9 Executive Park Drive

  122c   03-0810402c    GCM   1255 South Willow Street

  122d   03-0810402d    GCM   135 Daniel Webster
                              Highway

  123    03-0810401     GCM   Four Points Hotel by             #######   81,485.19       120        300        7      113
                              Sheraton
  129    11312          GCM   Burlington Self Storage          #######   61,796.79       120        360        4      116

  130    11358          GCM   Boynton Plaza                    #######   56,660.99       120        360        5      115

  132    10511          GCM   Garden Ridge                     #######   54,241.02       120        360        1      119
  133    2010092        GCM   300 West Pratt Street            #######   52,124.12       120        360        8      112

  134    2010093        GCM   The GTE Building                 #######   51,595.06       120        360        6      114
  135    2010096        GCM   Hamlin Court                     #######   53,147.34       120        360        6      114

  138    03-0810219     GCM   Michael's Plaza                  #######   46,525.82       120        360        8      112

  139    03-0810404     GCM   Mountain Vista Apartments        #######   46,560.70       120        360        6      114
                               & Cibola Village

  139a   03-0810404a    GCM   Mountain Vista Apartments

  139b   03-0810404b    GCM   Cibola Village

  141    03-0812040     GCM   300 West Hubbard Street          #######   27,020.16       120        360        8      112
                              Building

  142    03-0812041     GCM   445 North Wells Street           #######   16,847.64       120        360        6      114
                              Building
  143    03-0810224     GCM   Miracle Mile Business            #######   42,942.47       120        360        7      113
                              Center
  144    03-0810256     GCM   Folsom Self-Storage              #######   42,940.15       120        360        3      117

  147    03-0810259     GCM   Northpointe Shopping             #######   39,322.05       120        360        2      118
                              Center
  148    03-0810406     GCM   2 Willow Street                  #######   39,512.75       120        360        3      117

  150    9.911E+09      GCM   Calaveras Landing                #######   38,083.28       120        360        9      111
                              Shopping Center

  151    1010091        GCM   Healtheon                        #######   38,043.06       120        360        7      113

  152    03-0812028     GCM   444 North Wells Street           #######   39,485.73       120        360        6      114
                              Building

  153    03-0810239     GCM   1600 Corporate Center            #######   38,809.64       120        360        4      116
                              Drive
  154    03-0810417     GCM   Little Creek Apartments          #######   36,458.39       120        360        2      118

  155    03-0810177     GCM   271 - 285 East Fordham           #######   37,848.09       120        360       13      107
                              Road

  157    03-0810247     GCM   El Dorado Plaza                  #######   32,870.99       120        360        2      118
</TABLE>

<TABLE>
<CAPTION>
CONTROL     LOAN      ORIGI-  LOAN / PROPERTY                  STATED    CUT-OFF DATE   LOAN BALANCE     DEFEASE     DEFEASE
NUMBER     NUMBER     NATOR        NAME                       REMAINING    BALANCE      AT MATURITY      START       END DATE
                                                                AMORT-                    / ARD           DATE
                                                               IZATION
                                                                 TERM
                                                               (MONTHS)
--------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                             <C>        <C>            <C>             <C>         <C>
  104    03-0812051     GCM   Westland Meadows                     359      #######     ############    01/01/03    07/31/10

  105    03-0810413     GCM   Stonegate One                        359      #######     ############    01/01/03    07/31/10
  111    03-0810092     GCM   Granite State Marketplace            333      #######     ############    01/01/03    05/31/08
  112    11483          GCM   Pacific Plaza                        356      #######     ############    01/01/03    04/30/10
  116    03-0812601     GCM   Webster Building                     352      #######     ############    01/01/03    12/31/09
  120    03-0810405     GCM   801 Boylston Street             270.3404      #######     8,641,402.47    01/01/03    05/31/10

  122    03-0810402     GCM   Simchik Four Property
                              Portfolio                            355      #######     9,030,561.21    01/01/04    03/31/10
  122a   03-0810402a    GCM   100 Market Street
  122b   03-0810402b    GCM   9 Executive Park Drive

  122c   03-0810402c    GCM   1255 South Willow Street

  122d   03-0810402d    GCM   135 Daniel Webster
                              Highway

  123    03-0810401     GCM   Four Points Hotel by                 293      #######     8,166,373.14    01/01/03    01/31/10
                              Sheraton
  129    11312          GCM   Burlington Self Storage              356      #######     7,245,063.89    01/01/03    04/30/10

  130    11358          GCM   Boynton Plaza                        355      #######     6,891,403.27    01/01/03    03/31/10

  132    10511          GCM   Garden Ridge                         359      #######     6,410,871.89    01/01/03    07/31/10
  133    2010092        GCM   300 West Pratt Street                352      #######     6,316,486.79    01/01/03    12/31/09

  134    2010093        GCM   The GTE Building                     354      #######     6,199,267.50    01/01/03    02/28/10
  135    2010096        GCM   Hamlin Court                         354      #######     6,196,874.77    01/01/03    02/28/10

  138    03-0810219     GCM   Michael's Plaza                      352      #######     5,626,103.89    01/01/03    12/31/09

  139    03-0810404     GCM   Mountain Vista Apartments            354      #######     5,440,167.14    01/01/03    02/28/10
                               & Cibola Village

  139a   03-0810404a    GCM   Mountain Vista Apartments

  139b   03-0810404b    GCM   Cibola Village

  141    03-0812040     GCM   300 West Hubbard Street              352      #######     3,203,659.77    01/01/03    12/31/09
                              Building

  142    03-0812041     GCM   445 North Wells Street               354      #######     1,997,455.92    01/01/03    02/28/10
                              Building
  143    03-0810224     GCM   Miracle Mile Business                353      #######     5,131,700.85      NAP         NAP
                              Center
  144    03-0810256     GCM   Folsom Self-Storage                  357      #######     5,061,310.68    01/01/03    05/31/10

  147    03-0810259     GCM   Northpointe Shopping                 358      #######     4,684,476.44      NAP         NAP
                              Center
  148    03-0810406     GCM   2 Willow Street                      357      #######     4,689,327.96      NAP         NAP

  150    9.911E+09      GCM   Calaveras Landing                    351      #######     4,648,782.57    01/01/03    11/30/09
                              Shopping Center

  151    1010091        GCM   Healtheon                            353      #######     4,623,910.76    01/01/03    01/31/10

  152    03-0812028     GCM   444 North Wells Street               354      #######     4,648,886.38    01/01/03    02/28/10
                              Building

  153    03-0810239     GCM   1600 Corporate Center                356      #######     4,578,618.92    01/01/03    04/30/10
                              Drive
  154    03-0810417     GCM   Little Creek Apartments              358      #######     4,496,994.44    01/01/03    06/30/10

  155    03-0810177     GCM   271 - 285 East Fordham               347      #######     4,485,072.55    01/01/03    07/31/09
                              Road
  157    03-0810247     GCM   El Dorado Plaza                      358      #######     3,968,739.20    01/01/03    06/30/10
</TABLE>

<TABLE>
<CAPTION>
CONTROL     LOAN      ORIGI-  LOAN / PROPERTY                  YIELD       YIELD          PREPAY-    PREPAY-        YIELD
NUMBER     NUMBER     NATOR        NAME                       MAINTEN-    MAINTEN-         MENT       MENT         MAINTEN-
                                                                ANCE        ANCE          PENALTY    PENALTY        ANCE
                                                               PERIOD     PERIOD END      START        END         CALCULA-
                                                             START DATE     DATE           DATE        DATE         TION
                                                                                                                   METHOD
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                            <C>          <C>          <C>          <C>           <C>
  104    03-0812051     GCM   Westland Meadows                    NAP          NAP          NAP          NAP           NAP

  105    03-0810413     GCM   Stonegate One                       NAP          NAP          NAP          NAP           NAP
  111    03-0810092     GCM   Granite State Marketplace           NAP          NAP          NAP          NAP           NAP
  112    11483          GCM   Pacific Plaza                       NAP          NAP          NAP          NAP           NAP
  116    03-0812601     GCM   Webster Building                    NAP          NAP          NAP          NAP           NAP
  120    03-0810405     GCM   801 Boylston Street                 NAP          NAP          NAP          NAP           NAP

  122    03-0810402     GCM   Simchik Four Property
                              Portfolio                           NAP          NAP          NAP          NAP           NAP
  122a   03-0810402a    GCM   100 Market Street
  122b   03-0810402b    GCM   9 Executive Park Drive

  122c   03-0810402c    GCM   1255 South Willow Street

  122d   03-0810402d    GCM   135 Daniel Webster
                              Highway
  123    03-0810401     GCM   Four Points Hotel by                NAP          NAP          NAP          NAP           NAP
                              Sheraton
  129    11312          GCM   Burlington Self Storage             NAP          NAP          NAP          NAP           NAP

  130    11358          GCM   Boynton Plaza                       NAP          NAP          NAP          NAP           NAP

  132    10511          GCM   Garden Ridge                        NAP          NAP          NAP          NAP           NAP
  133    2010092        GCM   300 West Pratt Street               NAP          NAP          NAP          NAP           NAP

  134    2010093        GCM   The GTE Building                    NAP          NAP          NAP          NAP           NAP
  135    2010096        GCM   Hamlin Court                        NAP          NAP          NAP          NAP           NAP

  138    03-0810219     GCM   Michael's Plaza                     NAP          NAP          NAP          NAP           NAP

  139    03-0810404     GCM   Mountain Vista Apartments           NAP          NAP          NAP          NAP           NAP
                               & Cibola Village
  139a   03-0810404a    GCM   Mountain Vista Apartments

  139b   03-0810404b    GCM   Cibola Village

  141    03-0812040     GCM   300 West Hubbard Street             NAP          NAP          NAP          NAP           NAP
                              Building

  142    03-0812041     GCM   445 North Wells Street              NAP          NAP          NAP          NAP           NAP
                              Building
  143    03-0810224     GCM   Miracle Mile Business          05/01/05     01/31/10          NAP          NAP          Interest
                              Center                                                                                  Differential
  144    03-0810256     GCM   Folsom Self-Storage                 NAP          NAP          NAP          NAP           NAP

  147    03-0810259     GCM   Northpointe Shopping           10/01/05     06/30/10          NAP          NAP          Interest
                              Center                                                                                  Differential

  148    03-0810406     GCM   2 Willow Street                09/01/05     06/30/10          NAP          NAP          Interest
                                                                                                                      Differential

  150    9.911E+09      GCM   Calaveras Landing                   NAP          NAP          NAP          NAP           NAP
                              Shopping Center
  151    1010091        GCM   Healtheon                           NAP          NAP          NAP          NAP           NAP

  152    03-0812028     GCM   444 North Wells Street              NAP          NAP          NAP          NAP           NAP
                              Building

  153    03-0810239     GCM   1600 Corporate Center               NAP          NAP          NAP          NAP           NAP
                              Drive
  154    03-0810417     GCM   Little Creek Apartments             NAP          NAP          NAP          NAP           NAP

  155    03-0810177     GCM   271 - 285 East Fordham              NAP          NAP          NAP          NAP           NAP
                              Road

  157    03-0810247     GCM   El Dorado Plaza                     NAP          NAP          NAP          NAP           NAP
</TABLE>

<TABLE>
<CAPTION>
CONTROL     LOAN      ORIGI-  LOAN / PROPERTY                 YIELD              MASTER
NUMBER     NUMBER     NATOR        NAME                      MAINTEN-           SERVICING
                                                              ANCE               FEE RATE
                                                            INTEREST
                                                             RATE
------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                           <C>                <C>
  104    03-0812051     GCM   Westland Meadows                  NAP                0.0200%

  105    03-0810413     GCM   Stonegate One                     NAP                0.0200%
  111    03-0810092     GCM   Granite State Marketplace         NAP                0.0200%
  112    11483          GCM   Pacific Plaza                     NAP                0.0200%
  116    03-0812601     GCM   Webster Building                  NAP                0.0200%
  120    03-0810405     GCM   801 Boylston Street               NAP                0.0200%

  122    03-0810402     GCM   Simchik Four Property
                              Portfolio                         NAP                0.0200%
  122a   03-0810402a    GCM   100 Market Street
  122b   03-0810402b    GCM   9 Executive Park Drive

  122c   03-0810402c    GCM   1255 South Willow Street

  122d   03-0810402d    GCM   135 Daniel Webster
                              Highway
  123    03-0810401     GCM   Four Points Hotel by              NAP                0.0200%
                              Sheraton
  129    11312          GCM   Burlington Self Storage           NAP                0.0200%

  130    11358          GCM   Boynton Plaza                     NAP                0.0200%

  132    10511          GCM   Garden Ridge                      NAP                0.0200%
  133    2010092        GCM   300 West Pratt Street             NAP                0.0200%

  134    2010093        GCM   The GTE Building                  NAP                0.0200%
  135    2010096        GCM   Hamlin Court                      NAP                0.0200%

  138    03-0810219     GCM   Michael's Plaza                   NAP                0.0200%

  139    03-0810404     GCM   Mountain Vista Apartments         NAP                0.0200%
                               & Cibola Village
  139a   03-0810404a    GCM   Mountain Vista Apartments

  139b   03-0810404b    GCM   Cibola Village

  141    03-0812040     GCM   300 West Hubbard Street           NAP                0.0200%
                              Building

  142    03-0812041     GCM   445 North Wells Street            NAP                0.0200%
                              Building

  143    03-0810224     GCM   Miracle Mile Business            Treasury Flat
                              Center                           -Maturity           0.0200%

  144    03-0810256     GCM   Folsom Self-Storage               NAP                0.0200%

  147    03-0810259     GCM   Northpointe Shopping             Treasury Flat
                              Center                           -Maturity           0.0200%

  148    03-0810406     GCM   2 Willow Street                  Treasury Flat
                                                               -Maturity           0.0200%

  150    9.911E+09      GCM   Calaveras Landing                 NAP                0.0200%
                              Shopping Center

  151    1010091        GCM   Healtheon                         NAP                0.0200%

  152    03-0812028     GCM   444 North Wells Street            NAP                0.0200%
                              Building

  153    03-0810239     GCM   1600 Corporate Center             NAP                0.0200%
                              Drive

  154    03-0810417     GCM   Little Creek Apartments           NAP                0.0200%

  155    03-0810177     GCM   271 - 285 East Fordham            NAP                0.0200%
                              Road

  157    03-0810247     GCM   El Dorado Plaza                   NAP                0.0200%
</TABLE>


                                     M-2-16

<PAGE>   506
<TABLE>
<CAPTION>
                                                                                                                              PROP-
                                                                                                                               ERTY
                                                                                                                               SIZE
CONTROL     LOAN      ORIGI-  LOAN/PROPERTY                   PROPERTY                                       ZIP    PROPERTY   UNIT
NUMBER     NUMBER     NATOR        NAME                       ADDRESS                CITY            STATE   CODE      SIZE    TYPE
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                         <C>                       <C>               <C>    <C>    <C>       <C>
  161    03-0810225     GCM   Union Landing Retail        30701 - 30791 Dyer        Union City          CA   94587    38,625    SF
                              Center                      Street
  162    03-0810251     GCM   Briarwood Apartments        141 Golf Club Road        Pleasant Hill       CA   94523        64  Units
  164    03-0810191     GCM   Conquistador Apartments     3343 South 1300 East      Salt Lake City      UT   84106       121  Units
  165    11432          GCM   Greenhill Corporate         1161 McDermott Drive      West Goshen         PA   19380    35,225    SF
                              Center                                                Township
  166    03-0812034     GCM   Northridge Apartments       8114 West Britton Road    Oklahoma City       OK   73132       216  Units
  167    03-0812035     GCM   Red Coach Village           211 The Post Road         Springfield         OH   45503       136  Units
                              Apartments
  170    03-0812036     GCM   The Trane Company           7100 Madison Street       Willowbrook         IL   60521    50,157    SF
                              Building
  177    03-0812019     GCM   Wythe Shopping Center       800 East Main Street      Wytheville          VA   24382   100,544    SF
  180    03-0812029     GCM   801 West Diversey Parkway   801 West Diversey         Chicago             IL   60614    17,514    SF
                                                          Parkway
  181    9.91E+09       GCM   Lafayette Business Park     5151 Lafayette            Santa Clara         CA   95054    70,200    SF
                                                          Street/2318 Calle
                                                          De Luna/5122 Calle Del
                                                          Sol
  182    11573          GCM   Arrow Business Center       402-446 West Arrow        San Dimas           CA   91773    96,101    SF
                                                          Highway
  185    03-0812603     GCM   Crossroads Professional     7676 New Hampshire        Takoma Park         MD   20783    50,745    SF
                              Building                    Avenue
  187    HHCC0064       GCM   Fran Murphy Building        12800 U.S. Highway 1      Juno Beach          FL   33408    45,697    SF
  188    03-0810412     GCM   Walgreen's - South          1580 Route 112            South Medford       NY   11763    13,905    SF
                              Medford
  189    03-0810210     GCM   Sav-on and Carl's Jr.       688 & 690 East            Upland              CA   91786    19,747    SF
                                                          Foothill Boulevard
  192    10896          GCM   Weatherbridge Center        1771 NW Maynard Road      Cary                NC   27513    50,930    SF
                              Buildings II and            and 111
                              III                         James Jackson Avenue
  194    9.904E+09      GCM   1201 Sharp Street           1201 South Sharp Street   Baltimore           MD   21230    47,305    SF
  197    03-0810241     GCM   Redondo Tower Apartments    425 West Paseo Redondo    Tucson              AZ   85701        96  Units
  203    9.906E+09      GCM   Pioneer Point Apartments    2760 Mayport Road         Atlantic Beach      FL   32233       100  Units
  206    2E+10          GCM   6396, 6392, 6372 McLeod     6396, 6392, 6372          Las Vegas           NV   89120    25,042    SF
                              Drive                       McLeod Drive
  210    03-0812016     GCM   Summit/Breckenridge         1009-1125 Glen Place      Duluth              MN   55806       107  Units
                              Apartments
  211    HHCC0063       GCM   Peppertree Apartments       2840 Las Vegas Trail      Fort Worth          TX   76116       152  Units
  212    03-0812031     GCM   Hillmount Apartments        505 Cherry Street SE      Grand Rapids        MI   49503       101  Units
  216    03-0812030     GCM   Oakwood Manor Apartments    547 Cherry Street, SE     Grand Rapids        MI   49503        96  Units
  217    03-0812602     GCM   Woodbend Apartments         2106 Waverly Parkway      Opelika             AL   36801       100  Units
  221    03-0810254     GCM   U-Stor Chambers             1800 South Chambers       Aurora              CO   80017    49,900    SF
                              Self-Storage                Road
  222    03-0810218     GCM   9925-9929 Jefferson         9925-9929 Jefferson       Culver City         CA   90232    38,764    SF
                              Boulevard                   Boulevard
  226    03-0810232     GCM   Oro Valley Self Storage     10880 North Mavinee       Oro Valley          AZ   85737    51,000    SF
                                                          Drive
  231    03-0812045a    GCM   Senate Place Apartments     2620 - 2720 Senate        Lansing Township    MI   48912        32  Units
                                                          Drive
  232    03-0812045b    GCM   Eastfield Townhouses        1014-1216 Eastfield       Lansing Township    MI   48917        32  Units
                                                          Road, 2705-2719
                                                          Harwick Drive
  242    2.001E+10      GCM   6380 McLeod Drive           6380 McLeod Drive         Las Vegas           NV   89120    20,455    SF
  250    03-0810220     GCM   6668 Owens Drive            6668 Owens Drive          Pleasanton          CA   94588    18,683    SF
  251    2.001E+10      GCM   6320 - 6330 McLeod Drive    6320 - 6330 McLeod        Las Vegas           NV   89120    15,665    SF
                                                          Drive
  252    03-0810627     GCM   Rite Aid - Hillside         162-19 Hillside Avenue    Jamaica             NY   11432    16,079    SF
  258    03-0810237     GCM   Nogales Self Storage        1120 North Industrial     Nogales             AZ   85621    48,377    SF
                                                          Park Avenue
  259    03-0810238     GCM   Glendale West Self          8049 West Glendale        Glendale            AZ   85303    56,280    SF
                              Storage                     Avenue
  263    03-0810661     GCM   Airport Business Center     611 Access Road           Stratford           CT   06615    24,596    SF
</TABLE>

<TABLE>
<CAPTION>
                                                                         CROSS
                                                                        COLLATER-
                                                                         ALIZED
                                                               CROSS     MORTGAGE
                                                              COLLATER-  LOAN GROUP
                                                               ALIZED    AGGREGATE
                                                              (MORTGAGE  CUT-OFF       OWNER-
CONTROL     LOAN      ORIGI-  LOAN/PROPERTY                     LOAN      DATE          SHIP       ORIGINAL   MORTGAGE  RATE
NUMBER     NUMBER     NATOR        NAME                        GROUP)    BALANCE      INTEREST     BALANCE     RATE     TYPE
-------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                            <C>        <C>          <C>          <C>        <C>        <C>
  161    03-0810225     GCM   Union Landing Retail              No      4,232,425    Fee Simple   #######    7.7700%    Fixed
                              Center
  162    03-0810251     GCM   Briarwood Apartments              No      4,194,883    Fee Simple   #######    7.6900%    Fixed
  164    03-0810191     GCM   Conquistador Apartments           No      4,161,547    Fee Simple   #######    8.1100%    Fixed
  165    11432          GCM   Greenhill Corporate               No      4,089,788    Fee Simple   #######    8.3200%    Fixed
                              Center
  166    03-0812034     GCM   Northridge Apartments             No      4,085,920    Fee Simple   #######    7.9800%    Fixed
  167    03-0812035     GCM   Red Coach Village                 No      4,083,990    Fee Simple   #######    7.9800%    Fixed
                              Apartments
  170    03-0812036     GCM   The Trane Company                 No      3,894,616    Fee Simple   #######    8.4400%    Fixed
                              Building
  177    03-0812019     GCM   Wythe Shopping Center             No      3,629,791    Fee Simple   #######    8.3500%    Fixed
  180    03-0812029     GCM   801 West Diversey Parkway         No      3,391,218    Fee Simple   #######    8.9900%    Fixed
  181    9.91E+09       GCM   Lafayette Business Park           No      3,383,355    Fee Simple   #######    8.1200%    Fixed
  182    11573          GCM   Arrow Business Center             No      3,246,693    Fee Simple   #######    8.3600%    Fixed
  185    03-0812603     GCM   Crossroads Professional           No      3,144,186    Fee Simple   #######    8.1100%    Fixed
                              Building
  187    HHCC0064       GCM   Fran Murphy Building              No      3,044,546    Fee Simple   #######    8.2700%    Fixed
  188    03-0810412     GCM   Walgreen's - South                No      3,006,951    Fee Simple   #######    8.2300%    Fixed
                              Medford
  189    03-0810210     GCM   Sav-on and Carl's Jr.             No      2,994,591    Fee Simple   #######    8.0000%    Fixed
  192    10896          GCM   Weatherbridge Center              No      2,842,834    Fee Simple   #######    8.6900%    Fixed
                              Buildings II and
                              III
  194    9.904E+09      GCM   1201 Sharp Street                 No      2,758,740     Part Fee
                                                                                      Simple &
                                                                                        Part
                                                                                      Leasehold   #######    8.3900%    Fixed
  197    03-0810241     GCM   Redondo Tower Apartments          No      2,592,863    Fee Simple   #######    7.9700%    Fixed
  203    9.906E+09      GCM   Pioneer Point Apartments          No      2,458,055    Fee Simple   #######    8.4200%    Fixed
  206    2E+10          GCM   6396, 6392, 6372 McLeod           No      2,415,404     Leasehold   #######    8.5400%    Fixed
                              Drive
  210    03-0812016     GCM   Summit/Breckenridge               No      2,381,344    Fee Simple   #######    8.4900%    Fixed
                              Apartments
  211    HHCC0063       GCM   Peppertree Apartments             No      2,363,874    Fee Simple   #######    8.1800%    Fixed
  212    03-0812031     GCM   Hillmount Apartments              No      2,349,601    Fee Simple   #######    8.1500%    Fixed
  216    03-0812030     GCM   Oakwood Manor Apartments          No      2,230,130    Fee Simple   #######    8.1500%    Fixed
  217    03-0812602     GCM   Woodbend Apartments               No      2,181,165    Fee Simple   #######    8.1100%    Fixed
  221    03-0810254     GCM   U-Stor Chambers                   No      2,071,653    Fee Simple   #######    8.4500%    Fixed
                              Self-Storage
  222    03-0810218     GCM   9925-9929 Jefferson               No      1,995,327    Fee Simple   #######    8.5200%    Fixed
                              Boulevard
  226    03-0810232     GCM   Oro Valley Self Storage           No      1,716,954    Fee Simple   #######    8.5000%    Fixed
  231    03-0812045a    GCM   Senate Place Apartments        Yes (G2)   1,556,107    Fee Simple   885,000    8.3000%    Fixed
  232    03-0812045b    GCM   Eastfield Townhouses           Yes (G2)   1,556,107    Fee Simple   675,000    8.3000%    Fixed
  242    2.001E+10      GCM   6380 McLeod Drive                 No      1,402,676     Leasehold   #######    8.3500%    Fixed
  250    03-0810220     GCM   6668 Owens Drive                  No      1,245,346    Fee Simple   #######    8.1500%    Fixed
  251    2.001E+10      GCM   6320 - 6330 McLeod Drive          No      1,239,024     Leasehold   #######    8.7200%    Fixed
  252    03-0810627     GCM   Rite Aid - Hillside               No      1,152,649    Fee Simple   #######    8.5900%    Fixed
  258    03-0810237     GCM   Nogales Self Storage              No      1,077,461    Fee Simple   #######    8.5000%    Fixed
  259    03-0810238     GCM   Glendale West Self                No      1,047,532    Fee Simple   #######    8.5000%    Fixed
                              Storage
  263    03-0810661     GCM   Airport Business Center           No        988,054    Fee Simple   #######    8.7200%    Fixed
</TABLE>


<TABLE>
<CAPTION>
                                                                                                                      ANTICI-
                                                              INTEREST                                                 PATED
CONTROL     LOAN      ORIGI-  LOAN/PROPERTY                   ACCRUAL      LOAN               CONTROL     LOAN         REPAY-
NUMBER     NUMBER     NATOR        NAME                       METHOD       TYPE   NOTE DATE   NUMBER     NUMBER       MENT DATE
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                            <C>          <C>      <C>        <C>       <C>          <C>
  161    03-0810225     GCM   Union Landing Retail           Actual/360   Balloon  04/24/00     161     03-0810225      NAP
                              Center
  162    03-0810251     GCM   Briarwood Apartments           Actual/360   Balloon  09/25/00     162     03-0810251      NAP
  164    03-0810191     GCM   Conquistador Apartments        Actual/360   Balloon  07/28/99     164     03-0810191      NAP
  165    11432          GCM   Greenhill Corporate            Actual/360   Balloon  09/21/00     165     11432           NAP
                              Center
  166    03-0812034     GCM   Northridge Apartments          Actual/360   Balloon  05/03/00     166     03-0812034      NAP
  167    03-0812035     GCM   Red Coach Village              Actual/360   Balloon  04/12/00     167     03-0812035      NAP
                              Apartments
  170    03-0812036     GCM   The Trane Company              Actual/360   Balloon  04/27/00     170     03-0812036      NAP
                              Building
  177    03-0812019     GCM   Wythe Shopping Center          Actual/360   Balloon  03/30/00     177     03-0812019      NAP
  180    03-0812029     GCM   801 West Diversey Parkway      Actual/360   Balloon  05/18/00     180     03-0812029      NAP
  181    9.91E+09       GCM   Lafayette Business Park        Actual/360   Balloon  02/25/00     181     9.91E+09        NAP
  182    11573          GCM   Arrow Business Center          Actual/360   Balloon  09/28/00     182     11573           NAP
  185    03-0812603     GCM   Crossroads Professional        Actual/360   Balloon  09/07/00     185     03-0812603      NAP
                              Building
  187    HHCC0064       GCM   Fran Murphy Building           Actual/360   Balloon  09/18/00     187     HHCC0064        NAP
  188    03-0810412     GCM   Walgreen's - South             Actual/360   Balloon  10/02/00     188     03-0810412      NAP
                              Medford
  189    03-0810210     GCM   Sav-on and Carl's Jr.          Actual/360   Balloon  08/31/00     189     03-0810210      NAP
  192    10896          GCM   Weatherbridge Center           Actual/360   Full     07/12/00     192     10896           NAP
                              Buildings II and                            Amort
                              III
  194    9.904E+09      GCM   1201 Sharp Street              Actual/360   Balloon  12/10/99     194     9.904E+09       NAP
  197    03-0810241     GCM   Redondo Tower Apartments       Actual/360   Balloon  06/27/00     197     03-0810241      NAP
  203    9.906E+09      GCM   Pioneer Point Apartments       Actual/360   Balloon  06/24/99     203     9.906E+09       NAP
  206    2E+10          GCM   6396, 6392, 6372 McLeod        Actual/360   Balloon  03/02/00     206     2E+10           NAP
                              Drive
  210    03-0812016     GCM   Summit/Breckenridge            Actual/360   Balloon  02/10/00     210     03-0812016      NAP
                              Apartments
  211    HHCC0063       GCM   Peppertree Apartments          Actual/360   Balloon  06/08/00     211     HHCC0063        NAP
  212    03-0812031     GCM   Hillmount Apartments           Actual/360   Balloon  03/31/00     212     03-0812031      NAP
  216    03-0812030     GCM   Oakwood Manor Apartments       Actual/360   Balloon  03/31/00     216     03-0812030      NAP
  217    03-0812602     GCM   Woodbend Apartments            Actual/360   Balloon  08/14/00     217     03-0812602      NAP
  221    03-0810254     GCM   U-Stor Chambers                Actual/360   Balloon  08/02/00     221     03-0810254      NAP
                              Self-Storage
  222    03-0810218     GCM   9925-9929 Jefferson            Actual/360   Balloon  06/09/00     222     03-0810218      NAP
                              Boulevard
  226    03-0810232     GCM   Oro Valley Self Storage        Actual/360   Balloon  06/07/00     226     03-0810232      NAP
  231    03-0812045a    GCM   Senate Place Apartments        Actual/360   Balloon  06/15/00     231     03-0812045a     NAP
  232    03-0812045b    GCM   Eastfield Townhouses           Actual/360   Balloon  06/15/00     232     03-0812045b     NAP
  242    2.001E+10      GCM   6380 McLeod Drive              Actual/360   Balloon  08/07/00     242     2.001E+10       NAP
  250    03-0810220     GCM   6668 Owens Drive               Actual/360   Balloon  04/17/00     250     03-0810220      NAP
  251    2.001E+10      GCM   6320 - 6330 McLeod Drive       Actual/360   Balloon  06/01/00     251     2.001E+10       NAP
  252    03-0810627     GCM   Rite Aid - Hillside            Actual/360   Full     05/26/99     252     03-0810627      NAP
                                                                          Amort
  258    03-0810237     GCM   Nogales Self Storage           Actual/360   Balloon  06/07/00     258     03-0810237      NAP
  259    03-0810238     GCM   Glendale West Self             Actual/360   Balloon  06/07/00     259     03-0810238      NAP
                              Storage
  263    03-0810661     GCM   Airport Business Center        Actual/360   Balloon  09/30/99     263     03-0810661      NAP
</TABLE>

<TABLE>
<CAPTION>
                                                                                                   STATED
                                                                                        ORIGINAL   ORIGINAL             REMAIN-
                                                                            MONTHLY      TERM TO    AMORT-             ING TERM
                                                                SCHEDULED     DEBT      MATURITY   IZATION  SEASON-   TO MATURITY
CONTROL     LOAN      ORIGI-  LOAN/PROPERTY                     MATURITY    SERVICE      /ARD       TERM     ING         /ARD
NUMBER     NUMBER     NATOR        NAME                           DATE      PAYMENT    (MONTHS)   (MONTHS)  (MONTHS)   (MONTHS)
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                             <C>         <C>          <C>       <C>       <C>       <C>
  161    03-0810225     GCM   Union Landing Retail               #######   30,506.28       120        360        7      113
                              Center
  162    03-0810251     GCM   Briarwood Apartments               #######   29,915.36       120        360        2      118
  164    03-0810191     GCM   Conquistador Apartments            #######   31,140.79       120        360       16      104
  165    11432          GCM   Greenhill Corporate                #######   30,958.56       120        360        2      118
                              Center
  166    03-0812034     GCM   Northridge Apartments              #######   30,027.20       120        360        6      114
  167    03-0812035     GCM   Red Coach Village                  #######   30,027.20       120        360        7      113
                              Apartments
  170    03-0812036     GCM   The Trane Company                  #######   29,883.12       120        360        7      113
                              Building
  177    03-0812019     GCM   Wythe Shopping Center              #######   27,640.34       120        360        8      112
  180    03-0812029     GCM   801 West Diversey Parkway          #######   27,332.71       120        360        6      114
  181    9.91E+09       GCM   Lafayette Business Park            #######   25,233.00       120        360        9      111
  182    11573          GCM   Arrow Business Center              #######   24,667.94       120        360        2      118
  185    03-0812603     GCM   Crossroads Professional            #######   24,542.19       120        300        2      118
                              Building
  187    HHCC0064       GCM   Fran Murphy Building               #######   24,088.51       120        300        2      118
  188    03-0810412     GCM   Walgreen's - South                 #######   23,692.13       120        300        1      119
                              Medford
  189    03-0810210     GCM   Sav-on and Carl's Jr.              #######   22,012.94       120        360        3      117
  192    10896          GCM   Weatherbridge Center               #######   28,612.45       180        180        4      176
                              Buildings II and
                              III
  194    9.904E+09      GCM   1201 Sharp Street                  #######   21,121.39       120        360       11      109
  197    03-0810241     GCM   Redondo Tower Apartments           #######   19,023.53       120        360        5      115
  203    9.906E+09      GCM   Pioneer Point Apartments           #######   18,928.68       120        360       17      103
  206    2E+10          GCM   6396, 6392, 6372 McLeod            #######   18,715.00       120        360        8      112
                              Drive
  210    03-0812016     GCM   Summit/Breckenridge                #######   19,309.28       120        300        9      111
                              Apartments
  211    HHCC0063       GCM   Peppertree Apartments              #######   17,688.52       120        360        5      115
  212    03-0812031     GCM   Hillmount Apartments               #######   17,564.26       120        360        8      112
  216    03-0812030     GCM   Oakwood Manor Apartments           #######   16,671.16       120        360        8      112
  217    03-0812602     GCM   Woodbend Apartments                #######   16,200.62       120        360        3      117
  221    03-0810254     GCM   U-Stor Chambers                    #######   15,881.48       120        360        3      117
                              Self-Storage
  222    03-0810218     GCM   9925-9929 Jefferson                #######   15,406.63       120        360        5      115
                              Boulevard
  226    03-0810232     GCM   Oro Valley Self Storage            #######   13,233.00       120        360        5      115
  231    03-0812045a    GCM   Senate Place Apartments            #######   6,679.84        120        360        5      115
  232    03-0812045b    GCM   Eastfield Townhouses               #######   5,094.80        120        360        5      115
  242    2.001E+10      GCM   6380 McLeod Drive                  #######   10,654.23       120        360        3      117
  250    03-0810220     GCM   6668 Owens Drive                   #######   9,303.10        120        360        7      113
  251    2.001E+10      GCM   6320 - 6330 McLeod Drive           #######   9,748.14        120        360        6      114
  252    03-0810627     GCM   Rite Aid - Hillside                #######   11,204.99       204        204       18      186
  258    03-0810237     GCM   Nogales Self Storage               #######   8,304.27        120        360        5      115
  259    03-0810238     GCM   Glendale West Self                 #######   8,073.59        120        360        5      115
                              Storage
  263    03-0810661     GCM   Airport Business Center            #######   8,201.06        120        300       14      106
</TABLE>


<TABLE>
<CAPTION>
                                                                 STATED
                                                                REMAINING
                                                                  AMORT-
                                                                 IZATION               LOAN BALANCE     DEFEASE
CONTROL     LOAN      ORIGI-  LOAN/PROPERTY                        TERM  CUT-OFF DATE  AT MATURITY      START        DEFEASE
NUMBER     NUMBER     NATOR        NAME                          (MONTHS)  BALANCE       /ARD            DATE        END DATE
---------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                              <C>        <C>            <C>             <C>         <C>
  161    03-0810225     GCM   Union Landing Retail                  353      #######     3,780,072.41    01/01/03    01/31/10
                              Center
  162    03-0810251     GCM   Briarwood Apartments                  358      #######     3,727,310.33    01/01/03    03/31/10
  164    03-0810191     GCM   Conquistador Apartments               344      #######     3,767,153.50    01/01/03    04/30/09
  165    11432          GCM   Greenhill Corporate                   358      #######     3,688,122.92    01/01/03    06/30/10
                              Center
  166    03-0812034     GCM   Northridge Apartments                 354      #######     3,664,543.96    01/01/03    02/28/10
  167    03-0812035     GCM   Red Coach Village                     353      #######     3,665,231.99    01/01/03    01/31/10
                              Apartments
  170    03-0812036     GCM   The Trane Company                     353      #######     3,531,334.99    01/01/03    01/31/10
                              Building
  177    03-0812019     GCM   Wythe Shopping Center                 352      #######     3,286,374.38    01/01/03    12/31/09
  180    03-0812029     GCM   801 West Diversey Parkway             354      #######     3,109,240.20    01/01/03    02/28/10
  181    9.91E+09       GCM   Lafayette Business Park               351      #######     3,049,717.75    01/01/03    11/30/09
  182    11573          GCM   Arrow Business Center                 358      #######     2,930,489.34    01/01/03    06/30/10
  185    03-0812603     GCM   Crossroads Professional               298      #######     2,604,013.03    01/01/03    03/31/10
                              Building
  187    HHCC0064       GCM   Fran Murphy Building                  298      #######     2,532,797.86    01/01/03    06/30/10
  188    03-0810412     GCM   Walgreen's - South                    299      #######     2,496,191.64    01/01/03    07/31/10
                              Medford
  189    03-0810210     GCM   Sav-on and Carl's Jr.                 357      #######     2,682,025.64    01/01/03    05/31/10
  192    10896          GCM   Weatherbridge Center                  176      #######      79,398.11      01/01/03    04/30/15
                              Buildings II and
                              III
  194    9.904E+09      GCM   1201 Sharp Street                     349      #######     2,504,565.71    01/01/03    09/30/09
  197    03-0810241     GCM   Redondo Tower Apartments              355      #######     2,323,637.96    01/01/03    03/31/10
  203    9.906E+09      GCM   Pioneer Point Apartments              343      #######     2,240,961.00    01/01/03    06/30/09
  206    2E+10          GCM   6396, 6392, 6372 McLeod               352      #######     2,195,870.09    01/01/03    12/31/09
                              Drive
  210    03-0812016     GCM   Summit/Breckenridge                   291      #######     2,006,116.70    01/01/03    11/30/09
                              Apartments
  211    HHCC0063       GCM   Peppertree Apartments                 355      #######     2,128,644.62    01/01/03    03/31/10
  212    03-0812031     GCM   Hillmount Apartments                  352      #######     2,117,943.65    01/01/03    12/31/09
  216    03-0812030     GCM   Oakwood Manor Apartments              352      #######     2,010,251.98    01/01/03    12/31/09
  217    03-0812602     GCM   Woodbend Apartments                   357      #######     1,958,494.26    01/01/03    02/28/10
  221    03-0810254     GCM   U-Stor Chambers                       357      #######     1,874,548.25    01/01/03    05/31/10
                              Self-Storage
  222    03-0810218     GCM   9925-9929 Jefferson                   355      #######     1,810,431.58    01/01/03    03/31/10
                              Boulevard
  226    03-0810232     GCM   Oro Valley Self Storage               355      #######     1,557,172.19    01/01/03    03/31/10
  231    03-0812045a    GCM   Senate Place Apartments               355      #######     797,097.02      01/01/03    03/31/10
  232    03-0812045b    GCM   Eastfield Townhouses                  355      #######     607,954.09      01/01/03    03/31/10
  242    2.001E+10      GCM   6380 McLeod Drive                     357      #######     1,266,383.15    01/01/03    05/31/10
  250    03-0810220     GCM   6668 Owens Drive                      353      #######     1,121,963.01    01/01/03    01/31/10
  251    2.001E+10      GCM   6320 - 6330 McLeod Drive              354      #######     1,129,578.61    01/01/03    02/28/10
  252    03-0810627     GCM   Rite Aid - Hillside                   186      #######      43,283.61      01/01/03    02/29/16
  258    03-0810237     GCM   Nogales Self Storage                  355      #######     977,190.19      01/01/03    03/31/10
  259    03-0810238     GCM   Glendale West Self                    355      #######     950,047.13      01/01/03    03/31/10
                              Storage
  263    03-0810661     GCM   Airport Business Center               286      #######     841,317.63      01/01/03    06/30/09
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                    YIELD
                                                                YIELD       YIELD          PREPAY-    PREPAY-      MAINTEN-
                                                              MAINTEN-     MAINTEN-         MENT       MENT          ANCE
                                                                 ANCE        ANCE          PENALTY    PENALTY      CALCULA-
CONTROL     LOAN      ORIGI-  LOAN/PROPERTY                     PERIOD     PERIOD END      START        END         TION
NUMBER     NUMBER     NATOR        NAME                       START DATE     DATE           DATE        DATE       METHOD
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                             <C>          <C>          <C>          <C>           <C>
  161    03-0810225     GCM   Union Landing Retail                 NAP          NAP          NAP          NAP           NAP
                              Center
  162    03-0810251     GCM   Briarwood Apartments                 NAP          NAP          NAP          NAP           NAP
  164    03-0810191     GCM   Conquistador Apartments              NAP          NAP          NAP          NAP           NAP
  165    11432          GCM   Greenhill Corporate                  NAP          NAP          NAP          NAP           NAP
                              Center
  166    03-0812034     GCM   Northridge Apartments                NAP          NAP          NAP          NAP           NAP
  167    03-0812035     GCM   Red Coach Village                    NAP          NAP          NAP          NAP           NAP
                              Apartments
  170    03-0812036     GCM   The Trane Company                    NAP          NAP          NAP          NAP           NAP
                              Building
  177    03-0812019     GCM   Wythe Shopping Center                NAP          NAP          NAP          NAP           NAP
  180    03-0812029     GCM   801 West Diversey Parkway            NAP          NAP          NAP          NAP           NAP
  181    9.91E+09       GCM   Lafayette Business Park              NAP          NAP          NAP          NAP           NAP
  182    11573          GCM   Arrow Business Center                NAP          NAP          NAP          NAP           NAP
  185    03-0812603     GCM   Crossroads Professional              NAP          NAP          NAP          NAP           NAP
                              Building
  187    HHCC0064       GCM   Fran Murphy Building                 NAP          NAP          NAP          NAP           NAP
  188    03-0810412     GCM   Walgreen's - South                   NAP          NAP          NAP          NAP           NAP
                              Medford
  189    03-0810210     GCM   Sav-on and Carl's Jr.                NAP          NAP          NAP          NAP           NAP
  192    10896          GCM   Weatherbridge Center                 NAP          NAP          NAP          NAP           NAP
                              Buildings II and
                              III
  194    9.904E+09      GCM   1201 Sharp Street                    NAP          NAP          NAP          NAP           NAP
  197    03-0810241     GCM   Redondo Tower Apartments             NAP          NAP          NAP          NAP           NAP
  203    9.906E+09      GCM   Pioneer Point Apartments             NAP          NAP          NAP          NAP           NAP
  206    2E+10          GCM   6396, 6392, 6372 McLeod              NAP          NAP          NAP          NAP           NAP
                              Drive
  210    03-0812016     GCM   Summit/Breckenridge                  NAP          NAP          NAP          NAP           NAP
                              Apartments
  211    HHCC0063       GCM   Peppertree Apartments                NAP          NAP          NAP          NAP           NAP
  212    03-0812031     GCM   Hillmount Apartments                 NAP          NAP          NAP          NAP           NAP
  216    03-0812030     GCM   Oakwood Manor Apartments             NAP          NAP          NAP          NAP           NAP
  217    03-0812602     GCM   Woodbend Apartments                  NAP          NAP          NAP          NAP           NAP
  221    03-0810254     GCM   U-Stor Chambers                      NAP          NAP          NAP          NAP           NAP
                              Self-Storage
  222    03-0810218     GCM   9925-9929 Jefferson                  NAP          NAP          NAP          NAP           NAP
                              Boulevard
  226    03-0810232     GCM   Oro Valley Self Storage              NAP          NAP          NAP          NAP           NAP
  231    03-0812045a    GCM   Senate Place Apartments              NAP          NAP          NAP          NAP           NAP
  232    03-0812045b    GCM   Eastfield Townhouses                 NAP          NAP          NAP          NAP           NAP
  242    2.001E+10      GCM   6380 McLeod Drive                    NAP          NAP          NAP          NAP           NAP
  250    03-0810220     GCM   6668 Owens Drive                     NAP          NAP          NAP          NAP           NAP
  251    2.001E+10      GCM   6320 - 6330 McLeod Drive             NAP          NAP          NAP          NAP           NAP
  252    03-0810627     GCM   Rite Aid - Hillside                  NAP          NAP          NAP          NAP           NAP
  258    03-0810237     GCM   Nogales Self Storage                 NAP          NAP          NAP          NAP           NAP
  259    03-0810238     GCM   Glendale West Self                   NAP          NAP          NAP          NAP           NAP
                              Storage
  263    03-0810661     GCM   Airport Business Center              NAP          NAP          NAP          NAP           NAP
</TABLE>


<TABLE>
<CAPTION>
                                                                 YIELD
                                                               MAINTEN-
                                                                 ANCE               MASTER
CONTROL     LOAN      ORIGI-  LOAN/PROPERTY                    INTEREST            SERVICING
NUMBER     NUMBER     NATOR        NAME                         RATE               FEE RATE
---------------------------------------------------------------------------------------------
<S>      <C>          <C>     <C>                              <C>                <C>
  161    03-0810225     GCM   Union Landing Retail                 NAP                0.0200%
                              Center
  162    03-0810251     GCM   Briarwood Apartments                 NAP                0.0200%
  164    03-0810191     GCM   Conquistador Apartments              NAP                0.0200%
  165    11432          GCM   Greenhill Corporate                  NAP                0.0200%
                              Center
  166    03-0812034     GCM   Northridge Apartments                NAP                0.0200%
  167    03-0812035     GCM   Red Coach Village                    NAP                0.0200%
                              Apartments
  170    03-0812036     GCM   The Trane Company                    NAP                0.0200%
                              Building
  177    03-0812019     GCM   Wythe Shopping Center                NAP                0.0200%
  180    03-0812029     GCM   801 West Diversey Parkway            NAP                0.0200%
  181    9.91E+09       GCM   Lafayette Business Park              NAP                0.0200%
  182    11573          GCM   Arrow Business Center                NAP                0.0200%
  185    03-0812603     GCM   Crossroads Professional              NAP                0.0200%
                              Building
  187    HHCC0064       GCM   Fran Murphy Building                 NAP                0.0200%
  188    03-0810412     GCM   Walgreen's - South                   NAP                0.0200%
                              Medford
  189    03-0810210     GCM   Sav-on and Carl's Jr.                NAP                0.0200%
  192    10896          GCM   Weatherbridge Center                 NAP                0.0200%
                              Buildings II and
                              III
  194    9.904E+09      GCM   1201 Sharp Street                    NAP                0.0200%
  197    03-0810241     GCM   Redondo Tower Apartments             NAP                0.0200%
  203    9.906E+09      GCM   Pioneer Point Apartments             NAP                0.0200%
  206    2E+10          GCM   6396, 6392, 6372 McLeod              NAP                0.0200%
                              Drive
  210    03-0812016     GCM   Summit/Breckenridge                  NAP                0.0200%
                              Apartments
  211    HHCC0063       GCM   Peppertree Apartments                NAP                0.0200%
  212    03-0812031     GCM   Hillmount Apartments                 NAP                0.0200%
  216    03-0812030     GCM   Oakwood Manor Apartments             NAP                0.0200%
  217    03-0812602     GCM   Woodbend Apartments                  NAP                0.0200%
  221    03-0810254     GCM   U-Stor Chambers                      NAP                0.0200%
                              Self-Storage
  222    03-0810218     GCM   9925-9929 Jefferson                  NAP                0.0200%
                              Boulevard
  226    03-0810232     GCM   Oro Valley Self Storage              NAP                0.0200%
  231    03-0812045a    GCM   Senate Place Apartments              NAP                0.0200%
  232    03-0812045b    GCM   Eastfield Townhouses                 NAP                0.0200%
  242    2.001E+10      GCM   6380 McLeod Drive                    NAP                0.0200%
  250    03-0810220     GCM   6668 Owens Drive                     NAP                0.0200%
  251    2.001E+10      GCM   6320 - 6330 McLeod Drive             NAP                0.0200%
  252    03-0810627     GCM   Rite Aid - Hillside                  NAP                0.0200%
  258    03-0810237     GCM   Nogales Self Storage                 NAP                0.0200%
  259    03-0810238     GCM   Glendale West Self                   NAP                0.0200%
                              Storage
  263    03-0810661     GCM   Airport Business Center              NAP                0.0200%
</TABLE>



                                     M-2-17
<PAGE>   507
                                    EXHIBIT B


                    CORPORATE REPRESENTATIONS AND WARRANTIES


          The Seller hereby represents and warrants, as of the Closing Date,
     that:

         (a) The Seller is a duly formed corporation, validly existing and in
good standing under the laws of Delaware. The principal place of business and
chief executive office of the Seller is located in the State of Connecticut.

         (b) The Seller 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.

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

         (d) The execution and delivery of this Agreement by the Seller, and the
performance and compliance with the terms of this Agreement by the Seller, will
not violate the Seller's organizational documents or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or instrument to which
it is a party or which is applicable to it or any of its assets. Attached hereto
as Exhibit E are true, correct, and complete copies of the Seller's
organizational documents in effect as of the Closing Date.

         (e) The Seller 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 Seller's
good faith and reasonable judgment, is likely to affect materially and adversely
either the ability of the Seller to perform its obligations under this Agreement
or the financial condition of the Seller.

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

         (g) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or body is
required for the consummation

                                     M-2-18
<PAGE>   508
by the Seller of the transactions contemplated herein, except for those
consents, approvals, authorizations and orders that previously have been
obtained and those filings and registrations that previously have been
completed.

         (h) No proceedings looking toward liquidation, dissolution or
bankruptcy of the Seller are pending or contemplated.

         (i) The transfer of the Mortgage Loans by the Seller to the Purchaser,
as contemplated herein, is not subject to any bulk transfer or similar law in
effect in any applicable jurisdiction.

         (j) The Seller is not transferring the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud its present or future creditors.

         (k) The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, its transfer of the Mortgage Loans to the
Purchaser, as contemplated herein.

         (l) After giving effect to its transfer of the Mortgage Loans to the
Purchaser, as provided herein, the value of the Seller's assets, either taken at
their present fair saleable value or at fair valuation, will exceed the amount
of the Seller's debts and obligations, including contingent and unliquidated
debts and obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct its
business.

         (m) The Seller does not intend to, and does not believe that it will,
incur debts or obligations beyond its ability to pay such debts and obligations
as they mature.

         (n) In connection with, and at the time of, its transfer of the
Mortgage Loans hereunder, the Seller will receive consideration constituting at
least reasonably equivalent value and fair consideration for the assets
transferred.

         (o) The execution, delivery and performance of this Agreement by the
Seller constitute bona fide and arm's length transactions and are undertaken in
the ordinary course of business of the Seller.

         (p) Seller is not a party to or bound by a written or oral agreement
granting to any person or entity an option or right of first refusal or other
arrangement to acquire directly or indirectly any of the Mortgage Loans.





                                     M-2-19
<PAGE>   509
                                    EXHIBIT C

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


     The Seller (with respect to each Mortgage Loan unless otherwise indicated)
hereby represents and warrants to SBMS VII and its successors and assigns as
provided in this Agreement (subject to the qualifications with respect to
matters of enforceability set forth below in the last paragraph of this Exhibit
C) that as of the date specified below or, if no such date is specified, as of
the date hereof, and as of the Closing Date and subject to the exceptions
disclosed on Schedule C-1 attached hereto:

         (1) Mortgage Loan Characteristics. The information set forth in the
Mortgage Loan Schedule is true, correct and complete in all material respects;
provided, however, that with respect to the information set forth with respect
to each Mortgage Loan under the captions "Physical Occupancy %," "Occupancy As
of Date," "1998 NOI," "1999 NOI," "Underwritten NOI," "Underwritten Net Cash
Flow" and "Underwritten NOI DSCR," the Seller represents only that such
information is a correct and accurate reproduction or derivation, as adjusted by
the Seller in accordance with its customary underwriting practices and
procedures, of the information provided to it by the related Borrower (or an
affiliate or principal thereof) and takes no responsibility for the accuracy or
completeness of any such information provided by the related Borrower (or such
affiliate or principal); provided, further, that the Seller has no actual
knowledge that such information is incorrect, inaccurate or incomplete following
the reasonable and customary due diligence performed by the Seller in connection
with its origination or purchase of the Mortgage Loans.

         (2) Domestic Borrower. The related Borrower is an individual who is a
citizen of, or an entity organized under the laws of, a state of the United
States of America.

         (3) Single-Purpose, Bankruptcy Remote Entity. Each Borrower of a
Mortgage Loan in excess of $25,000,000 is an entity which has represented in
connection with the origination of the Mortgage Loan, and whose organizational
documents as of the date of origination of the Mortgage Loan provide that so
long as the Mortgage Loan is outstanding, it will be a single-purpose entity
whose activities and ability to incur debt are restricted by the applicable
Mortgage or the organizational documents in a manner intended to make the
likelihood of bankruptcy proceedings being commenced by or against such Borrower
remote, and as to which the Borrower has delivered an opinion of counsel
concerning substantive non-consolidation and as to which the Borrower has at
least one independent director. For this purpose, "single-purpose entity" shall
mean a Person, other than an individual, which does not engage in any business
unrelated to the related Mortgaged Property and its financing, does not have any
assets other than those related to its interest in such Mortgaged Property or
its financing, or any indebtedness other than as permitted by the related
Mortgage or the other Mortgage Loan documents, has its own books and records
separate and apart from any other Person and holds itself out as being a legal
entity, separate and apart from any other Person.


