<PAGE>

                                                                  Exhibit 10(aa)

         AMENDED AND RESTATED MORTGAGE LOAN ORIGINATION AND DISPOSITION
                               PROGRAM AGREEMENT

                             Made as of May 1, 1998

                                    between

                           CITICORP REAL ESTATE, INC.


                                      and


                                CRIIMI MAE INC.



<PAGE>2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                    Page
<S>                                                                    <C>
                                    ARTICLE I

Section 1.01 Definitions............................................   1

                          ARTICLE II LOAN ORIGINATION

Section 2.01 Loan Sourcing and Underwriting by CRIIMI MAE...........  15
Section 2.02 CRE Underwriting; Mortgage Loan Pricing................  15
Section 2.03 Loan Commitment, Rating Locking, Closing and Funding...  18
Section 2.04 Origination Fees.......................................  21
Section 2.05 Secondary Market Loan Acquisitions; CRE Originations...  21
Section 2.06 Delivery of Loan Documents and Preparation of Rating 
             Agency Materials.......................................  22
Section 2.07 Third Party Reports....................................  23
Section 2.08 CRE's Ownership Interest...............................  23

                  ARTICLE III CRIIMI MAE's RECOURSE OBLIGATION


                          ARTICLE IV RESERVE ACCOUNTS

Section 4.01 Cash Collateral Reserve Account........................  25
Section 4.02 Loan Pricing Reserve Account...........................  26

                          ARTICLE V AGGREGATION PERIOD

Section 5.01 Aggregation Period.....................................  29
Section 5.02 Hedging During Aggregation Period......................  30
Section 5.03 Net Carry During Aggregation Period....................  30
Section 5.04 Servicing of Mortgage Loans During Aggregation Period..  31

              ARTICLE VI CRIIMI MAE ACQUISITION OF MORTGAGE LOANS

Section 6.01 CRIIMI MAE'S Commitment to Purchase Mortgage Loans.....  31
Section 6.02 Sale of Mortgage Loans.................................  32

                      ARTICLE VII SECURITIZATION OF LOANS

Section 7.01 Securitization of Loans................................  33

                              ARTICLE VIII DEFAULT

Section 8.01 Default by CRIIMI MAE; Rights and Remedies.............  35

              ARTICLE IX REPRESENTATIONS AND WARRANTIES; DEFAULTS

Section 9.01 Representations and Warranties.........................  37
Section 9.02 Breach of Representation; Default......................  37
Section 9.03 CRE's Representation and Warranties....................  37

                            ARTICLE X MISCELLANEOUS
</TABLE>


<PAGE>

<TABLE>
<S>                                                                    <C>
Section 10.01 Term of Agreement; Survival; Exclusivity..............  38
Section 10.02 Indemnification.......................................  39
Section 10.03 Costs of Agreement Preparation........................  39
Section 10.04 Notices...............................................  39
Section 10.05 No Joint Venture......................................  41
Section 10.06 Actions Through Affiliates............................  41
Section 10.07 CRE's Discretion......................................  41
Section 10.08 Counterparts..........................................  42
Section 10.09 Trial by Jury Waived..................................  42
Section 10.10 Governing Law.........................................  42
Section 10.11 Amendments; Waivers...................................  42
Section 10.12 Press Releases........................................  42
Section 10.13 Entire Agreement......................................  43
Section 10.14 Successors and Assigns................................  43
Section 10.15 Survival..............................................  43
Section 10.16 Headings..............................................  43
Section 10.17 General Interpretive Principles.......................  44
Section 10.18 Reproduction of Documents.............................  44
Section 10.19 Deduction of Amounts Owed to CRE......................  45
Section 10.20 Obligation to Approve or Fund.........................  45
Section 10.21 Further Agreements....................................  45

                  Signature.........................................  42
</TABLE>



<PAGE>

<TABLE>
EXHIBITS
     <S>               <C>
         Exhibit A         Eligible Loan Criteria
         Exhibit B         Representations and Warranties of CRIIMI MAE
         Exhibit C         Form of CRIIMI MAE Closing Certificate
         Exhibit D         Contents of Mortgage File
         Exhibit E-1       Form of Commitment Letter
         Exhibit E-2       Form of Commitment Letter
         Exhibit F         Sample Calculations
</TABLE>


<PAGE>

         THIS AMENDED AND RESTATED MORTGAGE LOAN ORIGINATION AND DISPOSITION
PROGRAM AGREEMENT (this "Agreement") is made as of May 1, 1998 (the "Effective
Date") by and between CITICORP REAL ESTATE, INC., a Delaware corporation, having
an address at 599 Lexington Avenue, New York, New York 10043, and CRIIMI MAE
INC., a Maryland corporation, having an office at 11200 Rockville Pike,
Rockville, Maryland 20852.
                                    RECITALS

                  A. CRE and CRIIMI MAE desire to develop a program for the
origination, funding and securitization of Mortgage Loans secured by multifamily
residential projects and commercial properties located throughout the United
States and meeting the requirements set forth herein in an amount not to exceed
$600,000,000 (the "Program").

                  B. CRE and CRIIMI MAE desire fully to amend and restate the
Amended and Restated Mortgage Loan Origination Program Agreement made as of the
30th day of September, 1997, previously executed by the parties, as amended (the
"Original Agreement").

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree that the Original Agreement is amended and restated as follows:

                                    ARTICLE I

Section 1.01      DEFINITIONS.  For purposes of this Agreement the following 
capitalized terms shall have the respective meanings set forth below.

                  AFFILIATE: With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct 


<PAGE>

the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities (including, without limitation,
partnership interests), by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                  AGREEMENT:  This Amended and Restated Mortgage Loan 
Origination and Disposition Program Agreement, including all amendments hereof 
and exhibits, schedules and supplements hereto.

                  AGGREGATION PERIOD:  As defined in Section 5.01.

                  ALTA:  The American Land Title Association, or any successor 
thereto.
                  APPRAISAL:  An appraisal that conforms to FIRREA guidelines 
and is performed by an "MAI" appraiser.

                  APPRAISED VALUE:  With respect to any Mortgaged Property, the
value thereof as determined by the appraisal prepared at the time of origination
of the Mortgage Loan.

                 APPROVAL LETTER:  A letter from CRE to CRIIMI MAE evidencing 
CRE's approval of a Mortgage Loan to be funded under the Commitment.

                  APPROVED LOAN DOCUMENTATION: The forms of mortgage loan
documents, as such may be revised from time to time, that are acceptable to CRE,
CRIIMI MAE and the Rating Agencies and approved in advance by CRE.

                  ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice
of transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
give record notice of the assignment of the Mortgage to the assignee provided
for therein.
                  ASSIGNMENT OF LEASES AND RENTS: With respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar instrument
executed by the Mortgagor, 


<PAGE>

assigning to the Mortgagee all of the income, rents and profits derived from the
ownership, operation, leasing or disposition of all or a portion of such
Mortgaged Property, in the form that was duly executed, acknowledged and
delivered, as amended, modified, renewed or extended through the date hereof and
from time to time hereafter.

                  BALLOON MORTGAGE LOAN:  A Mortgage Loan that provided on the 
date of origination (or modification) for an amortization schedule extending 
beyond its maturity date.

                  BALLOON PAYMENT:  With respect to any Balloon Mortgage Loan as
of any date of determination, the Monthly Payment payable on the maturity of 
such Mortgage Loan.

                  BUILDING CONDITION REPORT:  With respect to a particular
Mortgaged Property, a building condition report delivered to CRIIMI MAE,
together with any amendments or supplements thereto.

                  BUSINESS DAY: Any day other than a Saturday or Sunday, or a
day on which banking institutions in the State of New York or the State of
Maryland are authorized or obligated by law or executive order to remain closed.

                  CASH COLLATERAL RESERVE ACCOUNT: An account maintained at CRE,
in CRE's name, into which CRIIMI MAE shall deposit the Cash Collateral Reserve
Amount, as further described in Section 4.01.

                  CASH COLLATERAL RESERVE AMOUNT: The aggregate amount required
to be deposited by CRIIMI MAE into the Cash Collateral Reserve Account, as
provided in Section 4.01.

                  CERCLA:  The Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, 46 U.S.C. Section 9601 et seq., as
amended.
                  CLEAN AIR ACT:  The Clean Air Act, 42 U.S.C. Section 7401 
et seq.
                  CLEAN WATER ACT:  The Clean Water Act, 33 U.S.C. Section 1251
et seq.


<PAGE>

                CLOSING DATE:  With respect to each Mortgage Loan, the date on 
which CRE funds such Mortgage Loan.

                  CLOSING STANDARDS: CRE's closing standards and guidelines for
the origination and closing of Mortgage Loans under the Program are contained in
the CitiMae Sellers'/Servicers' Guide (8/94), as amended from time to time upon
notice to CRIIMI MAE from CRE, except as expressly modified by this Agreement or
by the parties by separate agreement.

                  CMBS: Commercial mortgage backed securities.

                  CODE:  The Internal Revenue Code of 1986, as amended, or any 
successor statute.

                  COMMERCIAL PROPERTY: A single parcel of real property improved
by one or more retail, office, warehouse, industrial, self-storage, hotel or any
other income-producing improvements, as approved by CRE and specified in the
Mortgage Loan Schedule.

                  COMMITMENT LETTER: A commitment or approval letter to a
Mortgagor, issued by CRIIMI MAE, in the form attached hereto as Exhibit E-1 or
E-2 and as further described in Section 2.03(a).

                  COOPERATIVE MORTGAGE LOAN:  A  Mortgage Loan secured by an 
underlying lien on a cooperative apartment building.

                  CRE:  Citicorp Real Estate, Inc., its successors and assigns 
(by any name known).

                  CRIIMI MAE: CRIIMI MAE Inc., its successors and permitted 
assigns.

                  CRIIMI MAE CLOSING CERTIFICATE: With respect to any proposed
Mortgage Loan, a certificate substantially in the form of Exhibit C here, given
to CRIIMI MAE on or before the related Closing Date by the applicable loan
origination counsel.

                  CSI:  Citicorp Securities, Inc., its successors and assigns 
(by any name known).


<PAGE>

                  DEBT SERVICE RATIO:  With respect to any Mortgage Loan, as of
any date of calculation, the ratio specified as such and calculated in 
accordance with the Underwriting Guidelines.

                  DEFAULTED MORTGAGE LOAN: A Mortgage Loan that is in monetary
or non-monetary default, as defined in the related Mortgage Loan documents, at
any time prior to Securitization thereof.

                  DUE DATE: With respect to any Mortgage Loan, the day of the
calendar month set forth in the related Mortgage Note on which each Monthly
Payment was scheduled to be first due, which shall be the first day of each
month.
                  DUE DILIGENCE FILE:  With respect to any Mortgage Loan, a file
containing all credit and underwriting information and documentation and all 
Third Party Reports.

                  EFFECTIVE DATE:  May 1, 1998.

                  ELIGIBLE MORTGAGE LOAN: A Mortgage Loan that (a) complies with
all requirements set forth in the Eligible Mortgage Loan Criteria, or (b) does
not comply with one or more of the requirements set forth in the Eligible
Mortgage Loan Criteria, but any such non-compliance is disclosed by CRIIMI MAE
to CRE in a written exception report, identified as such, and specifically
approved by CRE in writing prior to issuance by CRIIMI MAE of a Commitment
Letter, which approval by CRE shall be subject to such additional conditions,
documentation, information and reserve requirements as CRE may require.

                  ELIGIBLE MORTGAGE LOAN CRITERIA: The criteria for Mortgage
Loans eligible for inclusion in the Program, as set forth in Exhibit A hereto,
as amended from time to time by CRE in its reasonable discretion and as modified
by CRE to reflect changes in Rating Agency requirements.


<PAGE>

                  ENVIRONMENTAL ASSESSMENT OR ENVIRONMENTAL REPORT: A "Phase I
Assessment" (and a "Phase II Assessment", if necessary) conducted in accordance
with ASTM Standard E 1527-93 or any successor thereto published by ASTM
(formerly known as the American Society of Testing and Materials).

                  EVENT OF DEFAULT:  Any one of the events enumerated in Section
 8.01.
                  EXIT FEE: The fee to be paid by CRIIMI MAE to CRE with respect
to any Mortgage Loans sold by CRE hereunder (whether to CRIIMI MAE or to a third
party), other than (i) Mortgage Loans sold by CRE to CRIIMI MAE and included in
a Securitization, and (ii) Mortgage Loans sold solely because the Program
Termination Date has not been extended. Such fee shall be 37.5 basis points
multiplied by the aggregate outstanding principal balance of all of the Mortgage
Loans so sold.

                  FIXED RATE MORTGAGE LOAN: A Mortgage Loan as to which the
related Mortgage Note provides for a Mortgage Interest Rate that, as of the
Closing Date, remains fixed through the remaining term thereof.

                  GUARANTY: A guaranty in form and substance acceptable to CRE,
whereby CRIIMI MAE guaranties, for the benefit of CRE and CitiMae, Inc., payment
and performance of the Servicer's obligations under the Servicing Agreement.

                  HOLDBACK: A portion of the proceeds of any Mortgage Loan that
are funded at closing, but are to be held by CRIIMI MAE in an account acceptable
to, and for the benefit of, CRE, pursuant to an agreement providing that such
funds shall be released to the Mortgagor upon the satisfaction of conditions
specified in such agreement or used to pay down the Mortgage Note upon failure
to satisfy such conditions.

                  INDEPENDENT: When used with respect to any specified Person,
any such Person who (i) is in fact independent of CRIIMI MAE, the related
Mortgagor and any and all Affiliates 


<PAGE>

thereof, (ii) does not have any direct financial interest in or any material
indirect financial interest in any of CRIIMI MAE, the related Mortgagor or any
Affiliate thereof, and (iii) is not connected with CRIIMI MAE, the related
Mortgagor 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 CRIIMI MAE,
the related Mortgagor or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any class of securities issued by CRIIMI MAE,
the related Mortgagor or any Affiliate thereof, as the case may be.

                  INSURANCE POLICY: With respect to any Mortgage Loan, any
hazard insurance policy, flood insurance policy, earthquake insurance policy,
hurricane insurance policy, title policy or other insurance policy that is
maintained from time to time in respect of such Mortgage Loan or the related
Mortgaged Property, which insurance policy complies with the Underwriting
Guidelines.

                  LOAN PRICING RESERVE ACCOUNT: With respect to any Mortgage 
Loan, an account maintained at CRE, in CRE's name, as described in Section 4.02.

                  LOAN-TO-VALUE RATIO OR LTV: With respect to any Mortgage Loan,
the ratio of the principal balance of the Mortgage Loan to the Appraised Value
of the related Mortgaged Property.

                  MANAGEMENT AGREEMENT: With respect to each Mortgaged Property,
the agreement between the Manager and the related Mortgagor pursuant to which
the Manager operates and manages such Mortgaged Property as provided therein.

                  MANAGER: With respect to any Mortgage Loan and the related
Mortgaged Property, a management company that has entered into a Management
Agreement with the 


<PAGE>

related Mortgagor for the operation and management of such Mortgaged Property as
a Multifamily Property or a Commercial Property, as the case may be.

                  MARKET VALUE: With respect to any Mortgage Loan, as of any
date of determination, the value thereof taking into account (a) market
conditions (including rates, speeds and spreads) (b) the value of any hedge
transaction associated with such Mortgage Loan and (c) the value of the related
Loan Pricing Reserve Account, if any.

                  MARK-TO-MARKET:  As defined in Section 4.03.

                  MARK-TO-MARKET RESERVE ACCOUNT: An account maintained at CRE, 
in CRE's name, as described in Section 4.03.

                  MONTHLY PAYMENT: With respect to each Mortgage Loan, the
scheduled combined payment of principal and interest (including any Balloon
Payment) payable by a Mortgagor from time to time under the related Mortgage
Note, without regard to any acceleration of principal of such Mortgage Loan by
reason of default thereunder or any modification, waiver or amendment of such
Mortgage Loan granted or agreed to by CRIIMI MAE pursuant to this Agreement.

                  MORTGAGE: With respect to each Mortgage Loan, the mortgage(s),
deed(s) of trust or other instrument(s) securing the related Mortgage Note and
creating a lien on the related Mortgaged Property.

                  MORTGAGE FILE: The items pertaining to a particular Mortgage
Loan listed in Exhibit D hereto, and any additional documents required to be
added to the Mortgage File pursuant to this Agreement.

                  MORTGAGE INTEREST RATE: With respect to each Mortgage Loan,
the annual rate at which interest accrues thereon during the term thereof in
accordance with the provisions of the related Mortgage Note.

