<PAGE>   1
                                                                   Exhibit 10.16

                        MORTGAGE LOAN PURCHASE AGREEMENT

                  MORTGAGE LOAN PURCHASE AGREEMENT (the "Agreement"), dated as
of November 16, 1998, between CHASTAIN CAPITAL CORPORATION, a Georgia
Corporation (the "Seller") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New
York banking corporation (the "Purchaser").

                                    RECITALS

                  WHEREAS, the Seller and the Purchaser are parties to the
Master Loan and Security Agreement, dated May 15, 1998 (the "Loan Agreement"),
whereby the Purchaser made certain loans to the Seller secured by, among other
things, first mortgage loans;

                  WHEREAS, the Seller desires to sell to the Purchaser, and the
Purchaser desires to purchase from the Seller, certain mortgage loans as whole
loans (collectively, the "Mortgage Loans") on a servicing-released basis as
described herein in order to repay a portion of the outstanding indebtedness of
the Seller under the Loan Agreement;

                  WHEREAS, each Mortgage Loan is secured by a mortgage, deed of
trust or other security instrument which created a lien on a property located
in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed
hereto as Exhibit A; and

                  WHEREAS, the Purchaser and the Seller wish to prescribe the
manner of the conveyance of the Mortgage Loans.

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Purchaser and the
Seller agree as follows:

                  SECTION 1.        DEFINITIONS.

                  The following terms are defined as follows:

                  Affiliate: With respect to any Person, any other Person
which, directly or indirectly, controls, is controlled by, or is under common
control with, such Person. For purposes of this definition, "control" (together
with the correlative meanings of "controlled by" and "under common control
with") means possession, directly or indirectly, of the power (a) to vote 10%
or more of the securities (on a fully diluted basis) having ordinary voting
power for the directors or managing general partners (or their equivalent) of
such Person, or 
<PAGE>   2

(b) to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by contract, or
otherwise.

                  Agreement:  As defined in the heading hereof.

                  Business Day: Any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York are authorized or
obligated by law or executive order to remain closed.

                  Closing Date: November 16, 1998.

                  Cut-off Date: November 1, 1998.

                  First Mortgage Loan: A first mortgage loan on one or more
multi-family or commercial real estate properties which was originated by the
Seller and which first mortgage loan includes, without limitation (i) a
Mortgage Note and related Mortgage and (ii) a pledge by the Seller of all
right, title and interest of the Seller in and to the Mortgaged Property
covered by such Mortgage.

                  Monthly Payment The scheduled monthly payment of principal
and interest on a Mortgage Loan as adjusted pursuant to the provisions of the
Mortgage Note for an adjustable rate Mortgage Loan.

                  Mortgage: The mortgage, deed of trust or other instrument
securing a Mortgage Note, which creates a lien on real property securing the
Mortgage Note.

                  Mortgage File: The Mortgage Loan Documents pertaining to a
particular Mortgage Loan.

                  Mortgage Interest Rate: The annual rate of interest borne on
a Mortgage Note.

                  Mortgage Loan: An individual First Mortgage Loan which is the
subject of this Agreement, each Mortgage Loan sold and subject to this
Agreement being identified on the Mortgage Loan Schedule.

                  Mortgage Loan Documents: The documents pertaining to each
Mortgage Loan listed on Exhibit C annexed hereto.

                  Mortgage Loan Schedule: The schedule of Mortgage Loans
annexed hereto as Exhibit A.

                  Mortgage Note: The note or other evidence of the indebtedness
of a Mortgagor secured by a Mortgage.

                  Mortgaged Property: The real property securing repayment of
the debt evidenced by a Mortgage Note.
<PAGE>   3

                  Mortgagor:  The obligor on a Mortgage Note.

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

                  Purchase Price: For each Mortgage Loan, the applicable
purchase price listed on Exhibit D attached hereto.

                  Purchaser:  As defined in the heading hereof.

                  Repurchase Price: The Purchase Price of the applicable
Mortgage Loan(s) minus any principal paydowns with respect to such Mortgage
Loan(s) made between the Closing Date and the date of repurchase as of the date
of repurchase, plus accrued and unpaid interest to but not including the date
of repurchase.

                  Seller:  As defined in the heading hereof.

                  Servicing File: With respect to each Mortgage Loan the file
retained by the Seller consisting of originals of all Mortgage Loan Documents
in the Mortgage File, which are not delivered to the Purchaser or the
Purchaser's designee on the Closing Date and all other documents, records and
other information maintained in the Seller's files with respect to the
servicing of such Mortgage Loan.

                  Transfer Date:  As defined in Section 4(b) hereof.

                  SECTION 2.        CONVEYANCE FROM SELLER TO PURCHASER.

                  (a)      Conveyance of Mortgage Loans; Possession of Mortgage
                           Files.

                           (1)      The Seller, simultaneously with the
         execution and delivery of this Agreement, does hereby sell, transfer,
         assign, set over and convey to the Purchaser, without recourse, but
         subject to the terms of this Agreement, all right, title and interest
         of the Seller in and to (i) the Mortgage Loans and (ii) all rights of
         the Seller under any and all agreements pursuant to which one or more
         of the Mortgage Loans were originated by the Seller to the extent
         assignable.

                           (2)      The Purchaser, simultaneously with the
         execution and delivery of this Agreement, does hereby assume for the
         benefit of the Seller all of the right, title and interest of the
         Seller and the Seller's obligations under the Mortgage Loan Documents
         arising from and after the Closing Date in and to the Mortgage Loans.

                           (3)      All rights arising out of the Mortgage
         Loans including all funds received by the Seller after the Cut-off
         Date on or in connection with a Mortgage Loan shall be vested in and
         belong to the Purchaser.
<PAGE>   4

                           (4)      The sale of each Mortgage Loan shall be
         reflected on the Seller's balance sheet and other financial statements
         as a sale of assets by the Seller.

                  (b)      Possession of Mortgage Loan Documents. On the
Closing Date, provided the Seller receives the Purchase Price in accordance
with Section 3 hereof, the Seller shall cause the Mortgage Loan Documents for
each Mortgage Loan to be delivered to the Purchaser or its designee.

                  SECTION 3.        PURCHASE PRICE.

                  (a)      The Purchase Price plus accrued interest on the
Mortgage Loans prior to the Cut-Off Date shall be paid on the Closing Date by
wire transfer of immediately available federal funds.

                  (b)      The Purchaser shall be entitled to (l) all scheduled
principal received after the Cut-off Date, (2) all other recoveries of
principal collected after the Cut-off Date and (3) all payments of interest on
the Mortgage Loans collected on or after the Cut-off Date.