                                     M-2-20
<PAGE>   510
         (4) Delivery of Mortgage Loans Documents. The Seller has caused or will
cause to be delivered to the Purchaser (or its designee) within the time period
prescribed in Section 2 each of the documents comprising the Mortgage File for
such Mortgage Loan.

         (5) Payment Current. All payments required to be made with respect to
such Mortgage Loan under the terms of the related Mortgage Note or the related
Mortgage (inclusive of any applicable grace or cure period) up to the Closing
Date have been made. Within the twelve months preceding the Closing Date, there
has not been any delinquency in excess of 30 days with respect to such Mortgage
Loan.

         (6) Equity Participation or Participation Interest. Such Mortgage Loan
contains no equity participation by the Seller and is a whole loan and not a
participation interest. Neither the related Note nor the related Mortgage
provides for negative amortization, unless the Mortgage Loan is an ARD loan, or
any contingent or additional interest in the form of participation in the cash
flow of the related Mortgaged Property. The Seller has no ownership interest in
such Mortgaged Property or the related Borrower other than in such Mortgage Loan
being sold and assigned. Neither the Seller nor any affiliate of the Seller has
any obligation to make any capital contributions to the related Borrower under
the Mortgage or any other related Mortgage Loan document.

         (7) Compliance with Applicable Laws. As of the date of its origination,
such Mortgage Loan either complied with, or was exempt from, applicable federal
or state laws, regulations and other requirements pertaining to usury. To the
best of the Seller's knowledge, as of the date of origination of such Mortgage
Loan, the related originator complied in all material respects with the
requirements of any and all other federal, state or local laws applicable to the
origination, servicing and collection of such Mortgage Loan. No governmental or
regulatory approval or consent is required for the sale of such Mortgage Loan by
the Seller, and the Seller has full right, power and authority to sell such
Mortgage Loan. To the extent necessary to ensure the enforceability of such
Mortgage Loan and the effective sale, transfer and assignment thereof and of the
related Mortgage Note, the originator and/or the Seller and, if applicable, each
subsequent holder of the related Mortgage Note each was qualified and
appropriately licensed to transact business in the jurisdiction in which the
related Mortgaged Property is located at the time such entity had possession of
the related Mortgage Note.

         (8) Proceeds Fully Disbursed. The proceeds of such Mortgage Loan have
been fully disbursed (although certain reserve accounts controlled by the Seller
may have been established as described in Schedule C-2), and there is no
requirement for future advances thereunder.

         (9) Origination Expenses Paid. All costs, fees and expenses incurred in
connection with the origination and closing of such Mortgage Loan, including,
without limitation, recording costs and fees, have been paid to the appropriate
person or arrangements have been made for their payment to the appropriate
person on a timely basis by the related Borrower.

         (10) Documents Valid. Each of the related Mortgage Note, the related
Mortgage and any other related Mortgage Loan document is the legal, valid and
binding

                                     M-2-21
<PAGE>   511
obligation of the related Borrower, the related guarantor or other party
executing such document (subject to any non-recourse or partial recourse
provisions contained therein), and is enforceable in accordance with its terms.
There is no valid offset, defense, counterclaim or right of rescission with
respect to such Mortgage Note, Mortgage or any other Mortgage Loan document, nor
will the operation of any of the terms of such Mortgage Note or Mortgage, or the
exercise of any right thereunder, render either such Mortgage Note or Mortgage
unenforceable or subject to any valid offset, defense, counterclaim or right of
rescission, including, without limitation, the defense of usury, and the Seller
has no knowledge that any such offset, defense, counterclaim, or right of
rescission has been asserted or is available with respect thereto. Except as
described in the immediately following sentence, the related Mortgage Note and
the related Mortgage do not require the related mortgagee to release any portion
of the related Mortgaged Property except upon payment in full of such Mortgage
Loan or the exercise of a defeasance feature. In the case of certain Mortgaged
Properties securing cross-collateralized Mortgage Loans, certain Mortgage Loans
secured by multiple Mortgaged Properties, and certain Mortgage Loans secured by
one or more parcels constituting a single Mortgaged Property, the related
mortgagee may be required to release a Mortgaged Property or a portion thereof
upon payment of a portion of the related Mortgage Loan as specified in the
related Mortgage Loan documents.

         (11) Assignment of Mortgage; Note Endorsement. The related Assignment
of Mortgage (but for the insertion of the name of the assignee and any related
recording information which is not yet available to the Seller) is or will be in
recordable form and constitutes or will constitute the Seller's legal, valid and
binding assignment to the Purchaser of the related Mortgage and any related
Assignment of Leases or assignment of Assignment of Leases. The Seller's
endorsement and delivery of the related Mortgage Note to the Purchaser in
accordance with the terms of this Agreement constitutes or will constitute the
Seller's legal, valid and binding assignment to the Purchaser of such Mortgage
Note, and together with the Seller's execution and delivery of such Assignment
of Mortgage to the Purchaser, legally and validly conveys or will convey all
right, title and interest of the Seller in such Mortgage Loan to the Purchaser.
Neither the related Mortgage Note nor the related Mortgage contain provisions
limiting the right or ability of Seller to assign, transfer and convey such
documents.

         (12) Assignment of Leases. There exists as part of the related Mortgage
File an Assignment of Leases (either as a separate instrument or incorporated
into the related Mortgage); and such Assignment of Leases creates in favor of
the holder, a valid, perfected and (subject to the exceptions set forth in
paragraph 13 below) enforceable lien of the same priority as the related
Mortgage, in the property and rights described therein;

         (13) First Lien. The related Mortgage is a legal, valid and enforceable
first lien on the related Mortgaged Property (including all buildings and
improvements on such Mortgaged Property and all installations and mechanical,
electrical, plumbing, heating and air conditioning systems located in or annexed
to such buildings, and all additions, alterations and replacements made at any
time prior to the closing date of such Mortgage Loan with respect to the
foregoing, but excluding any related personal property) which Mortgaged Property
is free and clear of all liens and encumbrances having priority over or equal to
the first lien of such Mortgage, except for (a) the lien of current real estate
taxes and special assessments not yet delinquent or accruing interest or
penalties, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such Mortgage
which do not

                                     M-2-22
<PAGE>   512
materially and adversely (i) affect the value of such Mortgaged Property as
security for such Mortgage Loan, or (ii) interfere with the related Borrower's
ability to make required interest and principal payments or to make use of such
Mortgaged Property for the intended purposes therefor, (c) leases and subleases
pertaining to such Mortgaged Property which the Seller did not require to be
subordinated to the lien of such Mortgage (provided that such leases and
subleases, if any, are with entities which are not affiliated with the Seller),
and (d) other matters which do not, individually or in the aggregate, materially
and adversely (i) affect the value of such Mortgaged Property as security for
such Mortgage Loan, or (ii) interfere with the related Borrower's ability to
make required principal and interest payments or to make use of such Mortgaged
Property for the intended purposes therefor. Subject to the foregoing
exceptions, the related Assignment of Leases has the same priority as the
related Mortgage.

         (14) No Modification, Release or Satisfaction. Except by a written
instrument which has been delivered to the Purchaser or its designee as a part
of the related Mortgage File, (a) neither the related Note nor the related
Mortgage (including any amendments or supplements thereto included in the
related Mortgage File, none of which alter the information on the Mortgage Loan
Schedule or make any of the other representations in this Agreement untrue) has
been impaired, waived, modified, altered, satisfied, canceled or subordinated or
rescinded, (b) the related Mortgaged Property has not been released from the
lien of such Mortgage and (c) the related Borrower has not been released from
its obligations under such Mortgage, in whole or in any part, in each such event
in a manner which would materially interfere with the benefits of the security
intended to be provided by such Mortgage.

         (15) Defeasance. A Mortgage Loan which permits defeasance provides
that, no earlier than the second anniversary of the Closing Date (or, in the
case of any Mortgage Loan included in its own Loan REMIC, no earlier than the
second anniversary of the "startup day" of such Loan REMIC), the related
Borrower may obtain the release of all or a portion of the related Mortgaged
Property from the lien of the related Mortgage upon the pledge to the Trustee of
non-callable U.S. Treasury or other non-callable U.S. government obligations
that provide for payments on or prior to all successive payment dates to
maturity (or, in the case of an ARD Loan, through the related Anticipated
Repayment Date) in the amounts due on such dates and upon the satisfaction of
certain other conditions. A Mortgage Loan that permits defeasance provides that
related Borrower is responsible for all reasonable costs incurred in connection
with the defeasance of any such Mortgage Loan and the release of the related
Mortgaged Property. A Mortgage Loan that permits defeasance provides that the
related Borrower is responsible for all cots incurred in connection with the
defeasance of such Mortgage Loan and the release of the related Mortgage
Property. A Mortgage Loan that permits defeasance requires that a first priority
perfected security interest opinion be provided and also requires the related
Borrower to provide either a REMIC opinion, as a condition to exercise of any
defeasance option or a written confirmation from the Rating Agencies indicating
that such defeasance will not result in a reduction, withdrawal or qualification
of the respective ratings of any outstanding Classes of Certificates. For all
loans with a Cut-off Date Balance over $5,000,000, as a condition to the
exercise of any defeasance option, either rating agency confirmation or lender
approval is required. In addition, the related Mortgage or other related
Mortgage Loan documents generally require the satisfaction of one or more of the
following conditions prior to the defeasance of the Mortgage Loan and release of
the related Mortgaged Property:


                                     M-2-23
<PAGE>   513
          (a) the related Borrower must provide the mortgagee with a prior
     written notice of not less than 30 days;

          (b) the related Borrower must either (i) deliver to the mortgagee or
     the servicer of the Mortgage Loan, as the case may be, government
     obligations described above in this Paragraph 15 or (ii) pay to the
     mortgagee or the servicer of the Mortgage Loan, as the case may be, an
     amount sufficient to purchase the government obligations described above in
     this Paragraph 15;

          (c) the related Borrower must deliver an officer's certificate to the
     effect that all of its obligations with respect to the Mortgage Loan have
     been satisfied and that the Mortgage Loan is not in default; and

          (d) the related Borrower must undertake to provide such other
     documents or information as the mortgagee may reasonably request in
     connection with such defeasance.

         (16) No Delinquent Taxes or Assessments. All tax or governmental
assessments, or installments thereof, which were due on or prior to the date of
origination had been paid as of such date and the Seller knows of no tax or
governmental assessment, or if payable in installments, any installment thereof,
which became due and owing thereafter and prior to the Closing Date in respect
of the related Mortgaged Property, which, if left unpaid, would be, or might
become, a lien on such Mortgaged Property having priority over the related
Mortgage which has become delinquent such that (a) such tax, assessment or
installment has commenced to accrue interest or penalties, or (b) the applicable
taxing authority may commence proceedings to collect such tax, assessment or
installment, as applicable.

         (17) Escrow or Reserve Deposits. As of the Closing Date, the related
reserve account(s), if any, contain all escrow deposits and other payments
required by the terms of the related Mortgage Loan documents (inclusive of any
applicable grace or cure period) to be held by the Seller as of the Closing
Date. Pursuant to Section 2 hereof, the Seller is transferring all amounts on
deposit in the related reserve account(s) to the Purchaser, or to the extent not
being transferred to the Purchaser, all escrow deposits and other payments
required under the related Mortgage Note, the related Mortgage and any other
related Mortgage Loan documents have been applied in accordance with their
intended purposes by the related Mortgage Loan originator, the Seller or its
agent.

         (18) No Third Party Advances. The Seller has not, directly or
indirectly, (a) advanced funds, (b) induced or solicited any payment from a
Person other than the related Borrower, or (c) to the Seller's knowledge,
received any payment other than from such Borrower, for the payment of any
amount required under the related Mortgage Note or the related Mortgage, except
for interest accruing from the date of such Mortgage Note or the date of
disbursement of the proceeds of such Mortgage Loan, whichever is later, to the
date which precedes by 30 days the first Due Date under such Mortgage Note.

         (19) No Condemnation or Damages. To the best of the Seller's knowledge,
no proceedings for the total or partial condemnation of the related Mortgaged
Property (a) have

                                     M-2-24
<PAGE>   514
occurred since the date as of which the appraisal relied upon in the origination
of such Mortgage Loan was prepared, or (b) are pending or threatened other than,
in each such case, proceedings as to partial condemnation which do not
materially and adversely affect the value of such Mortgaged Property as security
for such Mortgage Loan. To the best of Seller's knowledge, the related Mortgaged
Property is free of material damage. The related Mortgage requires that any
related condemnation award and/or insurance proceeds be applied either to the
restoration of the related Mortgaged Property or to the payment of the
outstanding principal balance of or accrued interest on such Mortgage Loan.

         (20) No Mechanics' Liens. To the Seller's knowledge, the related
Mortgaged Property (excluding any related personal property) (a) is free and
clear of any mechanics' and materialmen's liens or liens in the nature thereof,
and (b) no rights are outstanding that, under applicable law, could give rise to
any of these types of liens, any of which liens are or may be prior to, or equal
with, the lien of the related Mortgage, except, with respect to clauses (a) and
(b) above in this Paragraph 20, those which are insured against by the related
lender's title insurance policy referred to in Paragraph 24 of this Exhibit C
below.

         (21) Title Survey: Improvements; Separate Tax Parcels. The Seller has
delivered an as-built survey, a survey recertification, a site plan, a recorded
plat or the like with respect to the related Mortgaged Property which satisfied,
or the Seller otherwise satisfied, the requirements of the related title
insurance company for deletion of the standard general exceptions for
encroachments, boundary and other survey matters and for easements not shown by
the public records from the related title insurance policy, except with respect
to any related Mortgaged Property located in a jurisdiction (such as the State
of Texas where survey title insurance coverage is prohibited by law) in which
the exception for easements not shown by the public records could not be deleted
and such standard general exception is customarily accepted by prudent
commercial mortgage lenders in such jurisdiction. The property described in the
survey is the same as the Mortgaged Property described in the Mortgage and the
lender's title insurance policy. Except for encroachments and similar matters
which are inconsequential, do not materially and adversely affect the value of
such Mortgaged Property as security for such Mortgage Loan, or are insured
against by the related lender's title insurance policy described in Paragraph 23
of this Exhibit C below, surveys and/or title insurance obtained at the time of
the origination of such Mortgage Loan indicated or insured that (a) none of the
improvements which were included for the purpose of determining the appraised
value of such Mortgaged Property in the related appraisal obtained in connection
with of the origination of such Mortgage Loan lie outside the boundaries and
building restriction lines of such Mortgaged Property, and (b) no improvements
on adjoining properties encroach upon such Mortgaged Property. The related
Mortgaged Property constitutes one or more complete separate tax lots or is
subject to an endorsement under the related lender's title insurance policy. No
one other than the related Borrower, any guarantor or indemnitor, any tenants
under the requirements of tenant leases or (if it escrows real estate taxes) the
related mortgagee is obligated under the related Mortgage Loan documents to pay
real estate taxes on the Mortgaged Property.

         (22) Title. The Seller has good and marketable title to and is the sole
and lawful owner and beneficial holder of such Mortgage Loan. The Seller has
full power, authority and legal right to sell and assign such Mortgage Loan
hereunder, is the sole mortgagee or beneficiary of record under the related
Mortgage and is transferring such Mortgage Loan to the

                                     M-2-25
<PAGE>   515
Purchaser free and clear of any and all liens, encumbrances, participation
interests, pledges, charges or security interests of any nature encumbering such
Mortgage Loan.

         (23) Compliance with Laws. To the best of the Seller's knowledge (based
upon a letter or letters from governmental authorities, a legal opinion, an
endorsement or endorsements to the related title insurance policy, a
representation of the related Borrower at the time of origination of such
Mortgage Loan or other information reasonably acceptable to the Seller based on
the Seller's underwriting standards at the time of its origination thereof), (a)
no improvements located on or forming a part of the related Mortgaged Property
are in violation of any applicable zoning and building laws or ordinances, (b)
the related Mortgaged Property complies with all other laws and regulations
pertaining to the use and occupancy thereof (excluding Environmental Laws which
are addressed in Paragraph 35 and Paragraph 36 below) and all applicable
insurance requirements, (c) such Borrower has obtained all inspections,
licenses, permits, authorizations, and certificates necessary for such
compliance, including, but not limited to, certificates of occupancy (if
available), and (d) the Seller has not received notification from any
governmental authority that such Mortgaged Property violates or does not comply
with such laws or regulations or is being used, operated or occupied unlawfully
or that such Borrower has failed to obtain such inspections, licenses, permits,
authorizations, or certificates, except for such violation or non-compliance (i)
which does not materially and adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use for which such Mortgaged
Property was intended at the time of origination of such Mortgage Loan, (ii)
which is specifically addressed by the appraiser in the determination of the
related appraised value in connection with the origination of such Mortgage
Loan, or (iii) for which a reserve account held for the Seller has been
established in an amount sufficient to pay for the estimated costs to correct
such violations or non-compliance.

         (24) Title Insurance. The lien of the related Mortgage is insured by an
ALTA lender's title insurance policy or, if an ALTA lender's title insurance
policy is unavailable, another state-approved form of lender's title insurance
policy issued in an amount not less than the stated principal amount of such
Mortgage Loan (after all advances of principal) insuring the Seller and its
successors and assigns that the related Mortgage is a valid first lien on the
related Mortgaged Property, subject only to exceptions described in Paragraph 13
of this Exhibit C above (or, if such a title insurance policy has not yet been
issued in respect of such Mortgage Loan, such a policy will be issued and is
currently evidenced by a pro forma or specimen policy or by a "marked-up"
commitment for title insurance which was furnished by the related title
insurance company for purposes of closing such Mortgage Loan). The premium for
such title insurance policy has been paid in full and such title insurance
policy is (or, when issued, will be) in full force and effect, and upon
endorsement and delivery of the related Mortgage Note to the Purchaser and
recording of the related Assignment of Mortgage in favor of the Purchaser in the
applicable real estate records, such title insurance policy will inure to the
benefit of the Purchaser. Such title insurance policy (a) does not contain the
standard general exceptions for encroachments, boundary or other survey matters
and for easements not shown by the public records, other than matters which do
not materially and adversely (i) affect the value of the related Mortgaged
Property as security for the Mortgage Loan, or (ii) interfere with the related
Borrower's ability to make required principal and interest payments or to make
use of such Mortgaged Property for the intended purposes, and (b) only contains
such exceptions for encroachments, boundary and other survey matters as are
customarily accepted by prudent

                                     M-2-26
<PAGE>   516
commercial mortgage lenders. The Seller and its agents have not taken, or failed
to take, any action that would materially impair the coverage benefits of any
such title insurance policy. The Seller has not made any claim under such title
insurance policy.

         (25) Insurance Related to Mortgaged Property. All improvements on the
related Mortgaged Property are insured by (a) a fire and extended perils
insurance policy providing coverage on a full replacement cost basis in an
amount not less than the lesser of (i) the full replacement cost of all
improvements to such Mortgaged Property (without deduction for depreciation),
and (ii) the outstanding principal balance of such Mortgage Loan, but in any
event in an amount sufficient to avoid the operation of any co-insurance
provisions contained in such insurance policy, which policy contains a standard
mortgagee clause naming the originator or the Seller and its successors as
additional insureds; (b) an insurance policy providing business interruption or
rental continuation coverage in an amount not less than the income anticipated
from 12 months of operations of such Mortgaged Property; (c) a comprehensive
general liability insurance policy in an amount not less than $1,000,000 per
occurrence; and (d) if any material improvement on such Mortgaged Property is
located in an area identified by the Federal Emergency Management Agency as
having special flood hazards under the National Flood Insurance Act of 1968, as
amended, a flood insurance policy providing coverage in an amount not less than
the lesser of (i) the stated principal amount of the related Mortgage Note, and
(ii) the maximum amount of insurance available under the Flood Disaster
Protection Act of 1973, as amended. As of the Closing Date, the insurance
premium for each such insurance policy shall have been paid or escrowed. Each
such insurance policy contains a clause providing that it is not terminable and
may not be reduced without 30 days' prior written notice to the mortgagee
(except that, in the event of nonpayment of insurance premiums, each such
insurance policy provides for termination upon not less than 10 days' prior
written notice), and no such notice has been received by the Seller. With
respect to each such insurance policy, the Seller has received a certificate of
insurance or similar document dated within the last 12 months to the effect that
such insurance policy is in full force and effect. The Seller has no knowledge
of any action, omission, misrepresentation, negligence or fraud which would
result in the failure of any such insurance policy. The related Mortgage Loan
documents require the related Borrower or a tenant of such Borrower to maintain
each such insurance policy at its expense, but authorizes the mortgagee to
maintain any such insurance policy at the related Borrower's expense upon such
Borrower's or such tenant's failure to do so (subject to any applicable notice
or cure periods). The related Mortgage and insurance policy require that any
related insurance proceeds, in excess of a specified amount, will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or to the payment of the outstanding principal balance of or accrued
interest on such Mortgage Loan.

         (26) UCC Financing Statements. One or more Uniform Commercial Code
financing statements covering all furniture, fixtures, equipment and other
personal property (a) which are collateral under the related Mortgage or under a
security or similar agreement executed and delivered in connection with such
Mortgage Loan, and (b) in which a security interest can be perfected by the
filing of Uniform Commercial Code financing statement(s) under applicable law,
have been filed or recorded (or have been sent for filing or recording) wherever
necessary to perfect under applicable law a security interest in such furniture,
fixtures, equipment and other personal property.


                                     M-2-27
<PAGE>   517
         (27) Default, Breach and Acceleration. There is no material default,
breach, violation or event of acceleration existing under the related loan
agreement, related Mortgage Note or the related Mortgage, and the Seller has no
knowledge of any event (other than failure to make payments due but not yet
delinquent) which, with the passage of time or with notice and the expiration of
any grace or cure period, would constitute a material default, breach, violation
or event of acceleration thereunder; provided that this representation and
warranty does not cover any default, breach, violation or event of acceleration
that pertains to or arises out of the subject matter otherwise covered by any
other representation and warranty made by the Seller in this Exhibit C. The
Seller has no knowledge, after performing at the time of origination of the
related Mortgage Loan due diligence customarily performed by prudent commercial
lenders at the time of such origination, that the related Borrower is a debtor
in any state or federal bankruptcy or insolvency proceeding.

         (28) Customary Provisions. The related Mortgage Note, the related
Mortgage, and the related Assignment of Leases, together with applicable state
law, contain customary and enforceable provisions (including, without
limitation, those relating to receivers) such as to render the rights and
remedies of the holder thereof adequate for the practical realization against
the related Mortgaged Property of the principal benefits of the security
intended to be provided thereby, including realization by judicial or, if
applicable, non-judicial foreclosure.

         (29) Access Routes. (a) Surveys, title insurance reports, the title
insurance policy or other relevant documents contained in the related Mortgage
File indicate that at the time of origination of such Mortgage Loan the related
Borrower had sufficient rights with respect to amenities, ingress and egress and
similar matters identified in the appraisal of the related Mortgaged Property
obtained in connection with the origination of such Mortgage Loan, as being
critical to the appraised value thereof, and (b) such Mortgaged Property was
receiving services from public or private water, sewer and other utilities that
were adequate as of the date that the Mortgage Loan was originated, and none of
such services is subject to revocation as a result of a foreclosure or change in
ownership of an adjacent property.

         (30) Mortgage Loans Secured by Ground Lease but Not Fee Interest. With
respect to each Mortgage Loan that is secured in whole or in part by the
interest of the related Borrower as lessee under a ground lease of all or a
portion of the related Mortgaged Property (a "Ground Lease"), but the related
fee interest in the portion of such Mortgaged Property covered by such Ground
Lease (the "Fee Interest") is not subject or subordinate to the lien of the
related Mortgage, the Seller hereby represents and warrants that:

          (a) as of the Closing Date, such Ground Lease is in full force and
     effect, and such Ground Lease or a memorandum thereof has been duly
     recorded in the applicable real estate records and (i) such Ground Lease
     (or the related estoppel letter or lender protection agreement between the
     Seller and related lessor) does not prohibit the interest of the related
     lessee thereunder from being encumbered by the related Mortgage and does
     not restrict the use of the related Mortgaged Property of such lessee in a
     manner that would interfere with the related Borrower's ability to make
     required principal and interest payments or to make use of such Mortgaged
     Property for the intended purposes, or a separate written agreement
     permitting such encumbrance has been obtained, and (ii) there have been no
     material changes in the terms of such Ground Lease that would be

                                     M-2-28
<PAGE>   518
     binding on the mortgagee as successor to the lessee except as set forth in
     written instruments which are part of the related Mortgage File;

          (b) the related lessee's leasehold interest in the portion of the
     related Mortgaged Property covered by such Ground Lease is not subject to
     any liens or encumbrances securing indebtedness which are superior to, or
     of equal priority with, the related Mortgage, except for liens of current
     real estate taxes and special assessments not yet delinquent or accruing
     interest or penalties;

          (c) the related lessee's interest in such Ground Lease may be
     transferred to the Purchaser and its successors and assigns through a
     foreclosure of the related Mortgage or conveyance in lieu of foreclosure
     and, thereafter, may be transferred to another Person by the related
     mortgagee and its successors and assigns, upon notice to, but without the
     consent of, the related lessor (or, if any such consent is required, either
     (i) it has been obtained prior to the Closing Date, or (ii) it may not be
     unreasonably withheld), provided that such Ground Lease has not been
     terminated and all amounts owed thereunder have been paid;

          (d) the related lessor is required to give notice of any default under
     such Ground Lease by the related lessee to the mortgagee either under the
     terms of such Ground Lease or under the terms of a separate estoppel letter
     or written agreement;

          (e) the related mortgagee is entitled, under the terms of such Ground
     Lease or a separate estoppel letter or written agreement, to receive notice
     of any default by the related lessee under such Ground Lease, and after any
     default notice, is entitled to not less than the time provided to the
     related lessee under such Ground Lease to cure such default (which is, in
     any event, a commercially reasonable time period), which is curable during
     such period before the lessor may terminate the Ground Lease; all rights of
     the related lessee under the Ground Lease may be exercised by or on behalf
     of the mortgagee;

          (f) the currently effective term of such Ground Lease (excluding any
     extension or renewal which is not binding on the lessor thereunder) extends
     not less than 20 years beyond the Stated Maturity Date of such Mortgage
     Loan;

          (g) such Ground Lease does not impose any restrictions on subletting
     which the Seller considered to be commercially unreasonable at the time of
     its origination or purchase of such Mortgage Loan or that a prudent
     commercial mortgage lender would have considered unreasonable at such date;

          (h) as of the Closing Date, (i) no event of default has occurred under
     such Ground Lease and (ii) to Seller's knowledge, no event has occurred
     which, with the passage of time, the giving of notice or both (other than
     rental or other payments being due, but not yet delinquent), would result
     in a default or an event of default under the terms of such Ground Lease;

          (i) the related lessor has agreed in a writing included in the related
     Mortgage File that such Ground Lease may not be amended, modified,
     cancelled or

                                     M-2-29
<PAGE>   519
     terminated without the prior written consent of the Seller or the mortgagee
     and that any such action without such consent is not binding upon the
     mortgagee, its successors and assigns. Unless the mortgagee fails to cure a
     default of the lessee under the Ground Lease following notice thereof from
     the lessor as set forth in clause (e) of this Paragraph 30, the lessor is
     required to enter into a new ground lease upon termination of such Ground
     Lease for any reason (including, without limitation, rejection of such
     Ground Lease in a bankruptcy proceeding);

          (j) under the terms of such Ground Lease and the related Mortgage,
     taken together, any related insurance proceeds or condemnation award (other
     than in respect of a total or substantially total loss or taking) will be
     applied either to (i) the repair or restoration of all or part of the
     related Mortgaged Property covered by such Ground Lease, with the mortgagee
     or a trustee appointed by it having the right to hold and disburse such
     proceeds as such repair or restoration progresses (except where such
     Mortgage Loan provides that the related Borrower or its agent may hold and
     disburse such proceeds with respect to any loss or taking less than a
     stipulated amount not greater than $50,000), or (ii) the payment of the
     outstanding principal balance of and accrued interest on such Mortgage
     Loan; and

          (k) there are no existing mortgages on the Fee Interest which can be
     foreclosed upon that are not subject to the Ground Lease, and the
     provisions of the Ground Lease and/or other documents related thereto and
     included as part of the related Mortgage File preclude the creation of any
     future mortgage on the Fee Interest that can be foreclosed upon not subject
     to the Ground Lease.

          (l) except for fixed or determinable increases expressly set forth in
     such Ground Lease, such Ground Lease does not permit any increase in the
     amount of rent payable by the ground lessee during the term of the Mortgage
     Loan.

          (m) the terms of any related Ground Lease have not been waived,
     modified, altered, satisfied, impaired, cancelled, subordinated, or
     rescinded in any manner which materially interferes with the security
     intended to be provided by the related Mortgage.

         (31) Deed of Trust. With respect to any related Mortgage that is a deed
of trust or trust deed, a trustee, duly qualified under applicable law to serve
as such, has either been properly designated and currently so serves or may be
substituted in accordance with applicable law. Except in connection with (a) a
trustee's sale after default by the related Borrower or (b) the release of the
related Mortgaged Property following the payment of the related Mortgage Loan in
full, no fees or expenses are payable by the Seller or the Purchaser to such
trustee.

         (32) Cross-Security. The related Mortgaged Property is not collateral
or security for the payment or performance of (a) any other obligations owed to
the originator of such Mortgage Loan or the Seller other than another Mortgage
Loan being sold, transferred and assigned by the Seller under this Agreement, or
(b) to the Seller's knowledge, any other obligations owed to any Person other
than the Seller. The related Mortgage Note is not secured by any real property
other than a Mortgaged Property. Each related Mortgage does not provide

                                     M-2-30
<PAGE>   520
or permit, without the prior written consent of the holder of the Mortgage Note,
each related Mortgaged Property to secure any other promissory note or
obligation, other than any other Mortgage Loan.

         (33) Assignment of Leases. Except with respect to the related Mortgaged
Property or that portion of the related Mortgaged Property that is occupied by
the related Borrower, the related Mortgage Loan documents contain the provisions
of an Assignment of Leases or include a separate Assignment of Leases. Any
related Assignment of Leases incorporated within the related Mortgage or set
forth in a separate Mortgage Loan document creates on recordation (with the same
priority as the related Mortgage) a valid assignment of, or security interest
in, the right to receive all payments due under the related leases, if any.

         (34) REMIC. (a) Such Mortgage Loan is principally secured by an
interest in real property and either (i) the fair market value of such real
property was at least equal to 80% of the adjusted issue price of such Mortgage
Loan on the date of origination of such Mortgage Loan or, if such Mortgage Loan
has been "significantly modified" within the meaning of Section 1001 of the
Code, on the date of such modification (unless such modification may be
disregarded under Treas. Reg. Sec. 1.860G-2(b)(3)), or (ii) substantially all of
the proceeds of such Mortgage Loan were used to acquire or improve or protect an
interest in real property that, at origination of such Mortgage Loan, was the
only security for such Mortgage Loan; (b) such Mortgage Loan contains no equity
participation by the Seller, and neither the related Mortgage Note nor the
related Mortgage provides for any contingent or additional interest in the form
of participation in the cash flow or proceeds realized on disposition of the
related Mortgaged Property; and (c) such Mortgage Loan is a "qualified mortgage"
as defined in, and for purposes of, Section 860G(3)(A) of the Code and provides
for the payments of interest at a fixed rate or at a rate described in Treas.
Reg. Sec. 1.860G-1(a)(3).

         (35) Environmental Site Assessments. Environmental Site Assessments
(collectively, the "ESAs"), transaction screen assessments, studies or updates
prepared or obtained within [ ] months prior to the Closing Date in connection
with the origination of such Mortgage Loan identified no material adverse
environmental conditions or circumstances anticipated to require any material
expenditure with respect to any Mortgaged Property, except for: (a) those cases
where such conditions or circumstances were investigated further and, based upon
such additional investigation, a qualified environmental consultant recommended
no further investigation or remediation; (b) those cases in which an operations
and maintenance plan was recommended by the environmental consultant and such
plan was obtained or an escrow reserve established to cover the estimated costs
of obtaining such plan; (c) those conditions in which soil or groundwater
contamination was suspected or identified and either (i) such condition or
circumstance was remediated or abated prior to the date of closing of the
related Mortgage Loan, (ii) a "no further action" letter was obtained from the
applicable regulatory authority, or (iii) either an environmental insurance
policy was obtained, a letter of credit provided, an escrow reserve account
established, or an indemnity from the responsible party was obtained, to cover
the estimated costs of any required investigation, testing, monitoring or
remediation; or (d) those cases in which (i) a leaking underground storage tank
or groundwater contamination was identified to be located on or to have
originated from an offsite property, (ii) a responsible party has been
identified under applicable law, and (iii) either such condition is not known to
have affected the Mortgaged Property or the responsible party has either
received a "no

                                     M-2-31
<PAGE>   521
further action" letter from the applicable regulatory agency, established a
remediation fund, or provided a guaranty or indemnity to the related Borrower.

         (36) Notice of Environmental Problem. Other than with respect to any
conditions identified in the ESAs, transaction screen assessments, studies or
updates referred to in Paragraph 34 of this Exhibit C above, the Seller: (a) has
not received actual notice from any federal, state or other governmental
authority of (i) any failure of the related Mortgaged Property to comply with
any applicable Environmental Laws, or (ii) any known or threatened release of
Hazardous Materials on or from such Mortgaged Property in violation of any
applicable Environmental Laws; (b) has not received actual notice from the
related Borrower that (i) such Borrower has received any such notice from any
such governmental authority, (ii) such Mortgaged Property fails to comply with
any applicable Environmental Laws, or (iii) such Borrower has received actual
notice that there is any known or threatened release of Hazardous Materials on
or from such Mortgaged Property in violation of any applicable Environmental
Laws; or (c) has no actual knowledge that (i) the related Mortgaged Property
fails to materially comply with any applicable Environmental Laws or (ii) there
has been any known or threatened release of Hazardous Materials on or from such
Mortgaged Property where such release falls outside the exceptions (a) through
(d) of Paragraph 35 of this Exhibit C above.

         (37) Recourse. The related Mortgage Loan documents contain standard
provisions providing for recourse against the related Borrower or a principal of
such Borrower for damages sustained in connection with the Borrower's fraud,
material misrepresentation or misappropriation of any tenant security deposits,
rent, insurance proceeds or condemnation proceeds. The related Mortgage Loan
documents contain provisions pursuant to which the related Borrower or a
principal of such Borrower has agreed to indemnify the mortgagee for damages
resulting from violations of any applicable Environmental Laws.

         (38) Environmental Compliance. Each Mortgage Loan contains either a
representation, warranty or covenant that the related Borrower will not use,
cause or permit to exist on the related Mortgaged Property any Hazardous
Materials in violation of any applicable Environmental Laws or an indemnity with
respect to any such violation in favor of the Seller.

         (39) Inspection. The Seller or originator has inspected the related
Mortgaged Property or caused such Mortgaged Property to be inspected within the
12 months preceding the Closing Date.

         (40) Subordinate Debt. Except as has been disclosed in the Mortgage
Loan Schedule, the related Mortgage contains a provision for the acceleration
of the payment of the unpaid principal balance of such Mortgage Loan in the
event that the related Borrower encumbers the related Mortgaged Property without
the prior written consent of the mortgagee thereunder. At the time of
origination, the Mortgaged properties were not, and to the Seller's knowledge,
the Mortgaged Properties are not encumbered by any liens junior to the liens of
the related Mortgages. The Mortgage Loans do not permit the Borrowers to obtain
financing secured by the Mortgaged Properties that is subordinate to or of equal
priority with the lien of the Mortgage without lender's consent.


                                     M-2-32
<PAGE>   522
         (41) Common Ownership. To Seller's knowledge, no two properties
securing Mortgage Loans are directly or indirectly under common ownership except
to the extent that such common ownership and the ownership structure have been
specifically disclosed in Schedule C-3.

         (42) Operating or Financial Statement. The related Mortgage Loan
documents require the related Borrower to furnish to the mortgagee at least
annually an operating statement (or a balance sheet and a statement of income
and expenses) with respect to the related Mortgaged Property or, in the case of
a borrower-occupied Mortgaged Property, a financial statement with respect to
the related Borrower.

         (43) Litigation. To the best of the Seller's knowledge as of the date
of origination or purchase of such Mortgage Loan, and to the Seller's knowledge
thereafter, there is no pending action, suit, proceeding, arbitration or
governmental investigation with respect to the related Borrower or Mortgaged
Property which if determined adversely to the related Borrower would have a
material adverse effect on the value of the related Mortgaged Property or such
Borrower's ability to continue to perform its obligations under such Mortgage
Loan.

         (44) ARD Loans. With respect to each Mortgage Loan that is an ARD Loan,
it commenced amortizing on its initial scheduled Due Date (or, in the case of
certain interest-only Mortgage Loans, as otherwise set forth in the related
Mortgage Notes) and provides that: (a) the spread used in calculating its
Mortgage Rate will increase by no more than five percent (5%) in connection with
the passage of its Anticipated Repayment Date; (b) its Anticipated Repayment
Date is of the term specified [in the Mortgage Loan Schedule] following the
origination of such Mortgage Loan; (c) no later than the related Anticipated
Repayment Date, if it has not previously done so, the related Borrower is
required to enter into a "lockbox agreement" whereby all revenue from the
related Mortgaged Property shall be deposited directly into a designated account
controlled by the Servicer; and (d) any cash flow from the related Mortgaged
Property that is applied to amortize such Mortgage Loan following its
Anticipated Repayment Date shall, to the extent such net cash flow is in excess
of the Monthly Payment payable therefrom, be net of budgeted and discretionary
(lender approved) capital expenditures.

         (45) Due-on-Sale. The related Mortgage contains a "due-on-sale" clause
that provides for the acceleration of the payment of the unpaid principal
balance of such Mortgage Loan if, without the prior written consent of the
mortgagee, the related Mortgaged Property subject to such Mortgage is directly
or indirectly transferred or sold; provided that certain of the Mortgages permit
(a) changes in ownership between existing partners and members, (b) transfers to
family members (or trusts for the benefit of family members), affiliated
companies and certain specified individuals and entities, (c) issuance by the
related borrower of new partnership or membership interests, (d) certain other
changes in ownership for estate planning purposes, or (e) certain other
transfers similar in nature to the foregoing that are consistent with customary
commercial lending practices.

         (46) Loan Origination; Loan Underwriting. Each Mortgage Loan was
originated by the Seller, an affiliate of Seller or an originator approved by
the Seller, or was purchased by the related Seller, and each Mortgage Loan
substantially complied with all of the terms, conditions and requirements of the
Seller's underwriting standards in effect at the time of

                                     M-2-33
<PAGE>   523
its origination or purchase of such Mortgage Loan, subject to such exceptions as
the Seller approved.

         (47) Interest Accrual. Each related Mortgage Loan accrues interest on
an Actual/360 Basis or on a 30/360 Basis; and such Mortgage Loan accrues
interest (payable monthly in arrears) at a fixed rate of interest throughout the
remaining term of such Mortgage Loan (except if such Mortgage Loan is an ARD
Loan, in which case the accrual rate for interest will increase after its
Anticipated Repayment Date, and except in connection with the occurrence of a
default and the accrual of default interest).

         (48) Cut-off Date Balance. No Mortgage Loan, together with any other
Mortgage Loan made to the same Borrower or to an Affiliate of such Borrower,
represents more than 5% of the aggregate Cut-off Date Balance of the Mortgage
Pool.

         (49) Due Date. The Due Date for each Mortgage Loan is scheduled to be
the first day of the month (or the following business day, if such first day is
not a business day).

         (50) Appraisal. An appraisal of the related Mortgaged Property was
conducted in connection with the origination of such Mortgage Loan. Such
appraisal satisfied either: (A) the requirements of the "Uniform Standards of
Professional Appraisal Practice" as adopted by the Appraisal Standards Board of
the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, in either case as in
effect on the date such Mortgage Loan was originated.

         (51) No Release. No Mortgage Loan has been satisfied in full, and
except as expressly contemplated by the related loan agreement or other
documents contained in the related file, no material portion of the Mortgaged
Property has been released.

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

         Each representation and warranty of the Seller set forth in this
Exhibit C, to the extent related to the enforceability of any instrument,
agreement or other document or as to offsets, defenses, counterclaims or rights
of rescission related to such enforceability, is qualified to the extent that
(a) enforcement may be limited (i) by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally as from time to time in effect, (ii) by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law), and (iii) by any applicable anti-deficiency law or statute; and (b)
such instrument, agreement or other document may contain certain provisions
which may be unenforceable in accordance with their terms, in whole or in part,
but the unenforceability of such provisions will not (subject to the
qualification in clause (a) above) (i) cause the related Mortgage Note or the
related Mortgage to be void in their entirety, (ii) invalidate the related
Borrower's obligation to pay interest at the stated interest rate of such
Mortgage Note on, and repay the principal of, the related Mortgage Loan in
accordance with the payment terms of such Mortgage Note, such Mortgage and other
written agreements delivered to the Seller in connection therewith, (iii)
invalidate the obligation of any related guarantor to pay guaranteed obligations
with respect to interest at the stated interest rate of such Note on, and the
principal of, such Mortgage Loan in accordance with the payment terms of such
guarantor's

                                     M-2-34
<PAGE>   524
written guaranty, (iv) impair the mortgagee's right to accelerate and demand
payment of interest at the stated interest rate of such Mortgage Note on, and
principal of, such Mortgage Loan upon the occurrence of a legally enforceable
default, or (v) impair the mortgagee's right to realize against the related
Mortgaged Property by judicial or, if applicable, non-judicial foreclosure.





                                     M-2-35
<PAGE>   525
                                  SCHEDULE C-1


                         EXCEPTIONS TO THE MORTGAGE LOAN
                         REPRESENTATIONS AND WARRANTIES


         SECTION 2. Rep #15: Defeasance


The Cut-Off Date Balance for this loan exceeds $5,000,000, and neither rating
agency confirmation or lender approval is required as a condition to defeasance.
However, a REMIC opinion is required as a condition to defeasance.

         SECTION 3. Rep #17: Escrow Deposits/Rep #26: No Defaults


The attached Excel spreadsheet lists loans for which the loan documents provide
certain deadlines for repairs, which repairs have not been completed by the
associated deadline. The spreadsheet summarizes the status of each.


         SECTION 4. Rep #30: Unsubordinated Ground Leases


This exception is to the ground lease rep (#29), section (i) as it relates to
the 1201 Sharp Street loan (# 9904010054). For this loan, Landlord is required
to provide 60 days notice of any amendment, modification, termination or
cancellation. Although mortgagee consent is not specifically required, in the
event of foreclosure mortgagee is not bound by any modification to which it had
not previously acknowledged. There is no provision for the creation of a new
lease; however, the landlord has agreed that: (A) the lender is not required to
cure any event of default not susceptible to lender cure and (B) if lender
assumes the tenant's interest under the lease, to waive any such incurable
defaults.

         SECTION 5. Rep #39: Inspection


The following loans do not meet the 12-month prior to Closing Date standard set
forth in the Rep (assuming a 12/1/00 Closing Date). The most recent inspection
date is listed in parentheses next to each loan:



          -    Summit/Breckenridge Apts. (#03-0812016) - 9/99

          -    Little Creek Apts. (#03-0810417) - 11/99


                                     M-2-36
<PAGE>   526
          -    Lafayette Business Park (#9910010082) - 11/99







                                     M-2-37
<PAGE>   527
                                  SCHEDULE C-2

                     RESERVE ACCOUNTS CONTROLLED BY SELLER
<PAGE>   528
                                  SCHEDULE C-3

                       PROPERTIES UNDER COMMON OWNERSHIP
<PAGE>   529
                                   EXHIBIT D-1


                       FORM OF CERTIFICATE OF A SECRETARY
                      OR ASSISTANT SECRETARY OF THE SELLER


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C3 CERTIFICATE OF
            SECRETARY OF GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


         I,                , hereby certify that I am a duly elected and
acting Secretary of Greenwich Capital Financial Products, Inc. (the "Company"),
and certify further as follows:

         1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware;

         2. Attached hereto as Exhibit A is a true, correct and complete copy of
the organizational documents of the Company, as in full force and effect on the
date hereof;

         3. Attached hereto as Exhibit B is a certificate of the Secretary of
State of the State of Delaware issued within ten days of the date hereof with
respect to the good standing of the Company;

         4. Since the date of the good standing certificate referred to in
clause 3 above, the Company has not received any notification from the Secretary
of State of Delaware, or from any other source, that the Company is not in good
standing in Delaware.

         5. Attached hereto as Exhibit C are the resolutions of the board of
directors of the Company authorizing the transactions contemplated by the
Mortgage Loan Purchase Agreement dated as of December 12, 2000 (the "Mortgage
Loan Purchase Agreement"), between Salomon Brothers Mortgage Securities VII,
Inc. ("SBMS VII") and the Company.

         6. The Mortgage Loans do not constitute all or substantially all of the
assets of the Company.

         7. To the best of my knowledge, no proceedings looking toward
liquidation or dissolution of the Company are pending or contemplated.

         8. Each person who, as an officer or representative of the Company,
signed (a) the Mortgage Loan Purchase Agreement, (b) the Indemnification
Agreement dated as of December , 2000 (the "Indemnification Agreement"), among
the Company, SBMS VII, Salomon Smith Barney Inc., Greenwich Capital Markets,
Inc., Chase Securities Inc., Deutsche Bank Securities Inc., J.P. Morgan
Securities Inc. and ABN AMRO Bank N.V.; and (c) any other document or
certificate delivered on or before the date hereof in connection with the
transactions

                                     M-2-38
<PAGE>   530
contemplated by the foregoing documents, was, at the respective times of such
signing and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signature of
such person appearing on any such document is his or her genuine signature.

         Capitalized terms used but not otherwise defined herein have the
respective meanings assigned to them in the Mortgage Loan Purchase Agreement
and, if not defined therein, then in the Indemnification Agreement.





                                     M-2-39
<PAGE>   531
         IN WITNESS WHEREOF, I have hereunto signed my name as of December ,
2000.


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


         The undersigned, an officer of the Company, hereby certifies that is
the duly elected and qualified and acting Secretary of the Company and that the
signature appearing above is his/her genuine signature.

         IN WITNESS WHEREOF, I have hereunto signed my name as of December ,
2000.



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





                                     M-2-40
<PAGE>   532
                                    EXHIBIT A


                    CERTIFICATE OF INCORPORATION AND BY-LAWS






                                     M-2-41
<PAGE>   533
                                    EXHIBIT B


                          CERTIFICATE OF GOOD STANDING






                                     M-2-42
<PAGE>   534
                                    EXHIBIT C


                                   RESOLUTIONS







                                     M-2-43
<PAGE>   535
                                  EXHIBIT D-2


                        FORM OF CERTIFICATE OF THE SELLER


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C3

           CERTIFICATE OF GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


         In connection with the execution and delivery by Greenwich Capital
Financial Products, Inc. ("GCFP") of, and the consummation of the various
transactions contemplated by, that certain Mortgage Loan Purchase Agreement
dated as of December , 2000 (the "Mortgage Loan Purchase Agreement"), between
Salomon Brothers Mortgage Securities VII, Inc. ("SBMS VII") and GCFP, and the
Indemnification Agreement dated as of December , 2000 (the "Indemnification
Agreement"), among GCFP, SBMS VII, Salomon Smith Barney Inc., Greenwich Capital
Markets, Inc., Chase Securities Inc., Deutsche Bank Securities Inc., J.P. Morgan
Securities Inc. and ABN AMRO Bank N.V. (together, the Mortgage Loan Purchase
Agreement and the Indemnification Agreement are referred to herein as the
"Agreements"), the undersigned hereby certifies that (i) the representations and
warranties of GCFP in the Agreements are true and correct in all material
respects at and as of the date hereof (or, in the case of the representations
and warranties set forth in Exhibit C of the Mortgage Loan Purchase Agreement,
as of such other date specifically provided in the particular representation and
warranty) with the same effect as if made on the date hereof (or, in the case of
the representations and warranties set forth in Exhibit C of the Mortgage Loan
Purchase Agreement, on such other date specifically provided in the particular
representation and warranty), and (ii) GCFP has, in all material respects,
complied with all the agreements and satisfied all the conditions on its part
required under the Mortgage Loan Purchase Agreement to be performed or satisfied
at or prior to the date hereof. Capitalized terms used but not otherwise defined
herein have the respective meanings assigned to them in the Mortgage Loan
Purchase Agreement and, if not defined therein, then in the Indemnification
Agreement.

         Certified this                 day of December, 2000.


                                    GREENWICH CAPITAL FINANCIAL
                                       PRODUCTS, INC.


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





                                     M-2-44
<PAGE>   536
                                  EXHIBIT D-3A


                       FORM OF OPINION OF IN-HOUSE COUNSEL
                                  TO THE SELLER

                                December 19, 2000


Addressees listed on Exhibit A hereto

         Re:      Salomon Brothers Mortgage Securities VII, Inc. Commercial
                  Mortgage Pass-Through Certificates, Series 2000-C3

Ladies and Gentlemen:

         This opinion is being provided to you by in-house counsel to Greenwich
Capital Financial Products, Inc. (the "Company") pursuant to Section 7(h) the
Mortgage Loan Purchase Agreement, dated as of December 12, 2000 (the "Mortgage
Loan Purchase Agreement"), between Salomon Brothers Mortgage Securities VII,
Inc. ("SBMS VII") and the Company, relating to the sale by the Company of
certain mortgage loans (the "Mortgage Loans"). I have also acted as counsel to
the Company in connection with its entering into the Indemnification Agreement
dated as of December 12, 2000 (the "Indemnification Agreement"), among the
Company, SBMS VII, Salomon Smith Barney Inc., Chase Securities Inc., Deutsche
Bank Securities Inc., J.P. Morgan Securities Inc. and ABN AMRO Bank N.V. The
Mortgage Loan Purchase Agreement and the Indemnification Agreement are
collectively referred to herein as the "Agreements". Capitalized terms not
otherwise defined herein have the meanings assigned to them in the Mortgage Loan
Purchase Agreement.

         I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such corporate records of the Company, certificates of
public officials, officers of the Company and other persons and other documents,
agreements and instruments and have made such other investigations as I have
deemed necessary or appropriate for purposes of this opinion.

         Based upon the foregoing, I am of the opinion that:

a.       The Company is a validly existing Delaware corporation in good standing
         under the laws of the State of Delaware, with corporate power and
         authority under such laws to enter into and perform its obligations
         under the Agreements.

b.       Each Agreement has been duly authorized, executed and delivered by the
         Company.

c.       No consent, approval, authorization or order of any court, governmental
         agency or body is required in connection with the execution and
         delivery by the Company of the Agreements, except for those consents,
         approvals, authorizations or orders that previously have been obtained.

d.       The transfer of the Mortgage Loans as provided in the Agreements and
         the fulfillment of the other terms of the Agreements will not conflict
         with or result in a violation of the Certificate of Incorporation or
         the By-laws of the Company or any agreement, instrument, order, writ,
         judgment or decree known to me to which the Company is a party or is
         subject.





                                     M-2-45

<PAGE>   537


e.       To the best of my knowledge, there are no actions or proceedings
         against the Company, pending (with regard to which the Company has
         received service of process) or overtly threatened in writing before
         any court, governmental agency or arbitrator which affect the
         enforceability of the Agreements, or which would draw into question the
         validity of the Agreements or any action taken or to be taken in
         connection with the Company's obligations contemplated therein, or
         which would materially impair the Company's ability to perform under
         the terms of the Agreements.

         The opinions expressed herein are limited to the laws of ______________
and the federal law of the United States.

         This opinion is given to you for your sole benefit, and no other person
or entity is entitled to rely hereon without my express written consent.

                                     Very truly yours,



                                     Paul Stevelman, Esq.


                                     M-2-46


<PAGE>   538
                                  EXHIBIT D-3B


                       FORM OF OPINION OF SIDLEY & AUSTIN,
                          SPECIAL COUNSEL TO THE SELLER

                                 SIDLEY & AUSTIN
                A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS


<TABLE>
<S>                         <C>                                       <C>
CHICAGO                         875 THIRD AVENUE                       HONG KONG
                            NEW YORK, NEW YORK 10022
DALLAS                       TELEPHONE 212 906 2000                     LONDON
                             FACSIMILE 212 906 2021
LOS ANGELES                                                             SHANGHAI

WASHINGTON, D.C.                  FOUNDED 1866                         SINGAPORE

                                                                         TOKYO
</TABLE>


                                December 19, 2000

Salomon Brothers Mortgage
Securities VII, Inc.
388 Greenwich Street
New York, New York 10013

Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017

Deutsche Bank Securities Inc.
31 West 52nd Street, 3rd Floor
New York, New York 10019

J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260-0060

ABN AMRO Bank N.V.
135 South LaSalle Street
Chicago, Illinois 60603

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Standard & Poor's Ratings Services
55 Water Street, 41st Floor
New York, New York  10041

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Wells Fargo Bank Minnesota, N.A.
45 Broadway, 12th Floor
New York, New York 10006




          Re:  Salomon Brothers Mortgage Securities VII, Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2000-C3

Ladies and Gentlemen:


                                     M-2-47
<PAGE>   539
         We have acted as special counsel to Greenwich Capital Financial
Products, Inc. ("GCFP") in connection with certain matters relating to the
transactions contemplated by that certain Mortgage Loan Purchase Agreement,
dated as of December 12, 2000 (the "Mortgage Loan Purchase Agreement"), between
GCFP, as seller, and Salomon Brothers Mortgage Securities VII, Inc. ("SBMS
VII"), as purchaser.

         This opinion letter is being provided to you pursuant to Section 7(h)
of the Mortgage Loan Purchase Agreement. Capitalized terms not defined herein
have the respective meanings set forth in, or otherwise assigned to them
pursuant to, the Mortgage Loan Purchase Agreement.