<PAGE>

                  MORTGAGE LOAN: Each Mortgage Loan with respect to which
Origination Services are provided by CRIIMI MAE that is originated in the name
of CRE on the related Closing Date pursuant to this Agreement and the related
Commitment Letter and Approval Letter, is identified on the related Mortgage
Loan Schedule and is included in the Program.

                  MORTGAGE LOAN SCHEDULE: With respect to any Mortgage Loan, the
Underwriting Memorandum as amended or modified by agreement between CRE and
CRIIMI MAE prior to the Closing Date with respect thereto.

                  MORTGAGE NOTE:  The original executed note(s) or other 
evidence of the Mortgage Loan indebtedness of a Mortgagor.

                  MORTGAGED PROPERTY: With respect to each Mortgage Loan, all
property described in the related Mortgage, including the real property, all
improvements, fixtures, equipment and articles of personal property located on
such real property and all rents, issues, profits and income derived from the
operation of the real property.

                  MORTGAGEE: With respect to a Mortgage Loan, the mortgagee or
beneficiary named in the Mortgage and the successors and assigns of such
mortgagee or beneficiary, and the successors and assigns of such mortgagee or
beneficiary.

                  MORTGAGOR:  The obligor or obligors on a Mortgage Note.

                  MORTGAGOR RESERVE PAYMENTS: As to any Mortgage Loan, any
payments made by the related Mortgagor pursuant to an agreement between CRE and
the related Mortgagor for the purpose of providing reserves for the costs
associated with repairs to and replacement of capital items, environmental costs
and lease rollover on the related Mortgaged Property.


<PAGE>

                  MULTIFAMILY PROPERTY: A single parcel of real property
improved by one or more detached multifamily housing structures each comprising
five or more dwelling units, along with any related structures.

                  NET CARRY: As defined in Section 5.03.

                  NET CARRY RATE: With respect to any Mortgage Loan, as of any
date of determination, a rate per annum equal to the related Mortgage Interest
Rate then in effect minus (a) CRE's cost of funds, (b) CRE's hedging costs and
(c) the Servicing Fee Rate.

                  NET OPERATING INCOME: With respect to any Mortgaged Property,
for any twelve month period, the total operating revenues actually derived from
such Mortgaged Property during such period, minus the total fixed and variable
operating expenses incurred in respect of such Mortgaged Property during such
period other than (i) non-cash items such as depreciation and amortization, (ii)
capital expenditures and (iii) debt service on loans secured by the Mortgaged
Property.
                  OPINION OF COUNSEL: A written opinion of counsel for the
Person on behalf of whom the opinion is being given, acceptable to CRE in its
reasonable discretion.

                  ORIGINAL AGREEMENT:  As defined in the Recitals.

                  ORIGINATION SERVICES:  With respect to any Mortgage Loan, the
services  provided by CRIIMI MAE in  connection  with the  origination  thereof,
which services shall include the following:

                  (i)      sourcing and underwriting Mortgage Loans in a manner 
                           consistent with the Underwriting Guidelines as they 
                           relate thereto;
                  (ii)     ordering  any and all Third  Party  Reports  that are
                           necessary or  appropriate  to underwrite  the related
                           Mortgage Loan;


<PAGE>

                  (iii)    inspecting the Mortgaged Property prior to issuance
                           of a Commitment Letter;
                  (iv)     furnishing to CRE all documentation, standard forms
                           and Third Party Reports necessary or appropriate to
                           the underwriting, origination and funding of the
                           related Mortgage Loan;
                  (v)      closing the Mortgage Loan in the name of CRE in
                           accordance with the Closing Standards; and
                  (vi)     performing all other services in connection with the
                           origination of the Mortgage Loan as specifically
                           provided herein or as reasonably requested by CRE.

                  ORIGINATION SERVICES STANDARD: The standard in accordance with
which CRIIMI MAE shall be obligated to provide Origination Services, which shall
be the standard of due care and diligence employed by prudent mortgage loan
originators in connection with mortgage loans of a type similar to the Mortgage
Loans.
                  PAR PRICE:  As defined in Section 4.02.

                  PASS-THROUGH TRANSFER: The sale or transfer of some or all of
the Mortgage Loans to a trust to be formed as part of a publicly issued or
privately placed, rated or unrated mortgage pass-through transaction.

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

                  PORTFOLIO: As of any date of determination, all Mortgage Loans
in the Program on such date, taken in the aggregate.


<PAGE>

                  PORTFOLIO MARKET VALUE: As of any date of determination, the
aggregate Market Value of all Mortgage Loans in the Program and any unfunded
Mortgage Loan having an outstanding rate lock agreement plus any amounts in the
Mark-to-Market Reserve Account and the Pricing Reserve Account.

                  PREMIUM  LOAN:  A  mortgage  loan  with  respect  to which the
mortgagee pays to the mortgagor  consideration  or "premium" at origination  for
the mortgagor's acceptance of the mortgage loan.

                  PREPAYMENT PREMIUM:  Any premium, consideration or fee paid or
payable, as the context requires, by a Mortgagor in connection with a Principal 
Prepayment.

                  PRINCIPAL PREPAYMENT:  Any payment of principal in full made 
by the Mortgagor on a Mortgage Loan that is received in advance of its scheduled
Due Date.

                  PROGRAM:  As defined in the Recitals.

                  PROGRAM PRICING MATRIX: The pricing matrix to be provided by
CRE to CRIIMI MAE from time to time with respect to the Mortgage Loans, which
pricing matrix shall be updated by CRE periodically, whenever changed, and
delivered to CRIIMI MAE whenever changed.

                  PROGRAM TERMINATION DATE: The date on which the Program 
terminates, which shall be December 31, 1998.

                  PURCHASE PRICE: With respect to each Mortgage Loan purchased
by CRIIMI MAE hereunder, the purchase price with respect thereto, calculated as
provided in Section 6.01.

                  QUALIFIED INSURER: An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction and otherwise complying with the Insurance Requirements and
acceptable to the Rating Agencies.


<PAGE>

                  RATING AGENCY: Each of Moody's Investors Service, Inc., 
Standard & Poor's Rating Services, Fitch IBCA, Inc. or Duff & Phelps Credit 
Rating Co., or any successor thereof, as selected by CRE in its sole discretion.

                  RECOURSE OBLIGATION:  As defined in Article III.

                  REPRESENTATIONS AND WARRANTIES: The representations and
warranties, of CRIIMI MAE as set forth in Exhibit B hereto, as amended from time
to time by CRE as necessary or appropriate in the event of changes in Rating
Agency or investor requirements.

                  RESERVE ACCOUNT:  Any of the Cash Collateral Reserve Account, 
the Loan Pricing Reserve Account and the Mark-to-Market Reserve Account.

                  RESOURCE CONSERVATION AND RECOVERY ACT:  The Resource 
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.

                  SECURITIZATION: A sale of some or all of the Mortgage Loans in
a rated Pass-Through Transfer as described in Section 7.01

                  SERVICER: CRIIMI MAE Services Limited Partnership or any 
successor thereto.

                  SERVICING AGREEMENT: The CitiMae Commercial Servicer Contract,
effective as of July 22, 1996, between the Servicer and CitiMae, Inc. as agent 
for CRE, as supplemented by the Supplemental Agreement, dated as of July 22, 
1996, between CRE and the Servicer.

                  SERVICING FEE: With respect to each Mortgage Loan, the amount
of the fee to which the Servicer is entitled for servicing such Mortgage Loan
calculated at the Servicing Fee Rate in accordance with the Servicing Agreement.

                  SERVICING FEE RATE: With respect to each Mortgage Loan, the
rate per annum to be used in calculating the Servicing Fee for such Mortgage
Loan prior to Securitization thereof, which rate shall be 12.5 basis points.


<PAGE>

                  THIRD PARTY REPORT: Any Appraisal, Building Condition Report,
Environmental Assessment or any other third party study, report or review
prepared in connection with the origination of a Mortgage Loan.

                  TOXIC SUBSTANCES CONTROL ACT:  The Toxic Substances Control 
Act, 15 U.S.C. Section 2601 et seq.

                  UNDERWRITING GUIDELINES: The CitiMae Underwriting Guidelines,
as amended from time to time upon notice to CRIIMI MAE from CRE. A copy of the
Underwriting Guidelines as in effect on the date hereof has been provided by CRE
to CRIIMI MAE.

                  WHOLE LOAN TRANSFER: The sale or transfer of some or all of
the ownership interest in the Mortgage Loans by CRE to one or more third parties
in a whole loan or participation format.


<PAGE>

                                   ARTICLE II
                                LOAN ORIGINATION

Section 2.01 LOAN SOURCING AND UNDERWRITING BY CRIIMI MAE. CRIIMI MAE shall
perform the Origination Services as set forth herein in accordance with the
Origination Standard. Commencing on or after the Effective Date, CRIIMI MAE
shall deliver to CRE for its consideration a comprehensive underwriting
memorandum for each Mortgage Loan that CRIIMI MAE proposes be included in the
Program. The form of underwriting memorandum must be pre-approved by CRE, shall
indicate in writing approval by CRIIMI MAE's Credit Committee and shall include
at a minimum: a description of the Mortgaged Property, a cap rate valuation, an
analysis of the historical and underwritten projected Mortgaged Property
operating performance, the Debt Service Ratio, rent roll and tenant information,
market information, maps, photographs, lease and sale comparables, and Mortgagor
credit history and an analysis of the Mortgagor's experience. The underwriting
memorandum must also disclose, in the form of an exception report (which report
is identified as such) any exception to the Underwriting Guidelines, the Closing
Standards, the Eligible Mortgage Loan Criteria and the Representations and
Warranties. In connection with the origination of each Mortgage Loan, CRIIMI
MAE, at its own or the Mortgagor's expense, shall engage or cause to be engaged,
third parties, acceptable to CRE, to appraise the related Mortgaged Property and
to conduct engineering and environmental reviews thereof, and to furnish Third
Party Reports with respect thereto in compliance with the requirements set forth
in Section 2.07.

Section 2.02 CRE UNDERWRITING; MORTGAGE LOAN PRICING.

                  (a) After receipt of the related underwriting memorandum
complying with Section 2.01, CRE may, in its sole discretion, either (x) notify
CRIIMI MAE that 


<PAGE>

CRE accepts or rejects the proposed Mortgage Loan submitted by CRIIMI MAE, or
(y) notify CRIIMI MAE that CRE requires (I) additional information or revisions
or (II) receipt and review of satisfactory Third Party Reports before it will
further evaluate the proposed Mortgage Loan, and shall notify CRIIMI MAE in
writing of its determination with respect thereto (i) not later than five (5)
Business Days after CRE's receipt of the related underwriting memorandum
(provided that CRE shall use reasonable efforts to notify CRIIMI MAE of such
determination within three (3) Business Days), or (ii) if CRE has notified
CRIIMI MAE that CRE requires (I) additional information or (II) revisions or
receipt and review of satisfactory Third Party Reports, not later than seven (7)
Business Days after CRE's receipt of either the additional information or
revisions or the satisfactory Third Party Reports, as the case may be, with
respect thereto. After CRE completes its initial underwriting, CRE shall
determine the subordination levels with respect to the Mortgage Loan in its
reasonable judgment. If and when CRE approves a Mortgage Loan, CRE shall issue
to CRIIMI MAE CRE's Approval Letter as set forth in Section 2.03. At any time
prior to issuance of its Approval Letter, CRE may in its sole discretion, for
any reason relating to the quality and/or value of such Mortgage Loan, as
determined by CRE in its discretion, reject the subject Mortgage Loan. CRE may,
in its discretion, review any Mortgage Loan to determine such Mortgage Loan's
compliance with the Eligible Mortgage Loan Criteria, the Underwriting
Guidelines, the Closing Standards, the Representations and Warranties and any
and all other requirements set forth herein, and may, in its sole discretion,
reject for funding any Mortgage Loan that is not in compliance with the
foregoing. In no event shall CRE accept for funding any Mortgage Loan if the
original principal balance thereof, when combined with the aggregate original
principal balance of all other Mortgage Loans funded by CRE under the Program,
would exceed $600,000,000 or would result in a violation of Section 2 of the
Eligible Mortgage Loan Criteria. With respect to any proposed 


<PAGE>

Mortgage Loan, CRE may, at its option, conduct its own inspection of the related
Mortgaged Property, and, if the original principal balance of such Mortgage Loan
is expected to exceed $10,000,000, CRIIMI MAE shall reimburse CRE for CRE's
reasonable out-of-pocket costs, not to exceed $3000 with respect to any
Mortgaged Property, with respect to such inspection.

                  (b) CRIIMI MAE shall quote prices to Mortgagors based upon the
most recent Program Pricing Matrix. The Program Pricing Matrix shall reflect
pricing (excluding any profit but including all CRE fees) for the Mortgage Loans
as determined by CRE in its sole discretion based upon the following:

<TABLE>
<CAPTION>
                  SECURITIES TRANCHE             SPREAD
                  ------------------             ------
              <S>                           <C>
                  Investment grade               CMBS market spreads and
                                                 premium for the Program, as 
                                                 as determined by CRE in its 
                                                 sole discretion.

                  Non-investment grade           CMBS market spread, as
                                                 determined by CRE in its sole
                                                 discretion.

                  Interest only strip            Margin over the interpolated
                                                 average life on U.S.
                                                 Treasury Securities of
                                                 underlying notional amount
                                                 of securities (assuming
                                                 spreads and speeds to be
                                                 determined by CRE in its
                                                 sole discretion).
</TABLE>

The Par Price with respect to any Mortgage Loan having a term of ten (10) years
and an amortization schedule of twenty-five (25) or thirty (30) years shall be
20 basis points less than 


<PAGE>

the related Program Price Matrix percentage; the Par Price with respect to any
other types of Mortgage Loans shall be as set forth in the Program Pricing
Matrix or as otherwise prescribed by CRE in its discretion. It is understood and
agreed that CRE shall have no responsibility to CRIIMI MAE with respect to
CRIIMI MAE's making or failing to make a profit on any Mortgage Loan or Mortgage
Loans, and that CRE shall be entitled to all fees and other amounts payable to
CRE hereunder with respect to any Mortgage Loan, regardless of whether CRIIMI
MAE makes any profit with respect thereto. CRIIMI MAE shall notify CRE in
writing, at the address specified by CRE to CRIIMI MAE from time
to time, or electronically on a weekly basis, as to the Mortgage Loans to be
funded during the next week, provided that any such notice with respect to any
Mortgage Loan shall be given by CRIIMI MAE not less than two (2) Business Days
prior to such funding, and CRE shall inform CRIIMI MAE as to whether CRE
anticipates that the pricing on any such Mortgage Loan will be below the Par
Prices, which indication on the part of CRE shall be given in good faith but
shall be subject to change by CRE in its discretion as warranted by market
conditions as reflected in the Program Pricing Matrix. CRE shall, upon request
of CRIIMI MAE, discuss with CRIIMI MAE the manner in which the numbers set forth
in the Program Pricing Matrix were derived. CRIIMI MAE may vary the pricing of
any Mortgage Loan from the Program Pricing Matrix. In the event that the price
on any Mortgage Loan is below the Par Price with respect thereto, CRIIMI MAE
shall be required to deposit funds into the Loan Pricing Reserve Account with
respect thereto, in accordance with the provisions of Section 4.02.

Section 2.03 Loan  Commitment, Rating Locking, Closing and Funding.

                  (a) CRE shall issue to CRIIMI MAE an Approval Letter, in CRE's
standard form, promptly after a Mortgage Loan has been approved by CRE for
inclusion in the Program. CRIIMI MAE shall promptly thereafter issue to the
related Mortgagor a Commitment 


<PAGE>

Letter having terms and conditions consistent with the Approval Letter. CRIIMI
MAE may send out a Commitment Letter prior to receipt of CRE's Approval Letter,
provided that it shall do so at its own risk, and the fact of CRIIMI MAE's
having sent out such Commitment Letter prior to receipt of CRE's Approval Letter
shall not in and of itself create any obligation on the part of CRE to fund any
Mortgage Loan.

                  (b) At a time mutually agreed upon by CRIIMI MAE and CRE
before funding of the Mortgage Loan, CRIIMI MAE may request a rate lock and at
such time shall provide to CRE a summary of the terms of each Mortgage Loan to
be rate-locked and a CRE approved form of rate lock agreement executed by CRIIMI
MAE. In no event may CRIIMI MAE request a rate lock later than four (4) hours
prior to the time at which the rate lock is to take effect. CRE will execute and
hedge the rate lock for such Mortgage Loan. CRIIMI MAE shall immediately (i)
notify CRE if a Mortgage Loan that has been rate locked will not be funded under
the Program, and (ii) pay to CRE the cost of unwinding the hedge. Any funds
received by CRIIMI MAE from a Mortgagor as a deposit for the rate lock
protection shall be deposited by CRIIMI MAE in a segregated account, maintained
at a bank acceptable to CRE, in trust for the benefit of the related Mortgagor.
No rate lock shall exceed 30 days.