                  (c)      If any party hereto receives a payment or collection
on or with respect to any Mortgage Loan to which the other party is entitled,
the receiving party shall hold such amounts in trust for the other party and
promptly remit such payment to the other party.

                  SECTION 4.        SERVICING OF THE MORTGAGE LOANS.

                  (a)      The Mortgage Loans are being sold by the Seller to
the Purchaser on a servicing-released basis. From and after the Closing Date
until servicing of the Mortgage Loans transfers to the Purchaser, the Seller
shall service or cause the Mortgage Loans to be serviced for the Purchaser at
the will of the Purchaser in accordance with servicing standards consistent
with industry standards for mortgage loans similar to the Mortgage Loans. In
servicing the Mortgage Loans, the Seller shall comply with all applicable laws,
rules and regulations with respect thereto. The Seller shall take no action,
and shall not refrain from taking action, which, in either case, (1) would
impair the ability of the Purchaser to realize on or enforce the Mortgage Note
or the lien of the Mortgage or any other document related thereto or (2) would
jeopardize the rights or remedies available to the Purchaser with respect to
any Mortgage Loan or otherwise impair the ability of the Purchaser to realize
on the Mortgaged Property with respect to such Mortgage Loan.

                  (b)      The Seller shall cause the servicing of Mortgage
Loans to be transferred to the Purchaser`s designee Dover House Capital on the
tenth (10th) Business Day after the Closing Date (the "Transfer Date"). The
parties hereto shall reasonably cooperate with each other to effect the
transfer of servicing to the Purchaser or its designee. In no event will the
transfer of servicing to the Purchaser or its designee occur after the date
that is 30 days after the Closing Date.
<PAGE>   5

                  (c)      The Seller shall indemnify the Purchaser and hold it
harmless against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, the failure of the Seller to fulfill in any
material respect any of its obligations set forth in this Section 4.

                  (d)      Except as otherwise provided in this Agreement or
applicable law, the Purchaser shall hold the Seller harmless and indemnify the
Seller against all losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and other costs and
expenses which the Seller may incur or suffer as a result of any claim against
the Seller arising out of any action taken, omitted or suffered to be taken by
it in good faith pursuant to instructions from the Purchaser or in accordance
with Section 4(a) of this Agreement in connection with the servicing of the
Mortgage Loans pursuant to Section 4(a) hereof, except where such loss results
from the gross negligence, bad faith, fraud, willful misconduct, or violation
of law or this Agreement on the part of the Seller, its officers, directors or
employees.

                  SECTION 5.        TRANSFER OF SERVICING OF THE MORTGAGE 
                                    LOANS.

                  (a)      On the Transfer Date, the Purchaser, or its
designee, shall assume all servicing responsibilities related to, and the
Seller shall cease all servicing responsibilities related to, the Mortgage
Loans.

                  (b)      On or prior to the Transfer Date and provided that
the Purchaser has provided to the Seller the notice required under Section 4(b)
hereof, the Seller shall, at its sole cost and expense take such steps as may
be necessary or appropriate to effectuate and evidence the transfer of the
servicing of the Mortgage Loans to the Purchaser, or its designee, including
but not limited to the following:

                           (1)      Notice to Mortgagors. The Seller shall mail
         to the Mortgagor of each Mortgage a letter advising the Mortgagor of
         the transfer of the servicing of the related Mortgage Loan to the
         Purchaser, or its designee. The Seller shall provide the Purchaser
         with copies of all such notices no later than the Transfer Date.

                           (2)      Notice to Taxing Authorities and Insurance
         Companies. The Seller shall transmit to the applicable taxing
         authorities and insurance companies (including primary mortgage
         insurance policy insurers, if applicable) and/or agents, notification
         of the transfer of the servicing to the Purchaser, or its designee,
         and instructions to deliver all notices, tax bills and insurance
         statements, as the case may be, to the Purchaser from and after the
         Transfer Date. The Seller shall provide the Purchaser with copies of
         all such notices no later than the Transfer Date.

                           (3)      Delivery of Servicing Records. The Seller
         shall forward to the Purchaser, or its designee the Servicing File
         relating to each Mortgage Loan.
<PAGE>   6

                           (4)      Escrow Payments. The Seller shall provide
         the Purchaser, or its designee, with immediately available funds by
         wire transfer in the amount of the net escrow deposits and suspense
         balances and all loss draft balances associated with the Mortgage
         Loans. The Seller shall provide the Purchaser, or its designee, with a
         statement of escrow deposits and suspense balances and loss draft
         balances sufficient to enable the Purchaser, or its designee, to
         reconcile the amount of such payment with the accounts of the Mortgage
         Loans. Additionally, the Seller shall wire transfer to the Purchaser,
         or its designee, the amount of any agency, trustee or prepaid Mortgage
         Loan payments and all other similar amounts held by the Seller.

                           (5)      Payoffs and Assumptions. The Seller shall
         provide to the Purchaser, or its designee, copies of all assumption
         and payoff statements generated by the Seller on the Mortgage Loans
         from the Cut-off Date to the Transfer Date.

                           (6)      Mortgage Payments Received After Transfer
         Date. The amount of any Monthly Payments received by the Seller after
         the Transfer Date shall be forwarded to the Purchaser within two (2)
         Business Days following the date of receipt. The Seller shall notify
         the Purchaser of the particulars of the payment, which notification
         requirement shall be satisfied if the Seller forwards with its payment
         sufficient information to permit appropriate processing of the payment
         by the Purchaser.

                           (7)      Misapplied Payments. Misapplied payments
         shall be processed as follows:

                           (i)      All parties shall cooperate in correcting 
         misapplication errors;

                           (ii)     The party receiving notice of a misapplied
         payment occurring prior to the Transfer Date and discovered after the
         Transfer Date shall immediately notify the other party and shall make
         a corrective payment to the other party; and

                           (iii)    Any corrective payment made under the
         provisions of this Section 5(b) shall be accompanied by a statement
         indicating the corresponding Seller and/or the Purchaser Mortgage Loan
         identification number and an explanation of the allocation of any such
         payments.

                           (8)      Reconciliation. The Seller shall, on or
         before the Transfer Date, reconcile principal balances relating to the
         Mortgage Loans and make any necessary adjustments.

                  SECTION 6.        REPRESENTATIONS, WARRANTIES
                                    AND AGREEMENTS OF SELLER.  