         For the purposes of this opinion letter, we have reviewed the Mortgage
Loan Purchase Agreement. In addition, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such other documents
and records as we have deemed relevant or necessary as the basis for the
opinions contained in this letter; we have obtained such certificates from and
made such inquiries of officers and representatives of the parties to the
Mortgage Loan Purchase Agreement and public officials as we have deemed relevant
or necessary as the basis for such opinions; and we have relied upon, and
assumed the accuracy of, such other documents and records, such certificates and
the statements made in response to such inquiries, with respect to the factual
matters upon which such opinions are based. We have also assumed (i) the
truthfulness and accuracy of each of the representations and warranties as to
factual matters material to this opinion contained in the Mortgage Loan Purchase
Agreement, (ii) the legal capacity of natural persons, (iii) the genuineness of
all signatures, (iv) the authenticity of all documents submitted to us as
originals, (v) the conformity to authentic originals of all documents submitted
to us as certified, conformed or photostatic copies, (vi) the due organization
of the parties to the Mortgage Loan Purchase Agreement and the valid existence
of each such entity in good standing under the laws of its jurisdiction of
organization, (vii) except as expressly addressed in paragraph 2 below, the
power and authority of the parties to the Mortgage Loan Purchase Agreement to
enter into, perform under and consummate the transactions contemplated by the
Mortgage Loan Purchase Agreement, without any resulting conflict with or
violation of the organizational documents of any such party or with or of any
law, rule, regulation, order or decree applicable to any such party or its
assets, and without any resulting default under or breach of any other agreement
or instrument by which any such party is bound or which is applicable to it or
its assets, (viii) the due authorization by all necessary action, and the due
execution and delivery, of the Mortgage Loan Purchase Agreement by the parties
thereto, (ix) except as expressly addressed in paragraph 1 below, the
constitution of the Mortgage Loan Purchase Agreement as the legal, valid and
binding obligation of each party thereto, enforceable against such party in
accordance with its terms, and (x) the absence of any other agreement that
supplements or otherwise modifies the intentions and agreements of the parties
to the Mortgage Loan Purchase Agreement, as expressed therein.

         In delivering this opinion letter, we do not express any opinions
concerning the laws of any jurisdiction other than the laws of the State of New
York and, where expressly referred to below, the federal laws of the United
States of America (without regard to conflicts of law principles). In addition,
we do not express any opinion with respect to the tax, securities or "doing
business" laws of any particular jurisdiction or with respect to any matter not
expressly addressed below.


                                     M-2-48
<PAGE>   540
         Our opinions set forth below with respect to the enforceability of any
agreement or any particular right or obligation under any agreement are subject
to: (1) general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing and the doctrine of estoppel; (2)
the possible unavailability of specific performance and injunctive relief,
regardless of whether considered in a proceeding in equity or at law; (3) the
effect of certain laws, rules, regulations and judicial and other decisions upon
the enforceability of (a) any provision that purports to waive (i) the
application of any federal, state or local statute, rule or regulation, (ii) the
application of any general principles of equity or (iii) the obligation of
diligence, (b) any provision that purports to grant any remedies that would not
otherwise be available at law, to restrict access to any particular legal or
equitable remedies, to make any rights or remedies cumulative and enforceable in
addition to any other right or remedy, to provide that the election of any
particular remedy does not preclude recourse to one or more other remedies, to
provide that the failure to exercise or the delay in exercising rights or
remedies will not operate as a waiver of such rights or remedies, to impose
penalties or forfeitures, or to provide for set-off in the absence of mutuality
between the parties, (c) any provision that purports to release, exculpate or
exempt a party from, or indemnify a party for, liability for any act or omission
on its part that constitutes negligence, recklessness or willful or unlawful
conduct, (d) any provision that purports to govern matters of civil procedure,
including any such provision that purports to establish evidentiary standards,
to waive objections to venue or forum, to confer subject matter jurisdiction on
any court that would not otherwise have such jurisdiction or to waive any right
to a jury trial, or (e) any provision that purports to render unenforceable any
modification, waiver or amendment that is not executed in writing, to sever any
provision of any agreement, to appoint any person or entity as the
attorney-in-fact of any other person or entity or to provide that any agreement
or any particular provision thereof is to be governed by or construed in
accordance with the laws of any jurisdiction other than the State of New York;
(4) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable
preference, fraudulent conveyance and transfer, moratorium and other similar
laws affecting the rights of creditors or secured parties generally; and (5)
public policy considerations underlying the securities laws, to the extent that
such public policy considerations limit the enforceability of any provision of
any agreement that purports or is construed to provide indemnification with
respect to securities law violations.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. The Mortgage Loan Purchase Agreement constitutes a valid, legal and
binding agreement of GCFP, enforceable against GCFP in accordance with its
terms.

         2. The execution, delivery and performance of the Mortgage Loan
Purchase Agreement by GCFP will not conflict with or result in a violation of
any federal or State of New York statute or regulation generally applicable to
domestic corporations in connection with transactions of the type contemplated
by the Mortgage Loan Purchase Agreement.




                                     M-2-49
<PAGE>   541
         The opinions expressed herein are being delivered to you as of the date
hereof, and we assume no obligation to advise you of any changes of law or fact
that may occur after the date hereof, notwithstanding that such changes may
affect the legal analysis or conclusions contained herein. This opinion letter
is being delivered solely for your benefit in connection with the transactions
contemplated by the Mortgage Loan Purchase Agreement. Accordingly, it may not be
quoted, filed with any governmental authority or other regulatory agency or
otherwise circulated or utilized for any other purpose without our prior written
consent.

                                          Very truly yours,




                                     M-2-50
<PAGE>   542
                                  EXHIBIT D-3C


                             FORM OF LETTER RELATING
                       TO DISCLOSURE FROM SIDLEY & AUSTIN,
                          SPECIAL COUNSEL TO THE SELLER



                                SIDLEY & AUSTIN

                A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS


       CHICAGO                 875 THIRD AVENUE               HONG KONG
                           NEW YORK, NEW YORK 10022
       DALLAS               TELEPHONE 212 906 2000              LONDON
                            FACSIMILE 212 906 2021
     LOS ANGELES                                               SHANGHAI

       SEATTLE                   FOUNDED 1866                 SINGAPORE

  WASHINGTON, D.C.                                              TOKYO



                                December 19, 2000

Salomon Brothers Mortgage                  Deutsche Bank Securities Inc.
   Securities VII, Inc.                    31 West 52nd Street, 3rd Floor
388 Greenwich Street                       New York, New York  10019
New York, New York  10013

Salomon Smith Barney Inc.                  J.P. Morgan Securities Inc.
388 Greenwich Street                       60 Wall Street
New York, New York  10013                  New York, New York  10260-0060

Greenwich Capital Markets, Inc.            ABN AMRO Bank N.V.
600 Steamboat Road                         135 South LaSalle Street
Greenwich, Connecticut  06830              Chicago, Illinois  60603

Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York  10017

          Re:      Salomon Brothers Mortgage Securities VII, Inc.
                   Commercial Mortgage Pass-Through Certificates, Series 2000-C3

Ladies and Gentlemen:

         We have acted as special counsel to Salomon Brothers Mortgage
Securities VII, Inc. (the "Depositor"), Salomon Brothers Realty Corp. ("SBRC"),
Greenwich Capital Financial Products, Inc. ("GCFP") and Artesia Mortgage Capital
Corporation ("AMCC") in connection with certain matters relating to the
following transactions (collectively, the "Transactions"):

         (i)      the sale by SBRC, and the purchase by the Depositor, of
     certain multifamily and commercial mortgage loans (the "SBRC Mortgage
     Loans"), pursuant to that certain Mortgage Loan Purchase Agreement, dated
     as of December 12, 2000 (the "SBRC Mortgage Loan Purchase Agreement"),
     between SBRC and the Depositor;

         (ii)     the sale by GCFP, and the purchase by the Depositor, of
     certain multifamily and commercial mortgage loans (the "GCFP Mortgage
     Loans"), pursuant to





                                     M-2-51
<PAGE>   543
SIDLEY & AUSTIN                                            NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 2

     that certain Mortgage Loan Purchase Agreement, dated as of December 12,
     2000 (the "GCFP Mortgage Loan Purchase Agreement"), between GCFP and the
     Depositor;

         (iii)    the sale by AMCC, and the purchase by the Depositor, of
     certain multifamily and commercial mortgage loans (the "AMCC Mortgage
     Loans"), pursuant to that certain Mortgage Loan Purchase Agreement, dated
     as of December 12, 2000 (the "AMCC Mortgage Loan Purchase Agreement"),
     between AMCC and the Depositor;

         (iv)     the sale by LaSalle Bank National Association ("LBNA"), and
     the purchase by the Depositor, of certain multifamily and commercial
     mortgage loans (the "LBNA Mortgage Loans"), pursuant to that certain
     Mortgage Loan Purchase Agreement, dated as of December 12, 2000 (the "LBNA
     Mortgage Loan Purchase Agreement"), between LBNA and the Depositor;

         (v)      the creation of a common law trust (the "Trust") and the
     issuance of an aggregate $914,661,061 Certificate Principal Balance of
     Commercial Mortgage Pass-Through Certificates, Series 2000-C3 (the
     "Certificates"), consisting of 18 classes designated Class A-1, Class A-2,
     Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class H,
     Class J, Class K, Class L, Class M, Class N, Class P, Class R and Class Y,
     pursuant to that certain Pooling and Servicing Agreement, dated as of
     December 1, 2000 (the "Pooling and Servicing Agreement"), among the
     Depositor as depositor, Midland Loan Services, Inc., as master servicer,
     Lennar Partners, Inc., as special servicer, Wells Fargo Bank Minnesota,
     N.A., as trustee (the "Trustee"), and LaSalle Bank National Association, as
     certificate administrator and tax administrator;

         (vi)     the conveyance of the SBRC Mortgage Loans, the GCFP Mortgage
     Loans, the AMCC Mortgage Loans and the LBNA Mortgage Loans (collectively,
     the "Mortgage Loans") by the Depositor to the Trust, pursuant to the
     Pooling and Servicing Agreement, in exchange for the issuance of the
     Certificates; and

         (vii)    the sale by the Depositor, and the purchase by Salomon Smith
     Barney Inc. ("SSBI"), Greenwich Capital Markets, Inc. ("Greenwich
     Capital"), Chase Securities Inc. ("Chase"), Deutsche Bank Securities Inc.
     ("Deutsche Bank"), J.P. Morgan Securities Inc. ("J.P. Morgan") and ABN AMRO
     Bank N.V. ("ABN AMRO"; and, together with SSBI, Greenwich Capital, Chase,
     Deutsche Bank and J.P. Morgan in such capacity, the "Underwriters"), of the
     Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class F
     Certificates (collectively, the "Publicly Offered Certificates"), pursuant
     to that


                                     M-2-52

<PAGE>   544
SIDLEY & AUSTIN                                                        NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 3

     certain Underwriting Agreement, dated as of December 12, 2000 (the
     "Underwriting Agreement"), between the Depositor and the Underwriters.

         The SBRC Mortgage Loan Purchase Agreement, the GCFP Mortgage Loan
Purchase Agreement, the AMCC Mortgage Loan Purchase Agreement and the LBNA
Mortgage Loan Purchase Agreement are collectively referred to herein as the
"Mortgage Loan Purchase Agreements". The Mortgage Loan Purchase Agreements, the
Pooling and Servicing Agreement, the Underwriting Agreement and the Certificate
Purchase Agreement are collectively referred to herein as the "Agreements".
Capitalized terms not defined herein have the respective meanings set forth in
the Pooling and Servicing Agreement and, to the extent not defined therein, in
the other Agreements.

         For the purposes of this letter, we have reviewed: the Agreements; the
Depositor's registration statement on Form S-3 (No. 333-40426) (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"); the
Prospectus, dated December 12, 2000, relating to publicly offered mortgage
pass-through certificates evidencing interests in trust funds established by the
Depositor (the "Basic Prospectus"); and the Prospectus Supplement, dated
December 12, 2000, specifically relating to the Trust and the Publicly Offered
Certificates (including all exhibits and annexes thereto, the "Prospectus
Supplement"; and, together with the Basic Prospectus, the "Prospectus"). In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents and records as we have
deemed relevant or necessary as the basis for the statements made in this
letter; we have obtained such certificates from and made such inquiries of
officers and representatives of the respective parties to the Agreements and
public officials as we have deemed relevant or necessary as the basis for the
statements made in this letter; and we have relied upon, and assumed the
accuracy of, such other documents and records, such certificates and the
statements made in response to such inquiries, with respect to the factual
matters upon which the statements made in this letter are based. We have also
assumed (i) the truthfulness and accuracy of each of the representations and
warranties as to factual matters contained in the Agreements, (ii) the legal
capacity of natural persons, (iii) the genuineness of all signatures, (iv) the
authenticity of all documents submitted to us as originals, (v) the conformity
to authentic originals of all documents submitted to us as certified, conformed
or photostatic copies, (vi) the due authorization by all necessary action, and
the due execution and delivery, of the Agreements by the parties thereto, (vii)
the constitution of each of the Agreements as the legal, valid and binding
obligation of each party thereto, enforceable against such party in accordance
with its terms, (viii) compliance with the Agreements by the

                                     M-2-53

<PAGE>   545

SIDLEY & AUSTIN                                                        NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 4

parties thereto, (ix) the conformity, to the requirements of the Pooling and
Servicing Agreement and the respective Mortgage Loan Purchase Agreements, of the
Mortgage Notes, the Mortgages and the other documents relating to the Mortgage
Loans delivered to the Trustee by, on behalf of or at the direction of the
Depositor, SBRC, GCFP, AMCC and LBNA, (x) the conformity of the text of each
document filed with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval System to the printed documents reviewed by
us, and (xi) the absence of any agreement that supplements or otherwise modifies
the intentions and agreements of the parties to the Agreements, as expressed
therein. In rendering this letter, we do not make any statement concerning the
laws of any jurisdiction other than the federal laws of the United States of
America.

         In the course of acting as special counsel to the Depositor, SBRC, GCFP
and AMCC in connection with the preparation of the Prospectus, we have generally
reviewed and discussed with certain representatives of the Depositor, SBRC,
GCFP, AMCC, LBNA, SSBI, Greenwich Capital and the other parties to the
Agreements and their respective counsel (in addition to us) the information set
forth in the Prospectus, other than any documents or information incorporated by
reference in either the Prospectus or the Memorandum. In addition, we have
reviewed loan summaries delivered to us by SBRC, GCFP and AMCC with respect to
the SBRC Mortgage Loans, the GCFP Mortgage Loans and the AMCC Mortgage Loans,
respectively; and we have undertaken a limited review of copies of certain
environmental insurance policies and other selected Mortgage Loan documents with
respect to certain SBRC Mortgage Loans, GCFP Mortgage Loans and AMCC Mortgage
Loans. While we have not otherwise made any independent check or verification
of, and do not assume any responsibility for, the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus, on the basis of the foregoing, nothing has come to our attention
that causes us to believe that the Registration Statement, as of its effective
date, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or that the Prospectus, as of the date of the Prospectus
Supplement or as of the date hereof, contained or contains any untrue statement
of a material fact or omitted or omits to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, except that we make no statement as to: (i) any
accounting, financial or statistical data or other information of that nature
contained in or omitted from the Registration Statement or the Prospectus; (ii)
any documents or information incorporated by reference in the Registration
Statement or the Prospectus; (iii) any information on the diskette that
accompanies the Prospectus; or (iv) any information with respect to the
characteristics of the LBNA Mortgage

                                     M-2-54
<PAGE>   546

SIDLEY & AUSTIN                                                        NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 5

Loans, the related Borrowers and/or the related Mortgaged Properties contained
in or omitted from the Prospectus. In that connection, we advise you that we
have, as to materiality, relied to the extent we deemed appropriate upon the
judgment of officers and representatives of the Depositor, SBRC, GCFP and AMCC.
In addition, in that connection, we call to your attention that, with your
knowledge and consent, except as stated above, we have not examined or otherwise
reviewed any of the Mortgage Files, Servicing Files or any particular documents
contained in such files or any other documents with respect to the Mortgage
Loans.

         When used in this letter, the term "attention" or any other word or
phrase of similar import means the conscious awareness of facts or other
information of solely those attorneys who are currently practicing law with
Sidley & Austin and have been actively involved in representing the Depositor,
SBRC, GCFP and AMCC in connection with any matters relating to the Transactions.
With your permission, no attempt was made by such attorneys to gather
information from any other attorneys currently practicing law with Sidley &
Austin that may have represented the Depositor, SBRC, GCFP, AMCC or any of their
respective affiliates in other matters or to review any files associated with
those matters.

         This letter is being delivered to you as of the date hereof, and we
assume no obligation to advise you of any changes of law or fact that may occur
after the date hereof, notwithstanding that such changes may affect the
statements made herein. This letter is solely for your benefit in connection
with the Transactions and may not be relied on in any manner for any other
purpose or by any other person or transmitted to any other person without our
prior consent.

                                         Very truly yours,


                                     M-2-55

<PAGE>   547
                                    EXHIBIT E
                     ORGANIZATIONAL DOCUMENTS OF THE SELLER






                                     M-2-56

<PAGE>   548
                                  EXHIBIT M-3


                       FORM OF AMCC MORTGAGE LOAN PURCHASE
                                    AGREEMENT
<PAGE>   549
                        MORTGAGE LOAN PURCHASE AGREEMENT


         This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of December 12, 2000, between Artesia Mortgage Capital Corporation,
a Delaware corporation ("AMCC"), as seller (in such capacity, together with its
successors and permitted assigns hereunder, the "Seller"), and Salomon Brothers
Mortgage Securities VII, Inc., a Delaware corporation ("SBMS VII"), as purchaser
(in such capacity, together with its successors and permitted assigns hereunder,
the "Purchaser").


                                    RECITALS

         AMCC desires to sell, assign, transfer and otherwise convey to SBMS
VII, without recourse, and SBMS VII desires to purchase, subject to the terms
and conditions set forth herein, the multifamily and commercial mortgage loans
(the "Mortgage Loans") identified on the schedule annexed hereto as Exhibit A
(the "Mortgage Loan Schedule"), as such schedule may be amended from time to
time pursuant to the terms hereof.

         A real estate mortgage investment conduit ("REMIC") election has been
made with respect to each of two Mortgage Loans (the resulting REMICs being
herein referred to as "Loan REMICs"), for federal income tax purposes. AMCC also
desires to sell, assign, transfer and otherwise convey to SBMS VII, without
recourse, and SBMS VII desires to purchase, subject to the terms and conditions
set forth herein, the regular interests (the "Loan REMIC Regular Interests") and
residual interests (the "Loan REMIC Residual Interests"; and, collectively with
the Loan REMIC Regular Interests, the "Loan REMIC Interests") in the Loan
REMICs.

         SBMS VII intends to create a trust (the "Trust"), the primary assets of
which will be the Mortgage Loans, certain other multifamily and commercial
mortgage loans (the "Other Loans"; and, together with the Mortgage Loans, the
"Securitized Loans") and the Loan REMIC Interests. Beneficial ownership of the
assets of the Trust (such assets collectively, the "Trust Fund") will be
evidenced by a series of mortgage pass-through certificates (the
"Certificates"). Certain classes of the Certificates will be rated by Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and
Moody's Investors Service, Inc. (together, the "Rating Agencies"). Certain
classes of the Certificates (the "Registered Certificates") will be subject to
registration under the Securities Act of 1933, as amended (the "Securities
Act"). The Trust will be created and the Certificates will be issued pursuant to
a pooling and servicing agreement to be dated as of December 1, 2000 (the
"Pooling and Servicing Agreement"), among SBMS VII, as depositor, Midland Loan
Services, Inc., as master servicer (the "Master Servicer"), Lennar Partners,
Inc., as special servicer ( "Special Servicer"), and Wells Fargo Bank Minnesota,
N.A., as trustee (the "Trustee"). Capitalized terms used but not otherwise
defined herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement as in full force and effect on the Closing Date (as defined
in Section 1 hereof). It is anticipated that SBMS VII will transfer the Mortgage
Loans and the Loan REMIC Interests to the Trust contemporaneously with its
purchase of the Mortgage Loans and the Loan REMIC Interests hereunder.


                                     M-3-2
<PAGE>   550
         The Depositor will acquire some of the Other Loans from Salomon
Brothers Realty Corp. ("SBRC"), some of the Other Loans from Greenwich Capital
Financial Products, Inc. ("GCFP"), and the remaining Other Loans from LaSalle
Bank National Association ("LaSalle"; and, collectively with SBRC and GCFP, the
"Other Loan Sellers").

         SBMS VII intends to sell the Registered Certificates to Salomon Smith
Barney Inc. ("SSBI"), Greenwich Capital Markets, Inc. ("Greenwich Capital"),
Chase Securities Inc. ("Chase"), Deutsche Bank Securities Inc. ("Deutsche
Bank"), J.P. Morgan Securities Inc. ("J.P. Morgan") and ABN AMRO Bank N.V. ("ABN
AMRO"), pursuant to an underwriting agreement, dated as of the date hereof (the
"Underwriting Agreement"), among SBMS VII, SSBI, Greenwich Capital, Chase,
Deutsche Bank, J.P. Morgan and ABN AMRO; and SBMS VII intends to sell the
remaining Certificates (the "Non-Registered Certificates") to SSBI and Greenwich
Capital, pursuant to a certificate purchase agreement, dated as of the date
hereof (the "Certificate Purchase Agreement"), among SBMS VII, SSBI and
Greenwich Capital. The Registered Certificates are more fully described in the
prospectus dated December 12, 2000 (the "Basic Prospectus"); and the supplement
to the Basic Prospectus dated December 12, 2000 (the "Prospectus Supplement";
and, together with the Basic Prospectus, the "Prospectus"), as each may be
amended or supplemented any time hereafter. Certain classes of the
Non-Registered Certificates are more fully described in the private placement
memorandum dated December 12, 2000 (the "Memorandum"), as it may be amended or
supplemented at any time hereafter.

         AMCC will indemnify SBMS VII, SSBI, Greenwich Capital, Chase, Deutsche
Bank, J.P. Morgan, ABN AMRO and certain related parties with respect to the
disclosure regarding the Mortgage Loans and AMCC contained in the Prospectus,
the Memorandum and certain other disclosure documents and offering materials
relating to the Certificates, pursuant to an indemnification agreement dated as
of the date hereof (the "Indemnification Agreement"), among AMCC, SBMS VII,
SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan and ABN AMRO.

         Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

         SECTION 1. Agreement to Purchase.


         The Seller agrees to sell, assign, transfer and otherwise convey
(without recourse) to the Purchaser, and the Purchaser agrees to purchase,
subject to the terms and conditions set forth herein, the Mortgage Loans and the
Loan REMIC Interests. The purchase and sale of the Mortgage Loans and the Loan
REMIC Interests shall take place on December 19, 2000 or such other date as
shall be mutually acceptable to the parties hereto (the "Closing Date"). As of
the close of business on their respective due dates in December 2000
(individually, on a loan-by-loan basis, and collectively, the "Cut-off Date"),
the Mortgage Loans will have an aggregate principal balance, after application
of all payments of principal due on the Mortgage Loans on or before such date,
whether or not received, of $114,046,135, subject to a variance of plus or minus
5%. The purchase price for the Mortgage Loans and the Loan REMIC Interests shall
be $___________, together with accrued interest on the Mortgage Loans at their
respective Net Mortgage Rates from and including the Cut-off Date to but not
including the Closing Date, and

                                     M-3-3
<PAGE>   551
shall be paid to the Seller by wire transfer in immediately available funds on
the Closing Date (or by such other method as shall be mutually acceptable to the
parties hereto).

         SECTION 2. Conveyance of the Mortgage Loans.

         (a) Effective as of the Closing Date, subject only to its receipt and
acceptance of the purchase price referred to in Section 1 hereof, the Seller
does hereby transfer, assign, set over and otherwise convey to the Purchaser,
without recourse but subject to the terms of this Agreement, all the right,
title and interest of the Seller in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date, including, without limitation, all of
the Seller's right, title and interest in and to the proceeds of any related
title, hazard or other insurance policies received by the Seller on or with
respect to the Mortgage Loans after the Cut-off Date and any Additional
Collateral, and in and to the Loan REMIC Interests. The Seller shall, within 15
days of the discovery of an error on the Mortgage Loan Schedule, amend the
Mortgage Loan Schedule and deliver to the Purchaser or its designee an amended
Mortgage Loan Schedule. The Mortgage Loan Schedule, as it may be amended, shall
conform to the requirements set forth in this Agreement.

         (b) The Purchaser shall be entitled to receive all scheduled payments
of principal and interest due on the Mortgage Loans after the Cut-off Date, and
all other recoveries of principal and interest collected thereon after the
Cut-off Date (other than scheduled payments of principal and interest due on the
Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong to the Seller).

         (c) On or before the Closing Date, the Seller shall, at its expense,
deliver or cause to be delivered to the Purchaser or its designee the Mortgage
File and any Additional Collateral (other than reserve funds and escrow
payments) with respect to each Mortgage Loan. Unless the Purchaser notifies the
Seller in writing to the contrary, the designated recipient of the items
described in the preceding sentence shall be the Trustee.

         If the Seller cannot deliver on the Closing Date any original or
certified recorded document or original policy of title insurance which is to be
delivered as part of the related Mortgage File, solely because the Seller is
delayed in making such delivery by reason of the fact that such original or
certified recorded document has not been returned by the appropriate recording
office or such original policy of title insurance has not yet been issued, then
the Seller shall notify the Purchaser, in writing, of such delay (unless the
Trustee shall have provided the Purchaser with an exception report indicating
such delay), and the Seller shall deliver such documents to the Purchaser or its
designee promptly upon the Seller's receipt thereof.

         In addition, unless previously delivered by the Seller to the Purchaser
or its designee, the Seller shall, at its expense, deliver to and deposit with,
or cause to be delivered to and deposited with, the Purchaser or its designee,
the following items, within 10 days following the Closing Date (or, if any of
the following items are not in the actual possession of the Seller, within 30
days following the Closing Date): (i) copies of the Mortgage Files for the
respective Mortgage Loans; (ii) originals or copies of all financial statements,
appraisals, environmental/engineering reports, leases, rent rolls and tenant
estoppels in the possession or under the control of the Seller that relate to
the Mortgage Loans and, to the extent they are not

                                     M-3-4
<PAGE>   552
required to be a part of a Mortgage File in accordance with the definition
thereof, originals or copies of all documents, certificates and opinions in the
possession or under the control of the Seller that were delivered by or on
behalf of the related Borrowers in connection with the origination of the
Mortgage Loans and that are necessary for the ongoing servicing and
administration of the Mortgage Loans; and (iii) all unapplied reserve funds and
escrow payments in the possession or under the control of the Seller that relate
to the Mortgage Loans, other than those that are to be retained by a
sub-servicer or primary servicer that will continue to act on behalf of the
Purchaser. Unless the Purchaser notifies the Seller in writing to the contrary,
the designated recipient of the items described in clauses (i) - (iii) of the
preceding sentence shall be the Master Servicer.

         The Seller shall also provide to the Purchaser or its designee the
initial data on the Mortgage Loans (as of the Closing Date or the most recent
earlier date for which such date is available) contemplated by the Loan Set-up
File, the Loan Periodic Update File, the Operating Statement Analysis Report and
the Property File.

         (d) The Seller shall be responsible for all reasonable costs and
expenses associated with recording and/or filing any and all assignments and
other instruments of transfer to the Purchaser with respect to the Mortgage
Loans that are required to be recorded or filed, as the case may be, under the
Pooling and Servicing Agreement; provided that the Seller shall not be
responsible for actually recording or filing any such assignments or other
instruments of transfer. If any such assignment or other instrument of transfer
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, and the Seller receives notice to such effect from the Purchaser
or its designee, then the Seller shall prepare or cause the preparation of a
substitute therefor or cure such defect, as the case may be. The Seller shall
provide the Purchaser or its designee with a power of attorney to enable it or
them to record any loan documents that the Purchaser has been unable to record.

         (e) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller shall report its transfer of the
Mortgage Loans and the Loan REMIC Interests to the Purchaser, as provided
herein, as a sale of those assets to the Purchaser in exchange for the
consideration specified in Section 1 hereof. In connection with the foregoing,
the Seller shall cause all of its records to reflect such transfer as a sale (as
opposed to a secured loan) and to reflect that the Mortgage Loans are no longer
property of the Seller.

         (f) After the Seller's transfer of the Mortgage Loans and the Loan
REMIC Interests to the Purchaser, as provided herein, the Seller shall not take
any action inconsistent with the Purchaser's ownership of the Mortgage Loans and
the Loan REMIC Interests. Except for actions that are the express responsibility
of another party hereunder or under the Pooling and Servicing Agreement, and
further except for actions that the Seller is expressly permitted to complete
subsequent to the Closing Date, the Seller shall, on or before the Closing Date,
take all actions required under applicable law to effectuate the transfer of the
Mortgage Loans and the Loan REMIC Interests by the Seller to the Purchaser.


                                     M-3-5
<PAGE>   553
         SECTION 3. Examination of Mortgage Loan Files and Due Diligence Review.

         The Seller shall reasonably cooperate with any examination of the
Mortgage Files for, and any other documents and records relating to, the
Mortgage Loans and the Loan REMICs, that may be undertaken by or on behalf of
the Purchaser. The fact that the Purchaser has conducted or has failed to
conduct any partial or complete examination of any of the Mortgage Files for,
and/or any of such other documents and records relating to, the Mortgage Loans
and the Loan REMICs, shall not affect the Purchaser's right to pursue any remedy
available in equity or at law for a breach of the Seller's representations and
warranties made pursuant to Section 4, except as such remedies are otherwise
limited by the terms of this Agreement.

         SECTION 4. Representations, Warranties and Covenants of the Seller.


         (a) The Seller hereby makes, as of the Closing Date, to and for the
benefit of the Purchaser, each of the representations and warranties set forth
in Exhibit B.

         (b) The Seller hereby makes, as of the Closing Date (or as of such
other date specifically provided in the particular representation or warranty)
to and for the benefit of the Purchaser, each of the representations and
warranties set forth in Exhibit C.

         (c) It is understood and agreed that the representations and warranties
set forth in this Section 4 shall survive delivery of the respective Mortgage
Files to the Purchaser or its designee and shall inure to the benefit of the
Purchaser for so long as any of the Mortgage Loans and/or the Loan REMIC
Interests remains outstanding, notwithstanding any restrictive or qualified
endorsement or assignment.

     SECTION 4A. Representations, Warranties and Covenants of Purchaser.


     The Purchaser hereby represents and warrants, as of the Closing Date, that:

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

         (d) The Purchaser 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.

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

         (f) The execution and delivery of this Agreement by the Purchaser, and
the performance and compliance with the terms of this Agreement by the
Purchaser, will not violate the Purchaser's organizational documents or
constitute a default (or an event which, with notice

                                     M-3-6
<PAGE>   554
or lapse of time, or both, would constitute a default) under, or result in the
breach of, any material agreement or instrument to which it is a party or which
is applicable to it or any of its assets.

         (g) The Purchaser 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
Purchaser's good faith and reasonable judgment, is likely to affect materially
and adversely either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.

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

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

         SECTION 5. Notice of Breach; Cure, Repurchase and Substitution.

         (a) Within 90 days of the earlier of discovery or receipt of notice by
the Seller that there has been a Material Breach or a Material Document Defect,
the Seller shall, subject to subsection (b) below, (i) cure such Material Breach
or Material Document Defect, as the case may be, in all material respects or
(ii) repurchase each affected Mortgage Loan (each, a "Defective Mortgage Loan")
at the related Purchase Price provided for in the Pooling and Servicing
Agreement, which Purchase Price shall be deposited or delivered in accordance
with the directions of the Purchaser; provided that if (i) any such Material
Breach or Material Document Defect, as the case may be, does not affect whether
the Defective Mortgage Loan was, is or will continue to be, a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code (a "Qualified
Mortgage"), (ii) such Material Breach or Material Document Defect, as the case
may be, is capable of being cured but not within such 90-day period, (iii) the
Seller has commenced and is diligently proceeding with the cure of such Material
Breach or Material Document Defect, as the case may be, within such 90-day
period, and (iv) the Seller shall have delivered to the Purchaser a
certification executed on behalf of the Seller by an officer thereof setting
forth the reason that such Material Breach or Material Document Defect, as the
case may be, is not capable of being cured within the initial 90-day period and
what actions the Seller is pursuing in connection with the cure thereof and
stating that the Seller anticipates that such Material Breach or Material
Document Defect, as the case may be, will be cured within an additional period
not to exceed 90 more days, then the Seller shall have an additional 90 days to
complete such cure or, failing such, to repurchase the Defective Mortgage Loan.
Any such repurchase of a Defective Mortgage Loan shall be on a whole loan,
servicing released basis

                                     M-3-7
<PAGE>   555
(subject to any right of a Designated Sub-Servicer to continue to sub-service
such Defective Mortgage Loan as set forth in the related Designated Sub-Servicer
Agreement). The Seller shall have no obligation to monitor the Mortgage Loans
regarding the existence of a Material Breach or a Material Document Defect, but
if the Seller has actual knowledge of a Material Breach or Material Document
Defect with respect to a Mortgage Loan, it will notify the Purchaser.

         If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by this Section 5(a), then, prior to the subject repurchase, the Purchaser or
its designee shall use reasonable efforts, subject to the terms of the related
Mortgage Loans, to prepare and, to the extent necessary and appropriate, have
executed by the related Borrower and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that no such termination shall be effected unless and until the
Purchaser and its servicing agent has received from the Seller: (i) an Opinion
of Counsel to the effect that such termination will not cause an Adverse REMIC
Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event
with respect to either Grantor Trust Pool and (ii) written confirmation from
each Rating Agency that such termination will not cause an Adverse Rating Event
to occur with respect to any Class of Rated Certificates; and provided, further,
that the Seller may, at its option, purchase the entire subject
Cross-Collateralized Group in lieu of terminating the cross-collateralization.
All costs and expenses incurred by the Purchaser or its designee pursuant to
this paragraph shall be included in the calculation of Purchase Price for the
Mortgage Loan(s) to be repurchased. If the cross-collateralization of any
Cross-Collateralized Group cannot be terminated as contemplated by this
paragraph, then, for purposes of (i) determining whether any Breach or Document
Defect is a Material Breach or Material Document Defect, as the case may be, and
(ii) the application of remedies, such Cross-Collateralized Group shall be
treated as a single Mortgage Loan.

         If any Defective Mortgage Loan is to be repurchased as contemplated by
this Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect
the removal of the Defective Mortgage Loan and shall forward such amended
schedule to the Purchaser.

         It is understood and agreed that the obligations of the Seller set
forth in this Section 5(a) to cure a Material Breach or a Material Document
Defect or repurchase the related Defective Mortgage Loan(s), constitute the sole
remedies available to the Purchaser with respect to a Breach or Document Defect.

         (b) It shall be a condition to any repurchase of a Defective Mortgage
Loan by the Seller pursuant to Section 5(a) that (i) the Purchaser shall have
executed and delivered such instruments of transfer or assignment then presented
to it by the Seller, in each case without recourse, as shall be necessary to
vest in the Seller the legal and beneficial ownership of such Defective Mortgage
Loan (including any property acquired in respect thereof or proceeds of any
insurance policy with respect thereto), to the extent that such ownership
interest was transferred to the Purchaser hereunder and (ii) the Purchaser or
its assignee shall release or cause the release to the Seller or its designee of
the Mortgage File, any Additional Collateral, all insurance policies

                                     M-3-8
<PAGE>   556
and proceeds thereunder, the Servicing File and any Escrow Payments and/or
Reserve Funds held by or on behalf of the Purchaser (or its assignee) with
respect to such Mortgage Loan.

         SECTION 6. Closing.


         (a) The closing of the sale of the Mortgage Loans (the "Closing") shall
be held at the offices of Sidley & Austin, 875 Third Avenue, New York, New York
10022 at 10:00 a.m., New York City time, on the Closing Date.

         (b) The Closing shall be subject to each of the following conditions:

         (a) All of the representations and warranties of the Seller made
     pursuant to Section 4 of this Agreement shall be true and correct in all
     material respects as of the Closing Date or such other date as specified in
     Exhibit C;

         (b) All documents specified in Section 7 of this Agreement (the
     "Closing Documents"), in such forms as are reasonably acceptable to the
     Purchaser and, in the case of the Pooling and Servicing Agreement (insofar
     as it affects the obligations of the Seller hereunder), to the Seller,
     shall be duly executed and delivered by all signatories as required
     pursuant to the respective terms thereof;

         (c) The Seller shall have delivered and released to the Purchaser or
     its designee, all documents and funds required to be so delivered pursuant
     to Section 2 of this Agreement;

         (d) All other terms and conditions of this Agreement required to be
     complied with by the Seller and the Purchaser, including, without
     limitation, in the case of the Purchaser, payment of the purchase price, on
     or before the Closing Date shall have been complied with, and the Seller
     shall have the ability to comply with all terms and conditions and perform
     all duties and obligations required to be complied with or performed after
     the Closing Date;

         (e) The Seller shall have paid all fees, costs and expenses payable by
     it to the Purchaser or otherwise pursuant to this Agreement; and

         (f) Neither the Underwriting Agreement nor the Certificate Purchase
     Agreement shall have been terminated in accordance with its terms.

         (c) Both parties agree to use their best efforts to perform their
     respective obligations hereunder in a manner that will enable the Purchaser
     to purchase the Mortgage Loans on the Closing Date.

          SECTION 7. Closing Documents.

            The Closing Documents shall consist of the following:


                                     M-3-9
<PAGE>   557
         (a) this Agreement duly executed and delivered by the Purchaser and the
Seller;

         (b) the Indemnification Agreement duly executed and delivered by the
Seller, the Purchaser and each of SSBI, Greenwich Capital, Chase, Deutsche Bank,
J.P. Morgan and ABN AMRO;

         (c) the Pooling and Servicing Agreement duly executed and delivered by
SBMS VII, the Master Servicer, the Special Servicer and the Trustee;

         (d) an Officer's Certificate substantially in the form of Exhibit D-1
hereto, executed by the Secretary or an assistant secretary of the Seller, in
his or her individual capacity, and dated the Closing Date, and upon which the
Purchaser, SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan, ABN AMRO
and the Rating Agencies (collectively, the "Interested Parties") may rely,
attaching thereto as exhibits the organizational documents of the Seller, as in
full force and effect on the date hereof, and the Resolutions described in
clause(g) below;

         (e) a certificate of good standing with respect to the Seller issued by
the Secretary of State of the State of New York dated not earlier than 10 days
prior to the Closing Date;

         (f) a certificate of the Seller substantially in the form of Exhibit
D-2 hereto, executed by an executive officer or authorized signatory of the
Seller and dated the Closing Date, and upon which the Interested Parties may
rely;

         (g) resolutions of the Seller authorizing the transactions contemplated
by this Agreement, which resolutions will be in full force and effect, and will
not have been rescinded, as of the Closing Date;

         (h) a written opinion of Sidley & Austin as special counsel for the
Seller, substantially in the form of Exhibit D-3A hereto (with any modifications
required by any Rating Agency, and subject to such reasonable assumptions,
qualifications and limitations as may be requested by counsel for the Seller and
acceptable to counsel for the Purchaser), dated the Closing Date and addressed
to the Purchaser, each of the other parties to the Pooling and Servicing
Agreement and each of the other Interested Parties;

         (i) such other written opinions as may be required by either Rating
Agency (including, without limitation, a favorable opinion as to the "true sale"
characterization of the transfer of the Mortgage Loans contemplated by this
Agreement);


                                     M-3-10
<PAGE>   558
         (j) a written letter of Sidley & Austin as special counsel to the
Seller, substantially in the Form of Exhibit D-3B, relating to the disclosure in
the Prospectus regarding the Mortgage Loans and AMCC, dated the Closing Date and
addressed to the Purchaser and each of the other Interested Parties (except for
the Rating Agencies);

         (k) one or more accountants' comfort letters, addressed, and in form
and substance reasonably acceptable, to SSBI, Greenwich Capital, Chase, Deutsche
Bank, J.P. Morgan and ABN AMRO, relating to the information regarding the
Mortgage Loans contained in the Prospectus and Memorandum that is of a
statistical nature; and

         SECTION 8. Costs.

         Any costs and expenses incurred by either party hereto in connection
with the transactions contemplated hereunder shall be borne by the parties in
accordance with the terms of that certain Term Sheet, dated October 20, 2000
(the "Term Sheet"), between the Seller, Salomon Brothers Realty Corp., Greenwich
Capital Financial Products, Inc. and LaSalle Bank National Association.

         SECTION 9. Notices.

         All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered to or
mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to the Purchaser at 388 Greenwich Street, New
York, New York 10013, attention: Angela Hutzel, facsimile no.: 212-816-8306, or
to such other address or facsimile number as may hereafter be furnished to the
Seller in writing by the Purchaser; and, if to the Seller, addressed to the
Seller at 1180 Northwest Maple Street, Suite 202, Issaquah, Washington 98027,
attention: Diane Kelsey Kutas, facsimile no.: 425-313-1005, or to such other
address or facsimile number as may hereafter be furnished to the Purchaser in
writing by the Seller.

         SECTION 10. Characterization.


         The parties hereto agree that it is their express intent that the
conveyance contemplated by this Agreement be, and be treated for all purposes
as, a sale by the Seller of all the Seller's right, title and interest in and to
the Mortgage Loans and the Loan REMIC Interests. The parties hereto further
agree that it is not their intention that such conveyance be deemed a pledge of
the Mortgage Loans and the Loan REMIC Interests by the Seller to secure a debt
or other obligation of the Seller. However, in the event that, notwithstanding
the intent of the parties, the Mortgage Loans and the Loan REMIC Interests are
held to continue to be property of the Seller, then: (a) this Agreement shall be
deemed to be a security agreement under applicable law; (b) the transfer of the
Mortgage Loans and the Loan REMIC Interests provided for herein shall be deemed
to be a grant by the Seller to the Purchaser of a first priority security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and the Loan REMIC Interests and all amounts payable to the holder(s) of
those assets in accordance with the terms thereof (other than scheduled payments
of interest and principal due on or before the Cut-off Date) and all proceeds of
the conversion, voluntary or involuntary, of the foregoing into cash,


                                     M-3-11
<PAGE>   559
instruments, securities or other property; (c) the assignment by SBMS VII to the
Trustee of its interests in the Mortgage Loans and the Loan REMIC Interests as
contemplated by Section 16 hereof shall be deemed to be an assignment of any
security interest created hereunder; (d) the possession by the Purchaser or any
successor thereto of the related Mortgage Notes and such other items of property
as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction; and
(e) notifications to, and acknowledgments, receipts or confirmations from,
persons or entities holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser or any successor thereto for
the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the Loan REMIC
Interests, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement and the Pooling and Servicing Agreement.

         SECTION 11. Representations, Warranties and Agreements to Survive
Delivery.


         All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans and the
Loan REMIC Interests by the Seller to the Purchaser.

         SECTION 12. Severability of Provisions.

         Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

         SECTION 13. Counterparts.


         This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

         SECTION 14. GOVERNING LAW.


         THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
OF THE PARTIES HERETO SHALL BE GOVERNED IN

                                     M-3-12
<PAGE>   560
ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES). THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.

         SECTION 15. Further Assurances.


         The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.

         SECTION 16. Successors and Assigns.


         The rights and obligations of the Seller under this Agreement shall not
be assigned by the Seller without the prior written consent of the Purchaser,
except that any person into which the Seller may be merged or consolidated, or
any corporation or other entity resulting from any merger, conversion or
consolidation to which the Seller is a party, or any person succeeding to all or
substantially all of the business of the Seller, shall be the successor to the
Seller hereunder. In connection with its transfer of the Mortgage Loans and the
Loan REMIC Interests to the Trust as contemplated by the recitals hereto, SBMS
VII is expressly authorized to assign it rights and obligations under this
Agreement, in whole or in part, to the Trustee for the benefit of the registered
holders and beneficial owners of the Certificates. To the extent of any such
assignment, the Trustee (including acting through the Master Servicer and
Special Servicer pursuant to the terms of the Pooling and Servicing Agreement),
for the benefit of the registered holders and beneficial owners of the
Certificates, shall be the Purchaser hereunder. In connection with the transfer
of any Mortgage Loan by the Trust as contemplated by the terms of the Pooling
and Servicing Agreement, the Trustee, for the benefit of the registered holders
and beneficial owners of the Certificates, is expressly authorized to assign its
rights and obligations under this Agreement, in whole or in part, to the
transferee of such Mortgage Loan. To the extent of any such assignment, such
transferee shall be the Purchaser hereunder (but solely with respect to such
Mortgage Loan that was transferred to it). Subject to the foregoing, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller and the Purchaser, and their respective successors and permitted assigns.

         SECTION 17. Amendments.


         (a) No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced.

         (b) Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, no amendment of the Pooling and Servicing
Agreement executed after the Closing Date that increases the obligations of or
otherwise adversely affects the Seller, shall be effective against the Seller.


                                     M-3-13
<PAGE>   561
         SECTION 18. Entire Agreement.


         Except as otherwise expressly contemplated hereby, this Agreement
constitutes the entire agreement and understanding of the parties with respect
to the matters addressed herein, and this Agreement supersedes any prior
agreements and/or understandings, written or oral, with respect to such matters.



                            [SIGNATURE PAGE FOLLOWS]





                                     M-3-14
<PAGE>   562
         IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.



                                    ARTESIA MORTGAGE CAPITAL
                                    CORPORATION



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


                                    SALOMON BROTHERS MORTGAGE
                                    SECURITIES VII, INC.



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





                                     M-3-15
<PAGE>   563

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                             [See Attached Schedule]


                                     M-3-16
<PAGE>   564
<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /        PROPERTY          CITY      STATE     ZIP     PROPERTY   PROP-       CROSS
  NUMBER        NUMBER       NATOR      PROPERTY        ADDRESS                              CODE      SIZE      ERTY    COLLATER-
                                          NAME                                                                   SIZE      ALIZED
                                                                                                                 UNIT    (MORTGAGE
                                                                                                                 TYPE       LOAN
                                                                                                                           GROUP)



------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>            <C>             <C>            <C>      <C>      <C>        <C>      <C>
    136     010-00000598      AMCC   Telex          12000           Burnsville       MN     55337      114,100    SF         No
                                     Building       Portland
                                                    Avenue
                                                    South
    137     020-00000065      AMCC   Charnelton     151 West        Eugene           OR     97401       57,410    SF         No
                                     Place          Seventh
                                     Office         Avenue
                                     Building
    168     010-00000563      AMCC   K-Mart         1901 East       Savannah         GA     31404      111,043    SF         No
                                     Shopping       Victory
                                     Center -       Drive
                                     Savannah
    172     010-00000561      AMCC   K-Mart         1508            Madison          TN     37115      103,482    SF         No
                                     Shopping       Gallatin
                                     Center -       Road
                                     Nashville
    173     010-00000540      AMCC   2150           2150            Hauppauge        NY     11788       47,849    SF         No
                                     Joshua's       Joshua's
                                     Path           Path
    174     010-00000501      AMCC   Ver-Sa-Til     18400           Chanhassen       MN     55317      107,795    SF         No
                                                    West
                                                    77th
                                                    Street
    178     010-00000467      AMCC   Pencader       110 Lake        Newark           DE     19702       79,184    SF         No
                                     Corporate      Drive
                                     Center
    184     010-00000542      AMCC   Cedar          14638 &         Apple Valley     MN     55124       26,887    SF         No
                                     Marketplace    14658
                                                    Cedar
                                                    Avenue
                                                    South
    190     010-00000595      AMCC   The Shops at   494-538         Smyrna           TN     37167       32,000    SF         No
                                     Enon Springs   Enon
                                                    Springs
                                                    Road
                                                    East
    191     010-00000617      AMCC   Sierra         1994            Clovis           CA     93611           60  Units        No
                                     Heartland      Shaw
                                     Senior         Avenue
                                     Apartments
    195     010-00000612      AMCC   RPS            95              Colonie          NY     12205       63,633    SF         No
                                     Warehouse      Broderick
                                                    Street
                                                    Extension
    196     010-00000583      AMCC   755 & 775      755 &           San Luis         CA     93401       43,896    SF         No
                                     Fiero Lane     775 Fiero       Obispo
                                                    Lane
    198     010-00000519      AMCC   Plaza II       1200            Yakima           WA     98902       30,680    SF         No
                                     Office         Chesterly
                                     Building       Drive
    200     010-00000393      AMCC   Carriage       4700            Sioux Falls      SD     57103           30  Units     Yes (A6)
                                     House          South
                                     Apartment      Cliff
                                      - Sioux Falls Avenue
    201     010-00000394      AMCC   Carriage       1511 8th        Brookings        SD     57006           25  Units     Yes (A6)
                                     House          Street
                                     Apartment      South
                                      - Brookings
    202     010-00000392      AMCC   Carriage       1300            Pierre           SD     57501           25  Units     Yes (A6)
                                     House          North
                                     Apartment      Harrison
                                      - Pierre      Avenue
    204     010-00000634      AMCC   CVS Harper     23975-          St. Clair        MI     48080       24,662    SF         No
                                     Center         24001           Shores
                                                    Harper
                                                    Avenue
    213     010-00000594      AMCC   1500           1500            Albuquerque      NM     87107       36,435    SF         No
                                     Renaissance    Renaissance
                                     Building       Boulevard
                                                    N.E.
    214     010-00000623      AMCC   Etinuum        1001 East       Yukon            OK     73099       35,501    SF         No
                                     Office         Main Street
                                     Building
    215     020-00000061      AMCC   DHR Office     315 South       Oregon City      OR     97045       32,952    SF         No
                                     Building       Beavercreek
                                                    Road
    218     010-00000494      AMCC   Warminster     318-356 Old     Warminster       PA     18974       28,390    SF         No
                                     Shopping       York Road
                                     Center
    219     010-00000276      AMCC   PBR II         738-746         Costa Mesa       CA     92627       28,996    SF      Yes (A7)
                                                    West 17th
                                                    Street
    220     010-00000260      AMCC   PBR I          1638            Costa Mesa       CA     92626       26,163    SF      Yes (A7)
                                                    Placentia
                                                    Avenue
    223     010-00000470      AMCC   810-812        810-812         San Luis         CA     93401       31,682    SF         No
                                     Fiero Lane     Fiero Lane      Obispo
    224     010-00000568      AMCC   Lab Corp of    212 Cherry      New Castle       DE     19720       26,800    SF         No
                                     America        Lane            Hundred
    227     010-00000620      AMCC   Hillcrest      18200           Olney            MD     20832       19,233    SF         No
                                     Retail/Office  Georgia
                                     Shopping       Avenue
                                     Center
    228     010-00000459      AMCC   Cain Drive     66 to 126       Brentwood        NY     11717       49,600    SF         No
                                     Warehouses     Cain Drive
    230     010-00000442      AMCC   Macy           145-155         Sunnyvale        CA     94086       21,410    SF         No
                                     Building       North Wolfe
                                                    Road
    234     010-00000507      AMCC   The Culver     10811           Culver City      CA     90232       22,849    SF         No
                                     Building       Washington
                                                    Boulevard
    235     010-00000491      AMCC   Harvard        4415 South      Tulsa            OK     74135       30,879    SF         No
                                     Physicians     Harvard
                                     Building       Avenue
    236     010-00000299      AMCC   Lyon Street    1620-1640       Santa Ana        CA     92702       19,035    SF         No
                                     Retail         East 1st
                                                    Street
    237     010-00000360      AMCC   350 Newton     350 Newton      Oakland          CA     94606           42  Units        No
                                     Avenue         Avenue
                                     Apartments
    238     010-00000522      AMCC   Solar          3600 & 3610     Sioux Falls      SD     57103           60  Units        No
                                     Gardens        East Sixth
                                                    Street
    239     010-00000291      AMCC   Quality        5251 San        Albuquerque      NM     87109           69  Rooms        No
                                     Suites         Antonio
                                     Albuquerque    Drive NE
    240     010-00000603      AMCC   Springville    786 West        Springville      UT     84663       34,500    SF         No
                                     Corners        1200 North
    241     010-00000325      AMCC   224-234 East   224-234 East    Westfield        NJ     07090        9,188    SF         No
                                     Broad Street   Broad Street
    243     010-00000219      AMCC   Black          9625 Black      San Diego        CA     92126       34,855    SF         No
                                     Mountain       Mountain
                                     Point Office   Road
                                     Building
    244     010-00000627      AMCC   Waste          8111 1st        Seattle          WA     98108       20,000    SF         No
                                     Management     Avenue
                                     Building       South
    245     010-00000551      AMCC   Silver Lake    291 West        Coeur            ID     83814       16,584    SF         No
                                     Plaza          Canfield        D'Alene
                                                    Avenue
    246     010-00000533      AMCC   Checkmate      4755 & 4735     Las Vegas        NV     89109           51  Units        No
                                     Apartments     Deckow
                                                    Lane
    247     010-00000626      AMCC   Creekside      3940-3958       Nashville        TN     37218       14,800    SF         No
                                     Center         Clarksville
                                                    Highway
</TABLE>

<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /         OWNER-     ORIGINAL    MORTGAGE     RATE     INTEREST
  NUMBER        NUMBER       NATOR      PROPERTY         SHIP      BALANCE       RATE       TYPE     ACCRUAL
                                          NAME         INTEREST                                       METHOD






-----------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>              <C>          <C>         <C>         <C>      <C>
    136     010-00000598      AMCC   Telex            Fee           6,800,000   8.7500%    Fixed    Actual/360
                                     Building         Simple


    137     020-00000065      AMCC   Charnelton       Fee           6,750,000   8.3000%    Fixed    Actual/360
                                     Place            Simple
                                     Office
                                     Building
    168     010-00000563      AMCC   K-Mart           Fee           4,090,446   8.0500%    Fixed    Actual/360
                                     Shopping         Simple
                                     Center -
                                     Savannah
    172     010-00000561      AMCC   K-Mart           Fee           3,840,545   8.0500%    Fixed    Actual/360
                                     Shopping         Simple
                                     Center -
                                     Nashville
    173     010-00000540      AMCC   2150             Fee           3,800,000   8.0500%    Fixed    Actual/360
                                     Joshua's         Simple
                                     Path
    174     010-00000501      AMCC   Ver-Sa-Til       Fee           3,750,000   7.8750%    Fixed    Actual/360
                                                      Simple