                  (c) Each Mortgage Loan shall be documented with the most
current Approved Loan Documents for the type of related Mortgaged Property and
for the jurisdiction in which the related Mortgaged Property is located. CRIIMI
MAE acknowledges that it has reviewed the Approved Loan Documents and that such
documents, to the extent no modifications are made that would materially and
adversely affect the Mortgagee's interest thereunder, are acceptable to
CRIIMI MAE for the purposes of the Program and CRIIMI MAE's obligations under
this Agreement; PROVIDED, HOWEVER, that CRIIMI MAE shall be entitled to request
changes 


<PAGE>

to the Approved Loan Documents, and any changes shall be made subject to
CRE's reasonable approval and at CRIIMI MAE's sole cost and expense (which costs
and expenses shall include any and all reasonable fees and expenses of CRE's
legal counsel with respect to the review thereof).

                  (d) In closing a Mortgage Loan, CRIIMI MAE shall follow the
Closing Standards. Without limiting the generality of the foregoing, in
connection with the closing and funding of each Mortgage Loan, CRIIMI MAE shall
deliver to CRE not less than two (2) Business Days prior to the closing and
funding of any Mortgage Loan the following funding package with respect thereto:
a notice to the Mortgagor setting forth the amount of the advance and executed
by an authorized officer of CRIIMI MAE, a Mortgage Loan Schedule providing the
terms of the Mortgage Loan and approved by an authorized officer of CRIIMI MAE,
wiring instructions and a receipt and acknowledgment from a title insurance
company of documents required for funding. With respect to title insurance
companies, CRIIMI MAE shall require the Mortgagor to appoint an escrow agent, or
failing such approval to provide to CRE a closing protection letter from a title
insurance company approved by CRE, acknowledging such company to be an
authorized agent of the approved title insurance company. CRIIMI MAE shall
designate counsel, subject to CRE's approval, to assist CRIIMI MAE in connection
with the closing and funding of each Mortgage Loan, and no Mortgage Loan shall
be closed and funded without the prior approval of such counsel and CRE. Upon
satisfaction of CRIIMI MAE and the related Mortgagor of all of the conditions
set forth herein and in the Approval Letter, or in the related Commitment
Letter, as applicable, and subject to CRE's receipt of a satisfactory CRIIMI MAE
Closing Certificate from CRIIMI MAE, CRE shall fund the Mortgage Loan in
accordance with the terms of the Approval Letter.


<PAGE>

                  (e) All costs and expenses associated with the origination,
preparation of Mortgage Loan documents, title review and closing costs of any
Mortgage Loan, including, without limitation, legal and brokerage fees, shall be
paid by the Mortgagor as provided in the related Commitment Letter, or otherwise
paid by CRIIMI MAE, unless otherwise agreed in writing by CRE and CRIIMI MAE.

Section 2.04 ORIGINATION FEES.

                  (a) Simultaneously with the closing and funding of each
Mortgage Loan, a loan origination fee (together with the Cash Collateral Reserve
Amount to be deposited in the Cash Collateral Reserve Account pursuant to
Section 4.01) shall be paid by CRIIMI MAE to CRE in accordance with the
following schedule, regardless of whether CRIIMI MAE collects the related amount
from the Mortgagor:
                                    (i) For Mortgage Loans that are secured by
                  either Multifamily Property or manufactured housing projects,
                  CRE shall receive an amount equal to the greater of (a)
                  $5,000.00 and (b) 0.25% of the original principal amount
                  of the Mortgage Loan.

                                    (ii) For Mortgage Loans that are secured by
                  any other type of Mortgaged Property, CRE shall receive an
                  amount equal to the greater of (a) $7,500.00 and (b) 0.25% of
                  the original principal amount of the Mortgage Loan. 


                  (a) In the event CRIIMI MAE receives payment of a loan
origination fee from a Mortgagor that is in excess of the origination fee due to
CRE pursuant to Section 2.04(a), CRIIMI MAE shall be entitled to retain such
excess amount; PROVIDED, HOWEVER, that in no event shall CRIIMI MAE be permitted
to charge an origination fee with respect to any Mortgage Loan that exceeds 2%
of the original principal amount of such Mortgage Loan.


<PAGE>

Section 2.05 SECONDARY MARKET LOAN ACQUISITIONS; CRE ORIGINATIONS.

                  (a) In the event that CRIIMI MAE proposes that CRE acquire any
existing mortgage loan or loans from an unrelated third party for inclusion in
the Program, CRE and CRIIMI MAE shall establish in advance a written procedure
for the acquisition of such loan or loans consistent with the terms of this
Agreement, including the requirement for the establishment of the Reserve
Accounts with respect thereto pursuant to Article IV hereof, the payment of an
origination fee pursuant to Section 2.04, any additions to or deletions from the
Representations and Warranties that CRIIMI MAE will be required to make with
respect thereto and the appropriate forms of loan documents with respect
thereto. The origination fee payable in connection with such acquisition shall
be calculated based upon the acquisition price for the loan or loans in lieu of
the then current principal amount thereof. The costs and expenses related to all
secondary market acquisitions shall be paid by CRIIMI MAE.

                  (b) CRE may originate Mortgage Loans for the Program, subject
to CRIIMI MAE's underwriting and approval, and subject to agreement between the
parties with respect thereto. With respect to each Mortgage Loan so originated
by CRE, CRE shall be entitled to receive compensation as agreed by the parties.
All such Mortgage Loans originated by CRE shall otherwise be subject to all of
the terms and conditions thereof, including the Recourse Obligation and the
obligations with respect to the Reserve Accounts.

Section 2.06 DELIVERY OF LOAN DOCUMENTS AND PREPARATION OF RATING AGENCY 
MATERIALS. CRIIMI MAE shall deliver or cause to be delivered to CRE, not 
later than three (3) Business Days after the Closing Date with respect to any 
Mortgage Loan, the original Mortgage Note and a copy of the related Mortgage. 
CRIIMI MAE shall prepare, or cause to be prepared, a comprehensive closing 
file for each Mortgage Loan in accordance with the Closing Standards. The 
closing file shall include all customary and usual documentation required in 
connection with 

<PAGE>

closing, recording, assigning and endorsing a multifamily or commercial mortgage
loan, as the case may be (which assignment and endorsement documents shall
include assignments and endorsements to CRE, if necessary, and assignments and
endorsements from CRE in blank), including without limitation all documents
required to be contained in the Mortgage File and all documentation required to
be contained in the Due Diligence File. The complete closing file with respect
to each Mortgage Loan, except for such documents as are required to be delivered
earlier as described above, shall be delivered to CRE not later than two weeks
after the Closing Date. With respect to each Mortgage Loan, CRIIMI MAE and CRE
shall work together for the assembly of all Rating Agency materials.


Section 2.07 THIRD PARTY REPORTS. Each Third Party Report shall be (a) based on
a scope of work mutually agreeable to CRE and CRIIMI MAE, (b) be in a form
acceptable to, or otherwise provided by, CRIIMI MAE and CRE, (c) be acceptable
in substance (including any conclusions contained therein) to CRE, (d) be
prepared by an Independent Person, (e) meet minimum Rating Agency requirements
and (f) be addressed to CRE and provide that CRE may rely thereon.

Section 2.08 CRE's OWNERSHIP INTEREST. Notwithstanding any other provision 
set forth herein, the parties intend that CRE is the owner of all right, 
title and interest in and to the Mortgage Loans; PROVIDED, HOWEVER, that in 
the event that CRE is deemed not to be the owner of the Mortgage Loans, 
CRIIMI MAE shall be deemed to have granted to CRE, and CRE shall be deemed to 
have, as security for the performance by CRIIMI MAE of its obligations 
hereunder, a valid and perfected security interest in, all of the Mortgage 
Loans, whether now owned or existing, hereafter acquired or arising, or in 
which CRIIMI MAE now or hereafter has any rights, and wherever located, and 
to the extent not included in the foregoing, all proceeds, products, 

<PAGE>

offspring, rents, revenues, issues, profits, royalties, income, benefits,
accessions, additions, substitutions and replacements of and to any and all of
the foregoing. 

                                  ARTICLE III
                        CRIIMI MAE's RECOURSE OBLIGATION

                  In addition to, and without regard to the amounts of, the
Reserve Accounts described in Article IV, CRIIMI MAE hereby agrees that it shall
be subject to an unconditional irrevocable recourse obligation equal to 5% of
the aggregate original principal balance of all Mortgage Loans funded by CRE
hereunder (the "Recourse Obligation"). The Recourse Obligation shall be
available to CRE to satisfy any and all amounts due to CRE hereunder and not
otherwise paid, shall be paid by CRIIMI MAE to CRE promptly upon CRE's notice to
CRIIMI MAE with respect thereto, and shall not be subject to offset,
counterclaim or defense of any kind by CRIIMI MAE. In the event of a downgrade
of CRIIMI MAE's rating (currently BB for Fitch and S&P and B1 for Moody's) by
one or more of the Rating Agencies, CRIIMI MAE shall deposit an amount equal to
the full outstanding amount of the Recourse Obligation, in the Mark-to-Market
Reserve Account, in accordance with all of the requirements with respect thereto
as set forth in Article IV, on the next Business Day after the Business Day upon
which CRIIMI MAE receives notice of any such downgrade and in any event no later
than the next Business Day after the Business Day on which it received notice
from CRE to make such deposit, provided that any such notice received by CRIIMI
MAE after 10:30 A.M. New York time on a Business Day shall be deemed received on
the next succeeding Business Day. After such deposit, CRIIMI MAE shall,
simultaneously with the funding of each new Mortgage Loan thereafter, deposit in
the Mark-to-Market Reserve Account, in addition to any other amounts required to
be deposited therein or in any other Reserve Account, an amount equal to 5.0% of
the original principal balance of such new Mortgage Loan.


<PAGE>

                  CRIIMI MAE shall provide to CRE: (a) financial statements
(including balance sheets and related statements of income and retained
earnings) quarterly within 50 days of the quarter end for CRIIMI MAE for both
the quarter ended and year to date and annual audited financial statements
within 120 days of the CRIIMI MAE fiscal year end, and monthly, within 10 days
of month's end, in-house summary liquidity position and summary sources and uses
of cash and such other interim financial information as may be reasonably
requested by CRE; and (b) affirmation that such documents which are furnished to
CRE shall fairly present the financial condition of the CRIIMI MAE and its
subsidiaries at such date and results of the operations of CRIIMI MAE and its
subsidiaries for the period ended on such date, all in accordance with generally
accepted accounting principles consistently applied, and that there has been no
material adverse changed in such condition or operations. The shareholders'
equity of CRIIMI MAE shall at all times exceed $550,000,000.


<PAGE>

                                   ARTICLE IV
                                RESERVE ACCOUNTS


<PAGE>

Section 4.01 CASH COLLATERAL RESERVE ACCOUNT. Concurrently with the funding of
each Mortgage Loan, CRIIMI MAE shall deposit with CRE, in the Cash Collateral
Reserve Account, the related Cash Collateral Reserve Amount determined as
provided in this Section 4.01. The Cash Collateral Reserve Amount with respect
to any Mortgage Loan shall be subject to subordination levels generated via the
CRE model, and shall be not less than 5% of the greater of the outstanding
principal balance and the purchase price paid by CRE for Mortgage Loans with
less than a 16% subordination level to the BBB using the CRE model. For Mortgage
Loans with a subordination level above 16% to the BBB using the CRE model, the
Cash Collateral Reserve Amount will equal 5% plus half the difference between
the level generated via the CRE model and 16% (e.g., for a 20% subordination
level to the BBB it would be 20%-16% times 50% equals 2.0% additional
subordination reserve for a total of 7.0%). In the event that any Mortgage Loan,
while in the Program, performs in such a manner that this subordination model
reflects a subordination level below 16% to the BBB, and provided that no Event
of Default shall have occurred and be continuing, any excess Cash Collateral
Reserve Amounts shall be promptly refunded to CRIIMI MAE; PROVIDED, HOWEVER,
that in no event shall the Cash Collateral Reserve Amount at any time be less
than 5% of the outstanding principal balance of the Portfolio. Upon the sale by
CRE of any Mortgage Loan, CRE may apply amounts in the Cash Collateral Reserve
Account in satisfaction in whole or in part of CRIIMI MAE's obligation to pay
the Purchase Price and other amounts due CRE with respect thereto. Any amounts
remaining in the Cash Collateral Reserve Account with respect to any Mortgage
Loan after disposition thereof by CRE and the satisfaction by CRIIMI MAE of all
of its obligations hereunder, with respect thereto, including any amounts
representing interest on such funds, shall be promptly released by CRE to


<PAGE>

CRIIMI MAE. The Cash Collateral Reserve Account shall also be subject to the
general provisions regarding Reserve Accounts as set forth in Section 4.04.

Section 4.02 LOAN PRICING RESERVE ACCOUNT. In the event that a Mortgage Loan is
funded at a price below the par price with respect thereto as established by CRE
pursuant to the Program Pricing Matrix (the "Par Price"), concurrently with the
funding of the related Mortgage Loan, CRIIMI MAE shall deposit with CRE, in the
Loan Pricing Reserve Account, an amount equal to the excess of the Par Price
over the funding price. If at any time during the period in which a Mortgage
Loan as to which a deposit has been made into the Loan Pricing Reserve Account
remains subject to the Program, the Program Pricing Matrix is revised by CRE and
as a result of such revision the Par Price for the related Mortgage Loan would
be, at such date of determination, lower than the Par Price thereof on the
Closing Date, CRE shall, provided that no Event of Default shall have occurred
and be continuing, promptly release to CRIIMI MAE from the Loan Pricing Reserve
Account an amount equal to the excess of the Par Price on the Closing Date over
the Par Price at such date of determination. Upon the sale by CRE of any
Mortgage Loan as to which a deposit continues to be held in the Loan Pricing
Reserve Account as of the date of such sale, CRE may apply any amounts in the
Loan Pricing Reserve Account in satisfaction in whole or in part of CRIIMI MAE's
obligation to pay the Purchase Price and other amounts due to CRE with respect
thereto. Any amounts remaining in the Loan Pricing Reserve Account with respect
to a Mortgage Loan after disposition thereof by CRE and the satisfaction by
CRIIMI MAE of all of its obligations hereunder with respect thereto, including
any amounts representing interest on such funds, shall, provided that no Event
of Default shall have occurred and be continuing, be released promptly by CRE to
CRIIMI MAE. The Loan Pricing Reserve Account shall also be subject to the
general provisions regarding Reserve Accounts as set forth in Section 4.04.


<PAGE>

Section  4.03  MARK-TO-MARKET; MARK-TO-MARKET RESERVE ACCOUNT.


<PAGE>

         CRE shall value the Portfolio periodically, as determined by CRE in its
sole discretion, but in no event less frequently than monthly, based upon
characteristics of the Mortgage Loans and market conditions generally (including
interest rates, spreads and speeds) (such valuation, "Mark-to- Market"). When,
as a result of a Mark-to-Market, the Portfolio Market Value is less than 97.5%
of the aggregate principal balance of the Portfolio, CRE shall so notify CRIIMI
MAE. CRIIMI MAE shall, on the Business Day on which CRIIMI MAE receives such
notice if received by 10:00 A.M. New York time or not later than
the next succeeding Business Day after receipt of such notice if received after
10:00 A.M. New York time, remit to CRE, for deposit in the Mark-to-Market
Reserve Account, an amount, up to the amount of the Recourse Obligation, that,
when added to the Portfolio Market Value, equals an amount not less than 97.5%
of the aggregate principal balance of the Portfolio; PROVIDED, HOWEVER, that (i)
upon depletion of the Recourse Obligation and (ii) the decline in the Portfolio
Market Value below 97.5%, CRE shall have such remedies as described in the last
sentence of Section 6.02, subject to the limitations set forth therein. In the
event that at the time of any Mark-to-Market, the Portfolio Market Value exceeds
97.5% of the aggregate principal balance thereof, CRE shall, assuming that (i)
no Event of Default has occurred and is continuing, and (ii) no downgrade has
occurred and is continuing, release to CRIIMI MAE within one (1) Business Day
after such determination, such excess amounts in the Mark-to-Market Reserve
Account and the Recourse Obligation of CRIIMI MAE shall increase by an amount
equal to the amount released by CRE, but in no event shall such increase exceed
the maximum amount of the Recourse Obligation. Upon the sale by CRE of any
Mortgage Loan, CRE may apply amounts in the Mark-to-Market Reserve Account in
satisfaction in whole or in part of CRIIMI MAE's obligation to pay the Purchase
Price and other amounts due to CRE with respect thereto. Any amounts remaining
in the Mark-to- Market Reserve Account after disposition by CRE of all of the
Mortgage Loans and the satisfaction by CRIIMI 


<PAGE>

MAE of all of its obligations hereunder, including any amounts representing
interest on such funds, shall be released promptly by CRE to CRIIMI MAE. The
Mark-to-Market Reserve Account shall also be subject to the general provisions
regarding Reserve Accounts set forth in Section 4.04.