                  (a)      The Seller, as a condition to the consummation of
the transactions contemplated hereby, hereby represents and warrants to the
Purchaser that, as of the Closing
<PAGE>   7

Date (i) the Seller is a corporation validly existing and in good standing
under the laws of its jurisdiction of incorporation; (ii) the Seller has the
full power and authority to execute and deliver this Agreement and to perform
its obligations hereunder; (iii) the execution, delivery and performance of
this Agreement by the Seller and the consummation by the Seller of the
transactions contemplated hereby have been duly and validly authorized; (iv)
this Agreement is the valid and binding obligation of the Seller, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, receivership or other laws
relating to creditors' rights generally, and to general principles of equity
including principles of commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at law or in
equity), and except that the enforcement of rights with respect to
indemnification and contribution obligations may be limited by applicable law;
(v) the execution, delivery and performance by the Seller of this Agreement do
not and will not violate or result in a breach of or default under its
organizational documents, any order, judgment or decree to which the Seller is
subject or bound, any agreement, instrument, document or contractual obligation
to which the Seller is a party or by which the Seller is bound, or any law or
regulation; and (vi) the representations and warranties set forth in Exhibit B
annexed hereto are true and correct in all material respects.

                  (b)      (1)      It is understood and agreed that the 
         representations and warranties set forth in this Section 6 shall
         survive the sale of the Mortgage Loans to the Purchaser and shall
         inure to the benefit of the Purchaser, notwithstanding any restrictive
         or qualified endorsement on any Mortgage Note or the examination or
         failure to examine any Mortgage File. Upon discovery by either the
         Seller or the Purchaser of a breach of any of the foregoing
         representations and warranties, the party discovering such breach
         shall give prompt written notice to the other.

                           (2)      Within 5 days of the earlier of either
         discovery by or notice to the Seller of any breach of a representation
         or warranty which materially and adversely affects the value of the
         Mortgage Loans or the interest of the Purchaser (or which materially
         and adversely affects the interests of the Purchaser in the related
         Mortgage Loan in the case of a representation and warranty relating to
         a particular Mortgage Loan), the Seller shall use its best efforts
         promptly to cure such breach in all material respects and, if such
         breach cannot be cured within thirty (30) days following such
         discovery or notice, the Seller shall, at the Purchaser's option,
         promptly (but in no event later than the tenth (10th) Business Day
         immediately following such request by the Purchaser) repurchase such
         Mortgage Loan at the Repurchase Price. Any repurchase of a Mortgage
         Loan or Loans pursuant to the foregoing provisions of this Section
         6(b) shall be accomplished by direct remittance of the Repurchase
         Price to the Purchaser or its designee in accordance with the
         Purchaser's instructions.

                           (3)      At the time of repurchase, the Purchaser
         and the Seller shall reassign the applicable repurchased Mortgage
         Loan, servicing-released, to the Seller 
<PAGE>   8

         and deliver to the Seller the Mortgage Loan Documents and any other
         documents held by the Purchaser or its designee relating to the
         repurchased Mortgage Loan.

                           (4)      In addition to such repurchase obligation,
         the Seller shall indemnify the Purchaser and hold it harmless against
         any losses resulting from any claim, demand, defense or assertion by
         the Mortgagor against the Purchaser based on or grounded upon a breach
         by the Seller of its representations and warranties contained in this
         Agreement.

                  SECTION 7.        CLOSING.

                  The closing for the purchase and sale of the Mortgage Loans
shall take place on the Closing Date. At the Seller's option, the Closing shall
be either: by telephone, confirmed by letter or wire as the parties shall
agree; or conducted in person, at such place as the parties shall agree.

                  SECTION 8.        COSTS.

                  The Seller shall pay the reasonable legal fees and expenses
of the Purchaser and all reasonable costs and expenses associated with the
negotiation, preparation, execution and delivery of this Agreement. The
out-of-pocket costs and expenses of the Seller incurred in connection with the
transfer of the Mortgage Loans (other than expenses incurred or payable by the
Purchaser) and the Seller's attorney's fees, shall be paid by the Seller. The
Seller shall prepare an Assignment of Mortgage for each Mortgage Loan and pay
the recording fees associated with the first recording of each such Assignment
of Mortgage to the Purchaser or its designee on or after the Closing Date. The
Purchaser shall prepare and pay the recording fees associated with any
subsequent Assignment of Mortgage.

                  SECTION 9.        NOTICES.

                  All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed, by registered or
certified mail, return receipt requested, or, if by other means, when received
by the other party at the address set forth below the signature of such party
attached hereto or such other address as may hereafter be furnished to the
other party by like notice. Any such demand, notice or communication hereunder
shall be deemed to have been received on the date delivered to or received at
the premises of the addressee (as evidenced, in the case of registered or
certified mail, by the date noted on the return receipt).

                  SECTION 10.       SEVERABILITY CLAUSE.

                  Any part, provision representation or warranty of this
Agreement which is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall be ineffective, as to such
jurisdiction, to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in
<PAGE>   9

any jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof. If the invalidity of any
part, provision, representation or warranty of this Agreement shall deprive any
party of the economic benefit intended to be conferred by this Agreement, the
parties shall negotiate, in good faith, to develop a structure the economic
effect of which is nearly as possible the same as the economic effect of this
Agreement without regard to such invalidity.

                  SECTION 11.       COUNTERPARTS.

                  This Agreement may be executed simultaneously in any number
of counterparts. Each counterpart shall be deemed to be an original, and all
such counterparts shall constitute one and the same instrument.

                  SECTION 12.       PLACE OF DELIVERY AND GOVERNING LAW.

                  THIS AGREEMENT SHALL BE DEEMED IN EFFECT WHEN A FULLY
EXECUTED COUNTERPART THEREOF IS RECEIVED BY THE SELLER IN THE STATE OF NEW YORK
AND SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK. THE AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES), EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.

                  SECTION 13.       FURTHER AGREEMENTS.

                  The Purchaser and the Seller each agree to execute and
deliver to the other such additional documents, instruments or agreements as
may be necessary or appropriate to effectuate the purposes of this Agreement.

                  SECTION 14.       SUCCESSORS AND ASSIGNS; 
                                    ASSIGNMENT OF PURCHASE AGREEMENT.

                  This Agreement shall bind and inure to the benefit of and be
enforceable by the Seller and the Purchaser and the respective successors and
assigns of the Seller and the Purchaser. This Agreement may not be assigned by
the Seller without the prior written consent of the Purchaser. This Agreement
may not be assigned by the Purchaser, other than to any Affiliate of the
Purchaser, without the prior written consent of the Seller; provided, that the
Purchaser may only assign this Agreement in connection with a sale of the
Mortgage Loans.
<PAGE>   10

                  SECTION 15.       WAIVERS; OTHER AGREEMENTS.

                  No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced.

                  SECTION 16.       LIMITATION ON LIABILITIES.