    178     010-00000467      AMCC   Pencader         Fee           3,640,000   8.0000%    Fixed    Actual/360
                                     Corporate        Simple
                                     Center
    184     010-00000542      AMCC   Cedar            Fee           3,200,000   8.0000%    Fixed    Actual/360
                                     Marketplace      Simple



    190     010-00000595      AMCC   The Shops at     Fee           2,895,000   8.1000%    Fixed    Actual/360
                                     Enon Springs     Simple



    191     010-00000617      AMCC   Sierra           Fee           2,850,000   8.0000%    Fixed    Actual/360
                                     Heartland        Simple
                                     Senior
                                     Apartments
    195     010-00000612      AMCC   RPS              Fee           2,700,000   8.1800%    Fixed    Actual/360
                                     Warehouse        Simple


    196     010-00000583      AMCC   755 & 775        Fee           2,700,000   8.7500%    Fixed    Actual/360
                                     Fiero Lane       Simple

    198     010-00000519      AMCC   Plaza II         Fee           2,600,000   8.0000%    Fixed    Actual/360
                                     Office           Simple
                                     Building
    200     010-00000393      AMCC   Carriage         Fee           1,100,000   7.5000%    Fixed      30/360
                                     House            Simple
                                     Apartment
                                      - Sioux Falls
    201     010-00000394      AMCC   Carriage         Fee             835,000   7.5000%    Fixed      30/360
                                     House            Simple
                                     Apartment
                                      - Brookings
    202     010-00000392      AMCC   Carriage         Fee             690,000   7.5000%    Fixed      30/360
                                     House            Simple
                                     Apartment
                                      - Pierre
    204     010-00000634      AMCC   CVS Harper       Fee           2,450,000   8.1500%    Fixed    Actual/360
                                     Center           Simple


    213     010-00000594      AMCC   1500             Fee           2,300,000   8.6500%    Fixed    Actual/360
                                     Renaissance      Simple
                                     Building

    214     010-00000623      AMCC   Etinuum          Fee           2,275,000   8.7700%    Fixed    Actual/360
                                     Office           Simple
                                     Building
    215     020-00000061      AMCC   DHR Office       Fee           2,300,000   8.1000%    Fixed    Actual/360
                                     Building         Simple

    218     010-00000494      AMCC   Warminster       Fee           2,200,000   8.4000%    Fixed    Actual/360
                                     Shopping         Simple
                                     Center
    219     010-00000276      AMCC   PBR II           Fee           1,245,000   7.3500%    Fixed    Actual/360
                                                      Simple

    220     010-00000260      AMCC   PBR I            Fee             900,000   7.4500%    Fixed    Actual/360
                                                      Simple

    223     010-00000470      AMCC   810-812          Fee           2,000,000   7.9000%    Fixed    Actual/360
                                     Fiero Lane       Simple
    224     010-00000568      AMCC   Lab Corp of      Fee           1,868,000   8.4500%    Fixed    Actual/360
                                     America          Simple
    227     010-00000620      AMCC   Hillcrest        Fee           1,700,000   8.6800%    Fixed    Actual/360
                                     Retail/Office    Simple
                                     Shopping
                                     Center
    228     010-00000459      AMCC   Cain Drive       Fee           1,700,000   8.5000%    Fixed    Actual/360
                                     Warehouses       Simple
    230     010-00000442      AMCC   Macy             Fee           1,700,000   7.5000%    Fixed    Actual/360
                                     Building         Simple

    234     010-00000507      AMCC   The Culver       Fee           1,500,000   8.2000%    Fixed    Actual/360
                                     Building         Simple

    235     010-00000491      AMCC   Harvard          Fee           1,500,000   8.2000%    Fixed    Actual/360
                                     Physicians       Simple
                                     Building
    236     010-00000299      AMCC   Lyon Street      Fee           1,600,000   7.7500%    Fixed      30/360
                                     Retail           Simple

    237     010-00000360      AMCC   350 Newton       Fee           1,500,000   6.7500%    Fixed    Actual/360
                                     Avenue           Simple
                                     Apartments
    238     010-00000522      AMCC   Solar            Fee           1,470,000   7.8500%    Fixed    Actual/360
                                     Gardens          Simple

    239     010-00000291      AMCC   Quality          Fee           1,481,366   7.8000%    Fixed      30/360
                                     Suites           Simple
                                     Albuquerque
    240     010-00000603      AMCC   Springville      Fee           1,440,000   8.5000%    Fixed    Actual/360
                                     Corners          Simple
    241     010-00000325      AMCC   224-234 East     Fee           1,500,000   7.2500%    Fixed    Actual/360
                                     Broad Street     Simple
    243     010-00000219      AMCC   Black            Fee           1,450,000   7.9000%    Fixed    Actual/360
                                     Mountain         Simple
                                     Point Office
                                     Building
    244     010-00000627      AMCC   Waste            Fee           1,400,000   8.4900%    Fixed    Actual/360
                                     Management       Simple
                                     Building
    245     010-00000551      AMCC   Silver Lake      Fee           1,400,000   8.3500%    Fixed    Actual/360
                                     Plaza            Simple

    246     010-00000533      AMCC   Checkmate        Fee           1,356,600   8.3500%    Fixed    Actual/360
                                     Apartments       Simple

    247     010-00000626      AMCC   Creekside        Fee           1,275,000   8.5500%    Fixed    Actual/360
                                     Center           Simple

</TABLE>

<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /        LOAN      NOTE DATE      CONTROL        LOAN        ANTICI-      SCHEDULED
  NUMBER        NUMBER       NATOR      PROPERTY       TYPE                     NUMBER       NUMBER         PATED        MATURITY
                                          NAME                                                             REPAY-          DATE
                                                                                                          MENT DATE





-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>             <C>         <C>            <C>       <C>             <C>           <C>
    136     010-00000598      AMCC   Telex           Balloon     05/09/00        136      010-0000598        NAP         06/01/10
                                     Building


    137     020-00000065      AMCC   Charnelton      Balloon     12/23/99        137      020-0000065        NAP         01/01/10
                                     Place
                                     Office
                                     Building
    168     010-00000563      AMCC   K-Mart          Balloon     12/13/99        168      010-0000563        NAP         01/01/10
                                     Shopping
                                     Center -
                                     Savannah
    172     010-00000561      AMCC   K-Mart          Balloon     12/13/99        172      010-0000561        NAP         01/01/10
                                     Shopping
                                     Center -
                                     Nashville
    173     010-00000540      AMCC   2150            Balloon     11/04/99        173      010-0000540        NAP         12/01/09
                                     Joshua's
                                     Path
    174     010-00000501      AMCC   Ver-Sa-Til      Balloon     06/21/99        174      010-0000501        NAP         07/01/09



    178     010-00000467      AMCC   Pencader        Balloon     06/14/99        178      010-0000467        NAP         07/01/09
                                     Corporate
                                     Center
    184     010-00000542      AMCC   Cedar           Balloon     10/01/99        184      010-0000542        NAP         11/01/09
                                     Marketplace



    190     010-00000595      AMCC   The Shops at    Balloon     04/26/00        190      010-0000595        NAP         05/01/10
                                     Enon Springs



    191     010-00000617      AMCC   Sierra          Balloon     07/07/00        191      010-0000617        NAP         08/01/10
                                     Heartland
                                     Senior
                                     Apartments
    195     010-00000612      AMCC   RPS             Balloon     07/05/00        195      010-0000612        NAP         08/01/10
                                     Warehouse


    196     010-00000583      AMCC   755 & 775       Balloon     02/28/00        196      010-0000583        NAP         03/01/10
                                     Fiero Lane

    198     010-00000519      AMCC   Plaza II        Balloon     08/25/99        198      010-0000519        NAP         09/01/09
                                     Office
                                     Building
    200     010-00000393      AMCC   Carriage          Full      03/31/99        200      010-0000393        NAP         04/01/19
                                     House            Amort
                                     Apartment
                                      - Sioux Falls
    201     010-00000394      AMCC   Carriage          Full      03/31/99        201      010-0000394        NAP         04/01/19
                                     House            Amort
                                     Apartment
                                      - Brookings
    202     010-00000392      AMCC   Carriage          Full      03/31/99        202      010-0000392        NAP         04/01/19
                                     House            Amort
                                     Apartment
                                      - Pierre
    204     010-00000634      AMCC   CVS Harper      Balloon     10/05/00        204      010-0000634        NAP         11/01/10
                                     Center


    213     010-00000594      AMCC   1500            Balloon     04/14/00        213      010-0000594        NAP         05/01/10
                                     Renaissance
                                     Building

    214     010-00000623      AMCC   Etinuum         Balloon     10/13/00        214      010-0000623        NAP         11/01/10
                                     Office
                                     Building
    215     020-00000061      AMCC   DHR Office      Balloon     07/28/99        215      020-0000061        NAP         08/01/09
                                     Building

    218     010-00000494      AMCC   Warminster      Balloon     09/07/99        218      010-0000494        NAP         10/01/09
                                     Shopping
                                     Center
    219     010-00000276      AMCC   PBR II          Balloon     08/03/98        219      010-0000276        NAP         09/01/08


    220     010-00000260      AMCC   PBR I           Balloon     08/03/98        220      010-0000260        NAP         09/01/08


    223     010-00000470      AMCC   810-812         Balloon     07/08/99        223      010-0000470        NAP         08/01/11
                                     Fiero Lane
    224     010-00000568      AMCC   Lab Corp of     Balloon     12/23/99        224      010-0000568        NAP         01/01/10
                                     America
    227     010-00000620      AMCC   Hillcrest       Balloon     06/23/00        227      010-0000620        NAP         07/01/10
                                     Retail/Office
                                     Shopping
                                     Center
    228     010-00000459      AMCC   Cain Drive      Balloon     06/21/99        228      010-0000459        NAP         07/01/09
                                     Warehouses
    230     010-00000442      AMCC   Macy            Balloon     03/26/99        230      010-0000442        NAP         04/01/09
                                     Building

    234     010-00000507      AMCC   The Culver      Balloon     08/12/99        234      010-0000507        NAP         09/01/09
                                     Building

    235     010-00000491      AMCC   Harvard         Balloon     07/27/99        235      010-0000491        NAP         08/01/09
                                     Physicians
                                     Building
    236     010-00000299      AMCC   Lyon Street       Full      07/09/98        236      010-0000299        NAP         08/01/13
                                     Retail           Amort

    237     010-00000360      AMCC   350 Newton      Balloon     10/19/98        237      010-0000360        NAP         11/01/08
                                     Avenue
                                     Apartments
    238     010-00000522      AMCC   Solar           Balloon     07/23/99        238      010-0000522        NAP         08/01/09
                                     Gardens

    239     010-00000291      AMCC   Quality           Full      09/24/99        239      010-0000291        NAP         02/01/19
                                     Suites           Amort
                                     Albuquerque
    240     010-00000603      AMCC   Springville     Balloon     05/12/00        240      010-0000603        NAP         06/01/10
                                     Corners
    241     010-00000325      AMCC   224-234 East    Balloon     09/18/98        241      010-0000325        NAP         10/01/09
                                     Broad Street
    243     010-00000219      AMCC   Black           Balloon     04/28/98        243      010-0000219        NAP         05/01/08
                                     Mountain
                                     Point Office
                                     Building
    244     010-00000627      AMCC   Waste           Balloon     08/04/00        244      010-0000627        NAP         09/01/10
                                     Management
                                     Building
    245     010-00000551      AMCC   Silver Lake     Balloon     10/27/99        245      010-0000551        NAP         12/01/09
                                     Plaza

    246     010-00000533      AMCC   Checkmate       Balloon     08/06/99        246      010-0000533        NAP         09/01/09
                                     Apartments

    247     010-00000626      AMCC   Creekside       Balloon     09/28/00        247      010-0000626        NAP         10/01/10
                                     Center

</TABLE>

<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /      MONTHLY            ORIGINAL       STATED       SEASON-        REMAIN-
  NUMBER        NUMBER       NATOR      PROPERTY      DEBT              TERM TO       ORIGINAL        ING         ING TERM
                                          NAME       SERVICE            MATURITY       AMORT-       (MONTHS)     TO MATURITY
                                                     PAYMENT             / ARD         IZATION                      / ARD
                                                                        (MONTHS)        TERM                       (MONTHS)
                                                                                      (MONTHS)



---------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>             <C>                <C>           <C>           <C>          <C>
    136     010-00000598      AMCC   Telex            53,495.63            120           360            6             114
                                     Building


    137     020-00000065      AMCC   Charnelton       50,947.96            120           360           11             109
                                     Place
                                     Office
                                     Building
    168     010-00000563      AMCC   K-Mart           30,156.95            120           360           11             109
                                     Shopping
                                     Center -
                                     Savannah
    172     010-00000561      AMCC   K-Mart           28,314.54            120           360           11             109
                                     Shopping
                                     Center -
                                     Nashville
    173     010-00000540      AMCC   2150             28,015.63            120           360           12             108
                                     Joshua's
                                     Path
    174     010-00000501      AMCC   Ver-Sa-Til       27,190.11            120           360           17             103



    178     010-00000467      AMCC   Pencader         26,709.04            120           360           17             103
                                     Corporate
                                     Center
    184     010-00000542      AMCC   Cedar            23,480.47            120           360           13             107
                                     Marketplace



    190     010-00000595      AMCC   The Shops at     21,444.65            120           360            7             113
                                     Enon Springs



    191     010-00000617      AMCC   Sierra           20,912.30            120           360            4             116
                                     Heartland
                                     Senior
                                     Apartments
    195     010-00000612      AMCC   RPS              20,151.49            120           360            4             116
                                     Warehouse


    196     010-00000583      AMCC   755 & 775        21,240.92            120           360            9             111
                                     Fiero Lane

    198     010-00000519      AMCC   Plaza II         20,067.23            120           300           15             105
                                     Office
                                     Building
    200     010-00000393      AMCC   Carriage          8,861.53            240           240           20             220
                                     House
                                     Apartment
                                      - Sioux Falls
    201     010-00000394      AMCC   Carriage          6,726.71            240           240           20             220
                                     House
                                     Apartment
                                      - Brookings
    202     010-00000392      AMCC   Carriage          5,558.60            240           240           20             220
                                     House
                                     Apartment
                                      - Pierre
    204     010-00000634      AMCC   CVS Harper       18,234.08            120           360            1             119
                                     Center


    213     010-00000594      AMCC   1500             17,930.10            120           360            7             113
                                     Renaissance
                                     Building

    214     010-00000623      AMCC   Etinuum          17,929.95            120           360            1             119
                                     Office
                                     Building
    215     020-00000061      AMCC   DHR Office       17,904.41            120           300           16             104
                                     Building

    218     010-00000494      AMCC   Warminster       17,566.99            120           300           14             106
                                     Shopping
                                     Center
    219     010-00000276      AMCC   PBR II            9,079.32            120           300           27              93


    220     010-00000260      AMCC   PBR I             6,621.68            120           300           27              93


    223     010-00000470      AMCC   810-812          15,304.07            144           300           16             128
                                     Fiero Lane
    224     010-00000568      AMCC   Lab Corp of      16,151.88            120           240           11             109
                                     America
    227     010-00000620      AMCC   Hillcrest        13,289.01            120           360            5             115
                                     Retail/Office
                                     Shopping
                                     Center
    228     010-00000459      AMCC   Cain Drive       13,688.87            120           300           17             103
                                     Warehouses
    230     010-00000442      AMCC   Macy             12,562.86            120           300           20             100
                                     Building

    234     010-00000507      AMCC   The Culver       11,216.32            120           360           15             105
                                     Building

    235     010-00000491      AMCC   Harvard          11,776.68            120           300           16             104
                                     Physicians
                                     Building
    236     010-00000299      AMCC   Lyon Street      15,060.41            180           180           28             152
                                     Retail

    237     010-00000360      AMCC   350 Newton       10,363.68            120           300           25              95
                                     Avenue
                                     Apartments
    238     010-00000522      AMCC   Solar            11,200.02            120           300           16             104
                                     Gardens

    239     010-00000291      AMCC   Quality          12,360.55            233           233           15             218
                                     Suites
                                     Albuquerque
    240     010-00000603      AMCC   Springville      11,072.36            120           360            6             114
                                     Corners
    241     010-00000325      AMCC   224-234 East     11,855.64            132           240           26             106
                                     Broad Street
    243     010-00000219      AMCC   Black            11,095.46            120           300           31              89
                                     Mountain
                                     Point Office
                                     Building
    244     010-00000627      AMCC   Waste            12,140.67            120           240            3             117
                                     Management
                                     Building
    245     010-00000551      AMCC   Silver Lake      10,616.32            120           360           12             108
                                     Plaza

    246     010-00000533      AMCC   Checkmate        10,287.21            120           360           15             105
                                     Apartments

    247     010-00000626      AMCC   Creekside         9,848.87            120           360            2             118
                                     Center

</TABLE>

<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /        STATED       CUT-OFF DATE   LOAN BALANCE    DEFEASE        DEFEASE
  NUMBER        NUMBER       NATOR      PROPERTY     REMAINING        BALANCE     AT MATURITY /   START DATE     END DATE
                                          NAME         AMORT-                          ARD
                                                      IZATION
                                                        TERM
                                                      (MONTHS)



------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>             <C>          <C>             <C>             <C>           <C>
    136     010-00000598      AMCC   Telex               354      6,781,144.09    6,186,090.30    07/01/03      02/28/10
                                     Building


    137     020-00000065      AMCC   Charnelton          349      6,709,489.20    6,079,590.97    02/01/05      09/30/09
                                     Place
                                     Office
                                     Building
    168     010-00000563      AMCC   K-Mart              349      4,064,239.35    3,662,686.85    02/01/05      09/30/09
                                     Shopping
                                     Center -
                                     Savannah
    172     010-00000561      AMCC   K-Mart              349      3,815,939.49    3,438,920.50    02/01/05      09/30/09
                                     Shopping
                                     Center -
                                     Nashville
    173     010-00000540      AMCC   2150                348      3,773,850.13    3,403,259.26      NAP            NAP
                                     Joshua's
                                     Path
    174     010-00000501      AMCC   Ver-Sa-Til          343      3,711,531.69    3,345,270.03    08/01/04      03/31/09



    178     010-00000467      AMCC   Pencader            343      3,603,874.20    3,256,943.07      NAP            NAP
                                     Corporate
                                     Center
    184     010-00000542      AMCC   Cedar               347      3,175,357.80    2,862,069.39    01/01/03      07/31/09
                                     Marketplace



    190     010-00000595      AMCC   The Shops at        353      2,884,067.62    2,595,404.82    06/01/05      01/31/10
                                     Enon Springs



    191     010-00000617      AMCC   Sierra              356      2,843,556.89    2,548,408.06    09/01/05      04/30/10
                                     Heartland
                                     Senior
                                     Apartments
    195     010-00000612      AMCC   RPS                 356      2,694,185.44    2,424,556.64    09/01/05      04/30/10
                                     Warehouse


    196     010-00000583      AMCC   755 & 775           351      2,688,987.40    2,456,921.97    03/01/05      11/30/09
                                     Fiero Lane

    198     010-00000519      AMCC   Plaza II            285      2,561,221.85    2,143,321.38    10/01/04      05/31/09
                                     Office
                                     Building
    200     010-00000393      AMCC   Carriage            220      1,057,819.54            0.00      NAP            NAP
                                     House
                                     Apartment
                                      - Sioux Falls
    201     010-00000394      AMCC   Carriage            220        802,981.13            0.00      NAP            NAP
                                     House
                                     Apartment
                                      - Brookings
    202     010-00000392      AMCC   Carriage            220        663,541.26            0.00      NAP            NAP
                                     House
                                     Apartment
                                      - Pierre
    204     010-00000634      AMCC   CVS Harper          359      2,448,405.50    2,197,976.72    12/01/05      07/31/10
                                     Center


    213     010-00000594      AMCC   1500                353      2,292,601.00    2,088,186.15    05/01/05      01/31/10
                                     Renaissance
                                     Building

    214     010-00000623      AMCC   Etinuum             359      2,273,696.51    2,069,819.78    12/01/05      07/31/10
                                     Office
                                     Building
    215     020-00000061      AMCC   DHR Office          284      2,264,274.12    1,901,880.11      NAP            NAP
                                     Building

    218     010-00000494      AMCC   Warminster          286      2,171,988.57    1,834,612.98      NAP            NAP
                                     Shopping
                                     Center
    219     010-00000276      AMCC   PBR II              273      1,205,693.31    1,006,683.84      NAP            NAP


    220     010-00000260      AMCC   PBR I               273        872,075.11      729,924.31      NAP            NAP


    223     010-00000470      AMCC   810-812             284      1,967,729.90    1,532,029.41      NAP            NAP
                                     Fiero Lane
    224     010-00000568      AMCC   Lab Corp of         229      1,836,081.28    1,337,819.84      NAP            NAP
                                     America
    227     010-00000620      AMCC   Hillcrest           355      1,696,218.89    1,544,396.30    08/01/05      03/31/10
                                     Retail/Office
                                     Shopping
                                     Center
    228     010-00000459      AMCC   Cain Drive          283      1,674,172.07    1,422,017.64      NAP            NAP
                                     Warehouses
    230     010-00000442      AMCC   Macy                280      1,662,577.79    1,381,319.08      NAP            NAP
                                     Building

    234     010-00000507      AMCC   The Culver          345      1,487,285.20    1,347,998.37      NAP            NAP
                                     Building

    235     010-00000491      AMCC   Harvard             284      1,477,144.13    1,243,900.01      NAP            NAP
                                     Physicians
                                     Building
    236     010-00000299      AMCC   Lyon Street         152      1,455,429.06            0.69      NAP            NAP
                                     Retail

    237     010-00000360      AMCC   350 Newton          275      1,451,685.83    1,190,449.05      NAP            NAP
                                     Avenue
                                     Apartments
    238     010-00000522      AMCC   Solar               284      1,446,056.89    1,206,792.09      NAP            NAP
                                     Gardens

    239     010-00000291      AMCC   Quality             218      1,438,473.02            0.00    03/01/04      01/31/14
                                     Suites
                                     Albuquerque
    240     010-00000603      AMCC   Springville         354      1,435,710.47    1,302,705.26      NAP            NAP
                                     Corners
    241     010-00000325      AMCC   224-234 East        214      1,425,427.52      961,626.42      NAP            NAP
                                     Broad Street
    243     010-00000219      AMCC   Black               269      1,402,109.92    1,192,271.17      NAP            NAP
                                     Mountain
                                     Point Office
                                     Building
    244     010-00000627      AMCC   Waste               237      1,393,577.40    1,003,486.28      NAP            NAP
                                     Management
                                     Building
    245     010-00000551      AMCC   Silver Lake         348      1,391,114.33    1,262,663.00      NAP            NAP
                                     Plaza

    246     010-00000533      AMCC   Checkmate           345      1,345,548.08    1,223,376.98    10/01/02      05/31/09
                                     Apartments

    247     010-00000626      AMCC   Creekside           358      1,273,770.53    1,154,619.64    11/01/05      06/30/10
                                     Center

</TABLE>

<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /         YIELD         YIELD        PREPAY-      PREPAY-        YIELD       YIELD
  NUMBER        NUMBER       NATOR      PROPERTY       MAINTEN-      MAINTEN-        MENT         MENT       MAINTEN-     MAINTEN-
                                          NAME          ANCE          ANCE         PENALTY      PENALTY        ANCE        ANCE
                                                       PERIOD      PERIOD END       START         END        CALCULA-    INTEREST
                                                     START DATE       DATE          DATE          DATE         TION        RATE
                                                                                                              METHOD



-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>             <C>           <C>             <C>          <C>          <C>         <C>
    136     010-00000598      AMCC   Telex              NAP            NAP           NAP          NAP          NAP          NAP
                                     Building


    137     020-00000065      AMCC   Charnelton         NAP            NAP           NAP          NAP          NAP          NAP
                                     Place
                                     Office
                                     Building
    168     010-00000563      AMCC   K-Mart             NAP            NAP           NAP          NAP          NAP          NAP
                                     Shopping
                                     Center -
                                     Savannah
    172     010-00000561      AMCC   K-Mart             NAP            NAP           NAP          NAP          NAP          NAP
                                     Shopping
                                     Center -
                                     Nashville
    173     010-00000540      AMCC   2150             12/01/04      08/31/09         NAP          NAP        Present     Treasury
                                     Joshua's                                                                 Value      Flat-WAL
                                     Path
    174     010-00000501      AMCC   Ver-Sa-Til         NAP            NAP           NAP          NAP          NAP          NAP



    178     010-00000467      AMCC   Pencader         07/01/04      03/31/09         NAP          NAP        Present     Treasury
                                     Corporate                                                                Value      Flat-WAL
                                     Center
    184     010-00000542      AMCC   Cedar              NAP            NAP           NAP          NAP          NAP          NAP
                                     Marketplace



    190     010-00000595      AMCC   The Shops at       NAP            NAP           NAP          NAP          NAP          NAP
                                     Enon Springs



    191     010-00000617      AMCC   Sierra             NAP            NAP           NAP          NAP          NAP          NAP
                                     Heartland
                                     Senior
                                     Apartments
    195     010-00000612      AMCC   RPS                NAP            NAP           NAP          NAP          NAP          NAP
                                     Warehouse


    196     010-00000583      AMCC   755 & 775          NAP            NAP           NAP          NAP          NAP          NAP
                                     Fiero Lane

    198     010-00000519      AMCC   Plaza II           NAP            NAP           NAP          NAP          NAP          NAP
                                     Office
                                     Building
    200     010-00000393      AMCC   Carriage         04/01/04      12/31/18         NAP          NAP        Present     Treasury
                                     House                                                                    Value      Flat-WAL
                                     Apartment
                                      - Sioux Falls
    201     010-00000394      AMCC   Carriage         04/01/04      12/31/18         NAP          NAP        Present     Treasury
                                     House                                                                    Value      Flat-WAL
                                     Apartment
                                      - Brookings
    202     010-00000392      AMCC   Carriage         04/01/04      12/31/18         NAP          NAP        Present     Treasury
                                     House                                                                    Value      Flat-WAL
                                     Apartment
                                      - Pierre
    204     010-00000634      AMCC   CVS Harper         NAP            NAP           NAP          NAP          NAP          NAP
                                     Center


    213     010-00000594      AMCC   1500               NAP            NAP           NAP          NAP          NAP          NAP
                                     Renaissance
                                     Building

    214     010-00000623      AMCC   Etinuum            NAP            NAP           NAP          NAP          NAP          NAP
                                     Office
                                     Building
    215     020-00000061      AMCC   DHR Office       08/01/04      04/30/09         NAP          NAP        Present     Treasury
                                     Building                                                                 Value      Flat-WAL

    218     010-00000494      AMCC   Warminster       10/01/04      06/30/09         NAP          NAP        Present     Treasury
                                     Shopping                                                                 Value      Flat-WAL
                                     Center
    219     010-00000276      AMCC   PBR II           09/01/01      02/29/08         NAP          NAP        Present     Treasury
                                                                                                              Value      Flat-WAL

    220     010-00000260      AMCC   PBR I            09/01/01      02/29/08         NAP          NAP        Present     Treasury
                                                                                                              Value      Flat-WAL

    223     010-00000470      AMCC   810-812          08/01/04      04/30/11         NAP          NAP        Present     Treasury
                                     Fiero Lane                                                               Value      Flat-WAL
    224     010-00000568      AMCC   Lab Corp of      01/01/05      09/30/09         NAP          NAP        Present     Treasury
                                     America                                                                  Value      Flat-WAL
    227     010-00000620      AMCC   Hillcrest          NAP            NAP           NAP          NAP          NAP          NAP
                                     Retail/Office
                                     Shopping
                                     Center
    228     010-00000459      AMCC   Cain Drive       07/01/04      03/31/09         NAP          NAP        Present     Treasury
                                     Warehouses                                                               Value      Flat-WAL
    230     010-00000442      AMCC   Macy             04/01/04      12/31/08         NAP          NAP        Present     Treasury
                                     Building                                                                 Value      Flat-WAL

    234     010-00000507      AMCC   The Culver       09/01/04      05/31/09         NAP          NAP        Present     Treasury
                                     Building                                                                 Value      Flat-WAL

    235     010-00000491      AMCC   Harvard          08/01/04      04/30/09         NAP          NAP        Present     Treasury
                                     Physicians                                                               Value      Flat-WAL
                                     Building
    236     010-00000299      AMCC   Lyon Street        NAP            NAP        09/01/01      07/31/13       NAP          NAP
                                     Retail

    237     010-00000360      AMCC   350 Newton       11/01/03      05/31/08         NAP          NAP        Present     Treasury
                                     Avenue                                                                   Value      Flat-WAL
                                     Apartments
    238     010-00000522      AMCC   Solar            08/01/04      04/30/09         NAP          NAP        Present     Treasury
                                     Gardens                                                                  Value      Flat-WAL

    239     010-00000291      AMCC   Quality            NAP            NAP           NAP          NAP          NAP          NAP
                                     Suites
                                     Albuquerque
    240     010-00000603      AMCC   Springville      07/01/05      02/28/10         NAP          NAP        Present     Treasury
                                     Corners                                                                  Value      Flat-WAL
    241     010-00000325      AMCC   224-234 East     10/01/03      03/31/09         NAP          NAP        Present     Treasury
                                     Broad Street                                                             Value      Flat-WAL
    243     010-00000219      AMCC   Black            05/01/03      10/31/07         NAP          NAP        Present     Treasury
                                     Mountain                                                                 Value      Flat-WAL
                                     Point Office
                                     Building
    244     010-00000627      AMCC   Waste            10/01/05      05/31/10         NAP          NAP        Present     Treasury
                                     Management                                                               Value      Flat-WAL
                                     Building
    245     010-00000551      AMCC   Silver Lake      12/01/04      08/31/09         NAP          NAP        Present     Treasury
                                     Plaza                                                                    Value      Flat-WAL

    246     010-00000533      AMCC   Checkmate          NAP            NAP           NAP          NAP          NAP          NAP
                                     Apartments

    247     010-00000626      AMCC   Creekside          NAP            NAP           NAP          NAP          NAP          NAP
                                     Center

</TABLE>


<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /         MASTER
  NUMBER        NUMBER       NATOR      PROPERTY      SERVICING
                                          NAME         FEE RATE
-----------------------------------------------------------------
<S>         <C>              <C>     <C>              <C>
    136     010-00000598      AMCC   Telex             0.0200%
                                     Building


    137     020-00000065      AMCC   Charnelton        0.0200%
                                     Place
                                     Office
                                     Building
    168     010-00000563      AMCC   K-Mart            0.0200%
                                     Shopping
                                     Center -
                                     Savannah
    172     010-00000561      AMCC   K-Mart            0.0200%
                                     Shopping
                                     Center -
                                     Nashville
    173     010-00000540      AMCC   2150              0.0200%
                                     Joshua's
                                     Path
    174     010-00000501      AMCC   Ver-Sa-Til        0.0200%



    178     010-00000467      AMCC   Pencader          0.0200%
                                     Corporate
                                     Center
    184     010-00000542      AMCC   Cedar             0.0200%
                                     Marketplace



    190     010-00000595      AMCC   The Shops at      0.0200%
                                     Enon Springs



    191     010-00000617      AMCC   Sierra            0.0200%
                                     Heartland
                                     Senior
                                     Apartments
    195     010-00000612      AMCC   RPS               0.0200%
                                     Warehouse


    196     010-00000583      AMCC   755 & 775         0.0200%
                                     Fiero Lane

    198     010-00000519      AMCC   Plaza II          0.0200%
                                     Office
                                     Building
    200     010-00000393      AMCC   Carriage          0.0200%
                                     House
                                     Apartment
                                      - Sioux Falls
    201     010-00000394      AMCC   Carriage          0.0200%
                                     House
                                     Apartment
                                      - Brookings
    202     010-00000392      AMCC   Carriage          0.0200%
                                     House
                                     Apartment
                                      - Pierre
    204     010-00000634      AMCC   CVS Harper        0.0200%
                                     Center


    213     010-00000594      AMCC   1500              0.0200%
                                     Renaissance
                                     Building

    214     010-00000623      AMCC   Etinuum           0.0200%
                                     Office
                                     Building
    215     020-00000061      AMCC   DHR Office        0.0200%
                                     Building

    218     010-00000494      AMCC   Warminster        0.0200%
                                     Shopping
                                     Center
    219     010-00000276      AMCC   PBR II            0.0200%


    220     010-00000260      AMCC   PBR I             0.0200%


    223     010-00000470      AMCC   810-812           0.0200%
                                     Fiero Lane
    224     010-00000568      AMCC   Lab Corp of       0.0200%
                                     America
    227     010-00000620      AMCC   Hillcrest         0.0200%
                                     Retail/Office
                                     Shopping
                                     Center
    228     010-00000459      AMCC   Cain Drive        0.0200%
                                     Warehouses
    230     010-00000442      AMCC   Macy              0.0200%
                                     Building

    234     010-00000507      AMCC   The Culver        0.0200%
                                     Building

    235     010-00000491      AMCC   Harvard           0.0200%
                                     Physicians
                                     Building
    236     010-00000299      AMCC   Lyon Street       0.0200%
                                     Retail

    237     010-00000360      AMCC   350 Newton        0.0200%
                                     Avenue
                                     Apartments
    238     010-00000522      AMCC   Solar             0.0200%
                                     Gardens

    239     010-00000291      AMCC   Quality           0.0200%
                                     Suites
                                     Albuquerque
    240     010-00000603      AMCC   Springville       0.0200%
                                     Corners
    241     010-00000325      AMCC   224-234 East      0.0200%
                                     Broad Street
    243     010-00000219      AMCC   Black             0.0200%
                                     Mountain
                                     Point Office
                                     Building
    244     010-00000627      AMCC   Waste             0.0200%
                                     Management
                                     Building
    245     010-00000551      AMCC   Silver Lake       0.0200%
                                     Plaza

    246     010-00000533      AMCC   Checkmate         0.0200%
                                     Apartments

    247     010-00000626      AMCC   Creekside         0.0200%
                                     Center

</TABLE>


                                     M-3-17
<PAGE>   565
<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /        PROPERTY          CITY      STATE     ZIP     PROPERTY   PROP-       CROSS
  NUMBER        NUMBER       NATOR      PROPERTY        ADDRESS                              CODE      SIZE      ERTY    COLLATER-
                                          NAME                                                                   SIZE      ALIZED
                                                                                                                 UNIT    (MORTGAGE
                                                                                                                 TYPE       LOAN
                                                                                                                           GROUP)



------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>            <C>             <C>            <C>     <C>       <C>        <C>      <C>
    248     020-00000030      AMCC   Tolt Towne     31722 West      Carnation        WA     98014       28,464    SF         No
                                     Center         Eugene
                                                    Street

    249     010-00000318      AMCC   South Fridley  1050, 1090,     Fridley          MN     55421           64  Units        No
                                     Apartments     1120 & 1170
                                                    52nd Avenue
                                                    NE
    253     010-00000298      AMCC   Howard         335 London      Lake             AZ     86403           47  Rooms        No
                                     Johnson        Bridge Road     Havasu City
                                     Lake Havasu
    255     010-00000480      AMCC   261 East 300   261 East 300    Salt Lake        UT     84111       23,666    SF         No
                                     South          South           City
    256     010-00000316      AMCC   Hyde Park      1350, 1352,     New              MN     55112           68  Units        No
                                     Apartments     1354, 1362      Brighton
                                                    7th Street
                                                    NW
    257     010-00000636      AMCC   Hawthorne      5893-5899       Raytown          MO     64133       41,916    SF         No
                                     Business       Raytown
                                     Park           Road
    260     010-00000505      AMCC   Lovell         9030 Red        Columbia         MD     21045       20,388    SF         No
                                     Building       Branch Road
    261     010-00000441      AMCC   Nationwide     2220 South      East             RI     02818       11,695    SF         No
                                     Insurance      County Trail    Greenwich
                                     Office         (Route 2)
                                     Building
    262     010-00000380      AMCC   Attache        275 Century     Louisville       CO     80027       10,300    SF         No
                                     Building       Circle
    264     010-00000555      AMCC   Bluebonnet     100             Stephenville     TX     76401           80  Units        No
                                     Apartments     Bluebonnet
                                                    Street
    265     010-00000534      AMCC   8th Street     210, 214 and    Las Vegas        NV     89101           36  Units        No
                                     Apartments     218 South
                                                    8th Street
    267     020-00000029      AMCC   Ralph's        2035 4th        Seattle          WA     98121       10,997    SF         No
                                     Grocery &      Avenue
                                     Deli
    268     020-00000055      AMCC   Market         1520 24th       Billings         MT     59102       12,533    SF         No
                                     Square         Street West
    269     010-00000334      AMCC   Blockbuster    824 & 836       Salt Lake        UT     84116        7,975    SF         No
                                     Video-Salt     West North      City
                                     Lake City      Temple
    270     010-00000366      AMCC   Prudential     4710 Table      Boulder          CO     80303        8,674    SF         No
                                     Wise-          Mesa Drive
                                     McIntire
                                     Office
                                     Building
    271     020-00000023      AMCC   Licton         9242            Seattle          WA     98103           16  Units        No
                                     Springs        Ashworth
                                     Court          Avenue
                                     Apartments     North
    272     010-00000212      AMCC   Surgicenter    23500           Torrance         CA     90505        9,330    SF         No
                                     of South Bay   Madison
                                                    Street
    273     010-00000338      AMCC   West Fargo     1321 14th       West Fargo       ND     58078           24  Units        No
                                     Living         Avenue East
                                     Center
    274     010-00000457      AMCC   Edgewood       607             Duluth           MN     55811           24  Units        No
                                     Apartments     Kenwood
                                                    Avenue
    275     010-00000321      AMCC   Washington/    4810 & 4820     Houston          TX     77007       19,069    SF         No
                                     Shepherd       Washington
                                     Retail Center  Avenue
    276     010-00000020      AMCC   Candlewood     123-131         New Britain      CT     06051           40  Units        No
                                     Apartments     Clinic Drive
    277     010-00000431      AMCC   Bishop         1410 Harris     Houston          TX     77220       45,500    SF         No
                                     Lifting        Street
                                     Products
    278     010-00000382      AMCC   188 State      188 State       Portland         ME     04101       14,025    SF         No
                                     Street         Street
    279     010-00000259      AMCC   Woodstone      8200-8247       Owasso           OK     74055           40  Units        No
                                     Properties     North 116th
                                                    East Avenue
    280     010-00000553      AMCC   East Gate      1865 Wilson     St. Paul         MN     55119           23  Units        No
                                     Manor          Avenue
                                     Apartments
</TABLE>


<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /         CROSS         OWNER-    ORIGINAL    MORTGAGE     RATE    INTEREST      LOAN
  NUMBER        NUMBER       NATOR      PROPERTY      COLLATER-        SHIP     BALANCE       RATE       TYPE    ACCRUAL       TYPE
                                          NAME         ALIZED        INTEREST                                     METHOD
                                                      MORTGAGE
                                                     LOAN GROUP
                                                      AGGREGATE
                                                       CUT-OFF
                                                        DATE
                                                       BALANCE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>             <C>            <C>          <C>        <C>         <C>     <C>          <C>
    248     020-00000030      AMCC   Tolt Towne         1,257,846   Part Fee     1,300,000   7.4000%    Fixed   Actual/360   Balloon
                                     Center                         Simple &
                                                                    Part
                                                                    Leasehold
    249     010-00000318      AMCC   South Fridley      1,256,149   Fee          1,325,000   7.3000%    Fixed     30/360       Full
                                     Apartments                     Simple                                                    Amort


    253     010-00000298      AMCC   Howard             1,148,370   Fee          1,182,907   7.8000%    Fixed     30/360       Full
                                     Johnson                        Simple                                                    Amort
                                     Lake Havasu
    255     010-00000480      AMCC   261 East 300       1,128,825   Fee          1,150,000   7.5000%    Fixed   Actual/360   Balloon
                                     South                          Simple
    256     010-00000316      AMCC   Hyde Park          1,123,751   Fee          1,180,000   7.3000%    Fixed     30/360       Full
                                     Apartments                     Simple                                                    Amort


    257     010-00000636      AMCC   Hawthorne          1,119,278   Fee          1,120,000   8.2000%    Fixed   Actual/360   Balloon
                                     Business                       Simple
                                     Park
    260     010-00000505      AMCC   Lovell             1,040,104   Fee          1,050,000   8.0000%    Fixed   Actual/360   Balloon
                                     Building                       Simple
    261     010-00000441      AMCC   Nationwide         1,036,271   Fee          1,075,000   7.9000%    Fixed   Actual/360   Balloon
                                     Insurance                      Simple
                                     Office
                                     Building
    262     010-00000380      AMCC   Attache            1,029,448   Fee          1,060,000   7.4000%    Fixed   Actual/360   Balloon
                                     Building                       Simple
    264     010-00000555      AMCC   Bluebonnet           975,505   Fee            985,000   8.6000%    Fixed   Actual/360   Balloon
                                     Apartments                     Simple

    265     010-00000534      AMCC   8th Street           973,008   Fee            981,000   8.3500%    Fixed   Actual/360   Balloon
                                     Apartments                     Simple

    267     020-00000029      AMCC   Ralph's              880,257   Fee            910,000   7.5500%    Fixed   Actual/360   Balloon
                                     Grocery &                      Simple
                                     Deli
    268     020-00000055      AMCC   Market               831,794   Fee            850,000   7.9000%    Fixed   Actual/360   Balloon
                                     Square                         Simple
    269     010-00000334      AMCC   Blockbuster          823,856   Fee            850,000   7.5000%    Fixed   Actual/360   Balloon
                                     Video-Salt                     Simple
                                     Lake City
    270     010-00000366      AMCC   Prudential           761,500   Fee            785,000   7.4000%    Fixed   Actual/360   Balloon
                                     Wise-                          Simple
                                     McIntire
                                     Office
                                     Building
    271     020-00000023      AMCC   Licton               725,049   Fee            750,000   7.4500%    Fixed   Actual/360   Balloon
                                     Springs                        Simple
                                     Court
                                     Apartments
    272     010-00000212      AMCC   Surgicenter          673,400   Fee            710,000   7.6000%    Fixed   Actual/360   Balloon
                                     of South Bay                   Simple

    273     010-00000338      AMCC   West Fargo           665,633   Fee            700,000   7.3500%    Fixed   Actual/360   Balloon
                                     Living                         Simple
                                     Center
    274     010-00000457      AMCC   Edgewood             652,904   Fee            675,000   7.9000%    Fixed     30/360       Full
                                     Apartments                     Simple                                                    Amort

    275     010-00000321      AMCC   Washington/          641,874   Fee            700,000   7.2500%    Fixed     30/360       Full
                                     Shepherd                       Simple                                                    Amort
                                     Retail Center
    276     010-00000020      AMCC   Candlewood           602,312   Fee            630,000   9.3500%    Fixed     30/360     Balloon
                                     Apartments                     Simple
    277     010-00000431      AMCC   Bishop               574,976   Fee            650,000   8.2000%    Fixed     30/360       Full
                                     Lifting                        Simple                                                    Amort
                                     Products
    278     010-00000382      AMCC   188 State            508,483   Fee            532,000   7.5000%    Fixed   Actual/360   Balloon
                                     Street                         Simple
    279     010-00000259      AMCC   Woodstone            499,921   Fee            550,000   7.6500%    Fixed     30/360       Full
                                     Properties                     Simple                                                    Amort

    280     010-00000553      AMCC   East Gate            494,988   Fee            500,000   8.4000%    Fixed   Actual/360   Balloon
                                     Manor                          Simple
                                     Apartments
</TABLE>


<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /       NOTE DATE   CONTROL        LOAN        ANTICI-      SCHEDULED       MONTHLY
  NUMBER        NUMBER       NATOR      PROPERTY                  NUMBER       NUMBER         PATED        MATURITY        DEBT
                                          NAME                                               REPAY-          DATE         SERVICE
                                                                                            MENT DATE                     PAYMENT





------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>              <C>        <C>        <C>             <C>           <C>             <C>
    248     020-00000030      AMCC   Tolt Towne       07/30/98     248      020-0000030        NAP         08/01/08         9,522.49
                                     Center


    249     010-00000318      AMCC   South Fridley    09/30/98     249      010-0000318        NAP         10/01/18        10,512.66
                                     Apartments


    253     010-00000298      AMCC   Howard           09/24/99     253      010-0000298        NAP         01/01/19         9,888.44
                                     Johnson
                                     Lake Havasu
    255     010-00000480      AMCC   261 East 300     06/11/99     255      010-0000480        NAP         07/01/09         8,498.40
                                     South
    256     010-00000316      AMCC   Hyde Park        11/23/98     256      010-0000316        NAP         12/01/18         9,362.22
                                     Apartments


    257     010-00000636      AMCC   Hawthorne        10/31/00     257      010-0000636        NAP         11/01/10         8,374.85
                                     Business
                                     Park
    260     010-00000505      AMCC   Lovell           07/15/99     260      010-0000505        NAP         08/01/09         7,704.53
                                     Building
    261     010-00000441      AMCC   Nationwide       02/26/99     261      010-0000441        NAP         03/01/09         8,924.95
                                     Insurance
                                     Office
                                     Building
    262     010-00000380      AMCC   Attache          10/29/98     262      010-0000380        NAP         11/01/08         7,764.49
                                     Building
    264     010-00000555      AMCC   Bluebonnet       12/22/99     264      010-0000555        NAP         01/01/10         7,997.98
                                     Apartments

    265     010-00000534      AMCC   8th Street       08/06/99     265      010-0000534        NAP         09/01/09         7,439.01
                                     Apartments

    267     020-00000029      AMCC   Ralph's          06/30/98     267      020-0000029        NAP         07/01/10         6,754.45
                                     Grocery &
                                     Deli
    268     020-00000055      AMCC   Market           02/03/99     268      020-0000055        NAP         03/01/09         6,504.23
                                     Square
    269     010-00000334      AMCC   Blockbuster      08/28/98     269      010-0000334        NAP         09/01/08         6,281.43
                                     Video-Salt
                                     Lake City
    270     010-00000366      AMCC   Prudential       10/02/98     270      010-0000366        NAP         10/01/08         5,750.12
                                     Wise-
                                     McIntire
                                     Office
                                     Building
    271     020-00000023      AMCC   Licton           06/10/98     271      020-0000023        NAP         07/01/08         5,518.07
                                     Springs
                                     Court
                                     Apartments
    272     010-00000212      AMCC   Surgicenter      07/15/98     272      010-0000212        NAP         08/01/08         5,763.21
                                     of South Bay

    273     010-00000338      AMCC   West Fargo       09/17/98     273      010-0000338        NAP         10/01/08         5,575.12
                                     Living
                                     Center
    274     010-00000457      AMCC   Edgewood         05/05/99     274      010-0000457        NAP         06/01/19         5,604.04
                                     Apartments

    275     010-00000321      AMCC   Washington/      10/19/98     275      010-0000321        NAP         11/01/13         6,390.05
                                     Shepherd
                                     Retail Center
    276     010-00000020      AMCC   Candlewood       03/13/97     276      010-0000020        NAP         04/01/07         5,438.74
                                     Apartments
    277     010-00000431      AMCC   Bishop           03/23/99     277      010-0000431        NAP         04/01/09         7,955.16
                                     Lifting
                                     Products
    278     010-00000382      AMCC   188 State        11/12/98     278      010-0000382        NAP         12/01/08         4,285.76
                                     Street
    279     010-00000259      AMCC   Woodstone        07/23/98     279      010-0000259        NAP         08/01/13         5,145.57
                                     Properties

    280     010-00000553      AMCC   East Gate        12/06/99     280      010-0000553        NAP         01/01/10         3,992.50
                                     Manor
                                     Apartments
</TABLE>


<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /      ORIGINAL       STATED       SEASON-        REMAIN-          STATED
  NUMBER        NUMBER       NATOR      PROPERTY     TERM TO       ORIGINAL        ING         ING TERM        REMAINING
                                          NAME       MATURITY       AMORT-       (MONTHS)     TO MATURITY        AMORT-
                                                      / ARD         IZATION                      / ARD          IZATION
                                                     (MONTHS)        TERM                       (MONTHS)          TERM
                                                                   (MONTHS)                                     (MONTHS)



----------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>            <C>            <C>           <C>          <C>              <C>
    248     020-00000030      AMCC   Tolt Towne         120           300           28              92             272
                                     Center


    249     010-00000318      AMCC   South Fridley      240           240           26             214             214
                                     Apartments


    253     010-00000298      AMCC   Howard             232           232           15             217             217
                                     Johnson
                                     Lake Havasu
    255     010-00000480      AMCC   261 East 300       120           300           17             103             283
                                     South
    256     010-00000316      AMCC   Hyde Park          240           240           24             216             216
                                     Apartments


    257     010-00000636      AMCC   Hawthorne          120           360            1             119             359
                                     Business
                                     Park
    260     010-00000505      AMCC   Lovell             120           360           16             104             344
                                     Building
    261     010-00000441      AMCC   Nationwide         120           240           21              99             219
                                     Insurance
                                     Office
                                     Building
    262     010-00000380      AMCC   Attache            120           300           25              95             275
                                     Building
    264     010-00000555      AMCC   Bluebonnet         120           300           11             109             289
                                     Apartments

    265     010-00000534      AMCC   8th Street         120           360           15             105             345
                                     Apartments

    267     020-00000029      AMCC   Ralph's            144           300           29             115             271
                                     Grocery &
                                     Deli
    268     020-00000055      AMCC   Market             120           300           21              99             279
                                     Square
    269     010-00000334      AMCC   Blockbuster        120           300           27              93             273
                                     Video-Salt
                                     Lake City
    270     010-00000366      AMCC   Prudential         120           300           26              94             274
                                     Wise-
                                     McIntire
                                     Office
                                     Building
    271     020-00000023      AMCC   Licton             120           300           29              91             271
                                     Springs
                                     Court
                                     Apartments
    272     010-00000212      AMCC   Surgicenter        120           240           28              92             212
                                     of South Bay

    273     010-00000338      AMCC   West Fargo         120           240           26              94             214
                                     Living
                                     Center
    274     010-00000457      AMCC   Edgewood           240           240           18             222             222
                                     Apartments

    275     010-00000321      AMCC   Washington/        180           180           25             155             155
                                     Shepherd
                                     Retail Center
    276     010-00000020      AMCC   Candlewood         120           300           44              76             256
                                     Apartments
    277     010-00000431      AMCC   Bishop             120           120           20             100             100
                                     Lifting
                                     Products
    278     010-00000382      AMCC   188 State          120           240           24              96             216
                                     Street
    279     010-00000259      AMCC   Woodstone          180           180           28             152             152
                                     Properties

    280     010-00000553      AMCC   East Gate          120           300           11             109             289
                                     Manor
                                     Apartments
</TABLE>


<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /       CUT-OFF DATE   LOAN BALANCE    DEFEASE        DEFEASE        YIELD
  NUMBER        NUMBER       NATOR      PROPERTY        BALANCE     AT MATURITY /   START DATE     END DATE       MAINTEN-
                                          NAME                           ARD                                       ANCE
                                                                                                                  PERIOD
                                                                                                                START DATE




----------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>            <C>             <C>             <C>            <C>          <C>
    248     020-00000030      AMCC   Tolt Towne     1,257,845.64    1,052,942.26      NAP            NAP         08/01/00
                                     Center


    249     010-00000318      AMCC   South Fridley  1,256,148.95            0.00      NAP            NAP         10/01/03
                                     Apartments


    253     010-00000298      AMCC   Howard         1,148,369.52            0.00    02/01/04      12/31/13         NAP
                                     Johnson
                                     Lake Havasu
    255     010-00000480      AMCC   261 East 300   1,128,824.58      934,529.42      NAP            NAP         07/01/04
                                     South
    256     010-00000316      AMCC   Hyde Park      1,123,751.04            0.00      NAP            NAP         12/01/03
                                     Apartments


    257     010-00000636      AMCC   Hawthorne      1,119,278.48    1,005,961.71    12/01/05      07/31/10         NAP
                                     Business
                                     Park
    260     010-00000505      AMCC   Lovell         1,040,104.09      939,328.74      NAP            NAP         08/01/04
                                     Building
    261     010-00000441      AMCC   Nationwide     1,036,270.65      756,091.01      NAP            NAP         03/01/04
                                     Insurance
                                     Office
                                     Building
    262     010-00000380      AMCC   Attache        1,029,447.80      858,360.20      NAP            NAP         11/01/03
                                     Building
    264     010-00000555      AMCC   Bluebonnet       975,505.19      825,729.94      NAP            NAP         01/01/05
                                     Apartments

    265     010-00000534      AMCC   8th Street       973,007.92      884,661.16    10/01/02      05/31/09         NAP
                                     Apartments

    267     020-00000029      AMCC   Ralph's          880,257.05      688,075.01      NAP            NAP         07/01/03
                                     Grocery &
                                     Deli
    268     020-00000055      AMCC   Market           831,794.32      699,023.22      NAP            NAP         04/01/04
                                     Square
    269     010-00000334      AMCC   Blockbuster      823,855.65      690,407.74      NAP            NAP         09/01/03
                                     Video-Salt
                                     Lake City
    270     010-00000366      AMCC   Prudential       761,499.87      635,789.65      NAP            NAP         11/01/03
                                     Wise-
                                     McIntire
                                     Office
                                     Building
    271     020-00000023      AMCC   Licton           725,049.40      608,496.61      NAP            NAP         07/01/03
                                     Springs
                                     Court
                                     Apartments
    272     010-00000212      AMCC   Surgicenter      673,400.49      493,894.85      NAP            NAP         08/01/03
                                     of South Bay

    273     010-00000338      AMCC   West Fargo       665,632.63      482,602.19      NAP            NAP         10/01/03
                                     Living
                                     Center
    274     010-00000457      AMCC   Edgewood         652,904.01            0.00      NAP            NAP         06/01/04
                                     Apartments

    275     010-00000321      AMCC   Washington/      641,873.72            0.00      NAP            NAP         11/01/03
                                     Shepherd
                                     Retail Center
    276     010-00000020      AMCC   Candlewood       602,311.53      525,385.10      NAP            NAP         04/01/02
                                     Apartments
    277     010-00000431      AMCC   Bishop           574,975.87            0.00      NAP            NAP         04/01/04
                                     Lifting
                                     Products
    278     010-00000382      AMCC   188 State        508,483.10      368,725.08      NAP            NAP         12/01/03
                                     Street
    279     010-00000259      AMCC   Woodstone        499,921.46            0.00      NAP            NAP         08/01/01
                                     Properties

    280     010-00000553      AMCC   East Gate        494,988.34      416,838.44    02/01/03      09/30/09         NAP
                                     Manor
                                     Apartments
</TABLE>


<TABLE>
<CAPTION>
  CONTROL        LOAN        ORIGI-      LOAN /         YIELD        PREPAY-      PREPAY-        YIELD       YIELD        MASTER
  NUMBER        NUMBER       NATOR      PROPERTY       MAINTEN-        MENT         MENT        MAINTE     MAINTEN-     SERVICING
                                          NAME          ANCE         PENALTY      PENALTY       NANCE        ANCE        FEE RATE
                                                     PERIOD END       START         END        CALCULA-    INTEREST
                                                        DATE          DATE          DATE         TION        RATE
                                                                                                METHOD



-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>              <C>     <C>             <C>             <C>          <C>          <C>         <C>          <C>
    248     020-00000030      AMCC   Tolt Towne       01/31/08         NAP          NAP        Present     Treasury      0.0200%
                                     Center                                                     Value      Flat-WAL


    249     010-00000318      AMCC   South Fridley    06/30/18         NAP          NAP        Present     Treasury      0.0200%
                                     Apartments                                                 Value      Flat-WAL


    253     010-00000298      AMCC   Howard              NAP           NAP          NAP          NAP          NAP        0.0200%
                                     Johnson
                                     Lake Havasu
    255     010-00000480      AMCC   261 East 300     03/31/09         NAP          NAP        Present     Treasury      0.0200%
                                     South                                                      Value      Flat-WAL
    256     010-00000316      AMCC   Hyde Park        08/31/18         NAP          NAP        Present     Treasury      0.0200%
                                     Apartments                                                 Value      Flat-WAL


    257     010-00000636      AMCC   Hawthorne           NAP           NAP          NAP          NAP          NAP        0.0200%
                                     Business
                                     Park
    260     010-00000505      AMCC   Lovell           04/30/09         NAP          NAP        Present     Treasury      0.0200%
                                     Building                                                   Value      Flat-WAL
    261     010-00000441      AMCC   Nationwide       11/30/08         NAP          NAP        Present     Treasury      0.0200%
                                     Insurance                                                  Value      Flat-WAL
                                     Office
                                     Building
    262     010-00000380      AMCC   Attache          07/31/08         NAP          NAP        Present     Treasury      0.0200%
                                     Building                                                   Value      Flat-WAL
    264     010-00000555      AMCC   Bluebonnet       09/30/09         NAP          NAP        Present     Treasury      0.0200%
                                     Apartments                                                 Value      Flat-WAL

    265     010-00000534      AMCC   8th Street          NAP           NAP          NAP          NAP          NAP        0.0200%
                                     Apartments

    267     020-00000029      AMCC   Ralph's          12/31/09         NAP          NAP        Present     Treasury      0.0200%
                                     Grocery &                                                  Value      Flat-WAL
                                     Deli
    268     020-00000055      AMCC   Market           11/30/08         NAP          NAP        Present     Treasury      0.0200%
                                     Square                                                     Value      Flat-WAL
    269     010-00000334      AMCC   Blockbuster      05/31/08         NAP          NAP        Present     Treasury      0.0200%
                                     Video-Salt                                                 Value      Flat-WAL
                                     Lake City
    270     010-00000366      AMCC   Prudential       06/30/08         NAP          NAP        Present     Treasury      0.0200%
                                     Wise-                                                      Value      Flat-WAL
                                     McIntire
                                     Office
                                     Building
    271     020-00000023      AMCC   Licton           03/31/08         NAP          NAP        Present     Treasury      0.0200%
                                     Springs                                                    Value      Flat-WAL
                                     Court
                                     Apartments
    272     010-00000212      AMCC   Surgicenter      02/29/08         NAP          NAP        Present     Treasury      0.0200%
                                     of South Bay                                               Value      Flat-WAL

    273     010-00000338      AMCC   West Fargo       03/31/08         NAP          NAP        Present     Treasury      0.0200%
                                     Living                                                     Value      Flat-WAL
                                     Center
    274     010-00000457      AMCC   Edgewood         02/28/19         NAP          NAP        Present     Treasury      0.0200%
                                     Apartments                                                 Value      Flat-WAL

    275     010-00000321      AMCC   Washington/      07/31/13         NAP          NAP        Present     Treasury      0.0200%
                                     Shepherd                                                   Value      Flat-WAL
                                     Retail Center
    276     010-00000020      AMCC   Candlewood       03/31/07         NAP          NAP        Present     Treasury      0.0200%
                                     Apartments                                                 Value       +0.50%
    277     010-00000431      AMCC   Bishop           12/31/08         NAP          NAP        Present     Treasury      0.0200%
                                     Lifting                                                    Value      Flat-WAL
                                     Products
    278     010-00000382      AMCC   188 State        08/31/08         NAP          NAP        Present     Treasury      0.0200%
                                     Street                                                     Value      Flat-WAL
    279     010-00000259      AMCC   Woodstone        01/31/13         NAP          NAP        Present     Treasury      0.0200%
                                     Properties                                                 Value      Flat-WAL

    280     010-00000553      AMCC   East Gate           NAP           NAP          NAP          NAP          NAP        0.0200%
                                     Manor
                                     Apartments
</TABLE>


                                     M-3-18
<PAGE>   566
                                    EXHIBIT B

                    CORPORATE REPRESENTATIONS AND WARRANTIES


                  The Seller hereby represents and warrants, as of the Closing
Date, that:

                  (a) The Seller is a duly formed corporation, validly existing
and in good standing under the laws of Delaware. The principal place of business
and chief executive office of the Seller is located in the State of Washington.