Section 4.04 GENERAL REQUIREMENTS REGARDING RESERVE ACCOUNTS.

                  (a) All deposits in the Reserve Accounts shall be in cash or
in U.S. Treasury Securities with original maturities not exceeding six (6)
months or such other investments as the parties may agree.

                  (b) The Reserve Accounts (if cash) shall be interest-bearing
cash reserve or money market accounts, as directed by CRIIMI MAE, held at
Citibank, N.A. in the name of CRE. CRE shall not be responsible for any losses
resulting from such investment or for obtaining any specific level or percentage
of earnings. The amounts deposited into the Reserve Accounts plus any earnings
thereon shall serve as security for the obligation of CRIIMI MAE to purchase the
Mortgage Loans in accordance with the provisions of Article VI and the other
obligations of CRIIMI MAE as set forth in this Agreement.

                  (c) CRE shall have sole dominion and control over the Reserve
Accounts subject to the terms of this Agreement. Except as otherwise expressly
provided in this Agreement, neither CRIIMI MAE nor CRE shall grant or permit any
liens or claims to arise with respect to the Reserve Accounts. CRIIMI MAE hereby
grants a first priority security interest in the Reserve Accounts to CRE as
security for CRIIMI MAE's obligation to purchase the Mortgage Loans in
accordance with the terms of this Agreement and the performance by CRIIMI MAE of
all of its other obligations pursuant to this Agreement and CRIIMI MAE agrees to
execute any agreement reasonably requested by CRE in furtherance of such
security interest.


<PAGE>

                  (d) Except as otherwise provided in this Agreement, all
investment earnings on amounts on deposit in the Reserve Accounts shall be added
to and become a part of the Reserve Accounts. CRIIMI MAE and CRE agree that the
investment earnings that accrue on amounts on deposit in the Reserve Account may
be applied towards the Purchase Price of the Mortgage Loans.

                  (e) For tax purposes, notwithstanding anything contained
herein, all investment earnings on Reserve Account funds shall be deemed to be
income of CRIIMI MAE and CRIIMI MAE shall indemnify and hold CRE harmless from
and against any tax liability resulting therefrom, which indemnification shall
survive the expiration or earlier termination of this Agreement.


<PAGE>

                  (f) Provided that no Event of Default has occurred and is
continuing, all interest, if any, on any Reserve Account remaining therein, and
not previously released or applied as provided herein, shall be released by CRE
to CRIIMI MAE on or before December 1, 1998.

                                    ARTICLE V
                               AGGREGATION PERIOD

Section 5.01 AGGREGATION PERIOD. All Mortgage Loans shall be held by CRE in
accordance with the terms and conditions contained herein until the earliest to
occur of (i) the Program Termination Date, (ii) the date on which the aggregate
principal amount of Mortgage Loans as CRE and CRIIMI MAE mutually agree is
sufficient for a Securitization have been aggregated by CRE for the Program and
the Mortgage Loans are sold in a Securitization and (iii) the date of
disposition of the Mortgage Loans (other than through a Securitization) in
accordance with this Agreement (the "Aggregation Period"). Notwithstanding
anything to the contrary set forth herein, it is expressly understood that
effective as of 30 days prior to the end of the Aggregation Period, CRE may, in
its sole discretion, cease funding any additional Mortgage Loans under the
Program pursuant to any new Approval Letters or extension of the term of any
then existing Approval Letters. 

Section 5.02 HEDGING DURING AGGREGATION PERIOD. CRE shall be responsible, in
accordance with the procedures set forth herein, for executing an interest rate
hedge with respect to each of the Mortgage Loans held by CRE during the
Aggregation Period, such hedging 


<PAGE>

strategy to be mutually agreed upon by CRE and CRIIMI MAE. If the parties fail
to reach agreement with respect thereto, CRE shall hedge the Mortgage Loans in
accordance with its then-standard hedging strategy. CRIIMI MAE shall be
prohibited from advocating an alternative hedging strategy that permits the
lender self-insurance against interest rate risk. CRE agrees to discuss and
coordinate its hedging strategy with CRIIMI MAE. CRE agrees to provide to CRIIMI
MAE timely monthly position reporting (including cost of hedge) and,
periodically, any additional information on the position reasonably requested by
CRIIMI MAE, including the cost of unwinding any hedge.

Section 5.03 NET CARRY DURING AGGREGATION PERIOD. On the last business day of
each month, CRE shall distribute (together with an accounting therefor) one-half
of the Net Carry (if positive) received during the calendar month ended
immediately preceding the month in which the date of distribution occurs;
PROVIDED, HOWEVER, that if at any time cumulative Net Carry losses exist, CRIIMI
MAE shall remit 100% of such losses to CRE immediately, and that no Net Carry
remittances to CRIIMI MAE shall be made until negative Net Carry losses are
remitted by CRIIMI MAE to CRE. In the event that the Portfolio Market Value is
less than 97.5% of the aggregate principal balance thereof, Net Carry
remittances will be retained by CRE until settlement of the related
Securitization. "Net Carry" for a calendar month means interest at the Net Carry
Rate.

Section 5.04 SERVICING OF MORTGAGE LOANS DURING AGGREGATION PERIOD. During the
Aggregation Period, CRIIMI MAE shall cause the Servicer to service each Mortgage
Loan pursuant to the Servicing Agreement for the related Servicing Fee, which
Servicing Fee shall be payable monthly, only out of the interest portion of the
Monthly Payment received by CRIIMI MAE with respect to the related Mortgage
Loan. In the event of a conflict between the Servicing Fee Rate set forth herein
and the servicing fee rate as set forth in the Servicing Agreement, the
Servicing Fee Rate set forth herein shall be deemed to control. After the
Securitization with respect to any Mortgage Loan, CRIIMI MAE shall cause the
Servicer to continue to service such Mortgage Loan for a servicing fee
calculated at a rate per annum acceptable to the Rating 




<PAGE>

Agencies plus broker strips. The payment and performance of the obligations of
the Servicer under the Servicing Agreement with respect to the Mortgage Loans
prior to the related Securitization shall be guaranteed to CRE and CitiMae, Inc.
by CRIIMI MAE pursuant to the Guaranty.

                                   ARTICLE VI
                    CRIIMI MAE ACQUISITION OF MORTGAGE LOANS

Section 6.01 CRIIMI MAE'S COMMITMENT TO PURCHASE MORTGAGE LOANS. CRIIMI MAE
hereby agrees to purchase the Mortgage Loans from CRE in accordance with the
terms hereof upon the earliest to occur of: (i) the end of the Aggregation
Period, (ii) a date mutually agreeable to the parties to this Agreement and
(iii) otherwise as required hereunder. The Purchase Price of each Mortgage Loan
shall be equal to the sum of: (i) the outstanding principal balance of such
Mortgage Loan (or the purchase price thereof, for any Loans acquired pursuant to
Section 2.05(a), reduced by any amortization of the principal balance of such
Mortgage Loan after the date of acquisition), (ii) 50% of the accrued and unpaid
positive Net Carry on the Mortgage Loan (after taking into account any
unallocated negative Net Carry realized for any preceding monthly periods),
(iii) the amount, if any, advanced by the Servicer with respect to a monetary
default or a non-monetary default with respect to such Mortgage Loan pursuant to
the terms of the Servicing Agreement (which sums shall be reimbursed directly to
the Servicer), (iv) 50% of the aggregate amount of any excess negative Net Carry
with respect to such Mortgage Loan not taken into account pursuant to clause
(ii) above, (v) any loss associated with the hedge position on the Mortgage Loan
during the time it is included in the Program that is not otherwise recognized
as positive Net Carry pursuant to Section 6.01 (ii) or negative Net Carry
pursuant to Section 6.01 (iv), and (vi) the related Exit Fee, if applicable. If
the hedge position on a Mortgage Loan during 


<PAGE>

the period that is included in the Program results in a gain that is not
otherwise recognized as positive Net Carry pursuant to Section 6. 01 (ii) or
negative Net Carry pursuant to Section 6.01(iv), such gain shall be deducted
from the Purchase Price for such Mortgage Loan. The amounts on deposit in the
Reserve Accounts, including amounts representing investment earnings, may be
credited towards the Purchase Price of the Mortgage Loans, and the balance shall
be payable in cash.

Section 6.02 SALE OF MORTGAGE LOANS. If, by the Program Termination Date or an
earlier mutually agreed upon date, the parties have determined not to proceed
with a Securitization and have not otherwise disposed of the Mortgage Loans in a
mutually satisfactory manner, and in such other instances as are provided
herein, CRIIMI MAE shall be obligated to purchase the Mortgage Loans (or some of
the Mortgage Loans if so provided herein). In the event that CRIIMI MAE fails to
purchase any Mortgage Loan or Mortgage Loans required to be purchased by CRIIMI
MAE hereunder, CRE may sell such Mortgage Loan or Mortgage Loans. In connection
with any sale of the Mortgage Loans hereunder other than to CRIIMI MAE, CRIIMI
MAE shall pay all costs and expenses of CRE in connection with such sale up to a
maximum amount of $500,000. In the event the net sales price realized from the
disposition of such Mortgage Loan is less than the Purchase Price allocable
thereto plus any costs and expenses of CRE (up to the limit set forth above) in
connection therewith, CRE shall have the right to apply amounts in the Reserve
Accounts to cover any shortfall. To the extent that funds in the Reserve
Accounts are inadequate with respect thereto, CRIIMI MAE shall, promptly upon
request by CRE, remit funds under the Recourse Obligation up to the amount
available thereunder, to cover any remaining shortfall. If at any time (i) the
Portfolio Market Value is less than 97.5% and (ii) there are no further amounts
remaining available under the Recourse Obligation, CRE may, at its sole
discretion, terminate the Program and exercise all other remedies as set forth
in Section 8.01 


<PAGE>

(b), (c) and (d) as though an Event of Default had occurred, and all of the
provisions of such sections shall be applicable with respect thereto; PROVIDED,
HOWEVER, that CRE shall not exercise such right in the event that CRIIMI MAE
elects, at its option, to deposit funds in the Mark-to-Market Reserve Account in
accordance with Section 4.03, without regard to the limited nature of the
Recourse Obligation. An illustration of certain calculations is attached hereto
as Exhibit F.


<PAGE>

                                   ARTICLE VII
                             SECURITIZATION OF LOANS

<PAGE>

Section 7.01 SECURITIZATION OF LOANS. The parties agree that, it is anticipated
that upon the accumulation of up to an aggregate principal amount of Mortgage
Loans as deemed sufficient, by mutual agreement of CRIIMI MAE and CRE, for a
Securitization, CRIIMI MAE shall purchase the Mortgage Loans from CRE in an
amount equal to the Purchase Price in conjunction with a Securitization. CRIIMI
MAE shall separately engage CSI for the structuring and underwriting of the
investment grade bonds in connection with any Securitization in accordance with
the terms of a separate engagement letter. CRIIMI agrees to pay to CSI for
services as underwriter/placement agent on Mortgage Loans originated by CRIIMI
MAE, funded by CRE under the Program and included in a Securitization, a 75
basis point underwriting/placement fee on the aggregate outstanding principal
balance of the Mortgage Loans included in such Securitization. CRIIMI MAE will
have the right to name a co-underwriter to sell up to 25% of the investment
grade bonds in any Securitization. The amount due to the co-underwriter shall
not exceed 50 basis points on the 25% investment grade bond allocation. The
foregoing amount shall be paid out of CSI's underwriting fee. CRIIMI MAE shall
be responsible for all, or in the case of a joint transaction with another
issuer its pro-rata share of, issuance expenses associated with a
Securitization, which shall include legal counsel for both issuer and
underwriter/placement agent, accounting firms, trustee legal expenses, printing
expenses, and the up-front rating and surveillance monetary fees as well as
legal expenses for at least two Rating Agencies or such greater or lesser number
of Rating Agencies as future market conditions require. In connection with any
Securitization, CRE shall obtain, for the benefit of CRE, an opinion reasonably
acceptable in form and substance to CRE, from legal counsel reasonably
acceptable to CRE, that the transfer of the related Mortgage Loans from CRE to
CRIIMI MAE as provided in this Section 7.01 constitutes a "true sale" for
bankruptcy purposes. CRIIMI MAE shall pay 


<PAGE>

reasonable legal and counsel fees incurred by CSI and CRE in connection with a
Securitization (including the "true sale" opinion described above), not to
exceed the lesser of $100,000 and 1.75 basis points on the securitized pool
balance and all other costs incurred by CRIIMI MAE, CSI or CRE in connection
with any such Securitization (including the transfer or the Mortgage Loans from
CRE to CRIIMI MAE in connection therewith).

                                  ARTICLE VIII
                                     DEFAULT

Section 8.01 DEFAULT BY CRIIMI MAE; RIGHTS AND REMEDIES.

                  (a)      Any of the following shall constitute an "Event of
Default" by CRIIMI MAE:
                                    (i) any failure by CRIIMI MAE to remit to
                  CRE any payment required to be made under the terms of this
                  Agreement (including any amounts required to be paid or other
                  material obligation to be performed by CRIIMI MAE pursuant to
                  CRIIMI MAE's guaranty of the Servicer's obligations under the
                  Servicing Agreement);

                                    (ii) any failure, other than as provided in
                  (i) above, on the part of CRIIMI MAE duly to observe or
                  perform in any material respect any other of the covenants or
                  agreements on the part of CRIIMI MAE, set forth in this
                  Agreement, that continues unremedied for a period of 30 days
                  after the date on which written notice of such failure,
                  requiring the same to be remedied, shall have been given to
                  CRIIMI MAE by CRE;

                                    (iii) a decree or order of a court or agency
                  or supervisory authority having jurisdiction for the
                  appointment of a conservator or receiver or liquidator in any
                  insolvency, bankruptcy, readjustment of debt, marshalling of


<PAGE>

                  assets and liabilities or similar proceedings, or for the
                  winding-up or liquidation of its affairs, shall have been
                  entered against CRIIMI MAE and such decree or order shall have
                  remained in force undischarged or unstayed for a period of 30
                  days;

                                    (iv) CRIIMI MAE shall consent to the
                  appointment of a conservator or receiver or liquidator in any
                  insolvency, bankruptcy, readjustment of debt, marshalling of
                  assets and liabilities or similar proceedings of or relating
                  to CRIIMI MAE or of or relating to all or substantially all of
                  its property; or

                                    (v) CRIIMI MAE 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, or voluntarily suspend payment
                  of its obligations.

                  (b) The parties hereto agree that during the continuance of
any Event of Default hereunder, CRE (x) shall have the right, at its sole
option, to terminate the Program and remove all Mortgage Loans from the terms of
this Agreement, thereby terminating any and all of CRIIMI MAE's rights and
obligations concerning such Mortgage Loans, except as otherwise specifically
provided in Section 8.01(c) and (y) may, without notice to CRIIMI MAE or any
other party, elect to exercise all or any of its remedies under this Agreement
and under applicable law, including the right to sell the Mortgage Loans, to
apply all or part of the Reserve Accounts towards the obligations of CRIIMI MAE
hereunder, and the right to require payment by CRIIMI MAE under the Recourse
Obligation.

                  (c) Any termination of the Program pursuant to Section 8.01(b)
shall not relieve CRIIMI MAE of its obligation to purchase Mortgage Loans as
provided hereunder if so requested by CRE (PROVIDED, HOWEVER, that CRE shall
have no obligation to sell the Mortgage 


<PAGE>

Loans to CRIIMI MAE and that neither CRE nor CSI shall have any obligation to
undertake a Securitization) , and shall not affect the rights or obligations of
the parties arising out of any action, event on failure to act occurring prior
to the termination of the Program.

                  (d) In the event of any event of default, as defined therein,
by CRIIMI MAE under any other agreement between CRE and CRIIMI MAE, which
default is continuing, CRE shall have no further obligation to fund Mortgage
Loans under the Program.

                  (e) Except as otherwise expressly provided in this Agreement,
all rights and remedies under this Agreement are distinct and cumulative, not
only as to each other, but as to any rights and remedies afforded by law or
equity and may be exercised together, separately and successively, for the
benefit of CRE, its successors and assigns.