Notwithstanding anything to the contrary contained herein, the Purchaser shall
not have recourse with respect to, waives any and all claims it may have
against (including, without limitation, under O.C.G.A. ss.14-2-1407(e), and no
monetary judgment shall be sought or enforced against, any officer, director,
employee, Affiliate or shareholder of the Seller for the performance or payment
of any indemnity or other obligation or covenant of the Seller under this
Agreement at any time (including, without limitation, and notwithstanding any
provision therefor under applicable law, from and after the date of the
liquidation or dissolution of the Seller and the distribution of all or
substantially all of the assets of the Seller to the shareholders without
provision for the satisfaction of any such obligation or covenant other than
for claims which have theretofore been asserted by the Purchaser against the
Seller) and the Purchaser consents to the distribution of the assets of the
Seller to its shareholders upon any dissolution of the Seller without the
Seller making provision for any such obligation or covenant other than for
claims which have theretofore been asserted by the Purchaser against the
Seller.


                            [SIGNATURE PAGE FOLLOWS]
<PAGE>   11

                  IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the date first above written.


                                   CHASTAIN CAPITAL CORPORATION
                                   as Seller



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


                                   Address of Seller:

                                   Chastain Capital Corporation
                                   3424 Peachtree Road, NE, Suite 800
                                   Atlanta, Georgia  30326
                                   Attention: Mr. Rufus Chambers
                                   Telecopier No.: (404) 848-8929
                                   Telephone No.: (404) 848-8664

                                   With a copy to:

                                   King & Spalding
                                   191 Peachtree Street
                                   Atlanta, Georgia  30303-1763
                                   Attention: Mr. John J. Kelley, III
                                   Telecopier No.: (404) 572-4600
                                   Telephone No: (404) 572-5100
<PAGE>   12

                                   MORGAN GUARANTY TRUST COMPANY OF 
                                   NEW YORK
                                   as Purchaser



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


                                   Address of Purchaser:

                                   60 Wall Street, 18th Floor
                                   New York, NY 10260
                                   Attention: Mr. Clive Bull
                                   Telecopier No.: (212) 648-5138
                                   Telephone No.: (212) 648-9496

                                   With a Copy to:

                                   Attention:  General Counsel
                                   Telecopier No.: (212) 648-5968
                                   Telephone No.: (212) 648-9344
<PAGE>   13

                                   EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                                [TO BE EXPANDED]

         1.       330 Whitney
         2.       Hampton Inn
         3.       3211 Scott
         4.       Eckerd
         5.       Hollywood Video

<PAGE>   14
                                   EXHIBIT B

                                     PART 1

            Representations And Warranties: Re: First Mortgage Loans

                  Certain defined terms used herein and not otherwise defined
in the Agreement appear in Part II to this Exhibit B.

                  The Seller hereby represents and warrants as of the Closing
Date, with respect to each First Mortgage Loan sold by it to the Purchaser, as
follows: 

                  (a)      The information set forth in the Mortgage Loan
                           Schedule as to the First Mortgage Loan is complete,
                           true and correct in all material respects.

                  (b)      Subject to the prior pledge and sale thereof to the
                           Purchaser, the Seller is the sole owner and holder
                           of the First Mortgage Loan and has good and
                           marketable title thereto, has full right, power and
                           authority to sell and assign such First Mortgage
                           Loan free and clear of any interest or claim of a
                           third party.

                  (c)      The First Mortgage Loan has not been since the date
                           of origination by the Seller, and currently is not,
                           thirty (30) or more days delinquent, and the
                           Mortgagor is not in default thereunder beyond any
                           applicable grace period for the payment of any
                           obligation to pay principal and interest, or deposit
                           with the Seller pursuant to such Mortgage Loan
                           amounts to be maintained as taxes, insurance
                           premiums and other required reserves or escrows as
                           required by the terms of the applicable Mortgage
                           Loan Documents.

                  (d)      The Seller has not advanced funds, or knowingly
                           received any advance of funds from a party other
                           than the Mortgagor subject to the related Mortgage,
                           directly or indirectly, for the payment of any
                           amount required by the First Mortgage Loan.

                  (e)      The Mortgage Loan Documents have been duly and 
                           properly executed, and the Mortgage Loan Documents
                           are legal, valid and binding obligations of the
                           Mortgagor, and their terms are enforceable against
                           the Mortgagor, subject only to bankruptcy,
                           insolvency, moratorium, fraudulent transfer,
                           fraudulent conveyance and similar laws affecting
                           rights of creditors generally and to the application
                           of general principles of equity.

                  (f)      The lien of each Mortgage is insured by an ALTA
                           lender's title insurance policy or its equivalent as
                           adopted in the applicable jurisdiction issued by one
                           or more nationally recognized title insurance
                           companies, insuring the Seller, its successors and
                           assigns, as to the first priority lien of the
<PAGE>   15

                           Mortgage as of the date of the origination of such
                           Mortgage Loan in the original principal amount of
                           the related First Mortgage Loan after all advances
                           of principal, subject only to (i) the lien of
                           current real property taxes, ground rents, water
                           charges, sewer rents and assessments not yet due and
                           payable, (ii) covenants, conditions and
                           restrictions, rights of way, easements and other
                           matters of public record, none of which,
                           individually or in the aggregate, in the reasonable
                           judgment of the Seller, materially interferes with
                           the current use of the related Mortgaged Property or
                           the security intended to be provided by such
                           Mortgage or with the Mortgagor's ability to pay its
                           obligations when they become due or the value of the
                           related Mortgaged Property and (iii) the exceptions
                           (general and specific) set forth in such policy,
                           none of which, individually or in the aggregate, in
                           the reasonable judgment of the Seller, materially
                           interferes with the current use of the related
                           Mortgaged Property or security intended to be
                           provided by such Mortgage, with the Mortgagor's
                           ability to pay its obligations when they become due
                           or with the value of the related Mortgaged Property
                           (or if a title insurance policy has not yet been
                           issued in respect of the First Mortgage Loan, a
                           policy meeting the foregoing description is
                           evidenced by a commitment for title insurance
                           "marked-up" at the closing of the First Mortgage
                           Loan). To the actual knowledge of the Seller, no
                           material claims have been made under such title
                           policy. 

                  (g)      As of the date of origination of the First Mortgage
                           Loan there were no, and to the best knowledge of the
                           Seller there are no, mechanics', materialman's or
                           other similar liens or claims which have been filed
                           for work, labor or materials affecting the Mortgaged
                           Property which are or may be liens prior to, or
                           equal or coordinate with, the lien of the Mortgage,
                           unless such lien is insured against under the
                           related title insurance policy.