                  (b) The Seller 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.

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

                  (d) The execution and delivery of this Agreement by the
Seller, and the performance and compliance with the terms of this Agreement by
the Seller, will not violate the Seller's organizational documents or constitute
a default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material agreement
or instrument to which it is a party or which is applicable to it or any of its
assets. Attached hereto as Exhibit E are true, correct, and complete copies of
the Seller's organizational documents in effect as of the Closing Date.

                  (e) The Seller 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
Seller's good faith and reasonable judgment, is likely to affect materially and
adversely either the ability of the Seller to perform its obligations under this
Agreement or the financial condition of the Seller.

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

                  (g) No consent, approval, authorization or order of, or filing
or registration with, any state or federal court or governmental agency or body
is required for the consummation


                                     M-3-19
<PAGE>   567
by the Seller of the transactions contemplated herein, except for those
consents, approvals, authorizations and orders that previously have been
obtained and those filings and registrations that previously have been
completed.

                  (h) No proceedings looking toward liquidation, dissolution or
bankruptcy of the Seller are pending or contemplated.

                  (i) The transfer of the Mortgage Loans and the Loan REMIC
Interests by the Seller to the Purchaser, as contemplated herein, is not subject
to any bulk transfer or similar law in effect in any applicable jurisdiction.

                  (j) The Seller is not transferring the Mortgage Loans and the
Loan REMIC Interests to the Purchaser with any intent to hinder, delay or
defraud its present or future creditors.

                  (k) The Seller will be solvent at all relevant times prior to,
and will not be rendered insolvent by, its transfer of the Mortgage Loans and
the Loan REMIC Interests to the Purchaser, as contemplated herein.

                  (l) After giving effect to its transfer of the Mortgage Loans
and the Loan REMIC Interests to the Purchaser, as provided herein, the value of
the Seller's assets, either taken at their present fair saleable value or at
fair valuation, will exceed the amount of the Seller's debts and obligations,
including contingent and unliquidated debts and obligations of the Seller, and
the Seller will not be left with unreasonably small assets or capital with which
to engage in and conduct its business.

                  (m) The Seller does not intend to, and does not believe that
it will, incur debts or obligations beyond its ability to pay such debts and
obligations as they mature.

                  (n) In connection with, and at the time of, its transfer of
the Mortgage Loans hereunder, the Seller will receive consideration constituting
at least reasonably equivalent value and fair consideration for the assets
transferred.

                  (o) The execution, delivery and performance of this Agreement
by the Seller constitute bona fide and arm's length transactions and are
undertaken in the ordinary course of business of the Seller.

(p) Seller is not a party to or bound by a written or oral agreement granting to
any person or entity an option or right of first refusal or other arrangement to
acquire directly or indirectly any of the Mortgage Loans.


                                     M-3-20
<PAGE>   568
                                    EXHIBIT C

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


                  The Seller (with respect to each Mortgage Loan unless
otherwise indicated) hereby represents and warrants to SBMS VII and its
successors and assigns as provided in this Agreement (subject to the
qualifications with respect to matters of enforceability set forth below in the
last paragraph of this Exhibit C) that as of the date specified below or, if no
such date is specified, as of the date hereof, and as of the Closing Date and
subject to the exceptions disclosed on Schedule C-1 attached hereto:

                  (1) Mortgage Loan Characteristics. The information set forth
in the Mortgage Loan Schedule is true, correct and complete in all material
respects; provided, however, that with respect to the information set forth with
respect to each Mortgage Loan under the captions "Physical Occupancy %,"
"Occupancy As of Date," "1998 NOI," "1999 NOI," "Underwritten NOI,"
"Underwritten Net Cash Flow" and "Underwritten NOI DSCR," the Seller represents
only that such information is a correct and accurate reproduction or derivation,
as adjusted by the Seller in accordance with its customary underwriting
practices and procedures, of the information provided to it by the related
Borrower (or an affiliate or principal thereof) and takes no responsibility for
the accuracy or completeness of any such information provided by the related
Borrower (or such affiliate or principal); provided, further, that the Seller
has no actual knowledge that such information is incorrect, inaccurate or
incomplete following the reasonable and customary due diligence performed by the
Seller in connection with its origination or purchase of the Mortgage Loans.

                  (2) Domestic Borrower. The related Borrower is an individual
who is a citizen of, or an entity organized under the laws of, a state of the
United States of America.

                  (3) Single-Purpose, Bankruptcy Remote Entity. Each Borrower of
a Mortgage Loan in excess of $25,000,000 is an entity which has represented in
connection with the origination of the Mortgage Loan, and whose organizational
documents as of the date of origination of the Mortgage Loan provide that so
long as the Mortgage Loan is outstanding, it will be a single-purpose entity
whose activities and ability to incur debt are restricted by the applicable
Mortgage or the organizational documents in a manner intended to make the
likelihood of bankruptcy proceedings being commenced by or against such Borrower
remote, and as to which the Borrower has delivered an opinion of counsel
concerning substantive non-consolidation and as to which the Borrower has at
least one independent director. For this purpose, "single-purpose entity" shall
mean a Person, other than an individual, which does not engage in any business
unrelated to the related Mortgaged Property and its financing, does not have any
assets other than those related to its interest in such Mortgaged Property or
its financing, or any indebtedness other than as permitted by the related
Mortgage or the other Mortgage Loan documents, has its own books and records
separate and apart from any other Person and holds itself out as being a legal
entity, separate and apart from any other Person.


                                     M-3-21
<PAGE>   569
                  (4) Delivery of Mortgage Loans Documents. The Seller has
caused or will cause to be delivered to the Purchaser (or its designee) within
the time period prescribed in Section 2 each of the documents comprising the
Mortgage File for such Mortgage Loan.

                  (5) Payment Current. All payments required to be made with
respect to such Mortgage Loan under the terms of the related Mortgage Note or
the related Mortgage (inclusive of any applicable grace or cure period) up to
the Closing Date have been made. Within the twelve months preceding the Closing
Date, there has not been any delinquency in excess of 30 days with respect to
such Mortgage Loan.

                  (6) Equity Participation or Participation Interest. Such
Mortgage Loan contains no equity participation by the Seller and is a whole loan
and not a participation interest. Neither the related Note nor the related
Mortgage provides for negative amortization, unless the Mortgage Loan is an ARD
loan, or any contingent or additional interest in the form of participation in
the cash flow of the related Mortgaged Property. The Seller has no ownership
interest in such Mortgaged Property or the related Borrower other than in such
Mortgage Loan being sold and assigned. Neither the Seller nor any affiliate of
the Seller has any obligation to make any capital contributions to the related
Borrower under the Mortgage or any other related Mortgage Loan document.

                  (7) Compliance with Applicable Laws. As of the date of its
origination, such Mortgage Loan either complied with, or was exempt from,
applicable federal or state laws, regulations and other requirements pertaining
to usury. To the best of the Seller's knowledge, as of the date of origination
of such Mortgage Loan, the related originator complied in all material respects
with the requirements of any and all other federal, state or local laws
applicable to the origination, servicing and collection of such Mortgage Loan.
No governmental or regulatory approval or consent is required for the sale of
such Mortgage Loan by the Seller, and the Seller has full right, power and
authority to sell such Mortgage Loan. To the extent necessary to ensure the
enforceability of such Mortgage Loan and the effective sale, transfer and
assignment thereof and of the related Mortgage Note, the originator and/or the
Seller and, if applicable, each subsequent holder of the related Mortgage Note
each was qualified and appropriately licensed to transact business in the
jurisdiction in which the related Mortgaged Property is located at the time such
entity had possession of the related Mortgage Note.

                  (8) Proceeds Fully Disbursed. The proceeds of such Mortgage
Loan have been fully disbursed (although certain reserve accounts controlled by
the Seller may have been established as described in Schedule C-2, and there is
no requirement for future advances thereunder.

                  (9) Origination Expenses Paid. All costs, fees and expenses
incurred in connection with the origination and closing of such Mortgage Loan,
including, without limitation, recording costs and fees, have been paid to the
appropriate person or arrangements have been made for their payment to the
appropriate person on a timely basis by the related Borrower.

                  (10) Documents Valid. Each of the related Mortgage Note, the
related Mortgage and any other related Mortgage Loan document is the legal,
valid and binding


                                     M-3-22
<PAGE>   570
obligation of the related Borrower, the related guarantor or other party
executing such document (subject to any non-recourse or partial recourse
provisions contained therein), and is enforceable in accordance with its terms.
There is no valid offset, defense, counterclaim or right of rescission with
respect to such Mortgage Note, Mortgage or any other Mortgage Loan document, nor
will the operation of any of the terms of such Mortgage Note or Mortgage, or the
exercise of any right thereunder, render either such Mortgage Note or Mortgage
unenforceable or subject to any valid offset, defense, counterclaim or right of
rescission, including, without limitation, the defense of usury, and the Seller
has no knowledge that any such offset, defense, counterclaim, or right of
rescission has been asserted or is available with respect thereto. Except as
described in the immediately following sentence, the related Mortgage Note and
the related Mortgage do not require the related mortgagee to release any portion
of the related Mortgaged Property except upon payment in full of such Mortgage
Loan or the exercise of a defeasance feature. In the case of certain Mortgaged
Properties securing cross-collateralized Mortgage Loans, certain Mortgage Loans
secured by multiple Mortgaged Properties, and certain Mortgage Loans secured by
one or more parcels constituting a single Mortgaged Property, the related
mortgagee may be required to release a Mortgaged Property or a portion thereof
upon payment of a portion of the related Mortgage Loan as specified in the
related Mortgage Loan documents.

                  (11) Assignment of Mortgage; Note Endorsement. The related
Assignment of Mortgage (but for the insertion of the name of the assignee and
any related recording information which is not yet available to the Seller) is
or will be in recordable form and constitutes or will constitute the Seller's
legal, valid and binding assignment to the Purchaser of the related Mortgage and
any related Assignment of Leases or assignment of Assignment of Leases. The
Seller's endorsement and delivery of the related Mortgage Note to the Purchaser
in accordance with the terms of this Agreement constitutes or will constitute
the Seller's legal, valid and binding assignment to the Purchaser of such
Mortgage Note, and together with the Seller's execution and delivery of such
Assignment of Mortgage to the Purchaser, legally and validly conveys or will
convey all right, title and interest of the Seller in such Mortgage Loan to the
Purchaser. Neither the related Mortgage Note nor the related Mortgage contain
provisions limiting the right or ability of Seller to assign, transfer and
convey such documents.

                  (12) Assignment of Leases. There exists as part of the related
Mortgage File an Assignment of Leases (either as a separate instrument or
incorporated into the related Mortgage); and such Assignment of Leases creates
in favor of the holder, a valid, perfected and (subject to the exceptions set
forth in paragraph 13 below) enforceable lien of the same priority as the
related Mortgage, in the property and rights described therein;

                  (13) First Lien. The related Mortgage is a legal, valid and
enforceable first lien on the related Mortgaged Property (including all
buildings and improvements on such Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems located
in or annexed to such buildings, and all additions, alterations and replacements
made at any time prior to the closing date of such Mortgage Loan with respect to
the foregoing, but excluding any related personal property) which Mortgaged
Property is free and clear of all liens and encumbrances having priority over or
equal to the first lien of such Mortgage, except for (a) the lien of current
real estate taxes and special assessments not yet delinquent or accruing
interest or penalties, (b) covenants, conditions and restrictions, rights of
way, easements and other matters of public record as of the date of recording of
such Mortgage which do not


                                     M-3-23
<PAGE>   571
materially and adversely (i) affect the value of such Mortgaged Property as
security for such Mortgage Loan, or (ii) interfere with the related Borrower's
ability to make required interest and principal payments or to make use of such
Mortgaged Property for the intended purposes therefor, (c) leases and subleases
pertaining to such Mortgaged Property which the Seller did not require to be
subordinated to the lien of such Mortgage (provided that such leases and
subleases, if any, are with entities which are not affiliated with the Seller),
and (d) other matters which do not, individually or in the aggregate, materially
and adversely (i) affect the value of such Mortgaged Property as security for
such Mortgage Loan, or (ii) interfere with the related Borrower's ability to
make required principal and interest payments or to make use of such Mortgaged
Property for the intended purposes therefor. Subject to the foregoing
exceptions, the related Assignment of Leases has the same priority as the
related Mortgage.

                  (14) No Modification, Release or Satisfaction. Except by a
written instrument which has been delivered to the Purchaser or its designee as
a part of the related Mortgage File, (a) neither the related Note nor the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File, none of which alter the information on the Mortgage
Loan Schedule or make any of the other representations in this Agreement untrue)
has been impaired, waived, modified, altered, satisfied, canceled or
subordinated or rescinded, (b) the related Mortgaged Property has not been
released from the lien of such Mortgage and (c) the related Borrower has not
been released from its obligations under such Mortgage, in whole or in any part,
in each such event in a manner which would materially interfere with the
benefits of the security intended to be provided by such Mortgage.

                  (15) Defeasance. A Mortgage Loan which permits defeasance
provides that, no earlier than the second anniversary of the Closing Date (or,
in the case of any Mortgage Loan included in its own Loan REMIC, no earlier than
the second anniversary of the "startup day" of such Loan REMIC), the related
Borrower may obtain the release of all or a portion of the related Mortgaged
Property from the lien of the related Mortgage upon the pledge to the Trustee of
non-callable U.S. Treasury or other non-callable U.S. government obligations
that provide for payments on or prior to all successive payment dates to
maturity (or, in the case of an ARD Loan, through the related Anticipated
Repayment Date) in the amounts due on such dates and upon the satisfaction of
certain other conditions. A Mortgage Loan that permits defeasance provides that
related Borrower is responsible for all reasonable costs incurred in connection
with the defeasance of any such Mortgage Loan and the release of the related
Mortgaged Property. A Mortgage Loan that permits defeasance provides that the
related Borrower is responsible for all cots incurred in connection with the
defeasance of such Mortgage Loan and the release of the related Mortgage
Property. A Mortgage Loan that permits defeasance requires that a first priority
perfected security interest opinion be provided and also requires the related
Borrower to provide either a REMIC opinion, as a condition to exercise of any
defeasance option or a written confirmation from the Rating Agencies indicating
that such defeasance will not result in a reduction, withdrawal or qualification
of the respective ratings of any outstanding Classes of Certificates. For all
loans with a Cut-off Date Balance over $5,000,000, as a condition to the
exercise of any defeasance option, either rating agency confirmation or lender
approval is required. In addition, the related Mortgage or other related
Mortgage Loan documents generally require the satisfaction of one or more of the
following conditions prior to the defeasance of the Mortgage Loan and release of
the related Mortgaged Property:


                                     M-3-24
<PAGE>   572
                           (a) the related Borrower must provide the mortgagee
         with a prior written notice of not less than 30 days;

                           (b) the related Borrower must either (i) deliver to
         the mortgagee or the servicer of the Mortgage Loan, as the case may be,
         government obligations described above in this Paragraph 15 or (ii) pay
         to the mortgagee or the servicer of the Mortgage Loan, as the case may
         be, an amount sufficient to purchase the government obligations
         described above in this Paragraph 15;

                           (c) the related Borrower must deliver an officer's
         certificate to the effect that all of its obligations with respect to
         the Mortgage Loan have been satisfied and that the Mortgage Loan is not
         in default; and

                           (d) the related Borrower must undertake to provide
         such other documents or information as the mortgagee may reasonably
         request in connection with such defeasance.

                  (16) No Delinquent Taxes or Assessments. All tax or
governmental assessments, or installments thereof, which were due on or prior to
the date of origination had been paid as of such date and the Seller knows of no
tax or governmental assessment, or if payable in installments, any installment
thereof, which became due and owing thereafter and prior to the Closing Date in
respect of the related Mortgaged Property, which, if left unpaid, would be, or
might become, a lien on such Mortgaged Property having priority over the related
Mortgage which has become delinquent such that (a) such tax, assessment or
installment has commenced to accrue interest or penalties, or (b) the applicable
taxing authority may commence proceedings to collect such tax, assessment or
installment, as applicable.

                  (17) Escrow or Reserve Deposits. As of the Closing Date, the
related reserve account(s), if any, contain all escrow deposits and other
payments required by the terms of the related Mortgage Loan documents (inclusive
of any applicable grace or cure period) to be held by the Seller as of the
Closing Date. Pursuant to Section 2 hereof, the Seller is transferring all
amounts on deposit in the related reserve account(s) to the Purchaser, or to the
extent not being transferred to the Purchaser, all escrow deposits and other
payments required under the related Mortgage Note, the related Mortgage and any
other related Mortgage Loan documents have been applied in accordance with their
intended purposes by the related Mortgage Loan originator, the Seller or its
agent.

                  (18) No Third Party Advances. The Seller has not, directly or
indirectly, (a) advanced funds, (b) induced or solicited any payment from a
Person other than the related Borrower, or (c) to the Seller's knowledge,
received any payment other than from such Borrower, for the payment of any
amount required under the related Mortgage Note or the related Mortgage, except
for interest accruing from the date of such Mortgage Note or the date of
disbursement of the proceeds of such Mortgage Loan, whichever is later, to the
date which precedes by 30 days the first Due Date under such Mortgage Note.

                  (19) No Condemnation or Damages. To the best of the Seller's
knowledge, no proceedings for the total or partial condemnation of the related
Mortgaged Property (a) have


                                     M-3-25
<PAGE>   573
occurred since the date as of which the appraisal relied upon in the origination
of such Mortgage Loan was prepared, or (b) are pending or threatened other than,
in each such case, proceedings as to partial condemnation which do not
materially and adversely affect the value of such Mortgaged Property as security
for such Mortgage Loan. To the best of Seller's knowledge, the related Mortgaged
Property is free of material damage. The related Mortgage requires that any
related condemnation award and/or insurance proceeds be applied either to the
restoration of the related Mortgaged Property or to the payment of the
outstanding principal balance of or accrued interest on such Mortgage Loan.

                  (20) No Mechanics' Liens. To the Seller's knowledge, the
related Mortgaged Property (excluding any related personal property) (a) is free
and clear of any mechanics' and materialmen's liens or liens in the nature
thereof, and (b) no rights are outstanding that, under applicable law, could
give rise to any of these types of liens, any of which liens are or may be prior
to, or equal with, the lien of the related Mortgage, except, with respect to
clauses (a) and (b) above in this Paragraph 20, those which are insured against
by the related lender's title insurance policy referred to in Paragraph 24 of
this Exhibit C below.

                  (21) Title Survey: Improvements; Separate Tax Parcels. The
Seller has delivered an as-built survey, a survey recertification, a site plan,
a recorded plat or the like with respect to the related Mortgaged Property which
satisfied, or the Seller otherwise satisfied, the requirements of the related
title insurance company for deletion of the standard general exceptions for
encroachments, boundary and other survey matters and for easements not shown by
the public records from the related title insurance policy, except with respect
to any related Mortgaged Property located in a jurisdiction (such as the State
of Texas where survey title insurance coverage is prohibited by law) in which
the exception for easements not shown by the public records could not be deleted
and such standard general exception is customarily accepted by prudent
commercial mortgage lenders in such jurisdiction. The property described in the
survey is the same as the Mortgaged Property described in the Mortgage and the
lender's title insurance policy. Except for encroachments and similar matters
which are inconsequential, do not materially and adversely affect the value of
such Mortgaged Property as security for such Mortgage Loan, or are insured
against by the related lender's title insurance policy described in Paragraph 24
of this Exhibit C below, surveys and/or title insurance obtained at the time of
the origination of such Mortgage Loan indicated or insured that (a) none of the
improvements which were included for the purpose of determining the appraised
value of such Mortgaged Property in the related appraisal obtained in connection
with of the origination of such Mortgage Loan lie outside the boundaries and
building restriction lines of such Mortgaged Property, and (b) no improvements
on adjoining properties encroach upon such Mortgaged Property. The related
Mortgaged Property constitutes one or more complete separate tax lots or is
subject to an endorsement under the related lender's title insurance policy. No
one other than the related Borrower, any guarantor or indemnitor, any tenants
under the requirements of tenant leases or (if it escrows real estate taxes) the
related mortgagee is obligated under the related Mortgage Loan documents to pay
real estate taxes on the Mortgaged Property.

                  (22) Title. The Seller has good and marketable title to and is
the sole and lawful owner and beneficial holder of such Mortgage Loan. The
Seller has full power, authority and legal right to sell and assign such
Mortgage Loan hereunder, is the sole mortgagee or beneficiary of record under
the related Mortgage and is transferring such Mortgage Loan to the


                                     M-3-26
<PAGE>   574
Purchaser free and clear of any and all liens, encumbrances, participation
interests, pledges, charges or security interests of any nature encumbering such
Mortgage Loan.

                  (23) Compliance with Laws. To the best of the Seller's
knowledge (based upon a letter or letters from governmental authorities, a legal
opinion, an endorsement or endorsements to the related title insurance policy, a
representation of the related Borrower at the time of origination of such
Mortgage Loan or other information reasonably acceptable to the Seller based on
the Seller's underwriting standards at the time of its origination thereof), (a)
no improvements located on or forming a part of the related Mortgaged Property
are in violation of any applicable zoning and building laws or ordinances, (b)
the related Mortgaged Property complies with all other laws and regulations
pertaining to the use and occupancy thereof (excluding Environmental Laws which
are addressed in Paragraph 35 and Paragraph 36 below) and all applicable
insurance requirements, (c) such Borrower has obtained all inspections,
licenses, permits, authorizations, and certificates necessary for such
compliance, including, but not limited to, certificates of occupancy (if
available), and (d) the Seller has not received notification from any
governmental authority that such Mortgaged Property violates or does not comply
with such laws or regulations or is being used, operated or occupied unlawfully
or that such Borrower has failed to obtain such inspections, licenses, permits,
authorizations, or certificates, except for such violation or non-compliance (i)
which does not materially and adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use for which such Mortgaged
Property was intended at the time of origination of such Mortgage Loan, (ii)
which is specifically addressed by the appraiser in the determination of the
related appraised value in connection with the origination of such Mortgage
Loan, or (iii) for which a reserve account held for the Seller has been
established in an amount sufficient to pay for the estimated costs to correct
such violations or non-compliance.

                  (24) Title Insurance. The lien of the related Mortgage is
insured by an ALTA lender's title insurance policy or, if an ALTA lender's title
insurance policy is unavailable, another state-approved form of lender's title
insurance policy issued in an amount not less than the stated principal amount
of such Mortgage Loan (after all advances of principal) insuring the Seller and
its successors and assigns that the related Mortgage is a valid first lien on
the related Mortgaged Property, subject only to exceptions described in
Paragraph 13 of this Exhibit C above (or, if such a title insurance policy has
not yet been issued in respect of such Mortgage Loan, such a policy will be
issued and is currently evidenced by a pro forma or specimen policy or by a
"marked-up" commitment for title insurance which was furnished by the related
title insurance company for purposes of closing such Mortgage Loan). The premium
for such title insurance policy has been paid in full and such title insurance
policy is (or, when issued, will be) in full force and effect, and upon
endorsement and delivery of the related Mortgage Note to the Purchaser and
recording of the related Assignment of Mortgage in favor of the Purchaser in the
applicable real estate records, such title insurance policy will inure to the
benefit of the Purchaser. Such title insurance policy (a) does not contain the
standard general exceptions for encroachments, boundary or other survey matters
and for easements not shown by the public records, other than matters which do
not materially and adversely (i) affect the value of the related Mortgaged
Property as security for the Mortgage Loan, or (ii) interfere with the related
Borrower's ability to make required principal and interest payments or to make
use of such Mortgaged Property for the intended purposes, and (b) only contains
such exceptions for encroachments, boundary and other survey matters as are
customarily accepted by prudent


                                     M-3-27
<PAGE>   575
commercial mortgage lenders. The Seller and its agents have not taken, or failed
to take, any action that would materially impair the coverage benefits of any
such title insurance policy. The Seller has not made any claim under such title
insurance policy.

                  (25) Insurance Related to Mortgaged Property. All improvements
on the related Mortgaged Property are insured by (a) a fire and extended perils
insurance policy providing coverage on a full replacement cost basis in an
amount not less than the lesser of (i) the full replacement cost of all
improvements to such Mortgaged Property (without deduction for depreciation),
and (ii) the outstanding principal balance of such Mortgage Loan, but in any
event in an amount sufficient to avoid the operation of any co-insurance
provisions contained in such insurance policy, which policy contains a standard
mortgagee clause naming the originator or the Seller and its successors as
additional insureds; (b) an insurance policy providing business interruption or
rental continuation coverage in an amount not less than the income anticipated
from 12 months of operations of such Mortgaged Property; (c) a comprehensive
general liability insurance policy in an amount not less than $1,000,000 per
occurrence; and (d) if any material improvement on such Mortgaged Property is
located in an area identified by the Federal Emergency Management Agency as
having special flood hazards under the National Flood Insurance Act of 1968, as
amended, a flood insurance policy providing coverage in an amount not less than
the lesser of (i) the stated principal amount of the related Mortgage Note, and
(ii) the maximum amount of insurance available under the Flood Disaster
Protection Act of 1973, as amended. As of the Closing Date, the insurance
premium for each such insurance policy shall have been paid or escrowed. Each
such insurance policy contains a clause providing that it is not terminable and
may not be reduced without 30 days' prior written notice to the mortgagee
(except that, in the event of nonpayment of insurance premiums, each such
insurance policy provides for termination upon not less than 10 days' prior
written notice), and no such notice has been received by the Seller. With
respect to each such insurance policy, the Seller has received a certificate of
insurance or similar document dated within the last 12 months to the effect that
such insurance policy is in full force and effect. The Seller has no knowledge
of any action, omission, misrepresentation, negligence or fraud which would
result in the failure of any such insurance policy. The related Mortgage Loan
documents require the related Borrower or a tenant of such Borrower to maintain
each such insurance policy at its expense, but authorizes the mortgagee to
maintain any such insurance policy at the related Borrower's expense upon such
Borrower's or such tenant's failure to do so (subject to any applicable notice
or cure periods). The related Mortgage and insurance policy require that any
related insurance proceeds, in excess of a specified amount, will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or to the payment of the outstanding principal balance of or accrued
interest on such Mortgage Loan.

                  (26) UCC Financing Statements. One or more Uniform Commercial
Code financing statements covering all furniture, fixtures, equipment and other
personal property (a) which are collateral under the related Mortgage or under a
security or similar agreement executed and delivered in connection with such
Mortgage Loan, and (b) in which a security interest can be perfected by the
filing of Uniform Commercial Code financing statement(s) under applicable law,
have been filed or recorded (or have been sent for filing or recording) wherever
necessary to perfect under applicable law a security interest in such furniture,
fixtures, equipment and other personal property.


                                     M-3-28
<PAGE>   576
                  (27) Default, Breach and Acceleration. There is no material
default, breach, violation or event of acceleration existing under the related
loan agreement, related Mortgage Note or the related Mortgage, and the Seller
has no knowledge of any event (other than failure to make payments due but not
yet delinquent) which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a material default,
breach, violation or event of acceleration thereunder; provided that this
representation and warranty does not cover any default, breach, violation or
event of acceleration that pertains to or arises out of the subject matter
otherwise covered by any other representation and warranty made by the Seller in
this Exhibit C. The Seller has no knowledge, after performing at the time of
origination of the related Mortgage Loan due diligence customarily performed by
prudent commercial lenders at the time of such origination, that the related
Borrower is a debtor in any state or federal bankruptcy or insolvency
proceeding.

                  (28) Customary Provisions. The related Mortgage Note, the
related Mortgage, and the related Assignment of Leases, together with applicable
state law, contain customary and enforceable provisions (including, without
limitation, those relating to receivers) such as to render the rights and
remedies of the holder thereof adequate for the practical realization against
the related Mortgaged Property of the principal benefits of the security
intended to be provided thereby, including realization by judicial or, if
applicable, non-judicial foreclosure.

                  (29) Access Routes. (a) Surveys, title insurance reports, the
title insurance policy or other relevant documents contained in the related
Mortgage File indicate that at the time of origination of such Mortgage Loan the
related Borrower had sufficient rights with respect to amenities, ingress and
egress and similar matters identified in the appraisal of the related Mortgaged
Property obtained in connection with the origination of such Mortgage Loan, as
being critical to the appraised value thereof, and (b) such Mortgaged Property
was receiving services from public or private water, sewer and other utilities
that were adequate as of the date that the Mortgage Loan was originated, and
none of such services is subject to revocation as a result of a foreclosure or
change in ownership of an adjacent property.

                  (30) Mortgage Loans Secured by Ground Lease but Not Fee
Interest. With respect to each Mortgage Loan that is secured in whole or in part
by the interest of the related Borrower as lessee under a ground lease of all or
a portion of the related Mortgaged Property (a "Ground Lease"), but the related
fee interest in the portion of such Mortgaged Property covered by such Ground
Lease (the "Fee Interest") is not subject or subordinate to the lien of the
related Mortgage, the Seller hereby represents and warrants that:

                           (a) as of the Closing Date, such Ground Lease is in
         full force and effect, and such Ground Lease or a memorandum thereof
         has been duly recorded in the applicable real estate records and (i)
         such Ground Lease (or the related estoppel letter or lender protection
         agreement between the Seller and related lessor) does not prohibit the
         interest of the related lessee thereunder from being encumbered by the
         related Mortgage and does not restrict the use of the related Mortgaged
         Property of such lessee in a manner that would interfere with the
         related Borrower's ability to make required principal and interest
         payments or to make use of such Mortgaged Property for the intended
         purposes, or a separate written agreement permitting such encumbrance
         has been obtained, and (ii) there have been no material changes in the
         terms of such Ground Lease that would be


                                     M-3-29
<PAGE>   577
         binding on the mortgagee as successor to the lessee except as set forth
         in written instruments which are part of the related Mortgage File;

                           (b) the related lessee's leasehold interest in the
         portion of the related Mortgaged Property covered by such Ground Lease
         is not subject to any liens or encumbrances securing indebtedness which
         are superior to, or of equal priority with, the related Mortgage,
         except for liens of current real estate taxes and special assessments
         not yet delinquent or accruing interest or penalties;

                           (c) the related lessee's interest in such Ground
         Lease may be transferred to the Purchaser and its successors and
         assigns through a foreclosure of the related Mortgage or conveyance in
         lieu of foreclosure and, thereafter, may be transferred to another
         Person by the related mortgagee and its successors and assigns, upon
         notice to, but without the consent of, the related lessor (or, if any
         such consent is required, either (i) it has been obtained prior to the
         Closing Date, or (ii) it may not be unreasonably withheld), provided
         that such Ground Lease has not been terminated and all amounts owed
         thereunder have been paid;

                           (d) the related lessor is required to give notice of
         any default under such Ground Lease by the related lessee to the
         mortgagee either under the terms of such Ground Lease or under the
         terms of a separate estoppel letter or written agreement;

                           (e) the related mortgagee is entitled, under the
         terms of such Ground Lease or a separate estoppel letter or written
         agreement, to receive notice of any default by the related lessee under
         such Ground Lease, and after any default notice, is entitled to not
         less than the time provided to the related lessee under such Ground
         Lease to cure such default (which is, in any event, a commercially
         reasonable time period), which is curable during such period before the
         lessor may terminate the Ground Lease; all rights of the related lessee
         under the Ground Lease may be exercised by or on behalf of the
         mortgagee;

                           (f) the currently effective term of such Ground Lease
         (excluding any extension or renewal which is not binding on the lessor
         thereunder) extends not less than 20 years beyond the Stated Maturity
         Date of such Mortgage Loan;

                           (g) such Ground Lease does not impose any
         restrictions on subletting which the Seller considered to be
         commercially unreasonable at the time of its origination or purchase of
         such Mortgage Loan or that a prudent commercial mortgage lender would
         have considered unreasonable at such date;

                           (h) as of the Closing Date, (i) no event of default
         has occurred under such Ground Lease and (ii) to Seller's knowledge, no
         event has occurred which, with the passage of time, the giving of
         notice or both (other than rental or other payments being due, but not
         yet delinquent), would result in a default or an event of default under
         the terms of such Ground Lease;

                           (i) the related lessor has agreed in a writing
         included in the related Mortgage File that such Ground Lease may not be
         amended, modified, cancelled or


                                     M-3-30
<PAGE>   578
         terminated without the prior written consent of the Seller or the
         mortgagee and that any such action without such consent is not binding
         upon the mortgagee, its successors and assigns. Unless the mortgagee
         fails to cure a default of the lessee under the Ground Lease following
         notice thereof from the lessor as set forth in clause (e) of this
         Paragraph 30, the lessor is required to enter into a new ground lease
         upon termination of such Ground Lease for any reason (including,
         without limitation, rejection of such Ground Lease in a bankruptcy
         proceeding);

                           (j) under the terms of such Ground Lease and the
         related Mortgage, taken together, any related insurance proceeds or
         condemnation award (other than in respect of a total or substantially
         total loss or taking) will be applied either to (i) the repair or
         restoration of all or part of the related Mortgaged Property covered by
         such Ground Lease, with the mortgagee or a trustee appointed by it
         having the right to hold and disburse such proceeds as such repair or
         restoration progresses (except where such Mortgage Loan provides that
         the related Borrower or its agent may hold and disburse such proceeds
         with respect to any loss or taking less than a stipulated amount not
         greater than $50,000), or (ii) the payment of the outstanding principal
         balance of and accrued interest on such Mortgage Loan; and

                           (k) there are no existing mortgages on the Fee
         Interest which can be foreclosed upon that are not subject to the
         Ground Lease, and the provisions of the Ground Lease and/or other
         documents related thereto and included as part of the related Mortgage
         File preclude the creation of any future mortgage on the Fee Interest
         that can be foreclosed upon not subject to the Ground Lease.

                           (l) except for fixed or determinable increases
         expressly set forth in such Ground Lease, such Ground Lease does not
         permit any increase in the amount of rent payable by the ground lessee
         during the term of the Mortgage Loan.

                           (m) the terms of any related Ground Lease have not
         been waived, modified, altered, satisfied, impaired, cancelled,
         subordinated, or rescinded in any manner which materially interferes
         with the security intended to be provided by the related Mortgage.

                  (31) Deed of Trust. With respect to any related Mortgage that
is a deed of trust or trust deed, a trustee, duly qualified under applicable law
to serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with applicable law. Except in connection with
(a) a trustee's sale after default by the related Borrower or (b) the release of
the related Mortgaged Property following the payment of the related Mortgage
Loan in full, no fees or expenses are payable by the Seller or the Purchaser to
such trustee.

                  (32) Cross-Security. The related Mortgaged Property is not
collateral or security for the payment or performance of (a) any other
obligations owed to the originator of such Mortgage Loan or the Seller other
than another Mortgage Loan being sold, transferred and assigned by the Seller
under this Agreement, or (b) to the Seller's knowledge, any other obligations
owed to any Person other than the Seller. The related Mortgage Note is not
secured by any real property other than a Mortgaged Property. Each related
Mortgage does not provide


                                     M-3-31
<PAGE>   579
or permit, without the prior written consent of the holder of the Mortgage Note,
each related Mortgaged Property to secure any other promissory note or
obligation, other than any other Mortgage Loan.

                  (33) Assignment of Leases. Except with respect to the related
Mortgaged Property or that portion of the related Mortgaged Property that is
occupied by the related Borrower, the related Mortgage Loan documents contain
the provisions of an Assignment of Leases or include a separate Assignment of
Leases. Any related Assignment of Leases incorporated within the related
Mortgage or set forth in a separate Mortgage Loan document creates on
recordation (with the same priority as the related Mortgage) a valid assignment
of, or security interest in, the right to receive all payments due under the
related leases, if any.

                  (34) REMIC. (a) Such Mortgage Loan is principally secured by
an interest in real property and either (i) the fair market value of such real
property was at least equal to 80% of the adjusted issue price of such Mortgage
Loan on the date of origination of such Mortgage Loan or, if such Mortgage Loan
has been "significantly modified" within the meaning of Section 1001 of the
Code, on the date of such modification (unless such modification may be
disregarded under Treas. Reg. Sec. 1.860G-2(b)(3)), or (ii) substantially all of
the proceeds of such Mortgage Loan were used to acquire or improve or protect an
interest in real property that, at origination of such Mortgage Loan, was the
only security for such Mortgage Loan; (b) such Mortgage Loan contains no equity
participation by the Seller, and neither the related Mortgage Note nor the
related Mortgage provides for any contingent or additional interest in the form
of participation in the cash flow or proceeds realized on disposition of the
related Mortgaged Property; and (c) such Mortgage Loan is a "qualified mortgage"
as defined in, and for purposes of, Section 860G(3)(A) of the Code and provides
for the payments of interest at a fixed rate or at a rate described in Treas.
Reg. Sec. 1.860G-1(a)(3).

                  (35) Environmental Site Assessments. Environmental Site
Assessments (collectively, the "ESAs"), transaction screen assessments, studies
or updates prepared or obtained within [ ] months prior to the Closing Date in
connection with the origination of such Mortgage Loan identified no material
adverse environmental conditions or circumstances anticipated to require any
material expenditure with respect to any Mortgaged Property, except for: (a)
those cases where such conditions or circumstances were investigated further
and, based upon such additional investigation, a qualified environmental
consultant recommended no further investigation or remediation; (b) those cases
in which an operations and maintenance plan was recommended by the environmental
consultant and such plan was obtained or an escrow reserve established to cover
the estimated costs of obtaining such plan; (c) those conditions in which soil
or groundwater contamination was suspected or identified and either (i) such
condition or circumstance was remediated or abated prior to the date of closing
of the related Mortgage Loan, (ii) a "no further action" letter was obtained
from the applicable regulatory authority, or (iii) either an environmental
insurance policy was obtained, a letter of credit provided, an escrow reserve
account established, or an indemnity from the responsible party was obtained, to
cover the estimated costs of any required investigation, testing, monitoring or
remediation; or (d) those cases in which (i) a leaking underground storage tank
or groundwater contamination was identified to be located on or to have
originated from an offsite property, (ii) a responsible party has been
identified under applicable law, and (iii) either such condition is not known to
have affected the Mortgaged Property or the responsible party has either
received a "no


                                     M-3-32
<PAGE>   580
further action" letter from the applicable regulatory agency, established a
remediation fund, or provided a guaranty or indemnity to the related Borrower.

                  (36) Notice of Environmental Problem. Other than with respect
to any conditions identified in the ESAs, transaction screen assessments,
studies or updates referred to in Paragraph 34 of this Exhibit C above, the
Seller: (a) has not received actual notice from any federal, state or other
governmental authority of (i) any failure of the related Mortgaged Property to
comply with any applicable Environmental Laws, or (ii) any known or threatened
release of Hazardous Materials on or from such Mortgaged Property in violation
of any applicable Environmental Laws; (b) has not received actual notice from
the related Borrower that (i) such Borrower has received any such notice from
any such governmental authority, (ii) such Mortgaged Property fails to comply
with any applicable Environmental Laws, or (iii) such Borrower has received
actual notice that there is any known or threatened release of Hazardous
Materials on or from such Mortgaged Property in violation of any applicable
Environmental Laws; or (c) has no actual knowledge that (i) the related
Mortgaged Property fails to materially comply with any applicable Environmental
Laws or (ii) there has been any known or threatened release of Hazardous
Materials on or from such Mortgaged Property where such release falls outside
the exceptions (a) through (d) of Paragraph 35 of this Exhibit C above.

                  (37) Recourse. The related Mortgage Loan documents contain
standard provisions providing for recourse against the related Borrower or a
principal of such Borrower for damages sustained in connection with the
Borrower's fraud, material misrepresentation or misappropriation of any tenant
security deposits, rent, insurance proceeds or condemnation proceeds. The
related Mortgage Loan documents contain provisions pursuant to which the related
Borrower or a principal of such Borrower has agreed to indemnify the mortgagee
for damages resulting from violations of any applicable Environmental Laws.

                  (38) Environmental Compliance. Each Mortgage Loan contains
either a representation, warranty or covenant that the related Borrower will not
use, cause or permit to exist on the related Mortgaged Property any Hazardous
Materials in violation of any applicable Environmental Laws or an indemnity with
respect to any such violation in favor of the Seller.

                  (39) Inspection. The Seller or originator has inspected the
related Mortgaged Property or caused such Mortgaged Property to be inspected
within the 12 months preceding the Closing Date.

                  (40) Subordinate Debt. Except as has been disclosed in the
Mortgage Loan Schedule, the related Mortgage contains a provision for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan in the event that the related Borrower encumbers the related Mortgaged
Property without the prior written consent of the mortgagee thereunder. At the
time of origination, the Mortgaged properties were not, and to the Seller's
knowledge, the Mortgaged Properties are not encumbered by any liens junior to
the liens of the related Mortgages. The Mortgage Loans do not permit the
Borrowers to obtain financing secured by the Mortgaged Properties that is
subordinate to or of equal priority with the lien of the Mortgage without
lender's consent.


                                     M-3-33
<PAGE>   581
                  (41) Common Ownership. To Seller's knowledge, no two
properties securing Mortgage Loans are directly or indirectly under common
ownership except to the extent that such common ownership and the ownership
structure have been specifically disclosed in Schedule C-3.

                  (42) Operating or Financial Statement. The related Mortgage
Loan documents require the related Borrower to furnish to the mortgagee at least
annually an operating statement (or a balance sheet and a statement of income
and expenses) with respect to the related Mortgaged Property or, in the case of
a borrower-occupied Mortgaged Property, a financial statement with respect to
the related Borrower.

                  (43) Litigation. To the best of the Seller's knowledge as of
the date of origination or purchase of such Mortgage Loan, and to the Seller's
knowledge thereafter, there is no pending action, suit, proceeding, arbitration
or governmental investigation with respect to the related Borrower or Mortgaged
Property which if determined adversely to the related Borrower would have a
material adverse effect on the value of the related Mortgaged Property or such
Borrower's ability to continue to perform its obligations under such Mortgage
Loan.

                  (44) ARD Loans. With respect to each Mortgage Loan that is an
ARD Loan, it commenced amortizing on its initial scheduled Due Date (or, in the
case of certain interest-only Mortgage Loans, as otherwise set forth in the
related Mortgage Notes) and provides that: (a) the spread used in calculating
its Mortgage Rate will increase by no more than five percent (5%) in connection
with the passage of its Anticipated Repayment Date; (b) its Anticipated
Repayment Date is of the term specified [in the Mortgage Loan Schedule]
following the origination of such Mortgage Loan; (c) no later than the related
Anticipated Repayment Date, if it has not previously done so, the related
Borrower is required to enter into a "lockbox agreement" whereby all revenue
from the related Mortgaged Property shall be deposited directly into a
designated account controlled by the Servicer; and (d) any cash flow from the
related Mortgaged Property that is applied to amortize such Mortgage Loan
following its Anticipated Repayment Date shall, to the extent such net cash flow
is in excess of the Monthly Payment payable therefrom, be net of budgeted and
discretionary (lender approved) capital expenditures.

                  (45) Due-on-Sale. The related Mortgage contains a
"due-on-sale" clause that provides for the acceleration of the payment of the
unpaid principal balance of such Mortgage Loan if, without the prior written
consent of the mortgagee, the related Mortgaged Property subject to such
Mortgage is directly or indirectly transferred or sold; provided that certain of
the Mortgages permit (a) changes in ownership between existing partners and
members, (b) transfers to family members (or trusts for the benefit of family
members), affiliated companies and certain specified individuals and entities,
(c) issuance by the related borrower of new partnership or membership interests,
(d) certain other changes in ownership for estate planning purposes, or (e)
certain other transfers similar in nature to the foregoing that are consistent
with customary commercial lending practices.

                  (46) Loan Origination; Loan Underwriting. Each Mortgage Loan
was originated by the Seller, an affiliate of Seller or an originator approved
by the Seller, or was purchased by the related Seller, and each Mortgage Loan
substantially complied with all of the terms, conditions and requirements of the
Seller's underwriting standards in effect at the time of


                                     M-3-34
<PAGE>   582
its origination or purchase of such Mortgage Loan, subject to such exceptions as
the Seller approved.

                  (47) Interest Accrual. Each related Mortgage Loan accrues
interest on an Actual/360 Basis or on a 30/360 Basis; and such Mortgage Loan
accrues interest (payable monthly in arrears) at a fixed rate of interest
throughout the remaining term of such Mortgage Loan (except if such Mortgage
Loan is an ARD Loan, in which case the accrual rate for interest will increase
after its Anticipated Repayment Date, and except in connection with the
occurrence of a default and the accrual of default interest).

                  (48) Cut-off Date Balance. No Mortgage Loan, together with any
other Mortgage Loan made to the same Borrower or to an Affiliate of such
Borrower, represents more than 5% of the aggregate Cut-off Date Balance of the
Mortgage Pool.

                  (49) Due Date. The Due Date for each Mortgage Loan is
scheduled to be the first day of the month (or the following business day, if
such first day is not a business day).

                  (50) Appraisal. An appraisal of the related Mortgaged Property
was conducted in connection with the origination of such Mortgage Loan. Such
appraisal satisfied either: (A) the requirements of the "Uniform Standards of
Professional Appraisal Practice" as adopted by the Appraisal Standards Board of
the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, in either case as in
effect on the date such Mortgage Loan was originated.

                  (51) No Release. No Mortgage Loan has been satisfied in full,
and except as expressly contemplated by the related loan agreement or other
documents contained in the related file, no material portion of the Mortgaged
Property has been released.

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

                  Each representation and warranty of the Seller set forth in
this Exhibit C, to the extent related to the enforceability of any instrument,
agreement or other document or as to offsets, defenses, counterclaims or rights
of rescission related to such enforceability, is qualified to the extent that
(a) enforcement may be limited (i) by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally as from time to time in effect, (ii) by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law), and (iii) by any applicable anti-deficiency law or statute; and (b)
such instrument, agreement or other document may contain certain provisions
which may be unenforceable in accordance with their terms, in whole or in part,
but the unenforceability of such provisions will not (subject to the
qualification in clause (a) above) (i) cause the related Mortgage Note or the
related Mortgage to be void in their entirety, (ii) invalidate the related
Borrower's obligation to pay interest at the stated interest rate of such
Mortgage Note on, and repay the principal of, the related Mortgage Loan in
accordance with the payment terms of such Mortgage Note, such Mortgage and other
written agreements delivered to the Seller in connection therewith, (iii)
invalidate the obligation of any related guarantor to pay guaranteed obligations
with respect to interest at the stated interest rate of such Note on, and the
principal of, such Mortgage Loan in accordance with the payment terms of such
guarantor's


                                     M-3-35
<PAGE>   583
written guaranty, (iv) impair the mortgagee's right to accelerate and demand
payment of interest at the stated interest rate of such Mortgage Note on, and
principal of, such Mortgage Loan upon the occurrence of a legally enforceable
default, or (v) impair the mortgagee's right to realize against the related
Mortgaged Property by judicial or, if applicable, non-judicial foreclosure.


                                     M-3-36
<PAGE>   584
                                  SCHEDULE C-1

                         EXCEPTIONS TO THE MORTGAGE LOAN
                         REPRESENTATIONS AND WARRANTIES


1.  Representation #10.  Loan #010-00000598 (Telex Building).  Parcel "C" may be
    released upon the satisfaction of the following conditions: (i) sixty (60)
    days prior written notice; (ii) the remaining parcel has a debt service
    coverage ratio of 1.25 to 1, (iii) the Borrower is not in default; and (iv)
    the remaining parcel has a loan to value ratio less than .75 to 1. Borrower
    does not have to pay off a portion of the Mortgage Loan in order to
    facilitate such release. If all of the above conditions are met, Borrower
    must post additional cash collateral and reserves unless the sole tenant
    (Telex) meets certain financial criteria.

2.  Representation #10. Loan #010-00000603 (Springville Corners). Borrower has
    the right to obtain a release of surplus property without paying a portion
    of the Mortgage Loan upon the satisfaction of the following conditions: (i)
    legal subdivision; (ii) use of remaining property is unchanged; (iii) loan
    to value ratio of the remaining property is no more than .75 to 1; and (iv)
    adequate easements for access and utilities.

3.  Representation #21.  Because of their size, a survey was not required by the
    originator for the following loans:

(a)          Loan #010-00000470 (810-812 Fiero Lane)
(b)          Loan #010-00000360 (350 Newton Avenue Apartments)
(c)          Loan #010-00000533 (Checkmate Apartments)
(d)          Loan #010-00000298 (Howard Johnson Lake Havasu)
(e)          Loan #010-00000442 (Macy Building)
(f)          Loan #010-00000325 (224-234 East Broad Street)
(g)          Loan #010-00000219 (Black Mountain Point Office Building
(h)          Loan #010-00000276 (PBR II)


                                     M-3-37
<PAGE>   585
(i)          Loan #010-00000505 (Lovell Building)
(j)          Loan #010-00000382 (188 State Street)

4.  Representation #21, 24.  Loan #010-00000382 (188 State Street). The survey
    exceptions were not deleted from the title insurance policy.