                                   ARTICLE IX
                    REPRESENTATIONS AND WARRANTIES; DEFAULTS

Section 9.01 REPRESENTATIONS AND WARRANTIES. CRIIMI MAE hereby makes and agrees
to make, for the benefit of CRE, its successors and assigns, all of the
Representations and Warranties. In connection with a Securitization, CRIIMI MAE
agrees to make, as of the date of the Securitization, all of the representations
and warranties required by the Rating Agencies and/or the underwriter of the
securities. Each representation made "to CRIIMI MAE's knowledge" shall refer to
such knowledge of CRIIMI MAE after due inquiry by such personnel of CRIIMI MAE
whose positions and responsibilities would require such inquiry in the course of
their duties.

Section 9.02 BREACH OF REPRESENTATION; DEFAULT. In the event that during the
Aggregation Period a breach of any Representation or Warranty is discovered or a
Mortgage Loan becomes a Defaulted Mortgage Loan, CRIIMI MAE shall be obligated,
upon request by CRE, to purchase at the related Purchase Price all Mortgage
Loans affected by such breach and all such Defaulted 


<PAGE>

Mortgage Loans in accordance with Article VI, and all of the terms of Article VI
shall apply with respect thereto.

Section 9.03 CRE'S REPRESENTATION AND WARRANTIES. With respect to any Mortgage
Loan purchased by CRIIMI MAE from CRE hereunder, CRE shall be deemed to
represent and warrant to CRIIMI MAE, as of such purchase date, that CRE owns
such Mortgage Loan and has the right to sell such Mortgage Loan to CRIIMI MAE
free and clear of all liens thereon. In addition, with respect to any Mortgage
Loan purchased by CRIIMI MAE from CRE that was purchased by CRE from a third
party, CRE shall assign to CRIIMI MAE all representations and warranties (which
shall be standard securitization representations and warranties) received by CRE
from such third party with respect thereto.

                                    ARTICLE X
                                  MISCELLANEOUS

Section 10.01     TERM OF AGREEMENT; SURVIVAL; EXCLUSIVITY.

                  (a) The term of this Agreement shall commence on the Effective
Date and terminate on the Program Termination Date or such earlier
date that CRE may elect to terminate this Agreement upon the occurrence and
during the continuance of an Event of Default.

                  (b) The parties agree that for the period from the Effective
Date through the end of the Aggregation Period, all Mortgage Loans that are
sourced by CRIIMI MAE and meet the criteria set forth in herein shall,
notwithstanding any other agreements, contracts or arrangements CRIIMI MAE may
have with third parties, be offered first to CRE for review in accordance with
Section 2.01 herein. Notwithstanding anything set forth hereinabove, this
arrangement shall not apply with respect to loans sourced by CRIIMI MAE for the
AIM funds and any already existing CRIIMI MAE or CRI affiliate. If CRE declines
to include any mortgage 


<PAGE>

loan offered by CRIIMI MAE in the Program, such mortgage loan may be dealt with
freely by CRIIMI MAE. Notwithstanding the foregoing, nothing herein shall be
deemed to restrict in any manner the ability of CRE or any Affiliate thereof to
make or purchase loans meeting some or all of the requirements thereof in
transactions unrelated to this Agreement.

                  (c) Notwithstanding anything contained herein, the
obligations, representations and warranties of CRIIMI MAE and CRE under this
Agreement shall commence on the Effective Date. 

Section 10.02 INDEMNIFICATION. CRIIMI MAE shall indemnify CRE and hold CRE
harmless against all losses, damages, penalties, fines, legal expenses,
judgments and any other costs, fees and expenses that CRE may sustain in any way
related to CRIIMI MAE's failure to perform, keep or observe any of its
obligations, covenants, representations or warranties under this Agreement,
including any lender liability claims; it being understood, however, that CRE's
sole recourse resulting from CRIIMI MAE's failure to purchase the Mortgage Loans
in accordance with the provisions of Section 6.01 shall be to sell the Mortgage
Loans and retain the proceeds of such sale, to apply the sums held in the
Reserve Accounts and to enforce the Recourse Obligations, all as set forth
herein.


Section 10.03 COSTS OF AGREEMENT PREPARATION. CRIIMI MAE shall pay all
reasonable legal fees and disbursements of CRE's legal counsel in connection
with the drafting and negotiation of this Agreement.


Section 10.04 NOTICES. Whenever it is provided in this Agreement that notice,
demand, request or other communication shall be given to or served upon one of
the parties hereto by another, any such notice, demand, request or communication
shall be in writing (except with respect to method (v) described below) and
shall be delivered (i) personally to the recipient at the address listed below,
(ii) by certified or registered mail, return receipt requested, (iii) by
overnight 


<PAGE>

commercial courier service, (iv) by electronic transfer device or (v)
with respect to notices concerning funds required to be deposited into a Reserve
Account only, by telephone.

                  If to CRIIMI MAE, at the following address:

                  CRIIMI MAE Inc.
                  The CRI Building
                  11200 Rockville Pike
                  Rockville, Maryland 20852
                  Attn: Cindy Azzara
                  Telephone:        (301) 816-2300
                  Fax:              (301) 231-0334

                  with a copy to:

                  CRIIMI MAE Inc.
                  The CRI Building
                  11200 Rockville Pike
                  Rockville, Maryland 20852
                  Attn: General Counsel
                  Telephone:        (301) 816-2300
                  Fax:              (301) 231-0334

                  If to CRE, at the following address:

                  Citicorp Real Estate, Inc.
                  599 Lexington Avenue
                  20th Floor
                  New York, New York 10043
                  Attn.: General Counsel
                  Telephone:        (212) 559-0818
                  Fax:              (212) 793-6766

                  with a copy to:

                  Citicorp Securities, Inc.
                  399 Park Avenue
                  3rd Floor
                  New York, New York 10043
                  Attn.:   Managing Director
                  Telephone:        (212) 559-0217
                  Fax:              (212) 793-0474


<PAGE>

Such notice, demand, request or communication shall be deemed (except as
otherwise provided herein) delivered (a) in the case of method (v),
simultaneously with the giving of notice, (b) in the case of methods (i) and
(iv), on the same day if received by 4:00 P.M. New York time on a Business Day
or on the next Business Day if received after such time, (c) in the case of
method (iii), on the next Business Day and (d) in the case of method (ii), on
the third (3rd) day, or if such day is not a Business Day, the next Business Day
after such third (3rd) day. Either party may at any time give notice in writing
to the other party of a change of its address or Fax number for purposes of this
Section 10.04.

Section 10.05 NO JOINT VENTURE. CRIIMI MAE and CRE are not partners or joint
venturers with each other, and nothing herein shall be construed so as to make
them such or impose any liability as such on either of them. Each party shall
perform its obligations hereunder as an independent contractor and not as an
agent of the other.

Section 10.06 ACTIONS THROUGH AFFILIATES. CRIIMI MAE agrees that any action or
performance stated to be taken or performed by CRE hereunder may in CRE's
discretion be taken or performed by any Affiliate of CRE, and such action or
performance shall be in satisfaction of any obligation hereunder as fully as if
taken by CRE. CRE agrees that any action or performance stated to be taken or
performed by CRIIMI MAE hereunder may in CRIIMI MAE'S discretion be taken or
performed by any entity in which CRIIMI MAE owns a majority interest, and such
action or performance shall be in satisfaction of any obligation hereunder as
fully as if taken by CRIIMI MAE.

Section 10.07 CRE'S DISCRETION. Unless otherwise explicitly stated herein, any
action, consent or waiver to be taken, granted, or given hereunder in CRE's
discretion or otherwise optionally by CRE shall be taken by CRE in its sole and
absolute discretion, using its business judgment in good faith under the
circumstances known to it at the time; PROVIDED, HOWEVER, that in the event 


<PAGE>

that CRIIMI MAE challenges such judgment, CRIIMI MAE shall have the burden of
proving that CRE had no business basis for such decision and acted solely in bad
faith.

Section 10.08 COUNTERPARTS. This Agreement may be executed in counterparts by
the parties hereto, and all such counterparts shall constitute one and the same
instrument.

Section 10.09 TRIAL BY JURY WAIVED. EACH PARTY HERETO HEREBY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT (INCLUDING ANY AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH) OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENDORSE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THIS WAIVER.

Section 10.10 GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York, without regard to its
conflicts of law principles.

Section 10.11 AMENDMENTS; WAIVERS. No amendment or waiver hereto shall be
effective unless evidenced by a writing executed by the parties hereto. Any
waiver shall be limited to the particular terms of such waiver. No act, course
of dealing or waiver shall be deemed to constitute an amendment hereto.

Section 10.12 PRESS RELEASES. Neither CRE nor CRIIMI MAE nor any of their
respective affiliates or subsidiaries shall issue any press release or make any
other formal public 


<PAGE>

announcement related to this Agreement or the transactions contemplated hereby
unless such press release or announcement shall have been approved in writing in
advance by the other party to this Agreement. This provision shall not preclude
either party from publicly disclosing any facts with respect to the transactions
contemplated by this Agreement if such disclosure is required by law.

Section 10.13 ENTIRE AGREEMENT. This Agreement, taken together with the
Servicing Agreement and the Guaranty, set forth the entire agreement between the
parties with respect to the subject matter thereof, and such agreements
supersede and replace any agreement or understanding that may have existed
between the parties prior to the date hereof in respect of such subject matter,
including, but not limited to the Original Agreement which is fully amended and
restated hereby.

Section 10.14 SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
benefit of and be enforceable by CRE and CRIIMI MAE and their respective
successors and assigns. CRE may assign this Agreement in whole or in part to any
Person to whom any Mortgage Loan is transferred whether pursuant to a sale or
financing. Upon any such assignment, the Person to whom such assignment is made
shall succeed to all rights and obligations of CRE under this Agreement with
respect to such Mortgage Loan. In the event of a merger involving CRE or its
Affiliates, CRE shall have the right to assign this Agreement to such other
business entity in Citigroup Inc. or any successor thereto by any name known.
CRIIMI MAE may not assign this Agreement without the prior written consent of
CRE.

Section 10.15 SURVIVAL. Except as otherwise provided herein, all warranties,
representations, covenants, obligations and agreements contained in this
Agreement shall survive the Closing Dates hereunder and transfer and conveyance
of the Mortgage Loans hereunder, and any and all performances hereunder.


<PAGE>

Section 10.16 HEADINGS.  Section headings are for reference purposes only,
and shall have no substantive effect.  


Section 10.17 GENERAL INTERPRETIVE PRINCIPLES. For purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

                  (a) 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;
                  (b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;
                  (c) references herein to "Articles," "Sections,"
"Subsections," "Paragraphs," and other subdivisions without reference to a
document are to designated Articles, Sections, Sections, Paragraphs and other
subdivisions of this Agreement;

                  (d) 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;

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

                  (f) the term "include" or "including" shall mean without
limitation by reason of enumeration.


<PAGE>

Section 10.18 REPRODUCTION OF DOCUMENTS. This Agreement and all documents
relating thereto, including, without limitation, (a) consents, waivers and
modifications which may hereafter be executed, (b) documents received by any
party at the closing, and (c) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

Section 10.19 DEDUCTION OF AMOUNTS OWED TO CRE. Prior to paying to CRIIMI MAE
any amounts due to CRIIMI MAE from CRE under the Program, CRE may deduct
therefrom any amounts due to CRE from CRIIMI MAE under the Program and that have
not yet been paid.

Section 10.20 OBLIGATION TO APPROVE. CRE shall have no obligation to approve any
Mortgage Loan in the event that it determines that due to secondary market
conditions, it may not be able to sell, transfer or assign the Mortgage Loan,
grant participations in the Mortgage Loan or issue mortgage pass-through
certificates or other securities evidencing a beneficial interest in the
Mortgage Loan in a rated or unrated public offering or private placement.

Section 10.21 FURTHER AGREEMENTS. CRE and CRIIMI MAE each agrees to execute and
deliver to the other such reasonable and appropriate additional documents,
instruments or agreements as may be necessary or appropriate to effectuate the
purposes of this Agreement.


<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.

                                CITICORP REAL ESTATE, INC.


                                 By:
                                     Name:
                                     Title:



                                 CRIIMI MAE INC.


                                 By:
                                     Name:
                                     Title:



<PAGE>

                                    EXHIBIT A

                         ELIGIBLE MORTGAGE LOAN CRITERIA

1.  Each Mortgage Loan shall:

(1)      comply in all respects with the Underwriting Guidelines;

(2)      be secured by a first lien on a fee simple or leasehold interest in the
         Mortgage Property, which Mortgaged Property shall be a Multifamily
         Property or a Commercial Property;

(3)      be a Fixed Rate Mortgage Loan;

(4)      have an original principal balance of not less than $1,000,000 or more
         than $40,000,000; and no group of Mortgage Loans to the same mortgagor
         or sponsor, (a) shall have an aggregate principal balance exceeding
         $60,000,000, or (b) be comprised of two or more cross-collateralized
         Mortgage Loans with combined principal balances or more than
         $40,000,000;

(5)      have an original term to maturity of not less than 5 years or more than
         15 years;

(6)      have an amortized maturity not exceeding 30 years;

(7)      have a Due Date of the first day of each calendar month, with interest
         payable in arrears;

(8)      provide that the outstanding principal balance thereof, together with
         all accrued and unpaid interest and other outstanding amounts
         thereunder, be payable upon written notice under CRIIMI MAE's "3-2-1
         no-lock program" (i.e., subject to Prepayment Premiums as follows: 3%
         during the first 3 years of the Mortgage Loan term; 2% during the years
         4, 5 and 6 of the Mortgage Loan Term; 1% for prepayment during years 7,
         8 and 9 of the Loan term, and no penalty thereafter), or locked with a
         yield maintenance or defeasance provision conforming to CRE's then
         applicable requirement;

(9)      not have a Fitch Stressed Rate below 1.00x (based on the CRE model);
         and

(10)     be a loan that is not a Premium Loan.

2. With respect to all Mortgage Loans funded by CRE under the Program, not more
than 20% by aggregate original principal balance may be secured by either hotel
properties or by self-storage facilities.


<PAGE>

                                    EXHIBIT B

                  REPRESENTATIONS AND WARRANTIES OF CRIIMI MAE

                  Section I. REPRESENTATIONS AND WARRANTIES OF CRIIMI MAE.
CRIIMI MAE hereby represents and warrants to CRE, as of the date hereof and as
of each Closing Date:

                  (i) DUE ORGANIZATION; QUALIFICATION; REIT STATUS. CRIIMI MAE
         is a corporation duly organized, validly existing and in good standing
         under the law of the State of Maryland, is duly qualified to transact
         business as a foreign corporation, and is in good standing and
         licensed, in each state in which the nature of its business or property
         owned by it requires such qualification and licensure. CRIIMI MAE has,
         at all relevant times, maintained its qualification as a Real Estate
         Investment Trust under the Internal Revenue Code of 1986, as amended.

                  (ii) AUTHORITY. CRIIMI MAE has the full power, authority and
         legal right to execute and deliver this Agreement (and all agreements
         executed and delivered by CRIIMI MAE in connection herewith) and to
         perform all transactions contemplated by this Agreement (and all
         agreements executed and delivered by CRIIMI MAE in connection
         herewith). CRIIMI MAE has duly authorized the execution, delivery and
         performance of this Agreement (and all agreements executed and
         delivered by CRIIMI MAE in connection herewith), and has duly executed
         and delivered this Agreement (and all agreements executed and delivered
         by CRIIMI MAE in connection herewith). This Agreement (and each
         agreement executed and delivered by CRIIMI MAE in connection herewith),
         assuming due authorization, execution and delivery by the other party
         or parties hereto or thereto, constitutes the legal, valid and binding
         obligation of CRIIMI MAE enforceable in accordance with its terms,
         except as such enforcement may be limited by bankruptcy, insolvency,
         reorganization, receivership, moratorium or other laws relating to or
         affecting the rights of creditors generally and by general principles
         of equity (regardless of whether such enforcement is considered in a
         proceeding in equity or at law).