                  (h)      As of the closing and initial funding of the Mortgage
                           Loan (except as otherwise disclosed to the Purchaser
                           in the case of the Mortgage Loan known as 3211
                           Scott), each building or other improvement located on
                           any Mortgaged Property was insured by a fire and
                           extended perils insurance policy, issued by an
                           insurer or reinsured by an insurer meeting the
                           requirements of the Mortgage Loan Documents, in an
                           amount not less than the lesser of the insurable
                           value of the Mortgaged Property and the principal
                           balance of the Mortgage Loan; each Mortgaged Property
                           was also covered by business interruption insurance
                           and comprehensive general liability insurance in
                           amounts generally required by institutional lenders
                           for similar properties; all premiums on such
                           insurance policies required to be paid as of the date
                           hereof have been paid; such insurance policies
                           require prior notice to the insured of termination or
                           cancellation, and no such notice has been received;
                           and the Mortgage Loan Documents obligate the
                           Mortgagor to maintain all such insurance and, upon
                           the Mortgagor's failure to do so, 



                                       2
<PAGE>   16

                           authorize the mortgagee to maintain such insurance
                           at the Mortgagor's cost and expense and to seek
                           reimbursement therefor from such Mortgagor.

                  (i)      As of the most recent date of inspection of each
                           Mortgaged Property by the Seller, based solely on
                           the Seller's review of the report prepared by the
                           engineer who inspected the structure, exterior
                           walls, roofing, interior construction, mechanical
                           and electrical systems and general conditions of the
                           site, buildings and other improvements with respect
                           to the First Mortgage Loan (which report indicated,
                           where appropriate, a variety of deferred maintenance
                           items and recommended capital improvements with
                           respect to such Mortgaged Property, as well as the
                           estimated cost of such items and improvements and
                           the most recent visual inspection (as described in
                           (r) below) of the Mortgaged Property), no building
                           or other improvement on any Mortgaged Property has
                           been affected in any material manner or suffered any
                           material loss as a result of any fire, wind,
                           explosion, accident, riot, war, or act of God or the
                           public enemy, and each Mortgaged Property is free of
                           any material damage that would affect materially and
                           adversely the value of the Mortgaged Property as
                           security for the First Mortgage Loan and is in good
                           repair. The Seller has neither received notice, nor
                           is otherwise actually aware, of any proceedings
                           pending for the total condemnation of any Mortgaged
                           Property or a partial condemnation of any portion
                           material to the Mortgagor's ability to perform its
                           obligations under its related First Mortgage Loan.

                  (j)      To the Seller's best knowledge, after review of
                           compliance confirmations from applicable
                           municipalities, surveys and/or title insurance
                           endorsements, none of the improvements included for
                           the purpose of determining the Appraised Value of
                           each Mortgaged Property (except Mortgaged Properties
                           which have legal non-conforming uses and except for
                           immaterial encroachments or where the same is
                           covered by title insurance policy endorsement and
                           except as otherwise disclosed to the Purchaser with
                           respect to the height violation in respect of the
                           Mortgaged Property known as 330 Whitney) at the time
                           of the origination of the First Mortgage Loan lies
                           outside of the boundaries and building restriction
                           lines of the Mortgaged Property, and no improvements
                           on adjoining properties materially encroach upon the
                           Mortgaged Property except those which are insured
                           against by the title insurance policy (including
                           endorsements thereto) issued in connection with the
                           First Mortgage Loan and all improvements on the
                           Mortgaged Property comply with the applicable zoning
                           laws and/or set-back ordinances in force when
                           improvements were added (except legal non-conforming
                           uses). 

                  (k)      The First Mortgage Loan does not violate applicable
                           usury laws.



                                       3
<PAGE>   17

                  (l)      Since the date of origination of the First Mortgage
                           Loan, the terms of the First Mortgage Loan have not
                           been impaired, waived, altered, satisfied, canceled,
                           subordinated or modified in any respect (except with
                           respect to modifications the economic terms of which
                           are reflected in the Mortgage Loan Schedule and
                           which are evidenced by documents in the Mortgage
                           File delivered to the Purchaser) and no portion of
                           the Mortgaged Property has been released from the
                           lien of the Mortgage in any manner.

                  (m)      All applicable Mortgage recording taxes and other
                           filing fees have been paid in full or deposited with
                           the issuer of the title insurance policy issued in
                           connection with the First Mortgage Loan for payment
                           upon the initial closing of the Mortgage Loan and
                           the recordation of the relevant Mortgage Loan
                           Documents.

                  (n)      Each assignment of leases and rents, if any, creates
                           a valid assignment of, or a valid security interest
                           in, certain rights under the related leases, subject
                           only to a license granted to the relevant Mortgagor
                           to exercise certain rights and to perform certain
                           obligations of the lessor under such leases,
                           including the right to operate the related Mortgaged
                           Property, subject only to those exceptions described
                           in clause (f) above. To the Seller's knowledge no
                           person other than the relevant Mortgagor owns any
                           interest in any payments due under such leases that
                           is superior to or of equal priority with the
                           mortgagee's interest therein, subject only to those
                           exceptions described in clause (f) above.

                  (o)      Each Mortgage, was duly recorded, is a valid and
                           enforceable first lien on the related Mortgaged
                           Property, subject only to those exceptions described
                           in clause (f) above.

                  (p)      The Seller has not taken any action, nor does the
                           Seller have any knowledge that the Mortgagor has
                           taken any action, that would cause the
                           representations and warranties made by the Mortgagor
                           in the Mortgage Loan Documents not to be true in any
                           material respect.

                  (q)      The proceeds of the First Mortgage Loan have been
                           fully disbursed and there is no requirement for
                           future advances thereunder, except as provided in
                           the Mortgage Loan Documents with respect to escrows
                           and reserves for deferred maintenance, capital
                           repairs and debt service. Except for the escrows and
                           disbursements therefrom as contemplated by the
                           Mortgage Loan Documents which have not been
                           disbursed to the Mortgagor, any Mortgagor
                           requirements for on or off-site improvements as to
                           disbursement of any escrow funds therefor have been
                           complied with.

                  (r)      The Seller has inspected or caused to be inspected
                           each Mortgaged Property within the past twelve
                           months preceding the date hereof.



                                       4
<PAGE>   18

                  (s)      The First Mortgage Loan does not have a shared
                           appreciation feature, other contingent interest
                           feature or negative amortization, except with
                           respect to those First Mortgage Loans that provide
                           for deferred interest.

                  (t)      The First Mortgage Loan is a whole loan and contains
                           no equity participation by the Seller. 

                  (u)      To the best knowledge of the Seller, no fraudulent 
                           acts were committed by the Seller in connection with 
                           the origination process of the First Mortgage Loan.

                  (v)      All taxes and governmental assessments that prior to
                           the date of origination of the First Mortgage Loan
                           became due and owing in respect of each Mortgaged
                           Property have been paid, or an escrow of funds in an
                           amount sufficient to cover such payments has been
                           established or are insured against by the title
                           insurance policy issued in connection with the
                           origination of the First Mortgage Loan.