5.  Representation #21.  Loan #010-00000623 (Yukon Holdings LLC).  The Mortgaged
    Property is not a separate tax parcel, as the separation could not be
    completed prior to closing. However, an Agreement Regarding Non-Segregated
    Tax Parcel was entered into by the Borrower at closing, in which the
    Borrower has agreed to pay taxes with respect to the non-segregated tax
    parcel until such time as the segregation is complete. A tax escrow was
    established in the amount of $11,533.33 at closing. Borrower has until
    November 1, 2001 to complete the separation.

6.  Representation #25. The following loans are subject to co-insurance:

(a)          Loan #010-00000219 (Black Mountain Point Office Building)
(b)          Loan #010-00000259 (Woodstone Properties)
(c)          Loan #010-00000501 (Ver-Sa-Til )
(d)          Loan #010-00000522 (Solar Gardens)

7.  Representation #25.  Loan #010-00000561 (Kmart - Nashville) and Loan
    #010-00000563 (Kmart - Savannah). Kmart is allowed to self-insure provided:
    (i) the relevant Kmart lease is in full force and effect, has not been
    modified without the Lender's prior written approval and Kmart is not in
    default thereunder; (ii) the Borrower is not in default under its loan
    documents with the Lender; and (iii) Kmart continues to provide evidence of
    self-insurance at the levels in effect as of the date of the Loan closing
    and Kmart pays any loss which should be covered under its self-insurance. On
    the Kmart - Savannah loan, the Borrower has provided liability insurance.

8.  Representation #30.  Loan #020-00000030 (Tolt Towne Center).  Two Hundred
    Eighty-One (281) square feet of the mortgaged property, which is less than
    one percent (1%) of the total mortgaged property, is subject to a ground
    lease. The leased premises are adjacent to a loading dock and allows
    delivery trucks to back into that area. The terms of the lease violate the
    representation in the following ways: The terms of the Lease


                                     M-3-38
<PAGE>   586



                                  SCHEDULE C-2

                     RESERVE ACCOUNTS CONTROLLED BY SELLER



<PAGE>   587


                                  SCHEDULE C-3

                       PROPERTIES UNDER COMMON OWNERSHIP




<PAGE>   588
             violate the representation as follows: (i) The terms of the Lease
             do not require that any notice of default be given to the
             mortgagee; (ii) The terms of the Lease do not provide for any
             additional cure period in favor of mortgagee. The lease itself does
             not specify any Lessor remedies or termination rights, although it
             should be noted that a violation of the repair and maintenance
             obligations or a failure to pay rent could permit the Lessor to
             exercise whatever the Washington statutory and judicial remedies
             are available. The Lease also states that its term is "perpetual,"
             language more customarily found in an access, ingress and egress
             easement than in a lease; (iii) No writing is contained in the
             related Mortgage File requiring any Lender consent to a
             modification, amendment, cancellation or termination of Lease and
             there is no obligation on the part of the related lessor to enter
             into a new or direct lease with the Lender in the event of a Lease
             termination; (iv) There is no provision in the Lease addressing use
             of casualty or condemnation proceeds; and (v) There is nothing in
             the related Mortgage File addressing or confirming the existence or
             absence of any mortgages on the Fee Interest.


                                     M-3-39
<PAGE>   589
                                   EXHIBIT D-1

                       FORM OF CERTIFICATE OF A SECRETARY
                      OR ASSISTANT SECRETARY OF THE SELLER


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C3
        CERTIFICATE OF SECRETARY OF ARTESIA MORTGAGE CAPITAL CORPORATION


                  I,                     , hereby certify that I am a duly
appointed Secretary of Artesia Mortgage Capital Corporation, a Delaware
Corporation (the "Company"), and certify further as follows:

                  1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware;

                  2. Attached hereto as Exhibit A is a true, correct and
complete copy of the organizational documents of the Company, as in full force
and effect on the date hereof;

                  3. Attached hereto as Exhibit B is a certificate of the
Secretary of State of the State of Delaware issued within ten days of the date
hereof with respect to the good standing of the Company;

                  4. Since the date of the good standing certificate referred to
in clause 3 above, the Company has not received any notification from the
Secretary of State of Delaware, or from any other source, that the Company is
not in good standing in Delaware.

                  5. Attached hereto as Exhibit C are the resolutions of the
board of directors of the Company authorizing the transactions contemplated by
the Mortgage Loan Purchase Agreement dated as of December 12, 2000 (the
"Mortgage Loan Purchase Agreement"), between Salomon Brothers Mortgage
Securities VII, Inc. ("SBMS VII") and the Company, including the sale of the
subject mortgage loans (the "Mortgage Loans") by the Company to SBMS VII. Such
resolutions are in full force and effect on the date hereof and are not in
conflict with any other resolutions of the board of directors of the Company in
effect on the date hereof.

                  6. The Mortgage Loans do not constitute all or substantially
all of the assets of the Company.

                  7. To the best of my knowledge, no proceedings looking toward
liquidation or dissolution of the Company are pending or contemplated.

                  8. Each person who, as an officer or representative of the
Company, signed (a) the Mortgage Loan Purchase Agreement, (b) the
Indemnification Agreement dated as of December 12, 2000 (the "Indemnification
Agreement"), among the Company, SBMS VII,


                                     M-3-40
<PAGE>   590
Salomon Smith Barney Inc., Greenwich Capital Markets, Inc., Chase Securities
Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and ABN AMRO
Bank N.V.; and (c) any other document or certificate delivered on or before the
date hereof in connection with the transactions contemplated by the foregoing
documents, was, at the respective times of such signing and delivery, and is as
of the Closing Date, duly elected or appointed, qualified and acting as such
officer or representative, and the signature of such person appearing on any
such document is his or her genuine signature.

                  Capitalized terms used but not otherwise defined herein have
the respective meanings assigned to them in the Mortgage Loan Purchase Agreement
and, if not defined therein, then in the Indemnification Agreement.


                            [SIGNATURE PAGE FOLLOWS]


                                     M-3-41
<PAGE>   591
                  IN WITNESS WHEREOF, I have hereunto signed my name as of
December   , 2000.


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


                  The undersigned, an officer of the Company, hereby certifies
that is the duly elected and qualified and acting Secretary of the Company and
that the signature appearing above is his/her genuine signature.

                  IN WITNESS WHEREOF, I have hereunto signed my name as of
December   , 2000.


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


                                     M-3-42
<PAGE>   592
                                    EXHIBIT A

                    CERTIFICATE OF INCORPORATION AND BY-LAWS


                                     M-3-43
<PAGE>   593
                                    EXHIBIT B

                          CERTIFICATE OF GOOD STANDING


                                     M-3-44
<PAGE>   594
                                    EXHIBIT C

                                   RESOLUTIONS


                                     M-3-45
<PAGE>   595
                            UNANIMOUS WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                      ARTESIA MORTGAGE CAPITAL CORPORATION
                                WITHOUT A MEETING


                  The undersigned, being all the Directors of Artesia Mortgage
Capital Corporation, a Delaware corporation (the "Corporation"), pursuant to
Section 141 of the General Corporation Law of the State of Delaware, in lieu of
holding a meeting of the Board of Directors of the Corporation, do hereby
consent to the adoption of, and do hereby unanimously adopt, as of the date
hereof, the resolutions set forth below:

                  WHEREAS, the Corporation has from time to time originated or
acquired the various commercial mortgage loans identified on Schedule I attached
hereto (the "Mortgage Loans");

                  NOW, THEREFORE, IT IS RESOLVED, that the sale of Mortgage
Loans by the Corporation to Salomon Brothers Mortgage Securities VII, Inc.
("SBMS VII") (or, at the direction of SBMS VII, to a trust established by SBMS
VII), is hereby approved;

                  RESOLVED, that the President or any Vice President, other
officer or director of the Corporation is hereby authorized to negotiate,
execute and deliver, in the name and on behalf of the Corporation, such mortgage
loan purchase and sale agreement, pooling and servicing agreement and/or similar
agreements as may be necessary to effect the intent and purpose of the foregoing
resolutions, in such form as any such officers or directors deem necessary or
advisable;

                  RESOLVED, that the President or any Vice President, other
officer or director of the Corporation is hereby authorized and directed to pay
any and all expenses and fees arising in connection with the sale of the
Mortgage Loans or otherwise in connection with these resolutions;

                  RESOLVED, that the corporate seal of the Corporation may be
affixed to any instrument or document executed pursuant to the foregoing
resolutions by impressing or affixing such corporate seal thereon or by
imprinting or otherwise reproducing thereon a facsimile of such corporate seal;

                  RESOLVED, that the President or any Vice President, other
officer or director of the Corporation is hereby authorized and directed to
negotiate, execute and deliver, in the name and on behalf of the Corporation,
any and all additional instruments, documents, or agreements and to take such
further action as to any of them appears necessary or desirable to carry into
effect the intent and purpose of the foregoing resolutions; and

                  RESOLVED, that any and all actions of the officers or
directors of the Corporation in connection with the matters contemplated by the
foregoing resolutions taken prior to the date hereof, be, and hereby are,
approved, ratified and adopted in all respects as fully as if


                                     M-3-46
<PAGE>   596
such actions had been presented to this Board of Directors for its approval
prior to such actions being taken.

                  This Unanimous Written Consent of the Board of Directors can
be executed in counterparts, each of which shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

Dated:  December     , 2000



---------------------------                 ---------------------------------
Name:                                       Name:


---------------------------                 ---------------------------------
Name:                                       Name:


                                     M-3-47
<PAGE>   597
                                   SCHEDULE I

                       SEE ATTACHED LIST OF MORTGAGE LOANS


                                     M-3-48
<PAGE>   598
                                   EXHIBIT D-2

                        FORM OF CERTIFICATE OF THE SELLER


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-C3
               CERTIFICATE OF ARTESIA MORTGAGE CAPITAL CORPORATION


                  In connection with the execution and delivery by Artesia
Mortgage Capital Corporation ("AMCC") of, and the consummation of the various
transactions contemplated by, that certain Mortgage Loan Purchase Agreement
dated as of December 12, 2000 (the "Mortgage Loan Purchase Agreement"), between
Salomon Brothers Mortgage Securities VII, Inc. ("SBMS VII") and AMCC, and the
Indemnification Agreement dated as of December 12, 2000 (the "Indemnification
Agreement"), among AMCC, SBMS VII, Salomon Smith Barney Inc., Greenwich Capital
Markets, Inc., Chase Securities Inc., Deutsche Bank Securities Inc., J.P. Morgan
Securities Inc. and ABN AMRO Bank N.V. (together, the Mortgage Loan Purchase
Agreement and the Indemnification Agreement are referred to herein as the
"Agreements"), the undersigned hereby certifies that (i) the representations and
warranties of AMCC in the Agreements are true and correct in all material
respects at and as of the date hereof (or, in the case of the representations
and warranties set forth in Exhibit C of the Mortgage Loan Purchase Agreement,
as of such other date specifically provided in the particular representation and
warranty) with the same effect as if made on the date hereof (or, in the case of
the representations and warranties set forth in Exhibit C of the Mortgage Loan
Purchase Agreement, on such other date specifically provided in the particular
representation and warranty), and (ii) AMCC has, in all material respects,
complied with all the agreements and satisfied all the conditions on its part
required under the Mortgage Loan Purchase Agreement to be performed or satisfied
at or prior to the date hereof. Capitalized terms used but not otherwise defined
herein have the respective meanings assigned to them in the Mortgage Loan
Purchase Agreement and, if not defined therein, then in the Indemnification
Agreement.

             Certified this          day of December, 2000.


                                           ARTESIA MORTGAGE CAPITAL CORPORATION


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


                                     M-3-49
<PAGE>   599
                                  EXHIBIT D-3A

                       FORM OF OPINION OF SIDLEY & AUSTIN,
                          SPECIAL COUNSEL TO THE SELLER

                            S I D L E Y & A U S T I N
                A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS


    CHICAGO                     875 THIRD AVENUE                       HONG KONG

    DALLAS                  NEW YORK, NEW YORK 10022                    LONDON

  LOS ANGELES                TELEPHONE 212 906 2000                    SHANGHAI

    SEATTLE                  FACSIMILE 212 906 2021                    SINGAPORE

WASHINGTON, D.C.                                                         TOKYO

                                  FOUNDED 1866

                                DECEMBER 19, 2000


Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York  10013

Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013

Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York  10017

Deutsche Bank Securities Inc.
31 West 52nd Street, 3rd Floor
New York, New York  10019

J.P. Morgan Securities Inc.
60 Wall Street
New York, New York  10260-0060

ABN AMRO Bank N.V.
135 South LaSalle Street
Chicago, Illinois  60603

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007

Standard & Poor's Ratings Services
55 Water Street, 41st Floor
New York, New York  10041

Artesia Mortgage Capital Corporation
1180 Northwest Maple Street, Suite 202
Issaquah, Washington  98027

Wells Fargo Bank Minnesota, N.A.
45 Broadway, 12th Floor
New York, New York  10006


             Re:  Salomon Brothers Mortgage Securities VII, Inc.,
                  Commercial Mortgage Pass-Through Certificates, Series 2000-C3

Ladies and Gentlemen:


                                     M-3-51
<PAGE>   600
                  We have acted as special counsel to Artesia Mortgage Capital
Corporation ("AMCC") in connection with certain matters relating to the
transactions contemplated by that certain Mortgage Loan Purchase Agreement,
dated as of December 12, 2000 (the "Mortgage Loan Purchase Agreement"), between
AMCC, as seller, and Salomon Brothers Mortgage Securities VII, Inc. ("SBMS
VII"), as purchaser, and that certain Indemnification Agreement referred to
therein (the "Indemnification Agreement"; and, together with the Mortgage Loan
Purchase Agreement, the "AMCC Agreements").

                  This opinion letter is being provided to you pursuant to
Section 7(h) of the Mortgage Loan Purchase Agreement. Capitalized terms not
defined herein have the respective meanings set forth in, or otherwise assigned
to them pursuant to, the Mortgage Loan Purchase Agreement. For purposes of this
opinion letter, we make reference to that certain letter dated as of December
12, 2000 (the "Artesia BC Support Letter") from Artesia Banking Corporation
("Artesia BC") to SBMS VII and Wells Fargo Bank, N.A., as trustee, relating to
AMCC's obligations under the Mortgage Loan Purchase Agreement.

                  For the purposes of this opinion letter, we have reviewed the
AMCC Agreements and the Artesia BC Support Letter (collectively, the
"Agreements"). In addition, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents and records as
we have deemed relevant or necessary as the basis for the opinions contained in
this letter; we have obtained such certificates from and made such inquiries of
officers and representatives of the parties to the Agreements and public
officials as we have deemed relevant or necessary as the basis for such
opinions; and we have relied upon, and assumed the accuracy of, such other
documents and records, such certificates and the statements made in response to
such inquiries, with respect to the factual matters upon which such opinions are
based. We have also assumed (i) the truthfulness and accuracy of each of the
representations and warranties as to factual matters material to this opinion
contained in the Agreements, (ii) the legal capacity of natural persons, (iii)
the genuineness of all signatures, (iv) the authenticity of all documents
submitted to us as originals, (v) the conformity to authentic originals of all
documents submitted to us as certified, conformed or photostatic copies, (vi)
except as expressly addressed in paragraph 1 below, the due organization of the
parties to each of the Agreements and the valid existence of each such entity in
good standing under the laws of its jurisdiction of organization, (vii) except
as expressly addressed in paragraphs 1 and 4 below, the power and authority of
the parties to each of the Agreements to enter into, perform under and
consummate the transactions contemplated by such Agreement, without any
resulting conflict with or violation of the organizational documents of any such
party or with or of any law, rule, regulation, order or decree applicable to any
such party or its assets, and without any resulting default under or breach of
any other agreement or instrument by which any such party is bound or which is
applicable to it or its assets, (viii) except as expressly addressed by
paragraph 2 below, the due authorization by all necessary action, and the due
execution and delivery, of each of the Agreements by the parties thereto, (ix)
except as expressly addressed in paragraphs 3 and 6 below, the constitution of
each of the Agreements as the legal, valid and binding obligation of each party
thereto, enforceable against such party in accordance with its terms, and (x)
the absence of any other agreement that supplements or otherwise modifies the
intentions and agreements of the parties to the Agreements, as expressed
therein.


                                     M-3-52
<PAGE>   601
                  When used in this opinion, the term "knowledge" and words of
similar import mean that the Sidley & Austin attorneys currently practicing law
with this firm who have been actively involved in representing AMCC in
connection with any matters relating to the transaction contemplated by the AMCC
Agreements, have no current conscious awareness of any contrary facts or
information. In that regard, we have conducted no special or independent
investigation of factual matters in connection with this opinion letter.

                  In delivering this opinion letter, we do not express any
opinions concerning the laws of any jurisdiction other than the laws of the
State of New York and, where expressly referred to below, the federal laws of
the United States of America (without regard to conflicts of law principles). In
addition, we do not express any opinion with respect to the tax, securities or
"doing business" laws of any particular jurisdiction or with respect to any
matter not expressly addressed below.

                  Our opinions set forth below with respect to the
enforceability of any agreement or any particular right or obligation under any
agreement are subject to: (1) general principles of equity, including concepts
of materiality, reasonableness, good faith and fair dealing and the doctrine of
estoppel; (2) the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law;
(3) the effect of certain laws, rules, regulations and judicial and other
decisions upon the enforceability of (a) any provision that purports to waive
(i) the application of any federal, state or local statute, rule or regulation,
(ii) the application of any general principles of equity or (iii) the obligation
of diligence, (b) any provision that purports to grant any remedies that would
not otherwise be available at law, to restrict access to any particular legal or
equitable remedies, to make any rights or remedies cumulative and enforceable in
addition to any other right or remedy, to provide that the election of any
particular remedy does not preclude recourse to one or more other remedies, to
provide that the failure to exercise or the delay in exercising rights or
remedies will not operate as a waiver of such rights or remedies, to impose
penalties or forfeitures, or to provide for set-off in the absence of mutuality
between the parties, (c) any provision that purports to release, exculpate or
exempt a party from, or indemnify a party for, liability for any act or omission
on its part that constitutes negligence, recklessness or willful or unlawful
conduct, (d) any provision that purports to govern matters of civil procedure,
including any such provision that purports to establish evidentiary standards,
to waive objections to venue or forum, to confer subject matter jurisdiction on
any court that would not otherwise have such jurisdiction or to waive any right
to a jury trial, or (e) any provision that purports to render unenforceable any
modification, waiver or amendment that is not executed in writing, to sever any
provision of any agreement, to appoint any person or entity as the
attorney-in-fact of any other person or entity or to provide that any agreement
or any particular provision thereof is to be governed by or construed in
accordance with the laws of any jurisdiction other than the State of New York;
(4) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable
preference, fraudulent conveyance and transfer, moratorium and other similar
laws affecting the rights of creditors or secured parties generally; and (5)
public policy considerations underlying the securities laws, to the extent that
such public policy considerations limit the enforceability of any provision of
any agreement that purports or is construed to provide indemnification with
respect to securities law violations.

                  Based upon and subject to the foregoing, we are of the opinion
that:


                                     M-3-53
<PAGE>   602
SECTION 29.  AMCC is validly existing as a corporation in good standing under
             the laws of the State of Delaware and has the requisite corporate
             power and authority to enter into and perform its obligations under
             the AMCC Agreements.

SECTION 30.  Each AMCC Agreement has been duly authorized, executed and
             delivered by AMCC.

SECTION 31.  The Mortgage Loan Purchase Agreement constitutes a valid, legal and
             binding agreement of AMCC, enforceable against AMCC in accordance
             with its terms.

SECTION 32.  The execution, delivery and performance of the AMCC Agreements by
             AMCC will not conflict with or result in a violation of any federal
             or State of New York statute or regulation generally applicable to
             domestic corporations in connection with transactions of the type
             contemplated by the AMCC Agreements.

SECTION 33.  To our knowledge, no consent, approval, authorization or order of
             any federal or State of New York court, agency or other
             governmental body is required for the consummation by AMCC of the
             transactions contemplated by the terms of the AMCC Agreements.

SECTION 34.  The Artesia BC Support Letter constitutes a valid, legal and
             binding agreement of AMCC, enforceable against AMCC in accordance
             with its terms.

                  The opinions expressed herein are being delivered to you as of
the date hereof, and we assume no obligation to advise you of any changes of law
or fact that may occur after the date hereof, notwithstanding that such changes
may affect the legal analysis or conclusions contained herein. This opinion
letter is being delivered solely for your benefit in connection with the
transactions contemplated by the AMCC Agreements. Accordingly, it may not be
quoted, filed with any governmental authority or other regulatory agency or
otherwise circulated or utilized for any other purpose without our prior written
consent.

                                                     Very truly yours,


                                     M-3-54
<PAGE>   603
                                  EXHIBIT D-3B

                             FORM OF LETTER RELATING
                       TO DISCLOSURE FROM SIDLEY & AUSTIN,
                          SPECIAL COUNSEL TO THE SELLER


                                SIDLEY & AUSTIN

                A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS


       CHICAGO                 875 THIRD AVENUE               HONG KONG
                           NEW YORK, NEW YORK 10022
       DALLAS               TELEPHONE 212 906 2000              LONDON
                            FACSIMILE 212 906 2021
     LOS ANGELES                                               SHANGHAI

       SEATTLE                   FOUNDED 1866                 SINGAPORE

  WASHINGTON, D.C.                                              TOKYO



                                December 19, 2000

Salomon Brothers Mortgage                  Deutsche Bank Securities Inc.
   Securities VII, Inc.                    31 West 52nd Street, 3rd Floor
388 Greenwich Street                       New York, New York  10019
New York, New York  10013

Salomon Smith Barney Inc.                  J.P. Morgan Securities Inc.
388 Greenwich Street                       60 Wall Street
New York, New York  10013                  New York, New York  10260-0060

Greenwich Capital Markets, Inc.            ABN AMRO Bank N.V.
600 Steamboat Road                         135 South LaSalle Street
Greenwich, Connecticut  06830              Chicago, Illinois  60603

Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York  10017

          Re:      Salomon Brothers Mortgage Securities VII, Inc.
                   Commercial Mortgage Pass-Through Certificates, Series 2000-C3

Ladies and Gentlemen:

         We have acted as special counsel to Salomon Brothers Mortgage
Securities VII, Inc. (the "Depositor"), Salomon Brothers Realty Corp. ("SBRC"),
Greenwich Capital Financial Products, Inc. ("GCFP") and Artesia Mortgage Capital
Corporation ("AMCC") in connection with certain matters relating to the
following transactions (collectively, the "Transactions"):

         (i)      the sale by SBRC, and the purchase by the Depositor, of
     certain multifamily and commercial mortgage loans (the "SBRC Mortgage
     Loans"), pursuant to that certain Mortgage Loan Purchase Agreement, dated
     as of December 12, 2000 (the "SBRC Mortgage Loan Purchase Agreement"),
     between SBRC and the Depositor;

         (ii)     the sale by GCFP, and the purchase by the Depositor, of
     certain multifamily and commercial mortgage loans (the "GCFP Mortgage
     Loans"), pursuant to


                                     M-3-55

<PAGE>   604
SIDLEY & AUSTIN                                            NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 2

     that certain Mortgage Loan Purchase Agreement, dated as of December 12,
     2000 (the "GCFP Mortgage Loan Purchase Agreement"), between GCFP and the
     Depositor;

         (iii)    the sale by AMCC, and the purchase by the Depositor, of
     certain multifamily and commercial mortgage loans (the "AMCC Mortgage
     Loans"), pursuant to that certain Mortgage Loan Purchase Agreement, dated
     as of December 12, 2000 (the "AMCC Mortgage Loan Purchase Agreement"),
     between AMCC and the Depositor;

         (iv)     the sale by LaSalle Bank National Association ("LBNA"), and
     the purchase by the Depositor, of certain multifamily and commercial
     mortgage loans (the "LBNA Mortgage Loans"), pursuant to that certain
     Mortgage Loan Purchase Agreement, dated as of December 12, 2000 (the "LBNA
     Mortgage Loan Purchase Agreement"), between LBNA and the Depositor;

         (v)      the creation of a common law trust (the "Trust") and the
     issuance of an aggregate $914,661,061 Certificate Principal Balance of
     Commercial Mortgage Pass-Through Certificates, Series 2000-C3 (the
     "Certificates"), consisting of 18 classes designated Class A-1, Class A-2,
     Class B, Class C, Class D, Class E, Class F, Class X, Class G, Class H,
     Class J, Class K, Class L, Class M, Class N, Class P, Class R and Class Y,
     pursuant to that certain Pooling and Servicing Agreement, dated as of
     December 1, 2000 (the "Pooling and Servicing Agreement"), among the
     Depositor as depositor, Midland Loan Services, Inc., as master servicer,
     Lennar Partners, Inc., as special servicer, Wells Fargo Bank Minnesota,
     N.A., as trustee (the "Trustee"), and LaSalle Bank National Association, as
     certificate administrator and tax administrator;

         (vi)     the conveyance of the SBRC Mortgage Loans, the GCFP Mortgage
     Loans, the AMCC Mortgage Loans and the LBNA Mortgage Loans (collectively,
     the "Mortgage Loans") by the Depositor to the Trust, pursuant to the
     Pooling and Servicing Agreement, in exchange for the issuance of the
     Certificates; and

         (vii)    the sale by the Depositor, and the purchase by Salomon Smith
     Barney Inc. ("SSBI"), Greenwich Capital Markets, Inc. ("Greenwich
     Capital"), Chase Securities Inc. ("Chase"), Deutsche Bank Securities Inc.
     ("Deutsche Bank"), J.P. Morgan Securities Inc. ("J.P. Morgan") and ABN AMRO
     Bank N.V. ("ABN AMRO"; and, together with SSBI, Greenwich Capital, Chase,
     Deutsche Bank and J.P. Morgan in such capacity, the "Underwriters"), of the
     Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class F
     Certificates (collectively, the "Publicly Offered Certificates"), pursuant
     to that


                                     M-3-56
<PAGE>   605
SIDLEY & AUSTIN                                            NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 3

     certain Underwriting Agreement, dated as of December 12, 2000 (the
     "Underwriting Agreement"), between the Depositor and the Underwriters.

         The SBRC Mortgage Loan Purchase Agreement, the GCFP Mortgage Loan
Purchase Agreement, the AMCC Mortgage Loan Purchase Agreement and the LBNA
Mortgage Loan Purchase Agreement are collectively referred to herein as the
"Mortgage Loan Purchase Agreements". The Mortgage Loan Purchase Agreements, the
Pooling and Servicing Agreement, the Underwriting Agreement and the Certificate
Purchase Agreement are collectively referred to herein as the "Agreements".
Capitalized terms not defined herein have the respective meanings set forth in
the Pooling and Servicing Agreement and, to the extent not defined therein, in
the other Agreements.

         For the purposes of this letter, we have reviewed: the Agreements; the
Depositor's registration statement on Form S-3 (No. 333-40426) (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"); the
Prospectus, dated December 12, 2000, relating to publicly offered mortgage
pass-through certificates evidencing interests in trust funds established by the
Depositor (the "Basic Prospectus"); and the Prospectus Supplement, dated
December 12, 2000, specifically relating to the Trust and the Publicly Offered
Certificates (including all exhibits and annexes thereto, the "Prospectus
Supplement"; and, together with the Basic Prospectus, the "Prospectus"). In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents and records as we have
deemed relevant or necessary as the basis for the statements made in this
letter; we have obtained such certificates from and made such inquiries of
officers and representatives of the respective parties to the Agreements and
public officials as we have deemed relevant or necessary as the basis for the
statements made in this letter; and we have relied upon, and assumed the
accuracy of, such other documents and records, such certificates and the
statements made in response to such inquiries, with respect to the factual
matters upon which the statements made in this letter are based. We have also
assumed (i) the truthfulness and accuracy of each of the representations and
warranties as to factual matters contained in the Agreements, (ii) the legal
capacity of natural persons, (iii) the genuineness of all signatures, (iv) the
authenticity of all documents submitted to us as originals, (v) the conformity
to authentic originals of all documents submitted to us as certified, conformed
or photostatic copies, (vi) the due authorization by all necessary action, and
the due execution and delivery, of the Agreements by the parties thereto, (vii)
the constitution of each of the Agreements as the legal, valid and binding
obligation of each party thereto, enforceable against such party in accordance
with its terms, (viii) compliance with the Agreements by the

                                     M-3-57
<PAGE>   606

SIDLEY & AUSTIN                                            NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 4

parties thereto, (ix) the conformity, to the requirements of the Pooling and
Servicing Agreement and the respective Mortgage Loan Purchase Agreements, of the
Mortgage Notes, the Mortgages and the other documents relating to the Mortgage
Loans delivered to the Trustee by, on behalf of or at the direction of the
Depositor, SBRC, GCFP, AMCC and LBNA, (x) the conformity of the text of each
document filed with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval System to the printed documents reviewed by
us, and (xi) the absence of any agreement that supplements or otherwise modifies
the intentions and agreements of the parties to the Agreements, as expressed
therein. In rendering this letter, we do not make any statement concerning the
laws of any jurisdiction other than the federal laws of the United States of
America.

         In the course of acting as special counsel to the Depositor, SBRC, GCFP
and AMCC in connection with the preparation of the Prospectus, we have generally
reviewed and discussed with certain representatives of the Depositor, SBRC,
GCFP, AMCC, LBNA, SSBI, Greenwich Capital and the other parties to the
Agreements and their respective counsel (in addition to us) the information set
forth in the Prospectus, other than any documents or information incorporated by
reference in either the Prospectus or the Memorandum. In addition, we have
reviewed loan summaries delivered to us by SBRC, GCFP and AMCC with respect to
the SBRC Mortgage Loans, the GCFP Mortgage Loans and the AMCC Mortgage Loans,
respectively; and we have undertaken a limited review of copies of certain
environmental insurance policies and other selected Mortgage Loan documents with
respect to certain SBRC Mortgage Loans, GCFP Mortgage Loans and AMCC Mortgage
Loans. While we have not otherwise made any independent check or verification
of, and do not assume any responsibility for, the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus, on the basis of the foregoing, nothing has come to our attention
that causes us to believe that the Registration Statement, as of its effective
date, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or that the Prospectus, as of the date of the Prospectus
Supplement or as of the date hereof, contained or contains any untrue statement
of a material fact or omitted or omits to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, except that we make no statement as to: (i) any
accounting, financial or statistical data or other information of that nature
contained in or omitted from the Registration Statement or the Prospectus; (ii)
any documents or information incorporated by reference in the Registration
Statement or the Prospectus; (iii) any information on the diskette that
accompanies the Prospectus; or (iv) any information with respect to the
characteristics of the LBNA Mortgage


                                     M-3-58
<PAGE>   607
SIDLEY & AUSTIN                                            NEW YORK

Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.
December 19, 2000
Page 5

Loans, the related Borrowers and/or the related Mortgaged Properties contained
in or omitted from the Prospectus. In that connection, we advise you that we
have, as to materiality, relied to the extent we deemed appropriate upon the
judgment of officers and representatives of the Depositor, SBRC, GCFP and AMCC.
In addition, in that connection, we call to your attention that, with your
knowledge and consent, except as stated above, we have not examined or otherwise
reviewed any of the Mortgage Files, Servicing Files or any particular documents
contained in such files or any other documents with respect to the Mortgage
Loans.

         When used in this letter, the term "attention" or any other word or
phrase of similar import means the conscious awareness of facts or other
information of solely those attorneys who are currently practicing law with
Sidley & Austin and have been actively involved in representing the Depositor,
SBRC, GCFP and AMCC in connection with any matters relating to the Transactions.
With your permission, no attempt was made by such attorneys to gather
information from any other attorneys currently practicing law with Sidley &
Austin that may have represented the Depositor, SBRC, GCFP, AMCC or any of their
respective affiliates in other matters or to review any files associated with
those matters.

         This letter is being delivered to you as of the date hereof, and we
assume no obligation to advise you of any changes of law or fact that may occur
after the date hereof, notwithstanding that such changes may affect the
statements made herein. This letter is solely for your benefit in connection
with the Transactions and may not be relied on in any manner for any other
purpose or by any other person or transmitted to any other person without our
prior consent.

                                         Very truly yours,

                                     M-3-59
<PAGE>   608
                                    EXHIBIT E
                     ORGANIZATIONAL DOCUMENTS OF THE SELLER


                                     M-3-60
<PAGE>   609
                                   EXHIBIT M-4

                     FORM OF LASALLE MORTGAGE LOAN PURCHASE
                                    AGREEMENT
<PAGE>   610
                        MORTGAGE LOAN PURCHASE AGREEMENT


                  This Mortgage Loan Purchase Agreement (this "Agreement"), is
dated and effective as of December 12, 2000, between LaSalle Bank National
Association, a national banking association ("LaSalle"), as seller (in such
capacity, together with its successors and permitted assigns hereunder, the
"Seller"), and Salomon Brothers Mortgage Securities VII, Inc., a Delaware
corporation ("SBMS VII"), as purchaser (in such capacity, together with its
successors and permitted assigns hereunder, the "Purchaser").


                                    RECITALS

                  LaSalle desires to sell, assign, transfer and otherwise convey
to SBMS VII, without recourse, and SBMS VII desires to purchase, subject to the
terms and conditions set forth herein, the multifamily and commercial mortgage
loans (the "Mortgage Loans") identified on the schedule annexed hereto as
Exhibit A (the "Mortgage Loan Schedule"), as such schedule may be amended from
time to time pursuant to the terms hereof.

                  SBMS VII intends to create a trust (the "Trust"), the primary
assets of which will be the Mortgage Loans, certain other multifamily and
commercial mortgage loans (the "Other Loans"; and, together with the Mortgage
Loans, the "Securitized Loans"). Beneficial ownership of the assets of the Trust
(such assets collectively, the "Trust Fund") will be evidenced by a series of
mortgage pass-through certificates (the "Certificates"). Certain classes of the
Certificates will be rated by Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc. (together,
the "Rating Agencies"). Certain classes of the Certificates (the "Registered
Certificates") will be subject to registration under the Securities Act of 1933,
as amended (the "Securities Act"). The Trust will be created and the
Certificates will be issued pursuant to a pooling and servicing agreement to be
dated as of December 1, 2000 (the "Pooling and Servicing Agreement"), among SBMS
VII, as depositor, Midland Loan Services, Inc., as master servicer (the "Master
Servicer"), Lennar Partners, Inc., as special servicer ( "Special Servicer"),
and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). Capitalized
terms used but not otherwise defined herein have the respective meanings
assigned to them in the Pooling and Servicing Agreement as in full force and
effect on the Closing Date (as defined in Section 1 hereof). It is anticipated
that SBMS VII will transfer the Mortgage Loans to the Trust contemporaneously
with its purchase of the Mortgage Loans hereunder.

                  The Depositor will acquire some of the Other Loans from
Salomon Brothers Realty Corp. ("SBRC"), some of the Other Loans from Greenwich
Capital Financial Products, Inc. ("GCFP"), and the remaining Other Loans from
Artesia Mortgage Capital Corporation ("AMCC"; and, collectively with SBRC and
GCFP, the "Other Loan Sellers").

                  SBMS VII intends to sell the Registered Certificates to
Salomon Smith Barney Inc. ("SSBI"), Greenwich Capital Markets, Inc. ("Greenwich
Capital"), Chase Securities Inc. ("Chase"), Deutsche Bank Securities Inc.
("Deutsche Bank"), J.P. Morgan Securities Inc. ("J.P. Morgan") and ABN AMRO Bank
N.V. ("ABN AMRO"), pursuant to an underwriting


                                     M-4-2
<PAGE>   611
agreement, dated as of the date hereof (the "Underwriting Agreement"), among
SBMS VII, SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan and ABN
AMRO; and SBMS VII intends to sell the remaining Certificates (the
"Non-Registered Certificates") to SSBI and Greenwich Capital, pursuant to a
certificate purchase agreement, dated as of the date hereof (the "Certificate
Purchase Agreement"), among SBMS VII, SSBI and Greenwich Capital. The Registered
Certificates are more fully described in the prospectus dated December 12, 2000
(the "Basic Prospectus"); and the supplement to the Basic Prospectus dated
December 12, 2000 (the "Prospectus Supplement"; and, together with the Basic
Prospectus, the "Prospectus"), as each may be amended or supplemented any time
hereafter. Certain classes of the Non-Registered Certificates are more fully
described in the private placement memorandum dated December 12, 2000 (the
"Memorandum"), as it may be amended or supplemented at any time hereafter.

                  LaSalle will indemnify SBMS VII, SSBI, Greenwich Capital,
Chase, Deutsche Bank, J.P. Morgan, ABN AMRO and certain related parties with
respect to the disclosure regarding the Mortgage Loans and LaSalle contained in
the Prospectus, the Memorandum and certain other disclosure documents and
offering materials relating to the Certificates, pursuant to an indemnification
agreement dated as of the date hereof (the "Indemnification Agreement"), among
LaSalle, SBMS VII, SSBI, Greenwich Capital, Chase, Deutsche Bank, J.P. Morgan
and ABN AMRO.

                  Now, therefore, in consideration of the premises and the
mutual agreements set forth herein, the parties agree as follows:

                  SECTION 1. Agreement to Purchase.

                  The Seller agrees to sell, assign, transfer and otherwise
convey (without recourse) to the Purchaser, and the Purchaser agrees to
purchase, subject to the terms and conditions set forth herein, the Mortgage
Loans. The purchase and sale of the Mortgage Loans shall take place on December
19, 2000 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). As of the close of business on their respective due
dates in December 2000 (individually, on a loan-by-loan basis, and collectively,
the "Cut-off Date"), the Mortgage Loans will have an aggregate principal
balance, after application of all payments of principal due on the Mortgage
Loans on or before such date, whether or not received, of $205,284,547, subject
to a variance of plus or minus 5%. The purchase price for the Mortgage Loans
shall be $___________, together with accrued interest on the Mortgage Loans at
their respective Net Mortgage Rates from and including the Cut-off Date to but
not including the Closing Date, and shall be paid to the Seller by wire transfer
in immediately available funds on the Closing Date (or by such other method as
shall be mutually acceptable to the parties hereto).

                  SECTION 2. Conveyance of the Mortgage Loans.

                  (a) Effective as of the Closing Date, subject only to its
receipt and acceptance of the purchase price referred to in Section 1 hereof,
the Seller does hereby transfer, assign, set over and otherwise convey to the
Purchaser, without recourse but subject to the terms of this Agreement, all the
right, title and interest of the Seller in and to the Mortgage Loans identified
on the Mortgage Loan Schedule as of such date, including, without limitation,
all of the Seller's right, title and interest in and to the proceeds of any
related title, hazard or other insurance


                                     M-4-3
<PAGE>   612
policies received by the Seller on or with respect to the Mortgage Loans after
the Cut-off Date and any Additional Collateral. The Seller shall, within 15 days
of the discovery of an error on the Mortgage Loan Schedule, amend the Mortgage
Loan Schedule and deliver to the Purchaser or its designee an amended Mortgage
Loan Schedule. The Mortgage Loan Schedule, as it may be amended, shall conform
to the requirements set forth in this Agreement.

                  (b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loans after the Cut-off
Date, and all other recoveries of principal and interest collected thereon after
the Cut-off Date (other than scheduled payments of principal and interest due on
the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong to the Seller).

                  (c) On or before the Closing Date, the Seller shall, at its
expense, deliver or cause to be delivered to the Purchaser or its designee the
Mortgage File and any Additional Collateral (other than reserve funds and escrow
payments) with respect to each Mortgage Loan. Unless the Purchaser notifies the
Seller in writing to the contrary, the designated recipient of the items
described in the preceding sentence shall be the Trustee.

                  If the Seller cannot deliver on the Closing Date any original
or certified recorded document or original policy of title insurance which is to
be delivered as part of the related Mortgage File, solely because the Seller is
delayed in making such delivery by reason of the fact that such original or
certified recorded document has not been returned by the appropriate recording
office or such original policy of title insurance has not yet been issued, then
the Seller shall notify the Purchaser, in writing, of such delay (unless the
Trustee shall have provided the Purchaser with an exception report indicating
such delay), and the Seller shall deliver such documents to the Purchaser or its
designee promptly upon the Seller's receipt thereof.

                  In addition, unless previously delivered by the Seller to the
Purchaser or its designee, the Seller shall, at its expense, deliver to and
deposit with, or cause to be delivered to and deposited with, the Purchaser or
its designee, the following items, within 10 days following the Closing Date
(or, if any of the following items are not in the actual possession of the
Seller, within 30 days following the Closing Date): (i) copies of the Mortgage
Files for the respective Mortgage Loans; (ii) originals or copies of all
financial statements, appraisals, environmental/engineering reports, leases,
rent rolls and tenant estoppels in the possession or under the control of the
Seller that relate to the Mortgage Loans and, to the extent they are not
required to be a part of a Mortgage File in accordance with the definition
thereof, originals or copies of all documents, certificates and opinions in the
possession or under the control of the Seller that were delivered by or on
behalf of the related Borrowers in connection with the origination of the
Mortgage Loans and that are necessary for the ongoing servicing and
administration of the Mortgage Loans; and (iii) all unapplied reserve funds and
escrow payments in the possession or under the control of the Seller that relate
to the Mortgage Loans, other than those that are to be retained by a
sub-servicer or primary servicer that will continue to act on behalf of the
Purchaser. Unless the Purchaser notifies the Seller in writing to the contrary,
the designated recipient of the items described in clauses (i) - (iii) of the
preceding sentence shall be the Master Servicer.


                                     M-4-4
<PAGE>   613
                  The Seller shall also provide to the Purchaser or its designee
the initial data on the Mortgage Loans (as of the Closing Date or the most
recent earlier date for which such date is available) contemplated by the Loan
Set-up File, the Loan Periodic Update File, the Operating Statement Analysis
Report and the Property File.

                  (d) The Seller shall be responsible for all reasonable costs
and expenses associated with recording and/or filing any and all assignments and
other instruments of transfer to the Purchaser with respect to the Mortgage
Loans that are required to be recorded or filed, as the case may be, under the
Pooling and Servicing Agreement; provided that the Seller shall not be
responsible for actually recording or filing any such assignments or other
instruments of transfer. If any such assignment or other instrument of transfer
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, and the Seller receives notice to such effect from the Purchaser
or its designee, then the Seller shall prepare or cause the preparation of a
substitute therefor or cure such defect, as the case may be. The Seller shall
provide the Purchaser or its designee with a power of attorney to enable it or
them to record any loan documents that the Purchaser has been unable to record.

                  (e) Under generally accepted accounting principles ("GAAP")
and for federal income tax purposes, the Seller shall report its transfer of the
Mortgage Loans to the Purchaser, as provided herein, as a sale of those assets
to the Purchaser in exchange for the consideration specified in Section 1
hereof. In connection with the foregoing, the Seller shall cause all of its
records to reflect such transfer as a sale (as opposed to a secured loan) and to
reflect that the Mortgage Loans are no longer property of the Seller.

                  (f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.

                  SECTION 3. Examination of Mortgage Loan Files and Due
                             Diligence Review.

                  The Seller shall reasonably cooperate with any examination of
the Mortgage Files for, and any other documents and records relating to, the
Mortgage Loans, that may be undertaken by or on behalf of the Purchaser. The
fact that the Purchaser has conducted or has failed to conduct any partial or
complete examination of any of the Mortgage Files for, and/or any of such other
documents and records relating to, the Mortgage Loans, shall not affect the
Purchaser's right to pursue any remedy available in equity or at law for a
breach of the Seller's representations and warranties made pursuant to Section
4, except as such remedies are otherwise limited by the terms of this Agreement.

                  SECTION 4. Representations, Warranties and Covenants of the
                             Seller.

                  (a) The Seller hereby makes, as of the Closing Date, to and
for the benefit of the Purchaser, each of the representations and warranties set
forth in Exhibit B.


                                     M-4-5
<PAGE>   614
                  (b) The Seller hereby makes, as of the Closing Date (or as of
such other date specifically provided in the particular representation or
warranty) to and for the benefit of the Purchaser, each of the representations
and warranties set forth in Exhibit C.

                  (c) It is understood and agreed that the representations and
warranties set forth in this Section 4 shall survive delivery of the respective
Mortgage Files to the Purchaser or its designee and shall inure to the benefit
of the Purchaser for so long as any of the Mortgage Loans remains outstanding,
notwithstanding any restrictive or qualified endorsement or assignment.

                  SECTION 4A. Representations, Warranties and Covenants of
                              Purchaser.

                  The Purchaser hereby represents and warrants, as of the
Closing Date, that:

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

                  (d) The Purchaser 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.

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

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

                  (g) The Purchaser 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 Purchaser's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Purchaser to perform its
obligations under this Agreement or the financial condition of the Purchaser.

                  (h) No litigation is pending or, to the best of the
Purchaser's knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good faith
and reasonable judgment, is likely to materially and


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<PAGE>   615
adversely affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Seller.

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

                  (j) The Purchaser (i) is not, and has never been, an insider
or affiliate of the Seller, (ii) does not control, and has never controlled, the
Seller, (iii) is not, and has never been, controlled by the Seller, and (iv) is
not, and has never been, under common control with the Seller.

                  SECTION 5. Notice of Breach; Cure, Repurchase and
                             Substitution.

                  (a) Within 90 days of the earlier of discovery or receipt of
notice by the Seller that there has been a Material Breach or a Material
Document Defect, the Seller shall, subject to subsection (b) below, (i) cure
such Material Breach or Material Document Defect, as the case may be, in all
material respects or (ii) repurchase each affected Mortgage Loan (each, a
"Defective Mortgage Loan") at the related Purchase Price provided for in the
Pooling and Servicing Agreement, which Purchase Price shall be deposited or
delivered in accordance with the directions of the Purchaser; provided that if
(i) any such Material Breach or Material Document Defect, as the case may be,
does not affect whether the Defective Mortgage Loan was, is or will continue to
be, a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code
(a "Qualified Mortgage"), (ii) such Material Breach or Material Document Defect,
as the case may be, is capable of being cured but not within such 90-day period,
(iii) the Seller has commenced and is diligently proceeding with the cure of
such Material Breach or Material Document Defect, as the case may be, within
such 90-day period, and (iv) the Seller shall have delivered to the Purchaser a
certification executed on behalf of the Seller by an officer thereof setting
forth the reason that such Material Breach or Material Document Defect, as the
case may be, is not capable of being cured within the initial 90-day period and
what actions the Seller is pursuing in connection with the cure thereof and
stating that the Seller anticipates that such Material Breach or Material
Document Defect, as the case may be, will be cured within an additional period
not to exceed 90 more days, then the Seller shall have an additional 90 days to
complete such cure or, failing such, to repurchase the Defective Mortgage Loan.
Any such repurchase of a Defective Mortgage Loan shall be on a whole loan,
servicing released basis (subject to any right of a Designated Sub-Servicer to
continue to sub-service such Defective Mortgage Loan as set forth in the related
Designated Sub-Servicer Agreement). The Seller shall have no obligation to
monitor the Mortgage Loans regarding the existence of a Material Breach or a
Material Document Defect, but if the Seller has actual knowledge of a Material
Breach or Material Document Defect with respect to a Mortgage Loan, it will
notify the Purchaser.

                  If one or more (but not all) of the Mortgage Loans
constituting a Cross-Collateralized Group are to be repurchased by the Seller as
contemplated by this Section 5(a), then, prior to the subject repurchase, the
Purchaser or its designee shall use reasonable efforts, subject to the terms of
the related Mortgage Loans, to prepare and, to the extent necessary and


                                     M-4-7
<PAGE>   616
appropriate, have executed by the related Borrower and record, such
documentation as may be necessary to terminate the cross-collateralization
between the Mortgage Loans in such Cross-Collateralized Group that are to be
repurchased, on the one hand, and the remaining Mortgage Loans therein, on the
other hand, such that those two groups of Mortgage Loans are each secured only
by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly
corresponding thereto; provided that no such termination shall be effected
unless and until the Purchaser and its servicing agent has received from the
Seller: (i) an Opinion of Counsel to the effect that such termination will not
cause an Adverse REMIC Event to occur with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool and (ii)
written confirmation from each Rating Agency that such termination will not
cause an Adverse Rating Event to occur with respect to any Class of Rated
Certificates; and provided, further, that the Seller may, at its option,
purchase the entire subject Cross-Collateralized Group in lieu of terminating
the cross-collateralization. All costs and expenses incurred by the Purchaser or
its designee pursuant to this paragraph shall be included in the calculation of
Purchase Price for the Mortgage Loan(s) to be repurchased. If the
cross-collateralization of any Cross-Collateralized Group cannot be terminated
as contemplated by this paragraph, then, for purposes of (i) determining whether
any Breach or Document Defect is a Material Breach or Material Document Defect,
as the case may be, and (ii) the application of remedies, such
Cross-Collateralized Group shall be treated as a single Mortgage Loan.

                  If any Defective Mortgage Loan is to be repurchased as
contemplated by this Section 5(a), the Seller shall amend the Mortgage Loan
Schedule to reflect the removal of the Defective Mortgage Loan and shall forward
such amended schedule to the Purchaser.

                  It is understood and agreed that the obligations of the Seller
set forth in this Section 5(a) to cure a Material Breach or a Material Document
Defect or repurchase the related Defective Mortgage Loan(s), constitute the sole
remedies available to the Purchaser with respect to a Breach or Document Defect.

                  (b) It shall be a condition to any repurchase of a Defective
Mortgage Loan by the Seller pursuant to Section 5(a) that (i) the Purchaser
shall have executed and delivered such instruments of transfer or assignment
then presented to it by the Seller, in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Defective Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto), to the extent that such
ownership interest was transferred to the Purchaser hereunder and (ii) the
Purchaser or its assignee shall release or cause the release to the Seller or
its designee of the Mortgage File, any Additional Collateral, all insurance
policies and proceeds thereunder, the Servicing File and any Escrow Payments
and/or Reserve Funds held by or on behalf of the Purchaser (or its assignee)
with respect to such Mortgage Loan.

                  SECTION 6. Closing.

                  (a) The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley & Austin, 875 Third Avenue,
New York, New York 10022 at 10:00 a.m., New York City time, on the Closing Date.

                  (b) The Closing shall be subject to each of the following
conditions:


                                     M-4-8
<PAGE>   617
                  (a) All of the representations and warranties of the Seller
         made pursuant to Section 4 of this Agreement shall be true and correct
         in all material respects as of the Closing Date or such other date as
         specified in Exhibit C;

                  (b) All documents specified in Section 7 of this Agreement
         (the "Closing Documents"), in such forms as are reasonably acceptable
         to the Purchaser and, in the case of the Pooling and Servicing
         Agreement (insofar as it affects the obligations of the Seller
         hereunder), to the Seller, shall be duly executed and delivered by all
         signatories as required pursuant to the respective terms thereof;

                  (c) The Seller shall have delivered and released to the
         Purchaser or its designee, all documents and funds required to be so
         delivered pursuant to Section 2 of this Agreement;

                  (d) All other terms and conditions of this Agreement required
         to be complied with by the Seller and the Purchaser, including, without
         limitation, in the case of the Purchaser, payment of the purchase
         price, on or before the Closing Date shall have been complied with, and
         the Seller shall have the ability to comply with all terms and
         conditions and perform all duties and obligations required to be
         complied with or performed after the Closing Date;

                  (e) The Seller shall have paid all fees, costs and expenses
         payable by it to the Purchaser or otherwise pursuant to this Agreement;
         and

                  (f) Neither the Underwriting Agreement nor the Certificate
         Purchase Agreement shall have been terminated in accordance with its
         terms.

                  (c) Both parties agree to use their best efforts to perform
their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.

                  SECTION 7. Closing Documents.

                  The Closing Documents shall consist of the following:

                  (a) this Agreement duly executed and delivered by the
Purchaser and the Seller;

                  (b) the Indemnification Agreement duly executed and delivered
by the Seller, the Purchaser and each of SSBI, Greenwich Capital, Chase,
Deutsche Bank, J.P. Morgan and ABN AMRO;

                  (c) the Pooling and Servicing Agreement duly executed and
delivered by SBMS VII, the Master Servicer, the Special Servicer and the
Trustee;

                  (d) an Officer's Certificate substantially in the form of
Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the
Seller, in his or her individual capacity, and dated the Closing Date, and upon
which the Purchaser, SSBI, Greenwich Capital, Chase,


                                     M-4-9
<PAGE>   618
Deutsche Bank, J.P. Morgan, ABN AMRO and the Rating Agencies (collectively, the
"Interested Parties") may rely, attaching thereto as exhibits the organizational
documents of the Seller, as in full force and effect on the date hereof, and the
Resolutions described in clause(g) below;

                  (e) a certificate of good standing with respect to the Seller
issued by the Secretary of State of the State of New York dated not earlier than
10 days prior to the Closing Date;

                  (f) a certificate of the Seller substantially in the form of
Exhibit D-2 hereto, executed by an executive officer or authorized signatory of
the Seller and dated the Closing Date, and upon which the Interested Parties may
rely;

                  (g) resolutions of the Seller authorizing the transactions
contemplated by this Agreement, which resolutions will be in full force and
effect, and will not have been rescinded, as of the Closing Date;

                  (h) a written opinion of counsel for the Seller, which may be
delivered by in-house counsel, substantially in the form of Exhibit D-3A hereto
(with any modifications required by any Rating Agency, and subject to such
reasonable assumptions, qualifications and limitations as may be requested by
counsel for the Seller and acceptable to counsel for the Purchaser), relating to
the disclosure in the Prospectus regarding the Mortgage Loans and LaSalle, dated
the Closing Date and addressed to the Purchaser, each of the other parties to
the Pooling and Servicing Agreement and each of the other Interested Parties;

                  (i) a written opinion of Mayer Brown & Platt, as special
counsel for the Seller, substantially in the form of Exhibit D-3B hereto (with
any modifications required by any Rating Agency, and subject to such reasonable
assumptions, qualifications and limitations as may be requested by counsel for
the Seller and acceptable to counsel for the Purchaser), dated the Closing Date
and addressed to the Purchaser, each of the other parties to the Pooling and
Servicing Agreement and each of the other Interested Parties;

                  (j) such other written opinions as may be required by either
Rating Agency (including, without limitation, a favorable opinion to the effect
that an FDIC receiver appointed for the Seller, in the event of an in solvency
of the Seller, would not repudiate this Agreement and that this Agreement
creates a valid, perfected, first priority security interest in the Mortgage
Loans in favor of the Purchaser);

                  (k) one or more accountants' comfort letters, addressed, and
in form and substance reasonably acceptable, to SSBI, Greenwich Capital, Chase,
Deutsche Bank, J.P. Morgan and ABN AMRO, relating to the information regarding
the Mortgage Loans contained in the Prospectus and Memorandum that is of a
statistical nature; and

                  SECTION 8. Costs.