                  (iii) NO CONFLICTS. Neither the execution and delivery of this
         Agreement nor the fulfillment, of or compliance with the terms and
         conditions of this Agreement by CRIIMI MAE will (a) conflict with or
         result in a breach of any of the terms, conditions or provisions of
         CRIIMI MAE's certificate of incorporation, as amended, or other
         organizational documents or any agreement or instrument to which CRIIMI
         MAE is now a party or by which it (or any of its properties) is bound,
         or constitute a default or result in an acceleration of indebtedness
         under any of the foregoing; (b) conflict with or result in a breach of
         any legal restriction if compliance therewith is necessary (1) to
         ensure the enforceability of this Agreement, or (2) for CRIIMI MAE to
         perform its duties and obligations under this Agreement 


<PAGE>

         (or any agreement executed and delivered by CRIIMI MAE in connection
         herewith); (c) result in the violation of any law, rule, regulation,
         order, judgment or decree to which CRIIMI MAE or its property is
         subject if compliance therewith is necessary (1) to ensure the
         enforceability of this Agreement or any Mortgage Loan, or (2) for
         CRIIMI MAE to perform its duties and obligations under this Agreement
         (or any agreement executed and delivered by CRIIMI MAE in connection
         herewith); or (d) result in the creation or imposition of any lien,
         charge or encumbrance that would have a material adverse effect upon
         any of its properties pursuant to the terms of any mortgage, contract,
         deed of trust or other instrument or materially impair the ability of
         CRE to acquire, hold, administer or dispose of or otherwise to realize
         on the Mortgage Loans.

                  (iv) SOLVENCY. CRIIMI MAE is solvent and the execution,
         delivery and performance of this Agreement (1) will not cause CRIIMI
         MAE to become insolvent, and (2) is not intended by CRIIMI MAE to
         hinder, delay or defraud any of its creditors.

                  (v) NO CONSENT REQUIRED. No consent, approval, authorization
         or order of, or registration or filing with, or notice to, any court or
         governmental agency or body having jurisdiction or regulatory
         authority, over CRIIMI MAE is required for (a) CRIIMI MAE's execution
         and delivery of this Agreement (and each agreement executed and
         delivered by CRIIMI MAE in connection herewith), (b) the consummation
         by CRIIMI MAE of the transactions contemplated by this Agreement (and
         each agreement executed and delivered by CRIIMI MAE in connection
         herewith) or, to the extent so required, such consent, approval,
         authorization, order, registration, filing or notice has been obtained,
         made or given (as applicable), except that (x) CRIIMI MAE may not be
         duly qualified to transact business as a foreign corporation or
         licensed in one or more states if such qualification or licensing is
         not necessary (1) to ensure the enforceability of any Mortgage Loan, or
         (2) for CRIIMI MAE to perform its duties and obligations under this
         Agreement (or any agreement executed and delivered by CRIIMI MAE in
         connection herewith), and (y) CRIIMI MAE makes no representation with
         respect to any required registration under the federal Securities Act
         of 1933, as amended (the "SECURITIES ACT"), or any state securities or
         blue sky law in connection with a Securitization. Without limitation of
         the foregoing, CRIIMI MAE represents and warrants that it is licensed
         as a mortgage broker and as a lender in each jurisdiction in which such
         license is necessary in connection with the execution, delivery and
         performance of this Agreement.

                  (vi) ABILITY TO PERFORM. CRIIMI MAE does not believe, nor does
         it have any reason or cause to believe, that it cannot perform each and
         every covenant of CRIIMI MAE contained in this Agreement (or any
         agreement executed and delivered by CRIIMI MAE in connection herewith).

                  (vii) NO LITIGATION PENDING. There are no actions. suits or
         proceedings pending or to CRIIMI MAE's knowledge threatened against
         CRIIMI MAE which draw into question the validity of this Agreement or
         which (if decided adversely to CRIIMI MAE), either in any one instance
         or in the aggregate, would result in any material adverse change in the
         business, operations, or financial condition of CRIIMI MAE or would
         impair materially the ability of CRIIMI MAE to perform its duties and
         obligations under this Agreement (or any agreement executed and
         delivered by CRIIMI MAE in connection herewith).

                  (viii) NO BROKERS. CRIIMI MAE has not dealt with any person
         (other than, CRE and its Affiliates) that may be entitled, by reason of
         any act or omission of CRIIMI MAE,


<PAGE>

         to any commission or compensation from, CRE or any of its Affiliates 
         in common with this Agreement or the transactions contemplated 
         hereby.

                  (ix) NO UNTRUE INFORMATION. No statement, report or other
         document relating to any Mortgage Loan furnished by or on behalf of
         CRIIMI MAE or any Affiliate thereof in writing (including electronic
         media) in connection with CRIIMI MAE's underwriting of and origination
         of the Mortgage Loans will contain any material untrue statement by
         CRIIMI MAE or any affiliate thereof of any material fact or any
         omission by CRIIMI MAE or any affiliate thereof of a material fact
         necessary to make the statements contained therein, in light of the
         circumstances under which they were made, not materially misleading.

                  (x) NO DEFAULT. CRIIMI MAE is not in default or breach of any
         agreement or instrument to which CRIIMI MAE is now a party or by which
         it (or any of its properties) is bound which breach or default would
         materially and adversely affect the ability of CRIIMI MAE to perform
         its obligations under this Agreement.

                  Section II. CRIIMI MAE hereby represents and warrants to CRE,
with respect to each Mortgage Loan as of the Closing Date (except as otherwise
stated), that:

                  (i) ORIGINATION. Such Mortgage Loan was originated in
         accordance with the Underwriting Standards, the Closing Standards and
         all other requirements set forth in this Agreement, and the Origination
         Services were performed in accordance with the Origination Services
         Standard. All Insurance Policies were written by Qualified Insurers.

                  (ii) MORTGAGE LOAN SCHEDULE. The information with respect to
         such Mortgage Loan set forth in the Mortgage Loan Schedule is true and
         correct in all material respects.

                  (iii) UNDERWRITING MEMORANDUM. The information set forth in
         the underwriting memorandum delivered to CRE is true and correct in all
         material respects.

                  (iv) DELINQUENCIES AND DEFAULTS. Such Mortgage Loan is not 30
         days or more delinquent in respect of any Monthly Payment of principal
         and/or interest required thereunder, without giving effect to any
         applicable grace period. There is no material default, breach or event
         of acceleration existing under the related Mortgage or Mortgage Note,
         and CRIIMI MAE has not received actual notice of any event (other than
         payments due but not yet delinquent) that, with the passage of time or
         with notice and the expiration of any grace or cure period, would
         constitute such a material default, breach or event of acceleration;
         provided, however, that this representation and warranty does not cover
         any default, breach or event of acceleration that specifically pertains
         to any matter otherwise covered by any other representation and
         warranty made by CRIIMI MAE herein. CRIIMI MAE has not waived any
         material default, breach, violation or event of acceleration existing
         under the related Mortgage or Mortgage Note.

                  (v) EQUITY PARTICIPATION OR PARTICIPATION INTEREST. Excerpt as
         disclosed in the related underwriting memorandum, such Mortgage Loan
         does not contain any equity participation by CRIIMI MAE or any other
         Person and is a whole loan and not a 


<PAGE>

         participation certificate; neither the related Mortgage Note nor the
         related Mortgage provides for negative amortization or any contingent
         or additional interest in the form of participation in the cash flow of
         the related Mortgaged Property. Except as so disclosed, CRIIMI MAE has
         no ownership interest in such Mortgaged Property or the related
         Mortgagor.

                  (vi) COMPLIANCE WITH APPLICABLE LAWS. Such Mortgage Loan
         either complies with or is exempt from applicable state or federal
         laws, regulations and other requirements pertaining to usury. CRIIMI
         MAE has 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, including
         without limitation, if applicable, truth-in-lending, real estate
         settlement procedures, equal credit opportunity and disclosure laws.

                  (vii) PROCEEDS FULLY DISBURSED. Except as disclosed in the
         related underwriting memorandum, the proceeds of such Mortgage Loan
         will be fully disbursed as of the closing Date, and there is no
         requirement for future advances thereunder. 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 Mortgagor.

                  (viii) 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, enforceable
         in accordance with its terms, subject to any non-recourse provisions in
         the Mortgage Loan documents and applicable state anti-deficiency laws,
         except as such enforcement may be limited by bankruptcy, insolvency,
         reorganization, receivership, moratorium or other laws relating to or
         affecting the rights of creditors generally and by general principles
         of equity (regardless of whether such enforcement is considered in a
         proceeding in equity or at law). There is no valid offset, defense,
         counterclaim or right of rescission with respect to such Mortgage Note,
         Mortgage or other Mortgage Loan document, nor will the operation of any
         of the terms of such Mortgage Note or such Mortgage, or the exercise of
         any right thereunder, render either such Mortgage or such Mortgage Note
         unenforceable or subject to any valid right of rescission, offset,
         counterclaim or defense, including without limitation the defense of
         usury, and to CRIIMI MAE's knowledge, no such right of rescission,
         offset, counterclaim or defense has been asserted or is available with
         respect thereto.

                  (ix) ASSIGNMENT OF MORTGAGE; MORTGAGE NOTE ENDORSEMENT. The
         related Assignment of Mortgage is in recordable form and shall, upon
         completion in the name of CRE's transferee, evidence CRE's valid and
         binding assignment to such transferee of the related Mortgage and any
         related assignment of leases, rents and profits.

                  (x) 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 


<PAGE>

         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 encumbrances and liens
         having priority over the first lien of such Mortgage, except for (1)
         the lien of current real estate taxes and special assessments not yet
         delinquent or accruing interest or penalties, (2) covenants, conditions
         and restrictions, rights of way, easements and other matters of public
         record as of the date of recording of such mortgage that do not or will
         not materially and adversely (A) affect the value of such Mortgaged
         Property as security for such Mortgage Loan, or (B) interfere with the
         related Mortgagor's ability to make required principal and interest
         payments or to make use of such Mortgaged Property for the intended
         purposes therefor, (3) leases and subleases pertaining to such
         Mortgaged Property that are not required pursuant to the Underwriting
         Guidelines to be subordinated to the lien of such Mortgage, and (4)
         other matters to which like properties are commonly subject which do
         not or will not, individually or in the aggregate, materially and
         adversely (A) affect the value of such Mortgaged Property as security
         for such Mortgage Loan, or (B) interfere with the related Mortgagor's
         ability to make required principal and interest payments or to make use
         of such Mortgaged Property for the intended purposes therefor.

                  (xi) APPROVED LOAN DOCUMENTS. The Mortgage Loan was originated
         on approved Loan Documents.

                  (xii) MODIFICATIONS AND WAIVERS. The terms of the Mortgage and
         the Mortgage Note for such Mortgage Loan have not been impaired,
         waived, altered or modified in any manner which materially interferes
         with the security intended to be provided by the Mortgage or the
         benefits intended to be provided by the Mortgage Note.

                  (xiii) NO TAXES OR ASSESSMENTS DELINQUENT. Based upon the
         applicable laws, rules and regulations of the taxing authorities having
         jurisdiction over the related Mortgaged Property (excluding any related
         personal property), no tax or governmental assessment, or if payable in
         installments, no installment thereof, that became due and owing prior
         to the closing date in respect of such Mortgaged Property and that, if
         left unpaid, would be, or might become, a lien on such Mortgaged
         Property having priority over the related mortgage, has become
         delinquent such that (a) such tax, assessment or installment has
         commenced to accrue interest or penalties, or (b) any such taxing
         authority may commence proceedings to collect such tax, assessment or
         installment, as applicable.

                  (xiv) ESCROW DEPOSITS. The related escrow account(s), if any,
         contains all escrow deposits and other escrow payments required by the
         terms of the related Mortgage Loan documents (inclusive of any
         applicable grace or cure period) to be held by the Mortgagee as of the
         Closing Date. To the extent not being transferred to CRE, all escrow
         deposits and other escrow 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 CRIIMI MAE or its agent.


<PAGE>

                  (xv) NO CONDEMNATION OR DAMAGES. No proceedings for the total
         or partial condemnation of the related Mortgaged Property (1) have
         occurred or (2) to CRIIMI MAE's knowledge, are pending or threatened
         other than, 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. Such Mortgaged
         Property is being used for the purpose(s) set forth in the Commitment
         Letter executed by the related Mortgagor (or an Affiliate thereof) in
         connection with the origination of such Mortgage Loan and, to CRIIMI
         MAE's knowledge, is in good repair and free of any damage, waste or
         defective condition that would 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.

                  (xvi) NO MECHANICS' LIENS. The related Mortgaged Property
         (excluding any related personal property) is free and clear of any
         mechanics' and materialmen's liens or liens in the nature thereof, and
         no rights are outstanding that, under law, could give rise to any such
         liens, if any of such liens are or may be prior to, or equal with, the
         lien of the related mortgage, except those which are insured against by
         the related lender's title insurance policy referred to in Section II
         (xviii) below.

                  (xvii) TITLE SURVEY; IMPROVEMENTS. The related Mortgage File
         includes an as-built survey, a survey recertification, a site plan, a
         recorded plat or the like, with respect to the related Mortgaged
         Property, that 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 of the Mortgaged Properties located in the
         State of Texas where the exception for "Shortages in area" and
         easements not shown by the public records could not be deleted and is
         customarily accepted by prudent commercial mortgage lenders in such
         jurisdiction. Except for encroachments and similar matters which do not
         materially and adversely affect the value of such Mortgaged Property as
         security for such Mortgage Loan, (i) none of the improvements which
         were included for the purpose of determining the Appraised Value of
         such Mortgaged Property lies outside the boundaries and building
         restriction lines of such Mortgaged Property (unless affirmatively
         covered by the title insurance referenced in (xix) below), and (ii) no
         improvements on adjoining properties materially encroach upon such
         Mortgaged Property so as to materially and adversely affect the value
         of such Mortgaged Property as security for such Mortgage Loan.

                  (xviii) COMPLIANCE WITH LAWS. To CRIIMI MAE'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, a representation or opinion obtained
         from the seller or borrower or other information acceptable to CRIIMI
         MAE at the time of such purchase), (1) 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, (2) the related
         Mortgaged Property complies with all other laws and regulations
         pertaining to the use and occupancy thereof, excluding Environmental
         Laws (as defined and addressed in (xxxvii) and (xxxviii) below), and
         all applicable insurance 


<PAGE>

         requirements, (3) the Mortgagor has obtained all inspections, licenses,
         permits, authorizations, and certificates necessary for such
         compliance, including, but not limited to, certificates of occupancy,
         and (4) no governmental authority has issued any notification 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 Mortgagor has failed to obtain such inspections, licenses or
         certificates, except (in the case of any of clauses (1), (2), (3) or
         (4)) for such violation or non-compliance (A) 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, (B) which is
         specifically addressed by the appraiser in the determination of the
         related Appraised Value, or (C) for which an escrow account held for
         the Mortgagee has been established in an amount sufficient to pay for
         the estimated costs to correct such violations or non-compliance.

                  (xix) 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 CRE and its successors and assigns that
         the related Mortgage as a valid first lien on the related Mortgaged
         Property, subject only to exceptions described in Section II (x) above
         (or, if such a title insurance policy has not yet been issued in
         respect of any 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). Such title insurance policy is (or, when issued, will be) in
         full force and effect, and upon payment of any required additional
         premium, issuance of the related Mortgage Note to CRE and recording of
         the related mortgage or assignment of mortgage in favor of CRE in the
         applicable real estate records, such title insurance policy will inure
         to the benefit of CRE. Such title insurance policy (1) 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 such exceptions as are customarily accepted by prudent commercial
         mortgage lenders in the related jurisdiction, and (2) contains only
         such exceptions for boundary, encroachments and survey matters as are
         customarily accepted by prudent commercial mortgage lenders. CRIIMI MAE
         will not take, or omit to take, any action, and to CRIIMI MAE's
         knowledge, no other person has taken, or omitted to take, any action,
         that would materially impair the coverage benefits of any such title
         insurance policy.

                  (xx) APPRAISAL. CRIIMI MAE has obtained an Appraisal of the
         related Mortgage Property by an MAI-certified appraiser duly appointed
         by CRIIMI MAE who had no interest, direct or indirect in such Mortgaged
         Property or in any loan made on the security thereof, whose
         compensation under the terms of the appraiser's engagement was not
         (directly or indirectly) based upon the approval or disapproval of such
         Mortgage Loan (other than a reduction of such compensation due to any
         early termination of the engagement). Such Appraisal satisfies all
         requirements of this Agreement. The market 


<PAGE>

         value used by CRIIMI MAE in calculating the Loan-to-Value Ratio of such
         Mortgage Loan was not greater than the appraised value as set forth in
         the Appraisal.

                  (xxi) INSURANCE RELATED TO MORTGAGED PROPERTY. The related
         Mortgaged Property is 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 (1) the full replacement cost of
         all improvements to such Mortgaged Property and (2) 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 Mortgagee and its successors as additional
         insureds; (b) an insurance policy providing business interruption or
         rental continuation coverage in an amount not less than 12 months of
         operations of such Mortgaged Property; (c) a comprehensive general
         liability insurance policy in an amount not less than $1 million 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 (A) the
         stated principal amount of the related Mortgage Note, and (B) the
         maximum amount of insurance available under the Flood Disaster
         Protection Act of 1973, as amended. 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, and no such
         notice has been received by any person. With respect to each such
         insurance policy, either the seller or CRIIMI MAE has received a
         certificate of insurance or similar document dated within the last 12
         months to the effect that such policy is in full force and effect.