                  (w)      To the best knowledge of the Seller, there is no
                           material and uncured default, breach by the
                           Mortgagor, violation or event of acceleration
                           existing under any of the Mortgage Loan Documents
                           and the Seller has not received actual notice of any
                           event (other than payments due but not yet
                           delinquent) which, with the passage of time or with
                           notice and the expiration of any grace or cure
                           period, would and does constitute a default, breach
                           by the Mortgagor, violation or event of
                           acceleration; no waiver of the foregoing exists and
                           no person other than the holder of the Note may
                           declare any of the foregoing.

                  (x)      Each Mortgage contains customary and enforceable
                           provisions such as to render the rights and remedies
                           of the holder thereof adequate for the realization
                           against each related Mortgaged Property of the
                           material benefits of the security, including
                           realization by judicial or, if applicable,
                           non-judicial foreclosure, and there is no exemption
                           available to the Mortgagor which would materially
                           interfere with such right to foreclosure.

                  (y)      With respect to each Mortgaged Property (other than
                           the Mortgaged Property known as Eckerd), a Phase I
                           environmental report and, in certain cases where
                           warranted, a Phase II environmental report or an
                           update to such Phase I report was conducted for the
                           Seller by a licensed qualified engineer prior to the
                           initial funding of the Mortgage Loan. The Seller has
                           reviewed each such report and update. The Seller,
                           having made no independent inquiry other than
                           reviewing the environmental reports and updates
                           referenced herein and without other investigation or
                           inquiry, has no knowledge of any material and
                           adverse environmental condition or circumstance
                           affecting the related Mortgaged Property that was
                           not 



                                       5
<PAGE>   19

                           disclosed in the related report and/or update. The
                           Seller has not received any actual notice of a
                           material violation of CERCLA or any applicable
                           federal, state or local environmental law with
                           respect to any Mortgaged Property that was not
                           disclosed in the related report and/or update. The
                           Seller has not taken any actions which would cause
                           any Mortgaged Property not to be in compliance with
                           all federal, state and local laws pertaining to
                           environmental hazards.

                  (z)      The Mortgage Loan Documents contain provisions for
                           the acceleration of the payment of the unpaid
                           principal balance of the First Mortgage Loan if (i)
                           the Mortgagor voluntarily transfers or encumbers all
                           or any portion of any related Mortgaged Property, or
                           (ii) any direct or indirect interest in Mortgagor is
                           voluntarily transferred or assigned, other than, in
                           each case, as permitted under the terms and
                           conditions of the Mortgage Loan Documents.

                  (aa)     To the Seller's knowledge, there is no pending
                           action, suit or proceeding, arbitration or
                           governmental investigation against the Mortgagor or
                           any Mortgaged Property, the adverse outcome of which
                           could materially and adversely affect the
                           Mortgagor's performance of its obligations under the
                           Mortgage Loan Documents.

                  (bb)     The origination practices of the Seller have been
                           in all respects legal, proper and prudent and have
                           met customary industry standards, except to the
                           extent that, in connection with its origination,
                           such standards were modified by the Seller in its
                           reasonable discretion.

                  (cc)     If any Mortgaged Property is subject to any leases
                           (other than any Ground Lease referred to in (ii)
                           below), to the best of the Seller's knowledge, the
                           Mortgagor is the owner and holder of the landlord's
                           interest under any leases, and the related Mortgage
                           and Assignment of Leases, Rents and Profits, if any,
                           provides for the appointment of a receiver for rents
                           or allows the mortgagee to enter into possession to
                           collect rent or provide for rents to be paid
                           directly to mortgagee in the event of a default,
                           subject to the exceptions described in clause (f)
                           hereof and applicable law;

                  (dd)     If a Mortgage is a deed of trust, a trustee, duly
                           qualified under applicable law to serve as such, has
                           been properly designated and currently so serves and
                           is named in the deed of trust, and no fees or
                           expenses are or will become payable to the trustee
                           under the deed of trust, except in connection with
                           the sale or release of the Mortgaged Property
                           following default or payment of the First Mortgage
                           Loan;

                  (ee)     The Mortgage Loan Documents provide that any 
                           insurance proceeds in respect of a casualty loss or
                           taking (other than business interruption/rental



                                       6
<PAGE>   20

                           interruption proceeds) are to 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 (provided that such proceeds
                           exceed the threshold amount described in the
                           Mortgage Loan Documents) as the repair or
                           restoration progresses, or to the payment of the
                           outstanding principal balance of the First Mortgage
                           Loan together with any accrued interest thereon,
                           except to the extent of any excess proceeds after
                           restoration;

                  (ff)     Either (a) no improvements located on a Mortgaged
                           Property are located in a federally-designated
                           special flood hazard area as defined by the Federal
                           Insurance Administration or, (b) the Mortgagor is
                           required under the Mortgage Loan Documents to
                           maintain, or the Seller has the right, at
                           Mortgagor's expense to maintain, flood insurance
                           with respect to such improvements in an amount
                           representing coverage not less than the least of (1)
                           the outstanding principal balance of the First
                           Mortgage Loan, (2) the full insurable value of the
                           Mortgaged Property, and (3) the maximum amount of
                           insurance available under the National Flood
                           Insurance Act of 1968, as amended;

                  (gg)     With respect to any Mortgage which is secured in
                           whole or in part by the interest of a Mortgagor as a
                           lessee under a Ground Lease and based upon the terms
                           of the Ground Lease or an estoppel letter from the
                           ground lessor the following apply to such Ground
                           Lease:

                  (A)               The Ground Lease or a memorandum thereof
                           has been duly recorded, the Ground Lease permits the
                           interest of the lessee thereunder to be encumbered
                           by the related Mortgage, does not restrict the use
                           of the Mortgaged Property by the lessee or its
                           successors and assigns in a manner that would
                           adversely affect the security provided by the
                           related Mortgage, and there has not been a material
                           change in the terms of the Ground Lease since its
                           recordation, with the exception of written
                           instruments which are part of the related Mortgage
                           Loan Documents delivered to the Purchaser.

                  (B)               The Ground Lease is not subject to any
                           liens or encumbrances superior to, or of equal
                           priority with, the related Mortgage, other than the
                           related ground lessor's related fee interest and any
                           exceptions described in clause (f) hereof.

                  (C)               The Seller's interest in the Ground Lease
                           is assignable to the holder of the Mortgage upon
                           notice to, but without the consent of, the lessor
                           thereunder and, in the event that it is so assigned,
                           it is further assignable by the trustee and its
                           successors and assigns upon notice to, but without a
                           need to obtain the consent of, such lessor.