                                     M-4-10
<PAGE>   619
                  Any costs and expenses incurred by either party hereto in
connection with the transactions contemplated hereunder shall be borne by the
parties in accordance with the terms of that certain Term Sheet, dated October
20, 2000 (the "Term Sheet"), between the Seller, Salomon Brothers Realty Corp.,
Greenwich Capital Financial Products, Inc., and Artesia Mortgage Capital
Corporation.

                  SECTION 9. Notices.

                  All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered to
or mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to the Purchaser at 388 Greenwich Street, New
York, New York 10013, attention: Angela Hutzel, facsimile no.: 212-816-8306, or
to such other address or facsimile number as may hereafter be furnished to the
Seller in writing by the Purchaser; and, if to the Seller, addressed to the
Seller at 135 South LaSalle Street, Suite 1260, Chicago, Illinois 60603,
attention: Margaret Govern, facsimile no.: 312-904-0900, or to such other
address or facsimile number as may hereafter be furnished to the Purchaser in
writing by the Seller.

                  SECTION 10. Characterization.

                  The parties hereto agree that it is their express intent that
the conveyance contemplated by this Agreement be, and be treated for all
purposes as, a sale by the Seller of all the Seller's right, title and interest
in and to the Mortgage Loans. The parties hereto further agree that it is not
their intention that such conveyance be deemed a pledge of the Mortgage Loans by
the Seller to secure a debt or other obligation of the Seller. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Loans are
held to continue to be property of the Seller, then: (a) this Agreement shall be
deemed to be a security agreement under applicable law; (b) the transfer of the
Mortgage Loans provided for herein shall be deemed to be a grant by the Seller
to the Purchaser of a first priority security interest in all of the Seller's
right, title and interest in and to the Mortgage Loans and all amounts payable
to the holder(s) of those assets in accordance with the terms thereof (other
than scheduled payments of interest and principal due on or before the Cut-off
Date) and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property; (c) the
assignment by SBMS VII to the Trustee of its interests in the Mortgage Loans as
contemplated by Section 16 hereof shall be deemed to be an assignment of any
security interest created hereunder; (d) the possession by the Purchaser or any
successor thereto of the related Mortgage Notes and such other items of property
as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code and the Uniform Commercial Code of any other applicable jurisdiction; and
(e) notifications to, and acknowledgments, receipts or confirmations from,
persons or entities holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser or any successor thereto for
the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security


                                     M-4-11
<PAGE>   620
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement.

                  SECTION 11. Representations, Warranties and Agreements to
                              Survive Delivery.

                  All representations, warranties and agreements contained in
this Agreement, incorporated herein by reference or contained in the
certificates of officers of the Seller submitted pursuant hereto, shall remain
operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Seller to the Purchaser.

                  SECTION 12. Severability of Provisions.

                  Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or which is held to be void or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

                  SECTION 13. Counterparts.

                  This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

                  SECTION 14. GOVERNING LAW.

                  THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
LAWS AND DECISIONS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES). THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

                  SECTION 15. Further Assurances.

                  The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.


                                     M-4-12
<PAGE>   621
                  SECTION 16. Successors and Assigns.

                  The rights and obligations of the Seller under this Agreement
shall not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. In connection with its transfer of the
Mortgage Loans to the Trust as contemplated by the recitals hereto, SBMS VII is
expressly authorized to assign it rights and obligations under this Agreement,
in whole or in part, to the Trustee for the benefit of the registered holders
and beneficial owners of the Certificates. To the extent of any such assignment,
the Trustee (including acting through the Master Servicer and Special Servicer
pursuant to the terms of the Pooling and Servicing Agreement), for the benefit
of the registered holders and beneficial owners of the Certificates, shall be
the Purchaser hereunder. In connection with the transfer of any Mortgage Loan by
the Trust as contemplated by the terms of the Pooling and Servicing Agreement,
the Trustee, for the benefit of the registered holders and beneficial owners of
the Certificates, is expressly authorized to assign its rights and obligations
under this Agreement, in whole or in part, to the transferee of such Mortgage
Loan. To the extent of any such assignment, such transferee shall be the
Purchaser hereunder (but solely with respect to such Mortgage Loan that was
transferred to it). Subject to the foregoing, this Agreement shall bind and
inure to the benefit of and be enforceable by the Seller and the Purchaser, and
their respective successors and permitted assigns.

                  SECTION 17. Amendments.

                  (a) No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a duly
authorized officer of the party against whom such waiver or modification is
sought to be enforced.

                  (b) Notwithstanding any contrary provision of this Agreement
or the Pooling and Servicing Agreement, no amendment of the Pooling and
Servicing Agreement executed after the Closing Date that increases the
obligations of or otherwise adversely affects the Seller, shall be effective
against the Seller.

                  SECTION 18. Entire Agreement.

                  Except as otherwise expressly contemplated hereby, this
Agreement constitutes the entire agreement and understanding of the parties with
respect to the matters addressed herein, and this Agreement supersedes any prior
agreements and/or understandings, written or oral, with respect to such matters.


                            [SIGNATURE PAGE FOLLOWS]


                                     M-4-13
<PAGE>   622
                  IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed hereto by their respective duly authorized officers as
of the date first above written.



                                        LASALLE BANK NATIONAL ASSOCIATION



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


                                        SALOMON BROTHERS MORTGAGE
                                        SECURITIES VII, INC.



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


                                     M-4-14
<PAGE>   623
                                   EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                            [See Attached Schedule]




                                     M-4-15
<PAGE>   624


<TABLE>
<CAPTION>






         Loan                    Loan /                                                                              Property
Control  Num    Origi          Property            Property                                Zip        Property       Size Unit
Number   ber    nator             Name              Address            City       State    Code         Size           Type

<S>      <C>   <C>         <C>                   <C>                <C>           <C>     <C>         <C>            <C>
  102    1        LBNA     Medical               2060 East 9th      Cleveland       OH     44115         381,176         SF
                           Mutual of Ohio        Street
  103    34       LBNA     Jorie Plaza           800-810 Jorie      Oak Brook       IL     60523         191,666         SF
                                                 Boulevard
  107    8        LBNA     101 West              101 West           Chicago         IL     60610          72,865         SF
                           Grand                 Grand
  108    14       LBNA     57 W. Grand           57 W. Grand        Chicago         IL     60610          83,469         SF
  109    28       LBNA     40 West               40 West            Chicago         IL     60610          12,672         SF
                           Hubbard               Hubbard Street
  110    3        LBNA     South Loop            1245 South         Chicago         IL     60607         102,265         SF
                           Market Place          Clinton
  114    4        LBNA     Seattle-Mead          811, 835, 855,     SeaTac          WA     98148         235,031         SF
                           Industrial            S. 192nd Street
                           Facilities
  115    5        LBNA     Hamilton Court        1030 Charlela      Elk Grove       IL     60007             579        Units
                            Apartments           Lane               Village
  121    7        LBNA     29200                 29200 NW           Southfield      MI     48034         111,542         SF
                           Northwestern          Highway
                           Highway

  124    15       LBNA     GE / Montgomery       2420 E. Pikes      Colorado        CO     80909         161,986         SF
                           Wards                 Peak Avenue        Springs
                            - Col. Springs
  125    24       LBNA     GE /                  2222 Spencer       Pasadena        TX     77504         193,006         SF
                           Montgomery            Highway
                           Wards
                            - Pasadena Tx
  127    9        LBNA     Traders Tower         308-326 South      Chicago         IL     60606         250,500         SF
                           - Self Park           Wells Street
  128    10       LBNA     Mabek CO L.P.         500 North          Lake Forest     IL     60045          93,000         SF
                                                 Field Drive

  140    16       LBNA     Horizon Health        19900              Livonia         MI     48152          46,267         SF
                            Center               Haggerty Road
  146    17       LBNA     Carriage House        1545 S. State      Chicago         IL     60605              81        Units
                            Lofts
  171    18       LBNA     Chandler's            630 Davis          Evanston        IL     60201          26,342         SF
                           Building              Street
  175    19       LBNA     Springdale            1600 Boston        Springfield     MA     01129         103,763         SF
                           Mall                  Road
  176    20       LBNA     Frontier              1225 Jefferson     Rochester       NY     14623          64,846         SF
                           Commons/               Road
                           Global
                           Crossing
  179    22       LBNA     Watermark             1600               Columbus        OH     43215          43,929         SF
                           Office Building       Watermark
  183    23       LBNA     Palm Haven            3301 58th          St.             FL     33714             270        Pads
                           Mobile Home           Avenue North       Petersburg
                           Park
  186    25       LBNA     Imperial Crown        5925 Imperial      Mulberry        FL     33860          66,568         SF
                            Center               Parkway
  199    27       LBNA     Fountain Place        920 South          Lansing         MI     48910             108        Units
                            Apartments           Washington
                                                 Avenue
  209    29       LBNA     Almond Grand          7501 Grand         Gurnee          IL     60031          13,905         SF
                            Gurnee               Avenue

  225    30       LBNA     Birchbrook            3000 E. Birch      Brea            CA     92621          24,635         SF
                           Office Park           Street
  233    31       LBNA     Kendall Manor         125 S. Kendall     Kalamazoo       MI     49006              81        Units
                            Apartments            Avenue
  254    32       LBNA     Wickiup               2015 East          Apache          AZ     85219             111        Pads
                           Mobile Home           Highway 60         Junction
                           & RV Park
  266    33       LBNA     E. M.                 145 Metro Park     Rochester       NY     14623          31,035         SF
                           Jorgensen
                           Building


</TABLE>



<TABLE>
<CAPTION>
                                                                                        Cross
                                                                                        Collater-
                                                                                        alized
                                                                        Cross           Mortgage
                                                                       Collater-          Loan
                                                                       alized            Group
         Loan                    Loan /                               (Mortgage         Aggregate
Control  Num    Origi          Property            Property               Loan        Cut-Off Date     Ownership       Original
Number   ber    nator             Name              Address              Group)          Balance       Interest         Balance

<S>      <C>   <C>         <C>                   <C>                  <C>             <C>             <C>             <C>
  102    1        LBNA     Medical               2060 East 9th              No          35,364,183    Fee Simple        35,400,000
                           Mutual of Ohio        Street
  103    34       LBNA     Jorie Plaza           800-810 Jorie              No          22,800,000    Fee Simple        22,800,000
                                                 Boulevard
  107    8        LBNA     101 West              101 West                Yes (L1)       18,500,000    Fee Simple        10,000,000
                           Grand                 Grand
  108    14       LBNA     57 W. Grand           57 W. Grand             Yes (L1)       18,500,000    Fee Simple         6,000,000
  109    28       LBNA     40 West               40 West                 Yes (L1)       18,500,000    Fee Simple         2,500,000
                           Hubbard               Hubbard Street
  110    3        LBNA     South Loop            1245 South                 No          18,235,848    Fee Simple        18,250,000
                           Market Place          Clinton
  114    4        LBNA     Seattle-Mead          811, 835, 855,             No          16,000,000    Fee Simple        16,000,000
                           Industrial            S. 192nd Street
                           Facilities
  115    5        LBNA     Hamilton Court        1030 Charlela              No          15,988,455    Fee Simple        16,000,000
                            Apartments           Lane
  121    7        LBNA     29200                 29200 NW                   No          10,268,535    Part Fee          10,275,000
                           Northwestern          Highway                                              Simple
                           Highway                                                                    &Part
                                                                                                      Leasehold
  124    15       LBNA     GE / Montgomery       2420 E. Pikes           Yes (L2)        9,148,751    Fee Simple         6,000,000
                           Wards                 Peak Avenue
                            - Col. Springs
  125    24       LBNA     GE /                  2222 Spencer            Yes (L2)        9,148,751    Fee Simple         3,200,000
                           Montgomery            Highway
                           Wards
                            - Pasadena Tx
  127    9        LBNA     Traders Tower         308-326 South              No           8,343,003    Fee Simple         8,600,000
                           - Self Park           Wells Street
  128    10       LBNA     Mabek CO L.P.         500 North                  No           8,145,364    Fee Simple        11,250,000
                                                 Field Drive

  140    16       LBNA     Horizon Health        19900                      No           5,836,518    Fee Simple         5,850,000
                            Center               Haggerty Road
  146    17       LBNA     Carriage House        1545 S. State              No           5,500,000    Fee Simple         5,500,000
                            Lofts
  171    18       LBNA     Chandler's            630 Davis                  No           3,887,454    Fee Simple         3,900,000
                           Building              Street
  175    19       LBNA     Springdale            1600 Boston                No           3,646,086    Fee Simple         3,650,000
                           Mall                  Road
  176    20       LBNA     Frontier              1225 Jefferson             No           3,641,184    Fee Simple         3,650,000
                           Commons/               Road
                           Global
                           Crossing
  179    22       LBNA     Watermark             1600                       No           3,446,549    Fee Simple         3,450,000
                           Office Building       Watermark
  183    23       LBNA     Palm Haven            3301 58th                  No           3,192,704    Fee Simple         3,200,000
                           Mobile Home           Avenue North
                           Park
  186    25       LBNA     Imperial Crown        5925 Imperial              No           3,100,000    Fee Simple         3,100,000
                            Center               Parkway
  199    27       LBNA     Fountain Place        920 South                  No           2,525,986    Fee Simple         2,550,000
                            Apartments           Washington
                                                 Avenue
  209    29       LBNA     Almond Grand          7501 Grand                 No           2,386,336    Fee Simple         2,390,000
                            Gurnee               Avenue

  225    30       LBNA     Birchbrook            3000 E. Birch              No           1,795,756    Fee Simple         1,800,000
                           Office Park           Street
  233    31       LBNA     Kendall Manor         125 S. Kendall             No           1,496,527    Fee Simple         1,500,000
                            Apartments            Avenue
  254    32       LBNA     Wickiup               2015 East                  No           1,133,071    Fee Simple         1,135,000
                           Mobile Home           Highway 60
                           & RV Park
  266    33       LBNA     E. M.                 145 Metro Park             No             902,239    Fee Simple           904,250
                           Jorgensen
                           Building


</TABLE>




<TABLE>
<CAPTION>

         Loan                    Loan /         Mort-                       Interest
Control  Num    Origi          Property         gage           Rate         Accrual
Number   ber    nator             Name          Rate           Type         Method        Loan Type     Note Date     x

<S>      <C>   <C>         <C>                <C>             <C>         <C>             <C>           <C>           <C>
  102    1        LBNA     Medical             8.3800%        Fixed       Actual/360      Balloon       09/29/00
                           Mutual of Ohio
  103    34       LBNA     Jorie Plaza         8.3300%        Fixed       Actual/360      Balloon       11/22/00

  107    8        LBNA     101 West            7.5900%        Fixed       Actual/360      Balloon       11/15/00
                           Grand
  108    14       LBNA     57 W. Grand         7.5500%        Fixed       Actual/360      Balloon       11/15/00
  109    28       LBNA     40 West             7.3800%        Fixed       Actual/360      Balloon       11/15/00
                           Hubbard
  110    3        LBNA     South Loop          7.2800%        Fixed       Actual/360      Balloon       10/19/00
                           Market Place
  114    4        LBNA     Seattle-Mead        8.1200%        Fixed       Actual/360      Balloon       11/13/00
                           Industrial
                           Facilities
  115    5        LBNA     Hamilton Court      7.6400%        Fixed       Actual/360      Balloon       10/31/00
                            Apartments
  121    7        LBNA     29200               8.3150%        Fixed       Actual/360      Balloon       10/24/00
                           Northwestern
                           Highway

  124    15       LBNA     GE / Montgomery     7.6600%        Fixed       Actual/360     Full Amort     10/13/00
                           Wards
                            - Col. Springs
  125    24       LBNA     GE /                7.6600%        Fixed       Actual/360     Full Amort     10/13/00
                           Montgomery
                           Wards
                            - Pasadena Tx
  127    9        LBNA     Traders Tower       9.0000%        Fixed         30/360        Balloon       03/14/97
                           - Self Park
  128    10       LBNA     Mabek CO L.P.       8.8000%        Fixed       Actual/360     Full Amort     04/21/94


  140    16       LBNA     Horizon Health      8.5650%        Fixed       Actual/360      Balloon       06/29/00
                            Center
  146    17       LBNA     Carriage House      8.1300%        Fixed       Actual/360      Balloon       11/16/00
                            Lofts
  171    18       LBNA     Chandler's          8.6500%        Fixed       Actual/360      Balloon       04/27/00
                           Building
  175    19       LBNA     Springdale          8.1700%        Fixed       Actual/360      Balloon       09/06/00
                           Mall
  176    20       LBNA     Frontier            8.4100%        Fixed       Actual/360      Balloon       06/28/00
                           Commons/
                           Global
                           Crossing
  179    22       LBNA     Watermark           8.4210%        Fixed       Actual/360      Balloon       09/19/00
                           Office Building
  183    23       LBNA     Palm Haven          8.6000%        Fixed       Actual/360      Balloon       06/08/00
                           Mobile Home
                           Park
  186    25       LBNA     Imperial Crown      8.2730%        Fixed       Actual/360      Balloon       11/16/00
                            Center
  199    27       LBNA     Fountain Place      7.7900%        Fixed       Actual/360      Balloon       09/01/99
                            Apartments

  209    29       LBNA     Almond Grand        8.6500%        Fixed       Actual/360      Balloon       08/03/00
                            Gurnee

  225    30       LBNA     Birchbrook          8.4900%        Fixed       Actual/360      Balloon       06/30/00
                           Office Park
  233    31       LBNA     Kendall Manor       8.5500%        Fixed       Actual/360      Balloon       06/29/00
                            Apartments
  254    32       LBNA     Wickiup             8.2400%        Fixed       Actual/360      Balloon       08/14/00
                           Mobile Home
                           & RV Park
  266    33       LBNA     E. M.               8.6800%        Fixed       Actual/360      Balloon       06/09/00
                           Jorgensen
                           Building


</TABLE>



<TABLE>
<CAPTION>
                                                                                                                          Original
                                                                                                                            Term
                                                                                                         Monthly             to
         Loan                    Loan /                                  Antici-           Sched-         Debt            Maturity /
Control  Num    Origi          Property          Control     Loan    pated Repay-           uled         Service             ARD
Number   ber    nator             Name           Number     Number   ment Date         Maturity Date    Payment            (months)

<S>      <C>   <C>         <C>                   <C>        <C>      <C>              <C>               <C>              <C>
  102    1        LBNA     Medical                102         1            NAP            10/01/10       269,190.52            120
                           Mutual of Ohio
  103    34       LBNA     Jorie Plaza            103         34           NAP            12/01/10       172,572.76            120

  107    8        LBNA     101 West               107         8            NAP            12/01/10        70,538.76            120
                           Grand
  108    14       LBNA     57 W. Grand            108         14           NAP            12/01/10        42,158.49            120
  109    28       LBNA     40 West                109         28           NAP            12/01/10        17,275.40            120
                           Hubbard
  110    3        LBNA     South Loop             110         3            NAP            11/01/10       124,868.74            120
                           Market Place
  114    4        LBNA     Seattle-Mead           114         4            NAP            12/01/10       118,743.55            120
                           Industrial
                           Facilities
  115    5        LBNA     Hamilton Court         115         5            NAP            11/01/10       113,412.14            120
                            Apartments
  121    7        LBNA     29200                  121         7            NAP            11/01/10        77,662.67            120
                           Northwestern
                           Highway

  124    15       LBNA     GE / Montgomery        124         15           NAP            11/01/10        71,723.10            120
                           Wards
                            - Col. Springs
  125    24       LBNA     GE /                   125         24           NAP            11/01/10        38,252.32            120
                           Montgomery
                           Wards
                            - Pasadena Tx
  127    9        LBNA     Traders Tower          127         9            NAP            03/31/07    72,170.89 (c)            120
                           - Self Park
  128    10       LBNA     Mabek CO L.P.          128         10           NAP            05/01/09       112,770.40            180


  140    16       LBNA     Horizon Health         140         16           NAP            07/01/10        45,251.20            120
                            Center
  146    17       LBNA     Carriage House         146         17           NAP            12/01/10        40,856.60            120
                            Lofts
  171    18       LBNA     Chandler's             171         18           NAP            05/01/10        30,403.20            120
                           Building
  175    19       LBNA     Springdale             175         19           NAP            10/01/10        27,216.22            120
                           Mall
  176    20       LBNA     Frontier               176         20           NAP            07/01/10        27,832.86            120
                           Commons/
                           Global
                           Crossing
  179    22       LBNA     Watermark              179         22           NAP            10/01/12        26,334.60            144
                           Office Building
  183    23       LBNA     Palm Haven             183         23           NAP            07/01/10        24,832.37            120
                           Mobile Home
                           Park
  186    25       LBNA     Imperial Crown         186         25           NAP            12/01/10        23,339.41            120
                            Center
  199    27       LBNA     Fountain Place         199         27           NAP            09/01/09        18,339.05            120
                            Apartments

  209    29       LBNA     Almond Grand           209         29           NAP            07/01/06        18,631.70             70
                            Gurnee

  225    30       LBNA     Birchbrook             225         30           NAP            07/01/10        13,827.69            120
                           Office Park
  233    31       LBNA     Kendall Manor          233         31           NAP            07/01/10        11,586.90            120
                            Apartments
  254    32       LBNA     Wickiup                254         32           NAP            09/01/10         8,518.90            120
                           Mobile Home
                           & RV Park
  266    33       LBNA     E. M.                  266         33           NAP            07/01/10         7,068.58            120
                           Jorgensen
                           Building


</TABLE>




<TABLE>
<CAPTION>




                                                                      Stated                       Remain-        Stated
                                                                     Original                    ing Term to    Remaining
         Loan                    Loan /                                Amort-        Season-      Maturity /      Amort-
Control  Num    Origi          Property            Property         ization Term       ing            ARD      ization Term
Number   ber    nator             Name              Address           (months)       (months)       (months)     (months)

<S>      <C>   <C>         <C>                   <C>               <C>               <C>         <C>           <C>
  102    1        LBNA     Medical               2060 East 9th            360              2           118           358
                           Mutual of Ohio        Street
  103    34       LBNA     Jorie Plaza           800-810 Jorie            360              0           120           360
                                                 Boulevard
  107    8        LBNA     101 West              101 West                 360              0           120           360
                           Grand                 Grand
  108    14       LBNA     57 W. Grand           57 W. Grand              360              0           120           360
  109    28       LBNA     40 West               40 West                  360              0           120           360
                           Hubbard               Hubbard Street
  110    3        LBNA     South Loop            1245 South               360              1           119           359
                           Market Place          Clinton
  114    4        LBNA     Seattle-Mead          811, 835, 855,           360              0           120           360
                           Industrial            S. 192nd Street
                           Facilities
  115    5        LBNA     Hamilton Court        1030 Charlela            360              1           119           359
                            Apartments           Lane
  121    7        LBNA     29200                 29200 NW                 360              1           119           359
                           Northwestern          Highway
                           Highway

  124    15       LBNA     GE / Montgomery       2420 E. Pikes            120              1           119           119
                           Wards                 Peak Avenue
                            - Col. Springs
  125    24       LBNA     GE /                  2222 Spencer             120              1           119           119
                           Montgomery            Highway
                           Wards
                            - Pasadena Tx
  127    9        LBNA     Traders Tower         308-326 South            300             44            76           270
                           - Self Park           Wells Street
  128    10       LBNA     Mabek CO L.P.         500 North                180             79           101           101
                                                 Field Drive

  140    16       LBNA     Horizon Health        19900                    360              5           115           355
                            Center               Haggerty Road
  146    17       LBNA     Carriage House        1545 S. State            360              0           120           360
                            Lofts
  171    18       LBNA     Chandler's            630 Davis                360              7           113           353
                           Building              Street
  175    19       LBNA     Springdale            1600 Boston              360              2           118           358
                           Mall                  Road
  176    20       LBNA     Frontier              1225 Jefferson           360              5           115           355
                           Commons/               Road
                           Global
                           Crossing
  179    22       LBNA     Watermark             1600                     360              2           142           358
                           Office Building       Watermark
  183    23       LBNA     Palm Haven            3301 58th                360              5           115           355
                           Mobile Home           Avenue North
                           Park
  186    25       LBNA     Imperial Crown        5925 Imperial            360              0           120           360
                            Center               Parkway
  199    27       LBNA     Fountain Place        920 South                360             15           105           345
                            Apartments           Washington
                                                 Avenue
  209    29       LBNA     Almond Grand          7501 Grand               360              3            67           357
                            Gurnee               Avenue

  225    30       LBNA     Birchbrook            3000 E. Birch            360              5           115           355
                           Office Park           Street
  233    31       LBNA     Kendall Manor         125 S. Kendall           360              5           115           355
                            Apartments            Avenue
  254    32       LBNA     Wickiup               2015 East                360              3           117           357
                           Mobile Home           Highway 60
                           & RV Park
  266    33       LBNA     E. M.                 145 Metro Park           360              5           115           355
                           Jorgensen
                           Building


</TABLE>




<TABLE>
<CAPTION>
                                                                                             Yield         Yield
                                                  Loan                                      Mainten-       Mainten-       Prepay-
         Loan                   Cut-off         Balance at                                    ance          ance          ment
Control  Num    Origi             Date          Maturity /      Defease        Defease       Period         Period        Penalty
Number   ber    nator           Balance             ARD        Start Date     End Date     Start Date      End Date     Start Date

<S>      <C>   <C>           <C>              <C>              <C>           <C>           <C>            <C>            <C>
  102    1        LBNA       35,364,183.34    31,934,404.04    10/01/03      06/30/10         NAP           NAP            NAP

  103    34       LBNA       22,800,000.00    20,543,305.72    12/01/03      09/30/10         NAP           NAP            NAP

  107    8        LBNA       10,000,000.00     8,852,255.85    12/01/03      09/30/10         NAP           NAP            NAP

  108    14       LBNA        6,000,000.00     5,306,065.10    12/01/03      09/30/10         NAP           NAP            NAP
  109    28       LBNA        2,500,000.00     2,201,415.82    12/01/03      09/30/10         NAP           NAP            NAP

  110    3        LBNA       18,235,847.93    16,027,421.10    11/01/03      08/31/10         NAP           NAP            NAP

  114    4        LBNA       16,000,000.00    14,346,179.33    12/01/03      09/30/10         NAP           NAP            NAP


  115    5        LBNA       15,988,454.53    14,179,312.03    11/01/03      08/31/10         NAP           NAP            NAP

  121    7        LBNA       10,268,534.52     9,253,368.97    11/01/03      08/31/10         NAP           NAP            NAP



  124    15       LBNA        5,966,576.90        60,952.39    11/01/03      08/31/10         NAP           NAP            NAP


  125    24       LBNA        3,182,174.35        32,507.94    11/01/03      08/31/10         NAP           NAP            NAP



  127    9        LBNA        8,343,002.93     7,364,596.26      NAP            NAP        05/01/97       09/30/06         NAP

  128    10       LBNA        8,145,363.67       330,965.50      NAP            NAP        06/05/94       07/31/08         NAP


  140    16       LBNA        5,836,517.68     5,300,891.15    07/01/03      04/30/10         NAP           NAP            NAP

  146    17       LBNA        5,500,000.00     4,932,657.34    12/01/03      09/30/10         NAP           NAP            NAP

  171    18       LBNA        3,887,453.97     3,540,839.88    05/01/03      01/31/10         NAP           NAP            NAP

  175    19       LBNA        3,646,086.27     3,276,719.65    10/01/03      07/31/10         NAP           NAP            NAP

  176    20       LBNA        3,641,183.51     3,295,787.06    07/01/03      04/30/10         NAP           NAP            NAP



  179    22       LBNA        3,446,549.32     3,007,185.62    10/01/03      07/31/12         NAP           NAP            NAP

  183    23       LBNA        3,192,703.97     2,901,913.77    07/01/03      04/30/10         NAP           NAP            NAP


  186    25       LBNA        3,100,000.00     2,789,501.14    12/01/03      09/30/10         NAP           NAP            NAP

  199    27       LBNA        2,525,985.85     2,269,274.88    01/01/03      06/30/09         NAP           NAP            NAP


  209    29       LBNA        2,386,336.28     2,283,929.47      NAP            NAP        10/01/00       04/30/06         NAP


  225    30       LBNA        1,795,755.67     1,628,282.25    07/01/03      04/30/10         NAP           NAP            NAP

  233    31       LBNA        1,496,527.07     1,358,743.29    07/01/03      04/30/10         NAP           NAP            NAP

  254    32       LBNA        1,133,070.73     1,020,431.36    09/01/04      08/31/10         NAP           NAP            NAP


  266    33       LBNA          902,238.79       821,482.71    07/01/03      04/30/10         NAP           NAP            NAP




</TABLE>




<TABLE>
<CAPTION>
                                                   Prepay-         Yield                                 Master
         Loan                    Loan /             ment       Maintenance           Yield               Servicing
Control  Num    Origi          Property            Penalty      Calculation       Maintenance            Fee
Number   ber    nator             Name             End Date       Method          Interest Rate          Rate

<S>      <C>   <C>         <C>                     <C>         <C>            <C>                       <C>
  102    1        LBNA     Medical                  NAP            NAP              NAP                   0.0200%
                           Mutual of Ohio
  103    34       LBNA     Jorie Plaza              NAP            NAP              NAP                   0.0200%

  107    8        LBNA     101 West                 NAP            NAP              NAP                   0.0200%
                           Grand
  108    14       LBNA     57 W. Grand              NAP            NAP              NAP                   0.0200%
  109    28       LBNA     40 West                  NAP            NAP              NAP                   0.0200%
                           Hubbard
  110    3        LBNA     South Loop               NAP            NAP              NAP                   0.0200%
                           Market Place
  114    4        LBNA     Seattle-Mead             NAP            NAP              NAP                   0.0200%
                           Industrial
                           Facilities
  115    5        LBNA     Hamilton Court           NAP            NAP              NAP                   0.0200%
                            Apartments
  121    7        LBNA     29200                    NAP            NAP              NAP                   0.0200%
                           Northwestern
                           Highway

  124    15       LBNA     GE / Montgomery          NAP            NAP              NAP                   0.0200%
                           Wards
                            - Col. Springs
  125    24       LBNA     GE /                     NAP            NAP              NAP                   0.0200%
                           Montgomery
                           Wards
                            - Pasadena Tx
  127    9        LBNA     Traders Tower            NAP          Present      Treasury Flat               0.0200%
                           - Self Park                            Value          Maturity
  128    10       LBNA     Mabek CO L.P.            NAP          Present         Treasury                 0.0200%
                                                                  Value            Flat-
                                                                                 Maturity
  140    16       LBNA     Horizon Health           NAP            NAP              NAP                   0.0200%
                            Center
  146    17       LBNA     Carriage House           NAP            NAP              NAP                   0.0200%
                            Lofts
  171    18       LBNA     Chandler's               NAP            NAP              NAP                   0.0200%
                           Building
  175    19       LBNA     Springdale               NAP            NAP              NAP                   0.0200%
                           Mall
  176    20       LBNA     Frontier                 NAP            NAP              NAP                   0.0200%
                           Commons/
                           Global
                           Crossing
  179    22       LBNA     Watermark                NAP            NAP              NAP                   0.0200%
                           Office Building
  183    23       LBNA     Palm Haven               NAP            NAP              NAP                   0.0200%
                           Mobile Home
                           Park
  186    25       LBNA     Imperial Crown           NAP            NAP              NAP                   0.0200%
                            Center
  199    27       LBNA     Fountain Place           NAP            NAP              NAP                   0.0200%
                            Apartments

  209    29       LBNA     Almond Grand             NAP          Present         Treasury                 0.0200%
                            Gurnee                                Value            Flat-
                                                                                 Maturity
  225    30       LBNA     Birchbrook               NAP            NAP              NAP                   0.0200%
                           Office Park
  233    31       LBNA     Kendall Manor            NAP            NAP              NAP                   0.0200%
                            Apartments
  254    32       LBNA     Wickiup                  NAP            NAP              NAP                   0.0200%
                           Mobile Home
                           & RV Park
  266    33       LBNA     E. M.                    NAP            NAP              NAP                   0.0200%
                           Jorgensen
                           Building


</TABLE>



                                     M-4-17
<PAGE>   625





                                    EXHIBIT B


                    CORPORATE REPRESENTATIONS AND WARRANTIES


     The Seller hereby represents and warrants, as of the Closing Date, that:

         (a) The Seller is a duly formed corporation, validly existing and in
good standing under the laws of Delaware. The principal place of business and
chief executive office of the Seller is located in the State of Connecticut.

         (b) The Seller 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.

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

         (d) The execution and delivery of this Agreement by the Seller, and the
performance and compliance with the terms of this Agreement by the Seller, will
not violate the Seller's organizational documents or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or instrument to which
it is a party or which is applicable to it or any of its assets. Attached hereto
as Exhibit E are true, correct, and complete copies of the Seller's
organizational documents in effect as of the Closing Date.

         (e) The Seller 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 Seller's
good faith and reasonable judgment, is likely to affect materially and adversely
either the ability of the Seller to perform its obligations under this Agreement
or the financial condition of the Seller.

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

         (g) No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or body is
required for the consummation by the Seller of the transactions contemplated
herein, except for those consents, approvals,

                                     M-4-18
<PAGE>   626

authorizations and orders that previously have been obtained and those filings
and registrations that previously have been completed.

         (h) No proceedings looking toward liquidation, dissolution or
bankruptcy of the Seller are pending or contemplated.

         (i) The transfer of the Mortgage Loans by the Seller to the Purchaser,
as contemplated herein, is not subject to any bulk transfer or similar law in
effect in any applicable jurisdiction.

         (j) The Seller is not transferring the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud its present or future creditors.

         (k) The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, its transfer of the Mortgage Loans to the
Purchaser, as contemplated herein.

         (l) After giving effect to its transfer of the Mortgage Loans to the
Purchaser, as provided herein, the value of the Seller's assets, either taken at
their present fair saleable value or at fair valuation, will exceed the amount
of the Seller's debts and obligations, including contingent and unliquidated
debts and obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct its
business.

         (m) The Seller does not intend to, and does not believe that it will,
incur debts or obligations beyond its ability to pay such debts and obligations
as they mature.

         (n) In connection with, and at the time of, its transfer of the
Mortgage Loans hereunder, the Seller will receive consideration constituting at
least reasonably equivalent value and fair consideration for the assets
transferred.

         (o) The execution, delivery and performance of this Agreement by the
Seller constitute bona fide and arm's length transactions and are undertaken in
the ordinary course of business of the Seller.

         (p) Seller is not a party to or bound by a written or oral agreement
granting to any person or entity an option or right of first refusal or other
arrangement to acquire directly or indirectly any of the Mortgage Loans.

         (q) The transfer of the Mortgage Loans hereunder and the grant of any
security interest in accordance with Section 10 hereof are contemporaneous
exchanges.

         (r) Neither SBMS VII nor the Trustee (i) is, or has ever been, an
insider or affiliate of the Seller, (ii) controls, or has ever controlled, the
Seller, (iii) is, or has ever been, controlled by the Seller, or (iv) is, or has
ever been, under common control with the Seller.




                                     M-4-19
<PAGE>   627

                                   EXHIBIT C

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


         The Seller (with respect to each Mortgage Loan unless otherwise
indicated) hereby represents and warrants to SBMS VII and its successors and
assigns as provided in this Agreement (subject to the qualifications with
respect to matters of enforceability set forth below in the last paragraph of
this Exhibit C) that as of the date specified below or, if no such date is
specified, as of the date hereof, and as of the Closing Date and subject to the
exceptions disclosed on Schedule C-1 attached hereto:

         (1) Mortgage Loan Characteristics. The information set forth in the
Mortgage Loan Schedule is true, correct and complete in all material respects;
provided, however, that with respect to the information set forth with respect
to each Mortgage Loan under the captions "Physical Occupancy %," "Occupancy As
of Date," "1998 NOI," "1999 NOI," "Underwritten NOI," "Underwritten Net Cash
Flow" and "Underwritten NOI DSCR," the Seller represents only that such
information is a correct and accurate reproduction or derivation, as adjusted by
the Seller in accordance with its customary underwriting practices and
procedures, of the information provided to it by the related Borrower (or an
affiliate or principal thereof) and takes no responsibility for the accuracy or
completeness of any such information provided by the related Borrower (or such
affiliate or principal); provided, further, that the Seller has no actual
knowledge that such information is incorrect, inaccurate or incomplete following
the reasonable and customary due diligence performed by the Seller in connection
with its origination or purchase of the Mortgage Loans.

         (2) Domestic Borrower. The related Borrower is an individual who is a
citizen of, or an entity organized under the laws of, a state of the United
States of America.

         (3) Single-Purpose, Bankruptcy Remote Entity. Each Borrower of a
Mortgage Loan in excess of $25,000,000 is an entity which has represented in
connection with the origination of the Mortgage Loan, and whose organizational
documents as of the date of origination of the Mortgage Loan provide that so
long as the Mortgage Loan is outstanding, it will be a single-purpose entity
whose activities and ability to incur debt are restricted by the applicable
Mortgage or the organizational documents in a manner intended to make the
likelihood of bankruptcy proceedings being commenced by or against such Borrower
remote, and as to which the Borrower has delivered an opinion of counsel
concerning substantive non-consolidation and as to which the Borrower has at
least one independent director. For this purpose, "single-purpose entity" shall
mean a Person, other than an individual, which does not engage in any business
unrelated to the related Mortgaged Property and its financing, does not have any
assets other than those related to its interest in such Mortgaged Property or
its financing, or any indebtedness other than as permitted by the related
Mortgage or the other Mortgage Loan documents, has its own books and records
separate and apart from any other Person and holds itself out as being a legal
entity, separate and apart from any other Person.


                                     M-4-20
<PAGE>   628


         (4) Delivery of Mortgage Loans Documents. The Seller has caused or will
cause to be delivered to the Purchaser (or its designee) within the time period
prescribed in Section 2 each of the documents comprising the Mortgage File for
such Mortgage Loan.


         (5) Payment Current. All payments required to be made with respect to
such Mortgage Loan under the terms of the related Mortgage Note or the related
Mortgage (inclusive of any applicable grace or cure period) up to the Closing
Date have been made. Within the twelve months preceding the Closing Date, there
has not been any delinquency in excess of 30 days with respect to such Mortgage
Loan.


         (6) Equity Participation or Participation Interest. Such Mortgage Loan
contains no equity participation by the Seller and is a whole loan and not a
participation interest. Neither the related Note nor the related Mortgage
provides for negative amortization, unless the Mortgage Loan is an ARD loan, or
any contingent or additional interest in the form of participation in the cash
flow of the related Mortgaged Property. The Seller has no ownership interest in
such Mortgaged Property or the related Borrower other than in such Mortgage Loan
being sold and assigned. Neither the Seller nor any affiliate of the Seller has
any obligation to make any capital contributions to the related Borrower under
the Mortgage or any other related Mortgage Loan document.

         (7) Compliance with Applicable Laws. As of the date of its origination,
such Mortgage Loan either complied with, or was exempt from, applicable federal
or state laws, regulations and other requirements pertaining to usury. To the
best of the Seller's knowledge, as of the date of origination of such Mortgage
Loan, the related originator complied in all material respects with the
requirements of any and all other federal, state or local laws applicable to the
origination, servicing and collection of such Mortgage Loan. No governmental or
regulatory approval or consent is required for the sale of such Mortgage Loan by
the Seller, and the Seller has full right, power and authority to sell such
Mortgage Loan. To the extent necessary to ensure the enforceability of such
Mortgage Loan and the effective sale, transfer and assignment thereof and of the
related Mortgage Note, the originator and/or the Seller and, if applicable, each
subsequent holder of the related Mortgage Note each was qualified and
appropriately licensed to transact business in the jurisdiction in which the
related Mortgaged Property is located at the time such entity had possession of
the related Mortgage Note.

         (8) Proceeds Fully Disbursed. The proceeds of such Mortgage Loan have
been fully disbursed (although certain reserve accounts controlled by the Seller
may have been established as described in Schedule C-2), and there is no
requirement for future advances thereunder.


         (9) Origination Expenses Paid. All costs, fees and expenses incurred in
connection with the origination and closing of such Mortgage Loan, including,
without limitation, recording costs and fees, have been paid to the appropriate
person or arrangements have been made for their payment to the appropriate
person on a timely basis by the related Borrower.


         (10) Documents Valid. Each of the related Mortgage Note, the related
Mortgage and any other related Mortgage Loan document is the legal, valid and
binding

                                     M-4-21
<PAGE>   629

obligation of the related Borrower, the related guarantor or other party
executing such document (subject to any non-recourse or partial recourse
provisions contained therein), and is enforceable in accordance with its terms.
There is no valid offset, defense, counterclaim or right of rescission with
respect to such Mortgage Note, Mortgage or any other Mortgage Loan document, nor
will the operation of any of the terms of such Mortgage Note or Mortgage, or the
exercise of any right thereunder, render either such Mortgage Note or Mortgage
unenforceable or subject to any valid offset, defense, counterclaim or right of
rescission, including, without limitation, the defense of usury, and the Seller
has no knowledge that any such offset, defense, counterclaim, or right of
rescission has been asserted or is available with respect thereto. Except as
described in the immediately following sentence, the related Mortgage Note and
the related Mortgage do not require the related mortgagee to release any portion
of the related Mortgaged Property except upon payment in full of such Mortgage
Loan or the exercise of a defeasance feature. In the case of certain Mortgaged
Properties securing cross-collateralized Mortgage Loans, certain Mortgage Loans
secured by multiple Mortgaged Properties, and certain Mortgage Loans secured by
one or more parcels constituting a single Mortgaged Property, the related
mortgagee may be required to release a Mortgaged Property or a portion thereof
upon payment of a portion of the related Mortgage Loan as specified in the
related Mortgage Loan documents.

         (11) Assignment of Mortgage; Note Endorsement. The related Assignment
of Mortgage (but for the insertion of the name of the assignee and any related
recording information which is not yet available to the Seller) is or will be in
recordable form and constitutes or will constitute the Seller's legal, valid and
binding assignment to the Purchaser of the related Mortgage and any related
Assignment of Leases or assignment of Assignment of Leases. The Seller's
endorsement and delivery of the related Mortgage Note to the Purchaser in
accordance with the terms of this Agreement constitutes or will constitute the
Seller's legal, valid and binding assignment to the Purchaser of such Mortgage
Note, and together with the Seller's execution and delivery of such Assignment
of Mortgage to the Purchaser, legally and validly conveys or will convey all
right, title and interest of the Seller in such Mortgage Loan to the Purchaser.
Neither the related Mortgage Note nor the related Mortgage contain provisions
limiting the right or ability of Seller to assign, transfer and convey such
documents.

         (12) Assignment of Leases. There exists as part of the related Mortgage
File an Assignment of Leases (either as a separate instrument or incorporated
into the related Mortgage); and such Assignment of Leases creates in favor of
the holder, a valid, perfected and (subject to the exceptions set forth in
paragraph 13 below) enforceable lien of the same priority as the related
Mortgage, in the property and rights described therein;


         (13) First Lien. The related Mortgage is a legal, valid and enforceable
first lien on the related Mortgaged Property (including all buildings and
improvements on such Mortgaged Property and all installations and mechanical,
electrical, plumbing, heating and air conditioning systems located in or annexed
to such buildings, and all additions, alterations and replacements made at any
time prior to the closing date of such Mortgage Loan with respect to the
foregoing, but excluding any related personal property) which Mortgaged Property
is free and clear of all liens and encumbrances having priority over or equal to
the first lien of such Mortgage, except for (a) the lien of current real estate
taxes and special assessments not yet delinquent or accruing interest or
penalties, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such Mortgage
which do not

                                     M-4-22
<PAGE>   630

materially and adversely (i) affect the value of such Mortgaged Property as
security for such Mortgage Loan, or (ii) interfere with the related Borrower's
ability to make required interest and principal payments or to make use of such
Mortgaged Property for the intended purposes therefor, (c) leases and subleases
pertaining to such Mortgaged Property which the Seller did not require to be
subordinated to the lien of such Mortgage (provided that such leases and
subleases, if any, are with entities which are not affiliated with the Seller),
and (d) other matters which do not, individually or in the aggregate, materially
and adversely (i) affect the value of such Mortgaged Property as security for
such Mortgage Loan, or (ii) interfere with the related Borrower's ability to
make required principal and interest payments or to make use of such Mortgaged
Property for the intended purposes therefor. Subject to the foregoing
exceptions, the related Assignment of Leases has the same priority as the
related Mortgage.

         (14) No Modification, Release or Satisfaction. Except by a written
instrument which has been delivered to the Purchaser or its designee as a part
of the related Mortgage File, (a) neither the related Note nor the related
Mortgage (including any amendments or supplements thereto included in the
related Mortgage File, none of which alter the information on the Mortgage Loan
Schedule or make any of the other representations in this Agreement untrue) has
been impaired, waived, modified, altered, satisfied, canceled or subordinated or
rescinded, (b) the related Mortgaged Property has not been released from the
lien of such Mortgage and (c) the related Borrower has not been released from
its obligations under such Mortgage, in whole or in any part, in each such event
in a manner which would materially interfere with the benefits of the security
intended to be provided by such Mortgage.

         (15) Defeasance. A Mortgage Loan which permits defeasance provides
that, no earlier than the second anniversary of the Closing Date (or, in the
case of any Mortgage Loan included in its own Loan REMIC, no earlier than the
second anniversary of the "startup day" of such Loan REMIC), the related
Borrower may obtain the release of all or a portion of the related Mortgaged
Property from the lien of the related Mortgage upon the pledge to the Trustee of
non-callable U.S. Treasury or other non-callable U.S. government obligations
that provide for payments on or prior to all successive payment dates to
maturity (or, in the case of an ARD Loan, through the related Anticipated
Repayment Date) in the amounts due on such dates and upon the satisfaction of
certain other conditions. A Mortgage Loan that permits defeasance provides that
related Borrower is responsible for all reasonable costs incurred in connection
with the defeasance of any such Mortgage Loan and the release of the related
Mortgaged Property. A Mortgage Loan that permits defeasance provides that the
related Borrower is responsible for all cots incurred in connection with the
defeasance of such Mortgage Loan and the release of the related Mortgage
Property. A Mortgage Loan that permits defeasance requires that a first priority
perfected security interest opinion be provided and also requires the related
Borrower to provide either a REMIC opinion, as a condition to exercise of any
defeasance option or a written confirmation from the Rating Agencies indicating
that such defeasance will not result in a reduction, withdrawal or qualification
of the respective ratings of any outstanding Classes of Certificates. For all
loans with a Cut-off Date Balance over $5,000,000, as a condition to the
exercise of any defeasance option, either rating agency confirmation or lender
approval is required. In addition, the related Mortgage or other related
Mortgage Loan documents generally require the satisfaction of one or more of the
following conditions prior to the defeasance of the Mortgage Loan and release of
the related Mortgaged Property:


                                     M-4-23
<PAGE>   631


          (a) the related Borrower must provide the mortgagee with a prior
     written notice of not less than 30 days;

          (b) the related Borrower must either (i) deliver to the mortgagee or
     the servicer of the Mortgage Loan, as the case may be, government
     obligations described above in this Paragraph 15 or (ii) pay to the
     mortgagee or the servicer of the Mortgage Loan, as the case may be, an
     amount sufficient to purchase the government obligations described above in
     this Paragraph 15;


          (c) the related Borrower must deliver an officer's certificate to the
     effect that all of its obligations with respect to the Mortgage Loan have
     been satisfied and that the Mortgage Loan is not in default; and

          (d) the related Borrower must undertake to provide such other
     documents or information as the mortgagee may reasonably request in
     connection with such defeasance.

         (16) No Delinquent Taxes or Assessments. All tax or governmental
assessments, or installments thereof, which were due on or prior to the date of
origination had been paid as of such date and the Seller knows of no tax or
governmental assessment, or if payable in installments, any installment thereof,
which became due and owing thereafter and prior to the Closing Date in respect
of the related Mortgaged Property, which, if left unpaid, would be, or might
become, a lien on such Mortgaged Property having priority over the related
Mortgage which has become delinquent such that (a) such tax, assessment or
installment has commenced to accrue interest or penalties, or (b) the applicable
taxing authority may commence proceedings to collect such tax, assessment or
installment, as applicable.

         (17) Escrow or Reserve Deposits. As of the Closing Date, the related
reserve account(s), if any, contain all escrow deposits and other payments
required by the terms of the related Mortgage Loan documents (inclusive of any
applicable grace or cure period) to be held by the Seller as of the Closing
Date. Pursuant to Section 2 hereof, the Seller is transferring all amounts on
deposit in the related reserve account(s) to the Purchaser, or to the extent not
being transferred to the Purchaser, all escrow deposits and other payments
required under the related Mortgage Note, the related Mortgage and any other
related Mortgage Loan documents have been applied in accordance with their
intended purposes by the related Mortgage Loan originator, the Seller or its
agent.

         (18) No Third Party Advances. The Seller has not, directly or
indirectly, (a) advanced funds, (b) induced or solicited any payment from a
Person other than the related Borrower, or (c) to the Seller's knowledge,
received any payment other than from such Borrower, for the payment of any
amount required under the related Mortgage Note or the related Mortgage, except
for interest accruing from the date of such Mortgage Note or the date of
disbursement of the proceeds of such Mortgage Loan, whichever is later, to the
date which precedes by 30 days the first Due Date under such Mortgage Note.

         (19) No Condemnation or Damages. To the best of the Seller's knowledge,
no proceedings for the total or partial condemnation of the related Mortgaged
Property (a) have

                                     M-4-24
<PAGE>   632

occurred since the date as of which the appraisal relied upon in the origination
of such Mortgage Loan was prepared, or (b) are pending or threatened other than,
in each such case, proceedings as to partial condemnation which do not
materially and adversely affect the value of such Mortgaged Property as security
for such Mortgage Loan. To the best of Seller's knowledge, the related Mortgaged
Property is free of material damage. The related Mortgage requires that any
related condemnation award and/or insurance proceeds be applied either to the
restoration of the related Mortgaged Property or to the payment of the
outstanding principal balance of or accrued interest on such Mortgage Loan.

         (20) No Mechanics' Liens. To the Seller's knowledge, the related
Mortgaged Property (excluding any related personal property) (a) is free and
clear of any mechanics' and materialmen's liens or liens in the nature thereof,
and (b) no rights are outstanding that, under applicable law, could give rise to
any of these types of liens, any of which liens are or may be prior to, or equal
with, the lien of the related Mortgage, except, with respect to clauses (a) and
(b) above in this Paragraph 20, those which are insured against by the related
lender's title insurance policy referred to in Paragraph 24 of this Exhibit C
below.

         (21) Title Survey: Improvements; Separate Tax Parcels. The Seller has
delivered an as-built survey, a survey recertification, a site plan, a recorded
plat or the like with respect to the related Mortgaged Property which satisfied,
or the Seller otherwise satisfied, the requirements of the related title
insurance company for deletion of the standard general exceptions for
encroachments, boundary and other survey matters and for easements not shown by
the public records from the related title insurance policy, except with respect
to any related Mortgaged Property located in a jurisdiction (such as the State
of Texas where survey title insurance coverage is prohibited by law) in which
the exception for easements not shown by the public records could not be deleted
and such standard general exception is customarily accepted by prudent
commercial mortgage lenders in such jurisdiction. The property described in the
survey is the same as the Mortgaged Property described in the Mortgage and the
lender's title insurance policy. Except for encroachments and similar matters
which are inconsequential, do not materially and adversely affect the value of
such Mortgaged Property as security for such Mortgage Loan, or are insured
against by the related lender's title insurance policy described in Paragraph 24
of this Exhibit C below, surveys and/or title insurance obtained at the time of
the origination of such Mortgage Loan indicated or insured that (a) none of the
improvements which were included for the purpose of determining the appraised
value of such Mortgaged Property in the related appraisal obtained in connection
with of the origination of such Mortgage Loan lie outside the boundaries and
building restriction lines of such Mortgaged Property, and (b) no improvements
on adjoining properties encroach upon such Mortgaged Property. The related
Mortgaged Property constitutes one or more complete separate tax lots or is
subject to an endorsement under the related lender's title insurance policy. No
one other than the related Borrower, any guarantor or indemnitor, any tenants
under the requirements of tenant leases or (if it escrows real estate taxes) the
related mortgagee is obligated under the related Mortgage Loan documents to pay
real estate taxes on the Mortgaged Property.

         (22) Title. The Seller has good and marketable title to and is the sole
and lawful owner and beneficial holder of such Mortgage Loan. The Seller has
full power, authority and legal right to sell and assign such Mortgage Loan
hereunder, is the sole mortgagee or beneficiary of record under the related
Mortgage and is transferring such Mortgage Loan to the

                                     M-4-25
<PAGE>   633

Purchaser free and clear of any and all liens, encumbrances, participation
interests, pledges, charges or security interests of any nature encumbering such
Mortgage Loan.

         (23) Compliance with Laws. To the best of the Seller's knowledge (based
upon a letter or letters from governmental authorities, a legal opinion, an
endorsement or endorsements to the related title insurance policy, a
representation of the related Borrower at the time of origination of such
Mortgage Loan or other information reasonably acceptable to the Seller based on
the Seller's underwriting standards at the time of its origination thereof), (a)
no improvements located on or forming a part of the related Mortgaged Property
are in violation of any applicable zoning and building laws or ordinances, (b)
the related Mortgaged Property complies with all other laws and regulations
pertaining to the use and occupancy thereof (excluding Environmental Laws which
are addressed in Paragraph 35 and Paragraph 36 below) and all applicable
insurance requirements, (c) such Borrower has obtained all inspections,
licenses, permits, authorizations, and certificates necessary for such
compliance, including, but not limited to, certificates of occupancy (if
available), and (d) the Seller has not received notification from any
governmental authority that such Mortgaged Property violates or does not comply
with such laws or regulations or is being used, operated or occupied unlawfully
or that such Borrower has failed to obtain such inspections, licenses, permits,
authorizations, or certificates, except for such violation or non-compliance (i)
which does not materially and adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use for which such Mortgaged
Property was intended at the time of origination of such Mortgage Loan, (ii)
which is specifically addressed by the appraiser in the determination of the
related appraised value in connection with the origination of such Mortgage
Loan, or (iii) for which a reserve account held for the Seller has been
established in an amount sufficient to pay for the estimated costs to correct
such violations or non-compliance.