                  (xxii) UCC FINANCING STATEMENTS. One or more Uniform
         Commercial Code financing statements covering all furniture, fixtures,
         equipment and other personal property (1) which are collateral under
         the related Mortgage or under a security or similar agreement executed
         and delivered in connection with such Mortgage Loan, and (2) 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) in all Uniform
         Commercial Code filing offices necessary to the perfection under
         applicable law, of a security interest in such furniture, fixtures,
         equipment and other personal property.

                  (xxiii) LITIGATION. To CRIIMI MAE's knowledge, there are no
         pending or threatened actions, suits or proceedings by or before any
         court or governmental authority against or affecting the Mortgagor
         under any Mortgage Loan or the related Mortgaged Property that, if
         determined adversely to such Mortgagor or Mortgaged Property, would
         materially and adversely affect the value of the Mortgaged Property or
         the ability of the Mortgagor to pay principal, interest or any other
         amounts due under such Mortgage Loan.

                  (xxiv) BANKRUPTCY AND INSOLVENCY. To CRIIMI MAE's knowledge,
         no Mortgagor under the Mortgage Loan is a debtor in any state or
         federal bankruptcy or insolvency proceeding.


<PAGE>

                  (xxv) CUSTOMARY PROVISIONS. The related Mortgage Note and the
         related Mortgage contain customary and enforceable provisions such as
         to render the rights and remedies of the holder thereof adequate for
         the practical realization against the related Mortgaged Property of the
         benefits of the security, including, but not limited to, judicial or,
         if applicable, nonjudicial foreclosure.

                  (xxvi) ACCESS ROUTES. Surveys, title insurance reports, the
         title insurance policy and other relevant documents contained in the
         related Mortgage File indicate that (1) the Mortgagor has sufficient
         rights with respect to amenities, ingress and egress and similar
         matters identified in the appraisal of the related Mortgaged Property
         as being critical to the Appraised Value thereof, and (2) such
         Mortgaged Property is receiving adequate services from public or
         private water, sewer and other utilities, none of which is subject to
         revocation as a result of a foreclosure or change in ownership of an
         adjacent property.

                  (xxvii) RELEASE OF LIEN. The related Mortgage Note or Mortgage
         does not require the Mortgagee to release all of the related Mortgaged
         Properties from the lien of the related Mortgage except upon payment in
         full of all amounts due under such Mortgage Loan.

                  (xxviii) APPLICATION OF INSURANCE PROCEEDS. Any insurance
         proceeds in respect of a casualty loss or taking, will be applied
         either to the repair or restoration of all or part of the related
         Mortgaged Property, with the mortgagee or a trustee appointed by it
         having the right to hold and disburse such proceeds as the repair or
         restoration progresses, or to the payment of the outstanding principal
         balance of such mortgage loan together with any accrued interest
         thereon.

                  (xxix) SERVICING. The servicing and collection practices used
         with respect to the Mortgage Loan have complied with all applicable law
         in all material respects and are consistent with the standards applied
         by prudent servicers of Mortgage Loans of the same type as the Mortgage
         Loan.

                  (xxx) DELINQUENCY ADVANCES. No holder of such Mortgage Loan
         has, to CRIIMI MAE's knowledge, advanced funds or induced, solicited or
         knowingly received any advance of funds from a party other than the
         owner of the related Mortgaged Property, directly or indirectly, for
         the payment of any amount required by such Mortgage Loan.

                  (xxxi) MORTGAGE LOANS SECURED BY GROUND LEASE AND NOT BY FEE
         INTEREST. With respect to each Mortgage Loan that is secured in whole
         or in part by the interest of the related Mortgagor 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, CRIIMI
         MAE hereby represents and warrants that:

                           (1) to CRIIMI MAE's knowledge: (A) such Ground Lease
                  is in full force and effect, (B) such Ground Lease or a
                  memorandum thereof has been 


<PAGE>

                  recorded in the applicable real estate records, (C) such
                  Ground Lease does not prohibit the interest of the related
                  lessee thereunder from being encumbered by the related
                  Mortgage, or a separate written agreement permitting such
                  encumbrance has been obtained, and (D) there have been no
                  material changes in the terms of such Ground Lease except as
                  so forth in written instruments which are part of the related
                  Mortgage File;

                           (2) except as may be indicated in the related title
                  insurance policy or commitment, 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 superior to, or of equal priority with, the
                  related Mortgage and the lessor has not entered into any
                  agreement to subordinate the Ground Lease to future mortgages
                  or liens on the Fee Interest;

                           (3) the related lessee's interest in such Ground
                  Lease may be transferred to CRE and its successors and assigns
                  through foreclosure of the related mortgage or conveyance in
                  lieu of foreclosure and, thereafter, may be transferred to
                  another person by the 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
                  (A) it has been obtained prior to the Closing Date, or (B) it
                  is not to be unreasonably withheld) provided that such Ground
                  Lease has not been terminated and all amounts owed thereunder
                  have been paid;

                           (4) 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 (the
                  related lessor having received notice of the related Mortgage)
                  or under the terms of a separate written agreement;

                           (5) the Mortgagee is entitled, under the terms of
                  such Ground Lease or a separate written agreement, to receive
                  notice of any default by the related lessee under such Ground
                  Lease, and after any such notice is entitled to the time
                  provided to the related lessee under such Ground Lease to cure
                  such default;

                           (6) 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 10 years beyond
                  the maturity date of the related Mortgage Loan;

                           (7) such Ground Lease does not impose any
                  restrictions on subletting that CRIIMI MAE considers to be
                  commercially unreasonable at the time of its origination;

                           (8) the lessee has not received any notice that (A)
                  the related lessor under such Ground Lease is asserting a
                  default by the related lessee or an event of default
                  thereunder, or (B) any 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;


<PAGE>

                           (9) the related lessor has agreed in a writing which
                  is included in the related mortgage file that such Ground
                  Lease may not be amended, modified, canceled or terminated
                  without the prior written consent of the Mortgagee and that
                  any such action without such consent is not binding upon the
                  Mortgagee; and

                           (10) under the terms of such Ground Lease and the
                  related Mortgage, 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
                  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, or to the payment of the outstanding principal
                  balance of or accrued interest on such Mortgage Loan.

                  (xxxii) MORTGAGE LOANS SECURED BY BOTH GROUND LEASE AND FEE
         INTEREST. With respect to each Mortgage Loan that is secured in whole
         or in part by the interest of the related Mortgagor as lessee under a
         Ground Lease of all or a portion of the related Mortgaged Property, and
         as to which the related Fee Interest is subject or subordinate to the
         lien of the related mortgage, (1) such fact is set forth in the
         mortgage file or the underwriting memorandum, and (2):

                           (A) such Fee Interest is subject or subordinated of
                  record to such mortgage; and such Mortgage does not by its
                  terms provide that it will be subordinated to the lien of any
                  other mortgage or encumbrance upon such Fee Interest; and

                           (B) except as disclosed in writing in the related
                  Mortgage File and as approved in writing by CRE, upon
                  occurrence of a default under the terms of such Mortgage by
                  the related Mortgagor, any right of the related lessor to cure
                  such default (granted to such lessor under any agreement
                  binding upon the originator or its successors and assigns)
                  would entitle such lessor, prior to acceleration of the
                  maturity of such Mortgage Loan and the commencement of
                  foreclosure of such Mortgage, to be given notice of such
                  default and (I) no more than 30 days after such notice, to
                  cure any default in the payment of principal or interest or
                  other monetary default under such Mortgage, and (II) no more
                  than 60 days after such notice, to cure any other default or,
                  alternatively, to commence proceedings to recover possession
                  of such Mortgage Property plus a reasonable opportunity to
                  cure such default after such lessor's recovery of possession
                  if such lessor pursues such proceedings in good faith and with
                  due diligence.

                  (xxxiii) 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, either has been properly designated
         and currently so saves or may be substituted in accordance with
         applicable law. Except in connection with a trustee's sale after
         default by the related Mortgagor or in connection with the release of
         the related Mortgaged Property following 


<PAGE>

         the payment of such Mortgage Loan in full, no fees or expenses are or
         will be payable by the Mortgagee to such trustee.

                  (xxxiv) CROSS-SECURITY. Except as disclosed in the related
         underwriting memorandum, the related Mortgaged Property is not
         collateral or security for the payment or performance of any other
         obligations owed to any Person other than the Mortgagee thereunder,
         except for security interests in personal property and fixtures.

                  (xxxv) ASSIGNMENT OF LEASES, RENTS AND PROFITS. Unless the
         related Mortgaged Property is occupied by the related Mortgagor, the
         related Mortgage Loan documents contain the provisions of any
         assignment of leases, rents and profits or include a separate
         assignment of leases, rents and profits. Any related assignment of
         leases, rents and profits incorporated within the related Mortgage or
         set forth in a separate Mortgage Loan document creates a valid first
         priority assignment of, or security interest in, the right to receive
         all payments due under the related leases, if any.

                  (xxxvi) QUALIFIED MORTGAGE. (1) Such Mortgage Loan is
         principally secured by an interest in real property and either (A) 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 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 (B) 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, was the only security
         for such Mortgage Loan; (2) except as disclosed in the related
         underwriting memorandum, such Mortgage Loan contains no equity
         participation by the Mortgage, 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 (3) such
         Mortgage Loan is a "qualified mortgage" as defined in, and for purposes
         of, Section 860G of the Code.

                  (xxxvii) ENVIRONMENTAL ASSESSMENT. (1) In connection with the
         origination of such Mortgage Loan, a Phase I Environmental Report and,
         if recommended by the Phase I Environmental Report, a Phase II
         Environmental Report were obtained with respect to the related
         Mortgaged Property from an independent environmental engineer or
         consultant; and (2) such Environmental Report(s) did not indicate the
         existence of conditions or circumstances respecting such Mortgaged
         Property that would (A) constitute or result in a material violation of
         any applicable Environmental Law, (B) impose any material constraint on
         the operation of such Mortgaged Property or require material change in
         the use thereof, or (C) require clean-up, remedial action or other
         response with respect to Hazardous Materials on or affecting such
         Mortgaged Property under any applicable Environmental Law, with the
         exception of conditions or circumstances (I) which such Environmental
         Report(s) indicated could be cleaned up, remediated or brought into
         compliance with applicable Environmental Law by the taking of certain
         actions, and (II) either (a) for which a hold-back or other escrow of
         funds not less than the costs of taking such clean-up, remediation or
         compliance actions have been taken, or (b) for which an environmental
         insurance policy (which policy shall be issued by an insurance company
         which is duly qualified as such under the laws of the states in which
         the mortgaged


<PAGE>

         properties (including the Mortgaged Property) insured by such company
         are located, duly authorized and licensed in such states to transact
         the applicable insurance business and write the insurance provided, and
         whose claims-paying ability with respect to hazard and flood insurance
         is rated A:V or better (or the equivalent in any successor rating
         system) by Best's Key Rating Guide) in an amount satisfactory to CRIIMI
         MAE has been obtained by the related borrower or an indemnity for such
         costs has been obtained from a potentially culpable party, or (c) such
         clean up, remediation or compliance actions in compliance with
         applicable Environmental law have been completed prior to the closing
         of such Mortgage Loan. To CRIIMI MAE's knowledge, neither the borrower
         nor, in the case of a Section 1.06 Loan, the seller, has taken any
         action which would cause either such Mortgaged Property to become
         subject to liability under CERCLA. For purposes of this Agreement, the
         term "ENVIRONMENTAL LAW" shall mean any environmental law, ordinance,
         rule, regulation or order of a federal, state or local governmental
         authority, including, without limitation, the Comprehensive
         Environmental Response, Compensation and Liability act of 1980, as
         amended (42 U.S.C. ss.ss. 9601 ET SEQ.) ("CERCLA"), the Hazardous
         Material Transportation Act, as amended (49 U.S.C. ss.ss. 1801 ET
         SEQ.), the Resource Conservation and Recovery Act, as amended (42
         U.S.C. ss.ss. 6901 ET SEQ.), the Federal Water Pollution Control Act,
         as amended (33 U.S.C. ss.ss. 1251 ET. SEQ.), the Clean Air Act, as
         amended (42 U.S.C. ss.ss. 7401 ET. SEQ.) and the regulations
         promulgated pursuant thereto. For purposes of this Agreement,
         "HAZARDOUS MATERIALS" shall mean any dangerous, toxic or hazardous
         pollutants, chemicals, wastes or substances, including, without
         limitation, those so identified pursuant to CERCLA or any including,
         without limitation, 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.

                  (xxxviii) NOTICE OF ENVIRONMENTAL PROBLEM. Other than with
         respect to any conditions identified in the Phase I and/or Phase II
         Environmental Reports referred to in Section (xxxi) above: (1) has
         received actual notice form any federal, state or other governmental
         authority of (A) any failure of the related Mortgaged Property to
         comply with any applicable Environmental Laws, or (B) any known or
         threatened release of Hazardous Materials on or from such Mortgaged
         Property in violation of Environmental Laws; or (2) has received actual
         notice from the related Mortgagor that (A) such borrower has received
         any such notice from any such governmental authority, (B) such
         Mortgaged Property fails to comply with Environmental Laws, or (C) has
         received actual notice that there is any known or threatened release of
         Hazardous Materials on or from such Mortgaged Property in violation of
         Environmental Laws; or (3) has any actual knowledge that (A) the
         related Mortgaged Property fails to materially or significantly comply
         with any applicable Environmental Law or (B) there has been any known
         or threatened material or significant release of Hazardous Materials on
         or from such Mortgaged Property in violation of any applicable
         Environmental Law.

                  (xxxix) RECOURSE. Except as set forth in the related
         underwriting memorandum, the related Mortgage Loan documents contain
         standard provisions providing for recourse 


<PAGE>

         against the related Mortgagor for damages sustained in connection with
         the borrower's fraud, intentional misrepresentation, or
         misappropriation of any tenant security deposits or rent. Except as set
         forth in the related underwriting memorandum, the related Mortgage Loan
         documents contain provisions pursuant to which the related Mortgagor
         has agreed to indemnify the Mortgagee for damages resulting from
         violations of Environmental Laws.

                  (xxxx) LEASES. With respect to each Mortgage Loan: (1) prior
         to either the origination of such Mortgage Loan or the funding of such
         Mortgage Loan by CRE, or CRIIMI MAE obtained tenant estoppel
         certificates from all tenants whose leases covered more than 10% of the
         net leaseable area of the related Mortgaged Property; and based upon
         such tenant estoppel certificates, no defaults with respect to any such
         lease existed as of the date of the related tenant estoppel
         certificate; and (2) neither CRIIMI MAE nor the originator has received
         any notice of the existence of any default under any such lease or of
         the existence of any condition which but for the passage of time or the
         giving or notice, or both, would result in such a default.

                  (xxxxi) ENVIRONMENTAL COMPLIANCE. One or more of the related
         Mortgage Loan documents 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 Environmental Law or an indemnity with respect to any such
         violation in favor of the mortgagee.

                  (xxxxii) INSPECTION. CRIIMI MAE has inspected the related
         Mortgaged Property or caused such Mortgaged Property to be inspected in
         connection with the origination of the Mortgage Loan.

                  (xxxxiii) SUBORDINATE DEBT. Except as has been specifically
         disclosed in writing to CRE on or before the Closing Date, 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 Mortgagor encumbers the related Mortgaged Property without
         the prior written consent of the Mortgagee thereunder.

                  (xxxxiv) COMMON OWNERSHIP. No two properties securing a
         Mortgage Loan are directly or indirectly under common ownership except
         to the extent that such common ownership and the ownership structure
         has been specifically disclosed in writing to CRE.

                  (xxxxv) OPERATING OR FINANCIAL STATEMENT. The related Mortgage
         Loan documents require the related Mortgagor to furnish to the
         mortgagee at lease annually an operating statement 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.