                                       7
<PAGE>   21

                  (D)               To the best of the Seller's knowledge, as
                           of the Origination Date of the First Mortgage Loan,
                           the Ground Lease was in full force and effect and no
                           material default had occurred under the ground lease
                           and there was no existing condition which, but for
                           the passage of time or the giving of notice, would
                           result in a default under the terms of the ground
                           lease. No notice of default under the Ground Lease
                           has been received by the Seller.

                  (E)               The Ground Lease requires the lessor
                           thereunder to give notice of any default by the
                           lessee to the mortgagee; and the Ground Lease, or an
                           estoppel letter received by the mortgagee from the
                           lessor, further provides that notice of termination
                           given under the Ground Lease is not effective
                           against the mortgagee unless a copy of the notice
                           has been delivered to the mortgagee in the manner
                           described in such Ground Lease or estoppel letter.

                  (F)               The mortgagee is permitted a reasonable
                           opportunity (including, where necessary, sufficient
                           time to gain possession of the interest of the
                           lessee under the Ground Lease) to cure any default
                           under the Ground Lease which is curable after the
                           receipt of notice of any default, before the lessor
                           thereunder may terminate the Ground Lease.

                  (G)               The Ground Lease either (i) has a term
                           which extends not less than ten (10) years beyond
                           the maturity date of the related First Mortgage Loan
                           or (ii) grants the lessee the option to extend the
                           term of the lease for a period (in the aggregate)
                           which exceeds not less than ten (10) years beyond
                           the maturity date of the related First Mortgage
                           Loan.

                  (H)               The ground lease requires the lessor to
                           enter into a new lease with the mortgagee having
                           substantially similar terms as the old lease upon
                           termination of the Ground Lease for any reason,
                           including rejection of the Ground Lease in a
                           bankruptcy proceeding, provided the mortgagee cures
                           the lessee's defaults to the extent they are curable
                           and succeeds to the interest of the Mortgagor.

                  (I)               Under the terms of the Ground Lease and the
                           related Mortgage, taken together, any related
                           insurance proceeds 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 the proceeds as the repair or restoration
                           progresses, or to the payment of the outstanding
                           principal balance of the First Mortgage Loan
                           together with any accrued interest thereon.

                  (J)      Such Ground Lease does not impose any material
                           restrictions on subletting that would be viewed as
                           commercially unreasonable by an institutional
                           investor.



                                       8
<PAGE>   22

                  (K)               Either the Ground Lease or the related 
                           Mortgage contains the Seller's covenant that such
                           Ground Lease shall not be amended, canceled, or
                           terminated without the prior written consent of the
                           mortgagee.

                  (L)      Either the Ground Lease or an estoppel letter 
                           contains a covenant that the lessor thereunder is
                           not permitted in the absence of an uncured default
                           under the Ground Lease, to disturb the possession,
                           interest or quiet enjoyment of any lessee in the
                           relevant portion of the Mortgaged Property subject
                           to such Ground Lease for any reason, or in any
                           manner, which would materially adversely affect the
                           security provided by the related Mortgage.

                  (hh)     (i)      the First Mortgage Loan is directly secured
                           by a Mortgage on a commercial real property, and
                           (ii) the principal amount of the First Mortgage Loan
                           was equal to or less than 80% of the fair market
                           value of such real property, as evidenced by an
                           appraisal conducted within 12 months of the
                           origination of the First Mortgage Loan, or as
                           determined by the Seller based on market studies and
                           pursuant to its underwriting standards at
                           origination (or if the First Mortgage Loan has been
                           modified in a manner that constituted a deemed
                           exchange under Section 1001 of the Internal Revenue
                           Code of 1986, as may be amended from time to time,
                           at a time when the First Mortgage Loan was not in
                           default or default with respect thereto was not
                           reasonably foreseeable, the date of the last such
                           modification). 

                  (ii)     To the best knowledge of the Seller, certificates of
                           occupancy, where required, have been issued with
                           respect to the Mortgaged Property.

                  (jj)     Any escrow accounts for taxes or other reserves 
                           required to be funded on the date of origination of
                           the First Mortgage Loan pursuant to the Mortgage
                           Loan Documents have been funded and all such escrow
                           accounts required to have been funded as of the
                           Funding Date (taking into account any applicable
                           notice and grace period) have been funded.

                  (kk)     The related Assignment of Mortgage being delivered
                           by the Seller to the Purchaser on the Closing Date
                           constitutes a legal, valid and binding assignment of
                           the related Mortgage to the Purchaser, and the
                           related Reassignment of Assignment of Leases, Rents
                           and Profits, if any, constitutes a legal, valid and
                           binding assignment thereof to the Purchaser.

                  (ll)     The related Note is not, and has not been since the
                           date of origination of the First Mortgage Loan,
                           secured by any collateral except the lien of the
                           related Mortgage, any related Assignment of Leases,
                           Rents and Profits and any related security agreement
                           and escrow agreement and any other collateral being
                           transferred to the Purchaser hereunder; the security
                           for the First



                                       9
<PAGE>   23

                           Mortgage Loan consists only of the related Mortgaged
                           Property or Properties, any leases (including
                           without limitation any credit leases) thereof, and
                           any appurtenances, fixtures and other property
                           located thereon and any other collateral pledged or
                           given as part of the Mortgage Loan Documents being
                           assigned to the Purchaser hereunder; and such
                           Mortgaged Property or Properties do not secure any
                           First Mortgage Loan other than the First Mortgage
                           Loan being transferred and assigned to the Purchaser
                           hereunder (except for First Mortgage Loans, if any,
                           which are cross-collateralized with other First
                           Mortgage Loans being conveyed to the Purchaser or
                           subsequent transferee hereunder and identified on
                           the Mortgage Loan Schedule).

                  (mm)     To the Seller's knowledge, based on due diligence
                           that it customarily performs in the origination of
                           comparable Mortgage Loans, as of the date of
                           origination of each Mortgage Loan, the related
                           Mortgagor was in possession of all material
                           licenses, permits and franchises required by
                           applicable law for the ownership and operation of
                           the related Mortgaged Property as it was then
                           operated.

                  (nn)     With respect to each First Mortgage Loan with a
                           principal balance greater than or equal to
                           $5,000,000 The Mortgagor is an entity whose
                           organizational documents provide that it is, and at
                           least so long as the First Mortgage Loan is
                           outstanding will continue to be, a single-purpose
                           entity. (For this purpose, "single-purpose entity"
                           shall mean a person, other than an individual, which
                           is formed or organized solely for the purpose of
                           owning and operating a single property, does not
                           engage in any business unrelated to such property
                           and its financing, does not have any assets other
                           than those related to its interest in the property
                           or its financing, or any indebtedness other than as
                           permitted by the related Mortgage or the other
                           Mortgage Loan Documents, has its own books and
                           records and accounts separate and apart from any
                           other person, and holds itself out as being a legal
                           entity, separate and apart from any other person).

