EXHIBIT 10.17

                                 August 17, 2000

    Supplement and Amendment to Annex 1-A of the Master Repurchase Agreement

This Supplement and Amendment to Annex 1-A of the Master Repurchase Agreement
(the "Supplement") entered into by and between the undersigned and dated as of
as of the 17th day of August, 2000 supplements and amends, and supersedes to the
extent inconsistent with, the terms of Annex 1-A of the Master Repurchase
Agreement ("Annex 1-A") entered into by and between the undersigned and dated as
of the 31st day of March, 2000. Except as otherwise amended herein, the
provisions of Annex 1-A shall apply to this Supplement. Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in Annex 1-A.

1.   Amendments.

     a) In Paragraph 1:

          (i) delete "$100,000,000" from the definition of "Maximum Amount" and
          insert "$150,000,000" in its place.

          (ii) insert ""Minimum Acceleration Amount" shall equal $120,000,000."
          after the definition of "Maximum Transfer Amount".

     b) In the first sentence of Paragraph 18:

          (i) delete "having, in the aggregate with all other Purchased CMBS
          with respect to which there was an acceleration of the Term Repurchase
          Date, Repurchase Prices not exceeding $10,000,000".

          (ii) insert "if the early termination is pursuant to sub-clause (B) of
          this sentence," after "provided that (i)" and before "Seller pays a
          fee".

                                       1
<PAGE>

          (iii) delete "(aa) if the early termination is pursuant to sub-clause
          (A) of this sentence, the Repurchase Prices of the affected Purchased
          CMBS or (bb) if the early termination is pursuant to sub-clause (B) of
          this sentence,".

          (iv) insert "if the early termination is pursuant to sub-clause (A) of
          this sentence, immediately after the transfer of the affected
          Purchased CMBS and the payment of the related Repurchase Price, the
          Amount of Transactions is not less that the Minimum Acceleration
          Amount, (iii)" after "the Maximum Amount, (ii)" and before
          "immediately after the transfer".

          (v) delete "(iii)" and insert "(iv)" in its place.

     c) In Paragraph 43, delete "$5,000,000" and insert "$7,500,000" in its
     place.


2. Modification. This Supplement may not be amended nor any provision hereof
waived or modified except by an instrument in writing signed by the Buyer and
Seller.

3. Governing Law. This Supplement shall be governed by, and construed in
accordance with, the substantive laws of the State of New York without regard to
conflicts of law principles.


                                       2
<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Supplement as of the date
set forth above.


                                       Bear, Stearns & Co., Inc.

                                       By: /s/ PAUL M. FRIEDMAN
                                          ---------------------------------
                                           Paul M. Friedman

                                       Title: Senior Managing Director
                                             ------------------------------
                                       November 06, 2000


                                       Bear, Stearns International Limited,

                                       By: /s/ PAUL M. FRIEDMAN
                                          ---------------------------------
                                           Paul M. Friedman

                                       Title: Director
                                             ------------------------------
                                       November 06, 2000


                                       LNR CMBS Holdings Corporation

                                       By: /s/ SHELLY RUBIN
                                          ---------------------------------
                                            Shelly Rubin

                                       Title: Vice President
                                             ------------------------------


                                       3
<PAGE>
================================================================================
   PSA    THE BOND MARKET
          TRADE ASSOCIATION

                           MASTER REPURCHASE AGREEMENT
                             September 1996 Version
================================================================================

                                            Dated as of March 31, 2000
                                                       -------------------------
Between:

BEAR, STEARNS INTERNATIONAL LIMITED
-----------------------------------

and

LNR CMBS HOLDING CORP.
----------------------

1. Applicability.

From time to time the parties hereto may enter into transactions in which one
party ("Seller") agrees to transfer to the other ("Buyer") securities or other
assets ("Securities") against the transfer of funds by Buyer, with a
simultaneous agreement by Buyer to transfer to Seller such Securities at a date
certain or on demand, against the transfer of funds by Seller. Each such
transaction shall be referred to herein as a "Transaction" and, unless otherwise
agreed in writing, shall be governed by this Agreement, including any
supplemental terms or conditions contained in Annex I hereto and in any other
annexes identified herein or therein as applicable hereunder.