<PAGE>

                                    EXHIBIT C

                     FORM OF CRIIMI MAE CLOSING CERTIFICATE

<PAGE>

                                    EXHIBIT D

                            CONTENTS OF MORTGAGE FILE

<TABLE>
<CAPTION>
   NO.                                      DOCUMENT NAME
   --                                       -------------

<S>     <C>
             BORROWER ORGANIZATIONAL DOCUMENTS

             Corporate Borrower

1            Certificate of Incorporation and all amendments thereto,
             certified as filed by Secretary of State where incorporated

2            By-Laws certified by Borrower

3            Certificate of Good Standing issued by Secretary of State
             where incorporated

4            Certificate of Good Standing issued by Secretary of State
             where property is located

5            Certificate of Corporate Resolutions and Incumbency

6            Receipt of current year's Franchise Tax payment (if required)

7            Affidavit of Corporate Borrower re ownership of stock (if
             required)

             General Partnership Borrower


8            Partnership Agreement and all amendments thereto, certified
             by Borrower

9            Partnership Certificate and all amendments thereto, certified as
             filed by appropriate office in state where organized

10           Evidence of qualification in state where property is located

11           Partner consents to the loan and the execution of the loan
             documents by the executing partner (if required)

             Limited Partnership Borrower

12           Certificate of Limited Partnership and all amendments
             thereto, certified as filed by appropriate office in state
             where organized

13           Limited Partnership Agreement and all amendments thereto,
             certified by Borrower

14           Evidence of Publication

15           Fictitious Name Affidavit or Certificate of Limited
             Partnership certified as filed by appropriate office in state
             where property is located

16           Limited Partner consents to the loan and the execution of the loan
             documents by the executing partner (if required)

             Corporate General Partner of Borrower

17           Certificate of Incorporation and all amendments thereto, certified
             as filed by Secretary of State where incorporated

18           By-laws, certified by corporate general partner of Borrower

19           Certificate of Good Standing issued by Secretary of State
</TABLE>


<PAGE>

<TABLE>
<S>     <C>
             where incorporated

20           Certificate of Corporate Resolutions and Incumbency

21           Receipt of current year's Franchise Tax payment (if required)

22           Affidavit of Corporate General Partner of Borrower re:
             ownership of stock (if required)

             Partnership General Partner of Borrower

23           Partnership  Agreement  and all  amendments  thereto,  certified by
             General Partner of Borrower

24           Partnership Certificate and all amendments thereto, certified as
             filed by appropriate office in state where organized

25           Partner consents to the loan and the execution of the loan
             documents by the executing partner (if required)

             Corporate Guarantor

26           Certificate of Incorporation and all amendments thereto, certified
             as filed by Secretary of State where incorporated

27           By-Laws, certified by Guarantor

28           Certificate of Good Standing issued by Secretary of State
             where incorporated

29           Certificate of Corporate Resolutions and Incumbency

30           Receipt of current year's Franchise Tax payment (if required)

31           Affidavit of Corporate Guarantor re ownership of stock (if
             required)

             Partnership Guarantor

32           Partnership Agreement and all amendments thereto, certified
             by Guarantor

33           Partnership Certificate and all amendments thereto, certified as
             filed by appropriate office in state where organized

34           Partner  consents to the loan and the  execution of the Guaranty of
             Payment by the executing partner (if required)

             Corporate General Partner of Guarantor

35           Certificate of Incorporation and all amendments thereto, certified
             as filed by Secretary of State where incorporated

36           By-Laws, certified by corporate general partner of Guarantor

37           Certificate of Good Standing issued by Secretary of State
             where incorporated

38           Certificate of Corporate Resolutions and Incumbency

39           Receipt of current year's Franchise Tax payment (if required)

40           Affidavit of Corporate General Partner of Guarantor re
             ownership of stock (if required)

             Partnership General Partner of Guarantor

41           Partnership Agreement and all amendments thereto, certified by
             General Partner of Guarantor

42           Partnership Certificate and all amendments thereto, certified as
             filed by appropriate office in state where organized

43           Partner  consents to the loan and the  execution of the Guaranty of
             Payment by the executing partner (if required)
</TABLE>


<PAGE>

<TABLE>
             FINANCIAL STATEMENTS
<S>       <C>
44           Financial Statement of Borrower (audited by a nationally recognized
             firm of certified public accountants, if required)

45           Financial Statement of General Partner of Borrower (audited
             by a nationally recognized firm of certified public
             accountants, if required)

46           Financial Statement of Guarantor (audited by a nationally
             recognized firm of certified public accountants, if required)

47           Financial Statement of General Partner of Guarantor (audited
             by a nationally recognized firm of certified public
             accountants, if required)

48           Operating Statement of property, prepared and certified by
             Borrower

             APPRAISAL, INVENTORY AND INSPECTION

49           Appraisal of property

50           Inspection of property

51           Evidence of required Borrower equity in property

52           Inventory of personal property

             GROUND LEASES

53           Ground Lease, including all amendments, modifications and mesne
             assignments into Borrower

54           Recorded memorandum of Ground Lease

55           Estoppel Letter of Ground Lessor

56           Notice from Lender to Ground Lessor (if required)

57           Subordination of existing fee mortgages to current leasehold
             mortgage

             SPACE LEASES

58           Space leases, including all modifications and amendments
             thereto

59           Form of residential space lease

60           Form of commercial space lease

61           Tenant estoppel letters

62           Subordination Agreements (if required)

63           Subordination, Non Disturbance and Attornment Agreements (if
             required)

64           Certified Rent Roll or Occupancy Statement

65           291-F Notices to space tenants

             ACQUISITION DOCUMENTS

66           Contract of Sale

67           Proposed Deed

68           Proposed purchase money mortgage/deed of trust and note (if
             applicable)
</TABLE>


<PAGE>

<TABLE>

<S>        <C>                                   
69           Closing Statement of Sale

70           Affidavit of Seller that it is not a foreign person

             LAND TRUST DOCUMENTS

71           Deed in Trust from Borrower to Trustee, certified by Borrower

72           Beneficiary Agreement among principals of Borrower, certified
             by Borrower

73           Form of General Authorization from Borrower to Trustee

74           Trust Agreement between Borrower and Trustee, certified by
             Borrower

75           Security Agreement and Assignment of Beneficial Interest in Trust
             from Borrower to Lender, as acknowledged by Trustee

76           UCC-1 to be filed in connection with the Security Agreement

             HOTEL DOCUMENTS

77           Franchise Agreement

78           Management Agreement

79           Other service and operating agreements

80           License and concessionaire agreements

81           Permits, licenses and approvals required for the use of the
             property as a hotel

82           Evidence that service and operating agreements, permits,
             licenses, approvals, bank accounts and accounts receivable
             are in the name of Borrower

83           Estoppel/Recognition Letter from Franchisor

84           Estoppel/Recognition Letter from Management Company

85           Estoppel/Recognition  Letters  from  parties to other  service  and
             operating agreements (if required)

86           Estoppel Letters from parties to license and concessionaire
             agreements

87           Assignment of Franchise and Management Agreements, Contracts
             and Permits

88           List of Personal Property

89           Leases and financing agreements with respect to furniture, fixtures
             and equipment

90           Subordination of prior financing agreements covering furniture,
             fixtures and equipment (if required)

91           Key employee agreements (if required)

             UNDERLYING COOPERATIVE LOAN DOCUMENTS

92           Copy of  offering  plan and all  documents  relating to creation of
             cooperative form of ownership

93           Form of proprietary lease and all amendments thereto,
             certified by Borrower

94           Rent Roll showing maintenance for leased units, names of
</TABLE>


<PAGE>

<TABLE>
<S>     <C>
             tenants, commencement and expiration dates of leases, number
             of shares attributable to each unit, and amounts of any
             security deposits or prepaid rents, certified to by Borrower

             COMMERCIAL CONDOMINIUM DOCUMENTS

95           Copy of  offering  plan and all  documents  relating to creation of
             cooperative form of ownership

96           Copy of recorded declaration of condominium

97           Estoppel Letter from condominium board of managers

             ZONING, ENVIRONMENTAL, USE AND OCCUPANCY

98           Evidence that the property complies with all zoning laws

99           Evidence that the property complies with all environmental
             laws

100          Hazardous Waste inspection by environmental consultant (if
             required)

101          Asbestos Inspection by environmental consultant (if required)

102          Letter from architect with respect to completion of
             Improvements and compliance with building and zoning laws (if
             required)

103          Board of Fire Underwriters Certificate

104          Permanent Certificate of Occupancy

105          Other licenses, permits and approvals required for the use
             and operation of the property

106          Nonapplicability letter from New Jersey Bureau of Industrial
             Site Evaluation confirming that the Premises is not subject
             to the Environmental Cleanup Responsibility Act (New Jersey
             loan only)

107          Negative Declaration of Borrower as submitted to the New
             Jersey Department of Environmental Protection (New Jersey
             loan only)

108          Approval of Negative Declaration by New Jersey Department of
             Environmental Protection (New Jersey loan only)

109          Superlien search with the Clerk of the Superior Court (New
             Jersey loan only)

             MANAGEMENT AGREEMENTS

110          Management Agreement

111          Other service and operating agreements

112          Evidence that service and operating agreements are in the
             name of Borrower

113          Estoppel/Recognition Letter from Management Company

114          Estoppel/Recognition  Letters  from  parties to other  service  and
             operating agreements (if required)
</TABLE>


<PAGE>

<TABLE>
<S>        <C>                                       
115          Key employee agreements (if required)

116          Key employee insurance (if required)

             CASUALTY INSURANCE POLICIES

117          All Risk

118          Boiler Damage and Liability Insurance

119          Business/Rental Interruption Insurance

120          Public Liability Insurance

121          Umbrella Insurance

122          Flood Insurance policy or evidence that premises are not
             located in flood zone

123          Builder's Risk (construction loan only)
</TABLE>


<PAGE>

<TABLE>
             TITLE INSURANCE/SURVEYS
<S>        <C>                            
124          Title Insurance Commitment

125          Copies of all recorded easements, rights of way, restrictive
             covenants, leases and other instruments of record

126          Approval of title company, co-insuring title insurance
             companies and/or reinsuring title insurance companies (if
             any), and amounts taken

127          Evidence that required co-insurance title policies will be issued
             by companies and in amounts satisfactory to Lender

128          Evidence that required ALTA Direct Facultative Reinsurance
             Agreements will be issued by companies and in amounts
             satisfactory to Lender

129          UCC-1 Financing Statement search, tax lien search and
             judgment search (Secretary of State and county where property
             located and, if required by Lender, where Borrower is
             organized)

130          Real Estate Tax Search

131          Municipal departmental violation searches, including environmental
             lien searches

132          Survey (See Exhibit A attached hereto for survey
             instructions)

133          Reciprocal easement agreements and restrictions, if any

134          Estoppel letter from parties to reciprocal easements and
             restrictions, if any

135          Subordination Agreement from holders of all mortgages
             encumbering adjacent tracts subject to reciprocal easements
             and restrictions, if any

136          Subdivision Plat of property, as approved by all appropriate
             governmental authorities

137          Planned Unit Development Documents,  as approved by all appropriate
             governmental authorities

138          Evidence of required affirmative insurance and special endorsements
             required by Lender

139          Insured Closing Letter from title insurance company (if
             required)

140          Title Insurance Policy

141          Co-insurance Policies

142          Reinsurance Agreements

             SUBORDINATE MORTGAGES

143          Copies of all Existing Mortgages and Notes to be subordinated
             to the Mortgage

144          Copies of all proposed subordinate mortgages and notes

145          Subordination Agreement subordinating Existing Mortgages and
             Notes to the Mortgage

146          Estoppel letters from holders of subordinate mortgages
</TABLE>


<PAGE>

<TABLE>
             EXISTING MORTGAGES TO BE ASSIGNED
<S>        <C>                            
147          Recorded originals of all Existing Mortgages being assigned
             to Lender and all amendments, modifications, consolidations
             and mesne assignments relating thereto

148          Originals  of all Notes  secured by the  Existing  Mortgages  being
             assigned to Lender

149          Assignment(s) of the Existing Mortgages and the Notes secured
             thereby to Lender

150          Borrower's Statement Under Oath for Assignment of Mortgage

151          UCC-3 Financing Statements assigning or terminating existing
             UCC-1 Financing Statements

             EXISTING MORTGAGES TO BE SATISFIED

152          Estoppel Certificate(s) or Pay-out letter(s) from the holder(s) of
             the Existing Mortgages being assigned to Lender

153          Instructions from holder(s) of the Existing Mortgages as to
             method of payment

154          Estoppel  Certificate(s) or Pay-out letter(s) from the holder(s) of
             the Existing Mortgages not assigned to Lender

155          Instructions from holder(s) of the Existing  Mortgages not assigned
             to Lender as to method of payment

156          Satisfactions of Existing Mortgages not assigned to Lender

157          UCC-3  Financing  Statements  terminating  existing UCC-1 Financing
             Statements

             LOAN DOCUMENTS

158          Note

159          Mortgage and Security Agreement/Deed of Trust and Security
             Agreement

160          Agreement of Consolidation and Modification of Mortgage/Deed
             of Trust

161          Affidavit with respect to Section 255 of the New York Tax Law
             with respect to the above document

162          Assignment of Leases and Rents

163          Affidavit with respect to Section 255 of the New York Tax Law
             with respect to the above document

             Other Loan Documents

164          Guaranty of Payment

165          Non-transfer of assets letter of spouse of Guarantor

166          Loan Agreement

167          Security Agreement with respect to furniture, fixtures and
             equipment and other items of personal property

168          UCC-1 Financing Statements

169          Affidavit of Title
</TABLE>


<PAGE>

<TABLE>
<S>        <C>                            
170          Assignment of Permits and Contracts with respect to the
             property

171          Letter of Credit

172          Evidence of required confirming bank with respect to the
             Letter of Credit

173          Subordination Agreement subordinating loans to Borrower by general
             partner or stockholder of Borrower (if required)

174          Disbursement Letter from Borrower to Lender

175          Receipt of Title Company

176          Escrow Security Agreement

177          Tax Escrow Statements

178          IRS Form 1099B

179          ERISA Certification

             OPINION LETTERS

180          Counsel for Borrower with respect to the due execution of the
             loan documents and other matters

181          Counsel for General  Partner of  Borrower  with  respect to the due
             execution of the loan documents and other matters

182          Counsel for Guarantor with respect to the due execution of
             the Guaranty of Payment

183          Counsel for General  Partner of  Guarantor  with respect to the due
             execution of the Guaranty of Payment

184          Opinion Letter of Borrower's counsel with respect to
             cooperative documents and the creation of cooperative form of
             ownership

185          Opinion of Borrower's counsel with respect to condominium documents
             and the creation of condominium regime

186          Counsel for Borrower with respect to zoning and environmental
             matters (if required)

             MISCELLANEOUS DOCUMENTS

187          Check Authorization Letter

188          Lender's Closing Statement

189          Lender's Closing Memorandum

190          Lender's Servicing Statement

191          Tax Authorization

192          Confirmation of billing address of Borrower

193          Borrower taxpayer identification number
</TABLE>



<PAGE>

                                   EXHIBIT E-1

                            FORM OF COMMITMENT LETTER


<PAGE>

                                   EXHIBIT E-2

                            FORM OF COMMITMENT LETTER

<PAGE>58

                                    EXHIBIT F

                               SAMPLE CALCULATIONS


             INITIAL PRICING (%):

<TABLE>
<CAPTION>

             Loan        Recourse         Cash Collateral           Mark -to-Market    Loan Pricing
             Value       Obligation*      Reserve Account *         Reserve Account    Reserve Account  Citi Cushion**
             <S>         <C>              <C>                     <C>               <C>                <C>
                100            5                    5                     0                   0               10

                 97            5                    5                     0                   3               10

                 93            5                    5                     0                   7               10
</TABLE>


             MARK TO MARKET ON LOANS INITIALLY PRICED AT PAR (%):

<TABLE>
<CAPTION>

             Loan        Recourse         Cash Collateral           Mark -to-Market    Loan Pricing
             Value       Obligation*      Reserve Account *         Reserve Account    Reserve Account  Citi Cushion**
             <S>         <C>              <C>                     <C>               <C>                <C>

                96          3 1/2                   5                     1 1/2               0              6

                93            1/2                   5                     4 1/2               0              3

                90             0                    5                     7 1/2               0              2 1/2

                85             0                    5                    12 1/2               0              2 1/2
</TABLE>



             MARK TO MARKET ON LOANS INITIALLY PRICED BELOW PAR (%):
<TABLE>
<CAPTION>

Initial      Loan        Recourse         Cash Collateral           Mark -to-Market    Loan Pricing
Pricing      Value       Obligation*      Reserve Account *         Reserve Account    Reserve Account  Citi Cushion**
<S>          <C>         <C>              <C>                     <C>               <C>                <C>
   97          87             0              5                     7 1/2                    3                     2 1/2

   92          82             0              5                     7 1/2                    8                     2 1/2

   92          80             0              5                     9 1/2                    8                     2 1/2

</TABLE>


*Assumes subordination to BBB less than 16% and eligible loan. **" Citi Cushion"
refers to sum of reserves and recourse obligation held by CRE net of any
difference in the loan value and the par value of the loans, but not to decrease
below 2 1/2% in any case.