                  (oo)     No Lien securing Indebtedness (other than said First
                           Mortgage Loan) encumbers the related Mortgaged
                           Property.



                                      10
<PAGE>   24

                                    PART II

                                 Defined Terms

                  In addition to terms defined elsewhere in the Loan Agreement,
the following terms shall have the following meanings when used in this Exhibit
B:

                  ALTA means the American Land Title Association.

                  Appraised Value shall mean the value set forth in an
appraisal made in connection with the origination of the related Mortgage Loan
as the value of the Mortgaged Property.

                  Ground Lease means a lease for all or any portion of the real
property comprising the Mortgaged Property, the lessee's interest in which is
held by the Mortgagor of the related Mortgage Loan.

                  Indebtedness shall mean, for any Person at any date, without
duplication, (a) all then outstanding indebtedness of such Person for borrowed
money (whether by loan or the issuance and sale of debt securities) or for the
deferred purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (b) any other then outstanding
indebtedness of such Person which is evidenced by a note, bond, debenture or
similar instrument, (c) all then outstanding obligations of such Person under
financing leases, (d) all then outstanding obligations of such Person in
respect of letters of credit, acceptances or similar instruments issued or
created for the account of such Person and (e) all then outstanding liabilities
secured by any Lien on any property owned by such Person even though such
Person has not assumed or otherwise become liable for the payment thereof.

                  Origination Date shall mean, with respect to each Mortgage
Loan, the date of the Mortgage Note relating to such Mortgage Loan, unless such
information is not provided by the Seller with respect to such Mortgage Loan,
in which case the Origination Date shall be deemed to be the date that is 40
days prior to the date of the first payment under the Mortgage Note relating to
such Mortgage Loan.

                  The term "to Seller's knowledge," means that Seller
reasonably believes, with respect to any representation and warranty so
qualified, such representation and warranty to be true, and has no actual
knowledge or notice that such representation and warranty is inaccurate or
incomplete, without any independent investigation, but that Seller has no
knowledge of any facts or circumstances which would render reliance thereon
unjustified without further inquiry.

                  The term "to the best of Seller's knowledge," means, with
respect to any representation and warranty so qualified, that to Seller's
knowledge, such representation 



                                      11
<PAGE>   25

and warranty is not incomplete or inaccurate and Seller has conducted a
reasonable inquiry to assure the accuracy and completeness of the
representation and warranty in question.



                                      12
<PAGE>   26

                                   EXHIBIT C

                            MORTGAGE LOAN DOCUMENTS

         With respect to each Mortgage Loan:

                  (i)      The original Mortgage Note bearing all intervening
endorsements, endorsed "Pay to the order of _________ without recourse" and
signed in the name of the last endorsee (the "Last Endorsee") by an authorized
Person (in the event that the Mortgage Loan was acquired by the Last Endorsee
in a merger, the signature must be in the following form: "[Last Endorsee],
successor by merger to [name of predecessor]"; in the event that the Mortgage
Loan was acquired or originated by the Last Endorsee while doing business under
another name, the signature must be in the following form: "[Last Endorsee],
formerly known as [previous name]").

                  (ii)     The original of the guarantee executed in connection
with the Mortgage Note (if any).

                  (iii)    The original Mortgage with evidence of recording
thereon, or a copy thereof together with an Officer's Certificate of the Seller
or an Authorized Settlement Agent certifying that such represents a true and
correct copy of the original and that such original has been submitted for
recordation in the appropriate governmental recording office of the
jurisdiction where the Mortgaged Property is located.

                  (iv)     The originals of all assumption, modification,
consolidation or extension agreements with evidence of recording thereon, or
copies thereof together with an Officer's Certificate of the Seller or an
Authorized Settlement Agent certifying that such represent true and correct
copies of the originals and that such originals have each been submitted for
recordation in the appropriate governmental recording office of the
jurisdiction where the Mortgaged Property is located.

                  (v)      The original Assignment of Mortgage in blank for
each Mortgage Loan, in form and substance acceptable for recording and signed
in the name of the Last Endorsee (in the event that the Mortgage Loan was
acquired by the Last Endorsee in a merger, the signature must be in the
following form: "[Last Endorsee], successor by merger to [name of
predecessor]"; in the event that the Mortgage Loan was acquired or originated
while doing business under another name, the signature must be in the following
form: "[Last Endorsee], formerly known as [previous name]").

                  (vi)     The originals of all intervening assignments of
mortgage with evidence of recording thereon, or copies thereof together with an
Officer's Certificate of the Seller or an Authorized Settlement Agent
certifying that such represent true and correct copies of the



                                      13
<PAGE>   27

originals and that such originals have each been submitted for recordation in
the appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located.

                  (vii)    The original attorney's opinion of title and 
abstract of title or the original mortgagee title insurance policy, or if the
original mortgagee title insurance policy has not been issued, the irrevocable
commitment to issue the same.

                  (viii)   The original of any security agreement, chattel
mortgage or equivalent document executed in connection with the Mortgage Loan.

                  (ix)     he original assignment of leases and rents, if any,
with evidence of recording thereon, or a copy thereof together with an
Officer's Certificate of the Seller or an Authorized Settlement Agent
certifying that such copy represents a true and correct copy of the original
that has been submitted for recordation in the appropriate governmental
recording office of the jurisdiction where the Mortgaged Property is located.

                  (x)      The original assignment of assignment of leases and
rents, if any, from the Seller in blank, in form and substance acceptable for
recording.

                  (xi)     A copy of the UCC-1 Financing Statements, certified
as true and correct by the Seller, and all necessary UCC-3 Continuation
Statements with evidence of filing thereon or copies thereof certified by the
Seller or an Authorized Settlement Agent to have been sent for filing, and
UCC-3 Assignments executed by the Seller in blank, which UCC-3 Assignments
shall be in form and substance acceptable for filing.

                  (xii)    An environmental indemnity agreement (if any).

                  (xii)    An omnibus assignment in blank (if any).

                  (xiii)   A disbursement letter from the Mortgagor to the
original mortgagee (if any).

                  (xiv)    Mortgagor's certificate or title affidavit (if any).

                  (xv)     A survey of the Mortgaged Property (if any).

                  (xvi)    A copy of the Mortgagor's Opinion of Counsel (if
any).



                                      14
<PAGE>   28

                                                                      EXHIBIT D

                                 PURCHASE PRICE


<TABLE>
<CAPTION>
         Mortgage Loan              Principal Amount           Purchase Price %           Total
         -------------              ----------------           ----------------           -----
         <S>                        <C>                        <C>                        <C>
</TABLE>





                                      -15-