         (24) Title Insurance. The lien of the related Mortgage is insured by an
ALTA lender's title insurance policy or, if an ALTA lender's title insurance
policy is unavailable, another state-approved form of lender's title insurance
policy issued in an amount not less than the stated principal amount of such
Mortgage Loan (after all advances of principal) insuring the Seller and its
successors and assigns that the related Mortgage is a valid first lien on the
related Mortgaged Property, subject only to exceptions described in Paragraph 13
of this Exhibit C above (or, if such a title insurance policy has not yet been
issued in respect of such Mortgage Loan, such a policy will be issued and is
currently evidenced by a pro forma or specimen policy or by a "marked-up"
commitment for title insurance which was furnished by the related title
insurance company for purposes of closing such Mortgage Loan). The premium for
such title insurance policy has been paid in full and such title insurance
policy is (or, when issued, will be) in full force and effect, and upon
endorsement and delivery of the related Mortgage Note to the Purchaser and
recording of the related Assignment of Mortgage in favor of the Purchaser in the
applicable real estate records, such title insurance policy will inure to the
benefit of the Purchaser. Such title insurance policy (a) does not contain the
standard general exceptions for encroachments, boundary or other survey matters
and for easements not shown by the public records, other than matters which do
not materially and adversely (i) affect the value of the related Mortgaged
Property as security for the Mortgage Loan, or (ii) interfere with the related
Borrower's ability to make required principal and interest payments or to make
use of such Mortgaged Property for the intended purposes, and (b) only contains
such exceptions for encroachments, boundary and other survey matters as are
customarily accepted by prudent

                                     M-4-26
<PAGE>   634

commercial mortgage lenders. The Seller and its agents have not taken, or failed
to take, any action that would materially impair the coverage benefits of any
such title insurance policy. The Seller has not made any claim under such title
insurance policy.

         (25) Insurance Related to Mortgaged Property. All improvements on the
related Mortgaged Property are insured by (a) a fire and extended perils
insurance policy providing coverage on a full replacement cost basis in an
amount not less than the lesser of (i) the full replacement cost of all
improvements to such Mortgaged Property (without deduction for depreciation),
and (ii) the outstanding principal balance of such Mortgage Loan, but in any
event in an amount sufficient to avoid the operation of any co-insurance
provisions contained in such insurance policy, which policy contains a standard
mortgagee clause naming the originator or the Seller and its successors as
additional insureds; (b) an insurance policy providing business interruption or
rental continuation coverage in an amount not less than the income anticipated
from 12 months of operations of such Mortgaged Property; (c) a comprehensive
general liability insurance policy in an amount not less than $1,000,000 per
occurrence; and (d) if any material improvement on such Mortgaged Property is
located in an area identified by the Federal Emergency Management Agency as
having special flood hazards under the National Flood Insurance Act of 1968, as
amended, a flood insurance policy providing coverage in an amount not less than
the lesser of (i) the stated principal amount of the related Mortgage Note, and
(ii) the maximum amount of insurance available under the Flood Disaster
Protection Act of 1973, as amended. As of the Closing Date, the insurance
premium for each such insurance policy shall have been paid or escrowed. Each
such insurance policy contains a clause providing that it is not terminable and
may not be reduced without 30 days' prior written notice to the mortgagee
(except that, in the event of nonpayment of insurance premiums, each such
insurance policy provides for termination upon not less than 10 days' prior
written notice), and no such notice has been received by the Seller. With
respect to each such insurance policy, the Seller has received a certificate of
insurance or similar document dated within the last 12 months to the effect that
such insurance policy is in full force and effect. The Seller has no knowledge
of any action, omission, misrepresentation, negligence or fraud which would
result in the failure of any such insurance policy. The related Mortgage Loan
documents require the related Borrower or a tenant of such Borrower to maintain
each such insurance policy at its expense, but authorizes the mortgagee to
maintain any such insurance policy at the related Borrower's expense upon such
Borrower's or such tenant's failure to do so (subject to any applicable notice
or cure periods). The related Mortgage and insurance policy require that any
related insurance proceeds, in excess of a specified amount, will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or to the payment of the outstanding principal balance of or accrued
interest on such Mortgage Loan.

         (26) UCC Financing Statements. One or more Uniform Commercial Code
financing statements covering all furniture, fixtures, equipment and other
personal property (a) which are collateral under the related Mortgage or under a
security or similar agreement executed and delivered in connection with such
Mortgage Loan, and (b) in which a security interest can be perfected by the
filing of Uniform Commercial Code financing statement(s) under applicable law,
have been filed or recorded (or have been sent for filing or recording) wherever
necessary to perfect under applicable law a security interest in such furniture,
fixtures, equipment and other personal property.


                                     M-4-27
<PAGE>   635


         (27) Default, Breach and Acceleration. There is no material default,
breach, violation or event of acceleration existing under the related loan
agreement, related Mortgage Note or the related Mortgage, and the Seller has no
knowledge of any event (other than failure to make payments due but not yet
delinquent) which, with the passage of time or with notice and the expiration of
any grace or cure period, would constitute a material default, breach, violation
or event of acceleration thereunder; provided that this representation and
warranty does not cover any default, breach, violation or event of acceleration
that pertains to or arises out of the subject matter otherwise covered by any
other representation and warranty made by the Seller in this Exhibit C. The
Seller has no knowledge, after performing at the time of origination of the
related Mortgage Loan due diligence customarily performed by prudent commercial
lenders at the time of such origination, that the related Borrower is a debtor
in any state or federal bankruptcy or insolvency proceeding.

         (28) Customary Provisions. The related Mortgage Note, the related
Mortgage, and the related Assignment of Leases, together with applicable state
law, contain customary and enforceable provisions (including, without
limitation, those relating to receivers) such as to render the rights and
remedies of the holder thereof adequate for the practical realization against
the related Mortgaged Property of the principal benefits of the security
intended to be provided thereby, including realization by judicial or, if
applicable, non-judicial foreclosure.

         (29) Access Routes. (a) Surveys, title insurance reports, the title
insurance policy or other relevant documents contained in the related Mortgage
File indicate that at the time of origination of such Mortgage Loan the related
Borrower had sufficient rights with respect to amenities, ingress and egress and
similar matters identified in the appraisal of the related Mortgaged Property
obtained in connection with the origination of such Mortgage Loan, as being
critical to the appraised value thereof, and (b) such Mortgaged Property was
receiving services from public or private water, sewer and other utilities that
were adequate as of the date that the Mortgage Loan was originated, and none of
such services is subject to revocation as a result of a foreclosure or change in
ownership of an adjacent property.

         (30) Mortgage Loans Secured by Ground Lease but Not Fee Interest. With
respect to each Mortgage Loan that is secured in whole or in part by the
interest of the related Borrower as lessee under a ground lease of all or a
portion of the related Mortgaged Property (a "Ground Lease"), but the related
fee interest in the portion of such Mortgaged Property covered by such Ground
Lease (the "Fee Interest") is not subject or subordinate to the lien of the
related Mortgage, the Seller hereby represents and warrants that:


          (a) as of the Closing Date, such Ground Lease is in full force and
     effect, and such Ground Lease or a memorandum thereof has been duly
     recorded in the applicable real estate records and (i) such Ground Lease
     (or the related estoppel letter or lender protection agreement between the
     Seller and related lessor) does not prohibit the interest of the related
     lessee thereunder from being encumbered by the related Mortgage and does
     not restrict the use of the related Mortgaged Property of such lessee in a
     manner that would interfere with the related Borrower's ability to make
     required principal and interest payments or to make use of such Mortgaged
     Property for the intended purposes, or a separate written agreement
     permitting such encumbrance has been obtained, and (ii) there have been no
     material changes in the terms of such Ground Lease that would be

                                     M-4-28
<PAGE>   636

     binding on the mortgagee as successor to the lessee except as set forth in
     written instruments which are part of the related Mortgage File;

          (b) the related lessee's leasehold interest in the portion of the
     related Mortgaged Property covered by such Ground Lease is not subject to
     any liens or encumbrances securing indebtedness which are superior to, or
     of equal priority with, the related Mortgage, except for liens of current
     real estate taxes and special assessments not yet delinquent or accruing
     interest or penalties;

          (c) the related lessee's interest in such Ground Lease may be
     transferred to the Purchaser and its successors and assigns through a
     foreclosure of the related Mortgage or conveyance in lieu of foreclosure
     and, thereafter, may be transferred to another Person by the related
     mortgagee and its successors and assigns, upon notice to, but without the
     consent of, the related lessor (or, if any such consent is required, either
     (i) it has been obtained prior to the Closing Date, or (ii) it may not be
     unreasonably withheld), provided that such Ground Lease has not been
     terminated and all amounts owed thereunder have been paid;


          (d) the related lessor is required to give notice of any default under
     such Ground Lease by the related lessee to the mortgagee either under the
     terms of such Ground Lease or under the terms of a separate estoppel letter
     or written agreement;

          (e) the related mortgagee is entitled, under the terms of such Ground
     Lease or a separate estoppel letter or written agreement, to receive notice
     of any default by the related lessee under such Ground Lease, and after any
     default notice, is entitled to not less than the time provided to the
     related lessee under such Ground Lease to cure such default (which is, in
     any event, a commercially reasonable time period), which is curable during
     such period before the lessor may terminate the Ground Lease; all rights of
     the related lessee under the Ground Lease may be exercised by or on behalf
     of the mortgagee;

          (f) the currently effective term of such Ground Lease (excluding any
     extension or renewal which is not binding on the lessor thereunder) extends
     not less than 20 years beyond the Stated Maturity Date of such Mortgage
     Loan;

          (g) such Ground Lease does not impose any restrictions on subletting
     which the Seller considered to be commercially unreasonable at the time of
     its origination or purchase of such Mortgage Loan or that a prudent
     commercial mortgage lender would have considered unreasonable at such date;

          (h) as of the Closing Date, (i) no event of default has occurred under
     such Ground Lease and (ii) to Seller's knowledge, no event has occurred
     which, with the passage of time, the giving of notice or both (other than
     rental or other payments being due, but not yet delinquent), would result
     in a default or an event of default under the terms of such Ground Lease;

          (i) the related lessor has agreed in a writing included in the related
     Mortgage File that such Ground Lease may not be amended, modified,
     cancelled or

                                     M-4-29
<PAGE>   637

     terminated without the prior written consent of the Seller or the mortgagee
     and that any such action without such consent is not binding upon the
     mortgagee, its successors and assigns. Unless the mortgagee fails to cure a
     default of the lessee under the Ground Lease following notice thereof from
     the lessor as set forth in clause (e) of this Paragraph 30, the lessor is
     required to enter into a new ground lease upon termination of such Ground
     Lease for any reason (including, without limitation, rejection of such
     Ground Lease in a bankruptcy proceeding);

          (j) under the terms of such Ground Lease and the related Mortgage,
     taken together, any related insurance proceeds or condemnation award (other
     than in respect of a total or substantially total loss or taking) will be
     applied either to (i) the repair or restoration of all or part of the
     related Mortgaged Property covered by such Ground Lease, with the mortgagee
     or a trustee appointed by it having the right to hold and disburse such
     proceeds as such repair or restoration progresses (except where such
     Mortgage Loan provides that the related Borrower or its agent may hold and
     disburse such proceeds with respect to any loss or taking less than a
     stipulated amount not greater than $50,000), or (ii) the payment of the
     outstanding principal balance of and accrued interest on such Mortgage
     Loan; and

          (k) there are no existing mortgages on the Fee Interest which can be
     foreclosed upon that are not subject to the Ground Lease, and the
     provisions of the Ground Lease and/or other documents related thereto and
     included as part of the related Mortgage File preclude the creation of any
     future mortgage on the Fee Interest that can be foreclosed upon not subject
     to the Ground Lease.

          (l) except for fixed or determinable increases expressly set forth in
     such Ground Lease, such Ground Lease does not permit any increase in the
     amount of rent payable by the ground lessee during the term of the Mortgage
     Loan.

          (m) the terms of any related Ground Lease have not been waived,
     modified, altered, satisfied, impaired, cancelled, subordinated, or
     rescinded in any manner which materially interferes with the security
     intended to be provided by the related Mortgage.

         (31) Deed of Trust. With respect to any related Mortgage that is a deed
of trust or trust deed, a trustee, duly qualified under applicable law to serve
as such, has either been properly designated and currently so serves or may be
substituted in accordance with applicable law. Except in connection with (a) a
trustee's sale after default by the related Borrower or (b) the release of the
related Mortgaged Property following the payment of the related Mortgage Loan in
full, no fees or expenses are payable by the Seller or the Purchaser to such
trustee.

         (32) Cross-Security. The related Mortgaged Property is not collateral
or security for the payment or performance of (a) any other obligations owed to
the originator of such Mortgage Loan or the Seller other than another Mortgage
Loan being sold, transferred and assigned by the Seller under this Agreement, or
(b) to the Seller's knowledge, any other obligations owed to any Person other
than the Seller. The related Mortgage Note is not secured by any real property
other than a Mortgaged Property. Each related Mortgage does not provide

                                     M-4-30
<PAGE>   638

or permit, without the prior written consent of the holder of the Mortgage Note,
each related Mortgaged Property to secure any other promissory note or
obligation, other than any other Mortgage Loan.

         (33) Assignment of Leases. Except with respect to the related Mortgaged
Property or that portion of the related Mortgaged Property that is occupied by
the related Borrower, the related Mortgage Loan documents contain the provisions
of an Assignment of Leases or include a separate Assignment of Leases. Any
related Assignment of Leases incorporated within the related Mortgage or set
forth in a separate Mortgage Loan document creates on recordation (with the same
priority as the related Mortgage) a valid assignment of, or security interest
in, the right to receive all payments due under the related leases, if any.

         (34) REMIC. (a) Such Mortgage Loan is principally secured by an
interest in real property and either (i) the fair market value of such real
property was at least equal to 80% of the adjusted issue price of such Mortgage
Loan on the date of origination of such Mortgage Loan or, if such Mortgage Loan
has been "significantly modified" within the meaning of Section 1001 of the
Code, on the date of such modification (unless such modification may be
disregarded under Treas. Reg. Sec. 1.860G-2(b)(3)), or (ii) substantially all of
the proceeds of such Mortgage Loan were used to acquire or improve or protect an
interest in real property that, at origination of such Mortgage Loan, was the
only security for such Mortgage Loan; (b) such Mortgage Loan contains no equity
participation by the Seller, and neither the related Mortgage Note nor the
related Mortgage provides for any contingent or additional interest in the form
of participation in the cash flow or proceeds realized on disposition of the
related Mortgaged Property; and (c) such Mortgage Loan is a "qualified mortgage"
as defined in, and for purposes of, Section 860G(3)(A) of the Code and provides
for the payments of interest at a fixed rate or at a rate described in Treas.
Reg. Sec. 1.860G-1(a)(3).

         (35) Environmental Site Assessments. Environmental Site Assessments
(collectively, the "ESAs"), transaction screen assessments, studies or updates
prepared or obtained within [ ] months prior to the Closing Date in connection
with the origination of such Mortgage Loan identified no material adverse
environmental conditions or circumstances anticipated to require any material
expenditure with respect to any Mortgaged Property, except for: (a) those cases
where such conditions or circumstances were investigated further and, based upon
such additional investigation, a qualified environmental consultant recommended
no further investigation or remediation; (b) those cases in which an operations
and maintenance plan was recommended by the environmental consultant and such
plan was obtained or an escrow reserve established to cover the estimated costs
of obtaining such plan; (c) those conditions in which soil or groundwater
contamination was suspected or identified and either (i) such condition or
circumstance was remediated or abated prior to the date of closing of the
related Mortgage Loan, (ii) a "no further action" letter was obtained from the
applicable regulatory authority, or (iii) either an environmental insurance
policy was obtained, a letter of credit provided, an escrow reserve account
established, or an indemnity from the responsible party was obtained, to cover
the estimated costs of any required investigation, testing, monitoring or
remediation; or (d) those cases in which (i) a leaking underground storage tank
or groundwater contamination was identified to be located on or to have
originated from an offsite property, (ii) a responsible party has been
identified under applicable law, and (iii) either such condition is not known to
have affected the Mortgaged Property or the responsible party has either
received a "no

                                     M-4-31
<PAGE>   639

further action" letter from the applicable regulatory agency, established a
remediation fund, or provided a guaranty or indemnity to the related Borrower.

         (36) Notice of Environmental Problem. Other than with respect to any
conditions identified in the ESAs, transaction screen assessments, studies or
updates referred to in Paragraph 34 of this Exhibit C above, the Seller: (a) has
not received actual notice from any federal, state or other governmental
authority of (i) any failure of the related Mortgaged Property to comply with
any applicable Environmental Laws, or (ii) any known or threatened release of
Hazardous Materials on or from such Mortgaged Property in violation of any
applicable Environmental Laws; (b) has not received actual notice from the
related Borrower that (i) such Borrower has received any such notice from any
such governmental authority, (ii) such Mortgaged Property fails to comply with
any applicable Environmental Laws, or (iii) such Borrower has received actual
notice that there is any known or threatened release of Hazardous Materials on
or from such Mortgaged Property in violation of any applicable Environmental
Laws; or (c) has no actual knowledge that (i) the related Mortgaged Property
fails to materially comply with any applicable Environmental Laws or (ii) there
has been any known or threatened release of Hazardous Materials on or from such
Mortgaged Property where such release falls outside the exceptions (a) through
(d) of Paragraph 35 of this Exhibit C above.

         (37) Recourse. The related Mortgage Loan documents contain standard
provisions providing for recourse against the related Borrower or a principal of
such Borrower for damages sustained in connection with the Borrower's fraud,
material misrepresentation or misappropriation of any tenant security deposits,
rent, insurance proceeds or condemnation proceeds. The related Mortgage Loan
documents contain provisions pursuant to which the related Borrower or a
principal of such Borrower has agreed to indemnify the mortgagee for damages
resulting from violations of any applicable Environmental Laws.

         (38) Environmental Compliance. Each Mortgage Loan contains either a
representation, warranty or covenant that the related Borrower will not use,
cause or permit to exist on the related Mortgaged Property any Hazardous
Materials in violation of any applicable Environmental Laws or an indemnity with
respect to any such violation in favor of the Seller.


         (39) Inspection. The Seller or originator has inspected the related
Mortgaged Property or caused such Mortgaged Property to be inspected within the
12 months preceding the Closing Date.


         (40) Subordinate Debt. Except as has been disclosed in the Mortgage
Loan Schedule, the related Mortgage contains a provision for the acceleration
of the payment of the unpaid principal balance of such Mortgage Loan in the
event that the related Borrower encumbers the related Mortgaged Property without
the prior written consent of the mortgagee thereunder. At the time of
origination, the Mortgaged properties were not, and to the Seller's knowledge,
the Mortgaged Properties are not encumbered by any liens junior to the liens of
the related Mortgages. The Mortgage Loans do not permit the Borrowers to obtain
financing secured by the Mortgaged Properties that is subordinate to or of equal
priority with the lien of the Mortgage without lender's consent.


                                     M-4-32
<PAGE>   640


         (41) Common Ownership. To Seller's knowledge, no two properties
securing Mortgage Loans are directly or indirectly under common ownership except
to the extent that such common ownership and the ownership structure have been
specifically disclosed in Schedule C-3.


         (42) Operating or Financial Statement. The related Mortgage Loan
documents require the related Borrower to furnish to the mortgagee at least
annually an operating statement (or a balance sheet and a statement of income
and expenses) with respect to the related Mortgaged Property or, in the case of
a borrower-occupied Mortgaged Property, a financial statement with respect to
the related Borrower.


         (43) Litigation. To the best of the Seller's knowledge as of the date
of origination or purchase of such Mortgage Loan, and to the Seller's knowledge
thereafter, there is no pending action, suit, proceeding, arbitration or
governmental investigation with respect to the related Borrower or Mortgaged
Property which if determined adversely to the related Borrower would have a
material adverse effect on the value of the related Mortgaged Property or such
Borrower's ability to continue to perform its obligations under such Mortgage
Loan.

         (44) ARD Loans. With respect to each Mortgage Loan that is an ARD Loan,
it commenced amortizing on its initial scheduled Due Date (or, in the case of
certain interest-only Mortgage Loans, as otherwise set forth in the related
Mortgage Notes) and provides that: (a) the spread used in calculating its
Mortgage Rate will increase by no more than five percent (5%) in connection with
the passage of its Anticipated Repayment Date; (b) its Anticipated Repayment
Date is of the term specified [in the Mortgage Loan Schedule] following the
origination of such Mortgage Loan; (c) no later than the related Anticipated
Repayment Date, if it has not previously done so, the related Borrower is
required to enter into a "lockbox agreement" whereby all revenue from the
related Mortgaged Property shall be deposited directly into a designated account
controlled by the Servicer; and (d) any cash flow from the related Mortgaged
Property that is applied to amortize such Mortgage Loan following its
Anticipated Repayment Date shall, to the extent such net cash flow is in excess
of the Monthly Payment payable therefrom, be net of budgeted and discretionary
(lender approved) capital expenditures.

         (45) Due-on-Sale. The related Mortgage contains a "due-on-sale" clause
that provides for the acceleration of the payment of the unpaid principal
balance of such Mortgage Loan if, without the prior written consent of the
mortgagee, the related Mortgaged Property subject to such Mortgage is directly
or indirectly transferred or sold; provided that certain of the Mortgages permit
(a) changes in ownership between existing partners and members, (b) transfers to
family members (or trusts for the benefit of family members), affiliated
companies and certain specified individuals and entities, (c) issuance by the
related borrower of new partnership or membership interests, (d) certain other
changes in ownership for estate planning purposes, or (e) certain other
transfers similar in nature to the foregoing that are consistent with customary
commercial lending practices.

         (46) Loan Origination; Loan Underwriting. Each Mortgage Loan was
originated by the Seller, an affiliate of Seller or an originator approved by
the Seller, or was purchased by the related Seller, and each Mortgage Loan
substantially complied with all of the terms, conditions and requirements of the
Seller's underwriting standards in effect at the time of

                                     M-4-33
<PAGE>   641

its origination or purchase of such Mortgage Loan, subject to such exceptions as
the Seller approved.

         (47) Interest Accrual. Each related Mortgage Loan accrues interest on
an Actual/360 Basis or on a 30/360 Basis; and such Mortgage Loan accrues
interest (payable monthly in arrears) at a fixed rate of interest throughout the
remaining term of such Mortgage Loan (except if such Mortgage Loan is an ARD
Loan, in which case the accrual rate for interest will increase after its
Anticipated Repayment Date, and except in connection with the occurrence of a
default and the accrual of default interest).


         (48) Cut-off Date Balance. No Mortgage Loan, together with any other
Mortgage Loan made to the same Borrower or to an Affiliate of such Borrower,
represents more than 5% of the aggregate Cut-off Date Balance of the Mortgage
Pool.


         (49) Due Date. The Due Date for each Mortgage Loan is scheduled to be
the first day of the month (or the following business day, if such first day is
not a business day).


         (50) Appraisal. An appraisal of the related Mortgaged Property was
conducted in connection with the origination of such Mortgage Loan. Such
appraisal satisfied either: (A) the requirements of the "Uniform Standards of
Professional Appraisal Practice" as adopted by the Appraisal Standards Board of
the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, in either case as in
effect on the date such Mortgage Loan was originated.


         (51) No Release. No Mortgage Loan has been satisfied in full, and
except as expressly contemplated by the related loan agreement or other
documents contained in the related file, no material portion of the Mortgaged
Property has been released.


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

         Each representation and warranty of the Seller set forth in this
Exhibit C, to the extent related to the enforceability of any instrument,
agreement or other document or as to offsets, defenses, counterclaims or rights
of rescission related to such enforceability, is qualified to the extent that
(a) enforcement may be limited (i) by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally as from time to time in effect, (ii) by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law), and (iii) by any applicable anti-deficiency law or statute; and (b)
such instrument, agreement or other document may contain certain provisions
which may be unenforceable in accordance with their terms, in whole or in part,
but the unenforceability of such provisions will not (subject to the
qualification in clause (a) above) (i) cause the related Mortgage Note or the
related Mortgage to be void in their entirety, (ii) invalidate the related
Borrower's obligation to pay interest at the stated interest rate of such
Mortgage Note on, and repay the principal of, the related Mortgage Loan in
accordance with the payment terms of such Mortgage Note, such Mortgage and other
written agreements delivered to the Seller in connection therewith, (iii)
invalidate the obligation of any related guarantor to pay guaranteed obligations
with respect to interest at the stated interest rate of such Note on, and the
principal of, such Mortgage Loan in accordance with the payment terms of such
guarantor's

                                     M-4-34
<PAGE>   642

written guaranty, (iv) impair the mortgagee's right to accelerate and demand
payment of interest at the stated interest rate of such Mortgage Note on, and
principal of, such Mortgage Loan upon the occurrence of a legally enforceable
default, or (v) impair the mortgagee's right to realize against the related
Mortgaged Property by judicial or, if applicable, non-judicial foreclosure.





                                     M-4-35
<PAGE>   643



                                  SCHEDULE C-1


                         EXCEPTIONS TO THE MORTGAGE LOAN
                         REPRESENTATIONS AND WARRANTIES

13. First Lien; 24. Title Insurance


With respect to the Traders Tower - Self Park Loan, lender has no evidence of
the recording of a cross-easement agreement entered into subsequent to loan
closing that both benefits and burdens the mortgaged property. The
cross-easement agreement is not reflected in the title insurance policy as part
of the insured estate and is not reflected as a title exception in such policy.

30.  Mortgage Loans Secured by Ground Lease But Not Fee Interest

With respect to the 29200 Northwestern Highway Loan that is secured in part by
the Borrower's leasehold interest pursuant to a ground lease, the terms of the
related ground lease are not subject or subordinate to the lien of the related
Mortgage. Further, the Seller hereby amends Sections 30(a), 30(c) through 30(g)
and 30(i) through 30(m) to read as follows with respect to such ground lease:

     a) Neither the ground lease nor a memorandum thereof has been recorded in
the applicable real estate records. The ground lease documents in the related
Mortgage File do not prohibit the interest of the related lessee thereunder from
being encumbered by the related Mortgage, nor do they restrict the use of the
related Mortgaged Property of such lessee in a manner that would interfere with
the related Borrower's ability to make required principal and interest payments
or to make use of such Mortgaged Property for the intended purposes. To the
Seller's knowledge, the ground lease is in full force and effect, and there have
been no material changes in the terms of such Ground Lease that would be binding
on the mortgagee as successor to the lessee except as set forth in written
instruments which are part of the related Mortgage File.

     c) The ground lease documents in the related Mortgage File do not prohibit
the transfer of the related lessee's interest to the Purchaser and its
successors and assigns through a foreclosure of the related Mortgage or
conveyance in lieu of foreclosure or the transfer thereafter to another Person
by the related mortgagee and its successors and assigns without the consent of
the related ground lessor.

     d) The ground lease documents in the related Mortgage File do not require
the related lessor to give notice of any default under such Ground Lease by the
related lessee to the mortgagee.

     e) The terms of the ground lease do not require that the related mortgagee
receive notice of any default by the related lessee under such ground lease, nor
does such ground lease provide time for such mortgagee to cure a default by the
lessee.

     f) The ground lease is a month-to-month lease.


                                     M-4-36
<PAGE>   644


     g) The terms of the ground lease do not prohibit subletting.

     i) The ground lease documents contained in the Mortgage File do not require
that the lessor obtain the prior written consent of the mortgagee to an
amendment, modification, cancellation or termination of the ground lease. The
ground lease documents do not require the ground lessor to enter into a new
ground lease with the mortgagee upon termination of the existing ground lease
for any reason.

     j) The terms of the ground lease do not prohibit that any related insurance
proceeds or condemnation award (other than in respect of a total or
substantially total loss or taking) will be applied either to (i) the repair or
restoration of all or part of the related Mortgaged Property covered by such
ground lease, with the mortgagee or a trustee appointed by it having the right
to hold and disburse such proceeds as such repair or restoration progresses
(except where such Mortgage Loan provides that the related Borrower or its agent
may hold and disburse such proceeds with respect to any loss or taking less than
a stipulated amount not greater than $50,000), or (ii) the payment of the
outstanding principal balance of and accrued interest on such Mortgage Loan.

     k) To Seller's knowledge, there are no existing mortgages on the Fee
Interest which can be foreclosed upon that are not subject to the ground lease.
The provisions of the ground lease documents contained in the related Mortgage
File do not preclude the creation of any future mortgage on the Fee Interest
that can be foreclosed upon not subject to the ground lease.

     l) The ground lease documents contained in the Mortgage File do not permit
any increase in the amount of rent payable by the lessee during the term of the
Mortgage Loan.

     m) To Seller's knowledge, the terms of the ground lease have not been
waived, modified, altered, satisfied, impaired, cancelled, subordinated or
rescinded in any manner which materially interferes with the security intended
to be provided by the related Mortgage, except as expressly set forth in the
ground lease documents contained in the Mortgage File.

     At closing, the borrower funded a $100,000 cash escrow and delivered a
$250,000 letter of credit as additional security for the Mortgage Loan in
anticipation of the borrower's purchase in fee of the ground leased portion of
the Mortgaged Property.

49. Due Date

     With respect to the Mabek CO. L.P. Loan, the Due Date is scheduled to be
the fifth day of the month, and there is no applicable grace period.




                                     M-4-37
<PAGE>   645
                                  SCHEDULE C-2

                     RESERVE ACCOUNTS CONTROLLED BY SELLER
<PAGE>   646
                                  SCHEDULE C-2

                       PROPERTIES UNDER COMMON OWNERSHIP
<PAGE>   647


                                   EXHIBIT D-1


                       FORM OF CERTIFICATE OF A SECRETARY
                      OR ASSISTANT SECRETARY OF THE SELLER

                    Certificate of Assistant Secretary of [     ]

         I, [_____________], hereby certify that I am a duly elected and acting
Assistant Secretary of [_____________] (the "Company"), and certify further as
follows:

     The Company is a ______________ duly organized and validly existing under
the laws of ____________;

     Attached hereto as Exhibit A is a true, correct and complete copy of the
organizational documents of the Company, as in full force and effect on the date
hereof;

     Attached hereto as Exhibit B is a certificate of the [Secretary of State of
the State of ____________] [Comptroller of the Currency], issued within [ten]
days of the date hereof with respect to the good standing of the Company;

     Since the date of the certificate of good standing referred to in clause 3
above, the Company has not received any notification from the [Secretary of
State of the State of ____________] [Comptroller of the Currency], or from any
other source, that the Company is not in good standing in ____________;

     Attached hereto as Exhibit C are the resolutions of the board of directors
of the Company authorizing the transactions contemplated by the Mortgage Loan
Purchase Agreement dated as of December __, 2000 (the "Mortgage Loan Purchase
Agreement"), between Salomon Brothers Mortgage Securities VII, Inc. ("SBMS VII")
and the Company, including the sale of the subject mortgage loans (the "Mortgage
Loans") by the Company to SBMS VII. Such resolutions are in full force and
effect on the date hereof and are not in conflict with any other resolutions of
the board of directors of the Company in effect on the date hereof.

     The Mortgage Loans do not constitute all or substantially all of the assets
of the Company.

     To the best of my knowledge, no proceedings looking toward liquidation or
dissolution of the Company are pending or contemplated; and

     Each person who, as an officer or representative of the Company, signed (a)
the Mortgage Loan Purchase Agreement, (b) the Indemnification Agreement referred
to in the Mortgage Loan Purchase Agreement (the "Indemnification Agreement"),
and (c) any other document or certificate delivered on or before the date hereof
in connection with the transactions contemplated by the foregoing documents,
was, at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such

                                     M-4-38
<PAGE>   648

officer or representative, and the signature of such persons appearing on such
documents are their genuine signatures.

     Capitalized terms used but not otherwise defined herein have the respective
meanings assigned to them in the Mortgage Loan Purchase Agreement and, if not
defined therein, then in the Indemnification Agreement.

         IN WITNESS WHEREOF, I have hereunto signed my name as of __________,
2000.



                                          By:
                                               ---------------------------------
                                          Name:
                                          Title:  [Assistant] Secretary


         The undersigned, an officer of the Company hereby certifies that
_____________ is the duly elected and qualified and acting [Assistant] Secretary
of the Company and that the signature appearing above is his/her genuine
signature.

         IN WITNESS WHEREOF, I have hereunto signed my name as of December ___,
2000.



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




                                     M-4-39
<PAGE>   649


                                   EXHIBIT D-2


                        FORM OF CERTIFICATE OF THE SELLER


         In connection with the execution and delivery by _____________ (the
"Company") of, and the consummation of the transactions contemplated by, that
certain Mortgage Loan Purchase Agreement dated as of December __, 2000 (the
"Mortgage Loan Purchase Agreement"), between Salomon Brothers Mortgage
Securities VII, Inc. ("SBMS VII") and the Company, the Company hereby certifies
that (i) its representations and warranties set forth in the Mortgage Loan
Purchase Agreement and in the Indemnification Agreement referred to in the
Mortgage Loan Purchase Agreement (the "Indemnification Agreement"; and, together
with the Mortgage Loan Purchase Agreement, the "Agreements"), are true and
correct in all material respects at and as of the date hereof (or, in the case
of the representations an warranties set forth in Exhibit C of the Mortgage Loan
Purchase Agreement, as of such other date specifically provided in the
particular representation and warranty) with the same effect as if made on the
date hereof (or, in the case of the representations and warranties set forth in
Exhibit C of the Mortgage Loan Purchase Agreement, on such other date
specifically provided in the particular representation and warranty), and (ii)
it has, in all material respects, complied with all the agreements and satisfied
all the conditions on its part required under the Mortgage Loan Purchase
Agreement to be performed or satisfied at or prior to the date hereof.
Capitalized terms used but not otherwise defined herein have the respective
meanings assigned to them in the Mortgage Loan Purchase Agreement and, if not
defined therein, then in the Indemnification Agreement.

         Certified this ___ day of December, 2000.






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





                                     M-4-40
<PAGE>   650
                                  EXHIBIT D-3A

                      FORM OF OPINION OF IN-HOUSE COUNSEL
                                 TO THE SELLER


December 12, 2000

TO THE PARTIES LISTED ON ATTACHED SCHEDULE A

Re:  Mortgage Loan Purchase

Ladies and Gentlemen:

I am Senior Counsel of ABN AMRO North America, Inc., an affiliate of LaSalle
Bank National Association (the "Bank"), and as such, I am familiar with that
certain Mortgage Loan Purchase Agreement (the "Agreement") dated as of December
12, 2000 between the Bank and Salomon Brothers Mortgage Securities VII, Inc.
Terms used herein without definition shall have the meanings given such terms in
the Agreement.

I have examined executed counterparts of the Agreement and such other documents,
opinions and certificates as I have deemed necessary or appropriate to render
this opinion. In making such examination of documents, I have assumed that the
parties to documents requiring execution and delivery, other than the Bank, have
the power to enter into and perform all of their respective obligations
thereunder, and I have also assumed the due authorization by, and the due
execution and delivery of, such documents by each such party.

Based upon the foregoing and my examination of such other matters of fact and
law as I deem appropriate to the opinions expressed herein, I am of the opinion
that:

1.       The Bank is a national banking association duly organized, validly
existing and in good standing under the laws of the United States of America.

2.       The execution, delivery and performance by the Bank of the Agreement is
within the power of the Bank and has been duly authorized by all necessary
action on the part of the Bank, and neither the consummation of the transactions
contemplated therein nor the fulfillment of the terms thereof will conflict with
or constitute a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Bank pursuant to, any
contract, indenture, mortgage, or other instrument to which the Bank is a party
or by which it may be bound of which I am aware, nor will such action result in
any violation of the provisions of the articles of association or bylaws of the
Bank, or any statute, rule or regulation to which the Bank is subject or by
which it is bound or any writ, injunction or decree of any court, governmental
authority or regulatory body to which it is subject or by which it is bound of
which I am aware.


                                     M-4-41
<PAGE>   651


December 12, 2000
Page 2


3.       There is no action, suit or proceeding of which I am aware before or by
any court or governmental agency or body, domestic or foreign, now pending or to
the best of my knowledge, threatened against the Bank which might result in any
material adverse change in the financial condition, earnings, affairs or
business of the Bank, or which might materially and adversely affect the
properties or assets thereof or might materially and adversely affect the
performance by the Bank of its obligations under, or the validity or
enforceability of, the Agreement.

4.       To my knowledge, the Bank is not in default with respect to any order
or decree of any court or any order, regulation or decree of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect its ability to perform its obligations
under the Agreement.

5.       To my knowledge, no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and
performance by the Bank of or compliance by the Bank with the Agreement or the
consummation of the transactions contemplated by the Agreement, other than those
which have been obtained by the Bank or which the failure to obtain would not
materially and adversely affect its ability to perform its obligations under the
Agreement.

I am a member of the bar of the State of Illinois and, do not express any
opinion with respect to the laws of any jurisdiction other than the State of
Illinois and the Federal Law of the United States of America.

This opinion is solely for your benefit and that of Mayer, Brown & Platt, 190
South LaSalle Street, Chicago, Illinois, and may not be relied upon, nor may
copies be delivered to, any other person without the written consent of the
undersigned.

Sincerely



Kirk P. Flores

KPF:mc



                                     M-4-42
<PAGE>   652




                                   SCHEDULE A


Salomon Brothers Mortgage Securities VII, Inc.

Salomon Smith Barney Inc.

Greenwich Capital Markets, Inc.

Chase Securities Inc.

Deutsche Bank Securities Inc.

J.P. Morgan Securities Inc.

                                     M-4-43
<PAGE>   653

                                  EXHIBIT D-3B


                     FORM OF OPINION OF MAYER BROWN & PLATT,
                          SPECIAL COUNSEL TO THE SELLER







                                December 12, 2000



Salomon Brothers Mortgage Securities VII, Inc.
Salomon Smith Barney Inc.
Greenwich Capital Markets, Inc.
Chase Securities Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
ABN AMRO Bank N.V.


Re:      Series 2000-C3 Commercial Mortgage Pass-Through Certificates


Ladies and Gentlemen:


         This opinion is being provided to you by the undersigned, as special
counsel to LaSalle Bank National Association (in such capacity, "LaSalle"), in
relation to that certain Mortgage Loan Purchase Agreement, dated as of December
12, 2000 (the "Mortgage Loan Purchase Agreement"), between LaSalle, as seller,
and Salomon Brothers Mortgage Securities VII, Inc., as purchaser (the
"Purchaser"), relating to the sale by LaSalle of certain fixed rate commercial
and multifamily mortgage loans (the "Mortgage Loans") to the Purchaser.
Capitalized terms not otherwise defined herein have the meanings assigned to
them in the Mortgage Loan Purchase Agreement.


         Pursuant to a certain Pooling and Servicing Agreement, dated as of
December 1, 2000 (the "Pooling and Servicing Agreement") among the Purchaser, as
depositor, Midland Loan Services, Inc., as master servicer Lennar Partners,
Inc., as special servicer, Wells Fargo Bank Minnesota, N.A., as trustee (the
"Trustee") and LaSalle Bank National Association, as certificate administrator
and tax administrator, the Purchaser will transfer the Mortgage Loans, along
with certain other fixed rate commercial and multifamily mortgage loans, to the
Trustee to establish a trust fund (the "Trust Fund"), and the Trust will issue
the Commercial Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") representing interests in the Trust Fund. Eighteen classes of
Certificates representing beneficial interests in the Trust Fund will be issued
pursuant to the Pooling and Servicing Agreement, (i) the Class A-1, Class A-2,
Class B, Class C, Class D, Class E and Class F Certificates (the "Public
Certificates") and (ii) the Class X, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class P, Class R and Class Y Certificates (the "Private
Certificates").


         This opinion is being delivered pursuant to Sections 7(i) and 7(k) of
the Mortgage Loan Purchase Agreement.



                                     M-4-44

<PAGE>   654

December 12, 2000
Page 2


         In rendering this opinion, we have examined and relied upon executed
copies of the Mortgage Loan Purchase Agreement, the Pooling and Servicing
Agreement and originals or copies, certified or otherwise identified to our
satisfaction, of such certificates and other documents as we have deemed
appropriate for the purposes of rendering this opinion. We have examined and
relied upon, among other things, the documents and opinions delivered to you at
the closing being held today relating to the Certificates, as well as (a) the
Prospectus (the "Base Prospectus") and the related Prospectus Supplement (the
"Prospectus Supplement", and together with the Base Prospectus, the
"Prospectus"), each dated December 12, 2000, relating to the Public Certificates
in the form they were filed pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended, and (b) the Private Placement Memorandum,
dated December 12, 2000 (the "Memorandum"), relating to the Private Certificates
(other than the Class R and Class Y Certificates).


         In conducting our examination, we have assumed, without investigation,
the legal capacity of all natural persons, the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. We have, with your permission, also relied upon the opinion of even
date herewith of Kirk P. Flores, Senior Counsel of ABN AMRO North America, Inc.,
an affiliate of LaSalle, addressed to you. As to any facts material to the
opinions expressed herein which were not independently established or verified,
we have relied upon oral or written statements and representations of officers
and other representatives of LaSalle and others.


         We are members of the bar of the State of New York and do not purport
to be experts on or to express any opinion herein concerning any laws other than
the laws of the State of New York and the federal laws of the United States of
America. We express no opinion herein as to the laws of any other jurisdiction.


         Based upon the matters stated herein and upon such investigation as we
have deemed necessary, we are of the opinion that the Mortgage Loan Purchase
Agreement, upon due authorization, execution and delivery by the Purchaser, will
constitute a valid and binding agreement of LaSalle, enforceable against LaSalle
in accordance with its terms, except as enforceability may be limited by (a)
bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization,
fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting the enforcement of creditors' rights generally or the rights of
creditors of banks, (b) general principles of equity and public policy
considerations, whether enforcement is sought in a proceeding in equity or at
law or (c) by principles of reasonableness, good faith and fair dealing.

                                     M-4-45

<PAGE>   655


December 12, 2000
Page 3

         In rendering the opinion expressed above, we express no opinion
regarding any severability provision in the Mortgage Loan Purchase Agreement. We
also express no opinion as to the enforceability under certain circumstances of
provisions, indemnifying a party against liability or requiring contribution
from a party for liability to the extent that any such provision may be deemed
to cover matters under Federal securities laws or where such indemnification or
contribution is contrary to public policy. The opinion expressed above is
subject to the further qualification that certain of the remedial provisions in
the Mortgage Loan Purchase Agreement may be limited or rendered ineffective or
unenforceable in whole or in part under the laws of the State of New York (but
the inclusion of such provisions, subject to the immediately preceding sentence
and clauses (a), (b) and (c) of the preceding paragraph, does not make the
remedies provided by the Mortgage Loan Purchase Agreement inadequate for the
practical realization of the rights and benefits purported to be provided
thereby, except for the economic consequences of procedural or other delay).


         We also express no opinion as to (i) any provision relating to
jurisdiction or service of process other than in respect of the courts of the
State of New York, (ii) any forum selection or waiver of venue or waiver of jury
trial provision, or (iii) whether a federal or state court or inside of the
State of New York would give effect to the choice of law provided in the
Agreement.


         Except as set forth below, we have not ourselves checked the accuracy
or completeness of, or otherwise independently verified, the information
furnished with respect to the Prospectus Supplement or the Memorandum. As you
are aware, except for our review of copies of certain Mortgage Loan Documents,
generally including the Mortgage Note, the Mortgage and the title insurance
policy for the Mortgage Loans provided by LaSalle and identified on Schedule I
attached hereto, we did not examine or review the Mortgage Loan Files relating
to the Mortgage Loans, although we did review the asset summaries and loan
committee presentations (collectively, the "Asset Summaries") furnished and
prepared by LaSalle with respect to the Mortgage Loans sold under the Mortgage
Loan Purchase Agreement. We did not, however, with your permission, check the
accuracy or completeness of or otherwise independently verify the information
contained in the Asset Summaries. Moreover, we note that we were advised by
LaSalle in connection with our review of the Asset Summaries that such Asset
Summaries were summaries only, and in certain instances being continually
updated and corrected and were not intended to be relied on for a complete legal
description of each Mortgage Loan.


         In the course of the preparation by the Purchaser of the Prospectus
Supplement and the Memorandum, we have participated in conferences with certain
officers of LaSalle, the Purchaser, counsel to the Purchaser and your
representatives, during which the contents of the Prospectus Supplement and the
Memorandum and related matters were discussed and, at your


                                     M-4-46

<PAGE>   656

December 12, 2000
Page 4


request we have reviewed the information contained in the Prospectus Supplement
(other than the financial and statistical information presented in tabular form)
under the headings "Summary of the Prospectus Supplement -- The Mortgage Pool,"
"Risk Factors -- Risks Related to the Underlying Mortgage Loans" and
"Description of the Mortgage Pool," in each case to the extent it relates to
LaSalle and the Mortgage Loans (collectively, the "Selected Information"). On
the basis of the discussions and limited review referred to above, although we
are not passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Prospectus
Supplement and the Memorandum, and without independent check or verification of
the Selected Information except as stated, no facts have come to our attention
that causes us to believe that the Selected Information set forth in either the
Prospectus Supplement or the Memorandum (other than financial and statistical
data included or not included therein or incorporated by reference therein, as
to which we express no opinion), as of its issue date or at the date hereof,
contained any untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


         Whenever our opinion with respect to the existence or absence of facts
is indicated to be based on our knowledge or awareness, we are referring to the
actual knowledge of the Mayer, Brown & Platt attorneys who have represented you
in connection with the transactions contemplated by the Agreements. Except as
expressly set forth herein, we have not undertaken any independent investigation
to determine the existence or absence of such facts and no inference as to our
knowledge concerning such facts should be drawn from the fact that such
representation has been undertaken by us.


         This letter is limited to the specific issues addressed herein and the
opinion rendered above is limited in all respects to laws and facts existing on
the date hereof. By rendering this opinion, we do not undertake to advise you
with respect to any other matter or of any change in such laws or facts or in
the interpretations of such laws which may occur after the date hereof.


         We are furnishing this opinion to you solely for your benefit. This
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose, except that the persons listed on Exhibit A hereto may rely upon
this opinion to the extent set forth on Exhibit A in connection with their
rating of the Certificates to the same extent as if this opinion had been
addressed to them.


                                         Very truly yours,


                                     M-4-47


<PAGE>   657
December 12, 2000
Page 5





                                                  Mayer, Brown & Platt


DC/JAJ

                                     M-4-48

<PAGE>   658


                                   SCHEDULE I
                                       TO
                          MAYER, BROWN & PLATT OPINION


LaSalle Loan Number                 Property Name
-------------------                 -------------







                                     M-4-49

<PAGE>   659


                                    EXHIBIT A
                                       TO
                          MAYER, BROWN & PLATT OPINION

                 PERSONS WHO MAY RELY UPON THE OPINION RENDERED
                  IN THE FIFTH FULL PARAGRAPH ON PAGE 2 OF THE
                OPINION LETTER TO WHICH THIS EXHIBIT IS ATTACHED


Moody's Investor's Service, Inc.


Standard & Poor's Ratings Services, a division of the McGraw Hill Companies,
Inc.


                                     M-4-50


<PAGE>   660

EXHIBIT N


                      SCHEDULE OF DESIGNATED SUB-SERVICERS


                             [SEE ATTACHED SCHEDULE]






<PAGE>   661



<TABLE>
<CAPTION>
                                                                                                         RETAINED
                                                                                     CUT-OFF           SUB-SERVICING
CONTROL NUMBER   LOAN NUMBER     LOAN / PROPERTY NAME                              DATE BALANCE          FEE RATE
<S>              <C>             <C>                                              <C>                  <C>
    104          03-0812051      Westland Meadows                                    22,714,214.38         0.0500%
    106          6603559         149 New Montgomery Street                           18,809,602.27         0.0400%
    112          11483           Pacific Plaza                                       16,426,642.13         0.0700%
    113          6603432         Seatac Village Shopping Center                      16,087,967.31         0.0750%
    118          6604594         85 Devonshire Street/258-262 Washington Street      13,650,000.00         0.0700%

    122          03-0810402      Simchik Four Property Portfolio                      9,975,377.47         0.0600%
    122a         03-0810402a     100 Market Street
    122b         03-0810402b     9 Executive Park Drive
    122c         03-0810402c     1255 South Willow Street
    122d         03-0810402d     135 Daniel Webster Highway

    129          11312           Burlington Self Storage                              7,984,459.40         0.0700%
    130          11358           Boynton Plaza                                        7,679,220.02         0.0700%
    132          10511           Garden Ridge                                         7,095,636.48         0.0700%
    133          2010092         300 West Pratt Street                                7,018,345.03         0.0700%
    134          2010093         The GTE Building                                     6,877,665.29         0.0700%
    135          2010096         Hamlin Court                                         6,810,392.89         0.0700%
    140          16              Horizon Health Center                                5,836,517.68         0.0400%
    145          6603550         Arlington Heights Apartments                         5,541,084.10         0.0900%
    149          6604949         Villa de Mission East                                5,178,495.88         0.0750%
    150          9911010085      Calaveras Landing Shopping Center                    5,173,541.50         0.0700%
    151          1010091         Healtheon                                            5,145,165.22         0.0700%
    156          6605190         Town Green at Wilton Center                          4,907,937.15         0.1250%
    158          6603687         Tivoli Gardens Apartments                            4,369,641.03         0.0800%
    163          6604565         Franklinton Square Shopping Center                   4,183,599.97         0.1000%
    165          11432           Greenhill Corporate Center                           4,089,787.90         0.0700%
    169          6603484         The Cascades                                         3,963,919.71         0.0900%
    181          9910010082      Lafayette Business Park                              3,383,354.91         0.0700%
    182          11573           Arrow Business Center                                3,246,693.32         0.0700%
    183          23              Palm Haven Mobile Home Park                          3,192,703.97         0.0600%
    187          HHCC0064        Fran Murphy Building                                 3,044,546.48         0.0600%
    192          10896           Weatherbridge Center Buildings II and III            2,842,834.15         0.0700%
    194          9904010054      1201 Sharp Street                                    2,758,739.76         0.0700%
    199          27              Fountain Place Apartments                            2,525,985.85         0.0600%
    207          6605277         Broadway Plaza Building                              2,394,273.84         0.0900%
    211          HHCC0063        Peppertree Apartments                                2,363,873.79         0.0600%
    229          6605203         Mini-City Self Storage                               1,664,338.67         0.0900%
    233          31              Kendall Manor Apartments                             1,496,527.07         0.0600%
    254          32              Wickiup Mobile Home & RV Park                        1,133,070.73         0.0600%
</TABLE>



<TABLE>
<CAPTION>

                                                                                  NG
CONTROL NUMBER   LOAN NUMBER     LOAN / PROPERTY NAME                                      SUB-SERVICER
<S>              <C>             <C>                                                    <C>
    104          03-0812051      Westland Meadows                                       Bernard Financial
    106          6603559         149 New Montgomery Street                              LJ Melody & Company, Inc.
    112          11483           Pacific Plaza                                          Continental Wingate
    113          6603432         Seatac Village Shopping Center                         LJ Melody & Company, Inc.
    118          6604594         85 Devonshire Street/258-262 Washington Street         LJ Melody & Company, Inc.

    122          03-0810402      Simchik Four Property Portfolio                        Meredith & Grew
    122a         03-0810402a     100 Market Street
    122b         03-0810402b     9 Executive Park Drive
    122c         03-0810402c     1255 South Willow Street
    122d         03-0810402d     135 Daniel Webster Highway

    129          11312           Burlington Self Storage                                Continental Wingate
    130          11358           Boynton Plaza                                          Continental Wingate
    132          10511           Garden Ridge                                           Continental Wingate
    133          2010092         300 West Pratt Street                                  Continental Wingate
    134          2010093         The GTE Building                                       Continental Wingate
    135          2010096         Hamlin Court                                           Continental Wingate
    140          16              Horizon Health Center                                  Bernard Financial
    145          6603550         Arlington Heights Apartments                           LJ Melody & Company, Inc.
    149          6604949         Villa de Mission East                                  Holliday Fenoglio Fowler, L.P.
    150          9911010085      Calaveras Landing Shopping Center                      Continental Wingate
    151          1010091         Healtheon                                              Continental Wingate
    156          6605190         Town Green at Wilton Center                            Holliday Fenoglio Fowler, L.P.
    158          6603687         Tivoli Gardens Apartments                              Financial Federal Savings Bank
    163          6604565         Franklinton Square Shopping Center                     GMAC Commercial Mortgage Corp.
    165          11432           Greenhill Corporate Center                             Continental Wingate
    169          6603484         The Cascades                                           LJ Melody & Company, Inc.
    181          9910010082      Lafayette Business Park                                Continental Wingate
    182          11573           Arrow Business Center                                  Continental Wingate
    183          23              Palm Haven Mobile Home Park                            Bloomfield Servicing
    187          HHCC0064        Fran Murphy Building                                   Huntoon Hastings Capital Corp.
    192          10896           Weatherbridge Center Buildings II and III              Continental Wingate
    194          9904010054      1201 Sharp Street                                      Continental Wingate
    199          27              Fountain Place Apartments                              Bloomfield Servicing
    207          6605277         Broadway Plaza Building                                LJ Melody & Company, Inc.
    211          HHCC0063        Peppertree Apartments                                  Huntoon Hastings Capital Corp.
    229          6605203         Mini-City Self Storage                                 LJ Melody & Company, Inc.
    233          31              Kendall Manor Apartments                               Bloomfield Servicing
    254          32              Wickiup Mobile Home & RV Park                          Bloomfield Servicing
</TABLE>




                                      N-1