2. Definitions.

(a)  "Act of Insolvency", with respect to any party, (i) the commencement by
     such party as debtor of any case or proceeding under any bankruptcy,
     insolvency, reorganization, liquidation, moratorium, dissolution,
     delinquency, or similar law, or such party seeking the appointment or
     election of a receiver, conservator, trustee, custodian or similar official
     for such party or any substantial part of its property, or the convening of
     any meeting of creditors for purposes of commencing any such case or
     proceeding or seeking such an appointment or election, (ii) the
     commencement of any such case or proceeding against such party, or another
     seeking such an appointment or election, or the filing against a party of
     an application for a protective decree under the provisions of the
     Securities Investor Protection Act of 1970, which (A) is consented to or
     not timely contested by such party, (B) results in the entry of an order
     for relief, such an appointment or election, the issuance of such a
     protective decree or the entry of an order having a similar effect, or (C)
     is not dismissed within 15 days, (iii) the making by such party of a
     general assignment for the benefit of creditors, or (iv) the admission in
     writing by such party of such party's inability to pay such party's debts
     as they become due;

(b)  "Additional Purchased Securities", Securities provided by Seller to Buyer
     pursuant to Paragraph 4(a) hereof;

(c)  "Buyer's Margin Amount", with respect to any Transaction as of any date,
     the amount obtained by application of the Buyer's Margin Percentage to the
     Repurchase Price for such Transaction as of such date;

(d)  "Buyer's Margin Percentage", with respect to any Transaction as of any
     date, a percentage (which may be equal to the Seller's Margin Percentage)
     agreed to by Buyer and Seller or, in the absence of any such agreement, the
     percentage obtained by dividing the Market Value of the Purchased
     Securities on the Purchase Date by the Purchase Price on the Purchase Date
     for such Transaction;

(e)  "Confirmation", the meaning specified in Paragraph 3(b) hereof;

(f)  "Income", with respect to any Security at any time, any principal thereof
     and all interest, dividends or other distributions thereon;

(g)  "Margin Deficit", the meaning specified in Paragraph 4(a) hereof;

(h)  "Margin Excess", the meaning specified in Paragraph 4(b) hereof;

(i)  "Margin Notice Deadline", the time agreed to by the parties in the relevant
     Confirmation, Annex I hereto or otherwise as the deadline for giving notice
     requiring same-day satisfaction of margin maintenance obligations as
     provided in Paragraph 4 hereof (or, in the absence of any such agreement,
     the deadline for such purposes established in accordance with market
     practice);

(j)  "Market Value", with respect to any Securities as of any date, the price
     for such Securities on such date obtained from a generally recognized
     source agreed to by the parties or the most recent closing bid quotation
     from such a source, plus
<PAGE>
     accrued income to the extent not included therein (other than any income
     credited or transferred to, or applied to the obligations of, Seller
     pursuant to Paragraph 5 hereof) as of such date (unless contrary to market
     practice for such Securities);

(k)  "Price Differential", with respect to any Transaction as of any date, the
     aggregate amount obtained by daily application of the Pricing Rate for such
     Transaction to the Purchase Price for such Transaction on a
     360-day-per-year basis for the actual number of days during the period
     commencing on (and including) the Purchase Date for such Transaction and
     ending on (but excluding) the date of determination (reduced by any amount
     of such Price Differential previously paid by Seller to Buyer with respect
     to such Transaction);

(l)  "Pricing Rate", the per annum percentage rate for determination of the
     Price Differential;

(m)  "Prime Rate", the prime rate of U.S. commercial banks as published in The
     Wall Street Journal (or, if more than one such rate is published, the
     average of such rates);

(n)  "Purchase Date", the date on which Purchased Securities are transferred by
     Seller to Buyer;

(o)  "Purchase Price", (i) on the Purchase Date, the price at which Purchased
     Securities are transferred by Seller to Buyer, and (ii) thereafter, except
     where Buyer and Seller agree otherwise, such price increased by the amount
     of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b)
     hereof and decreased by the amount of any cash transferred by Seller to
     Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller's
     obligations under clause (ii) of Paragraph 5 hereof;

(p)  "Purchased Securities", the Securities transferred by Seller to Buyer in a
     Transaction hereunder, and any Securities substituted therefor in
     accordance with Paragraph 9 hereof. The term "Purchased Securities" with
     respect to any Transaction at any time also shall include Additional
     Purchased Securities delivered pursuant to Paragraph 4(a) and shall exclude
     Securities returned pursuant to Paragraph 4(b) hereof;

(q)  "Repurchase Date", the date on which Seller is to repurchase the Purchased
     Securities from Buyer, including any date determined by application of the
     provisions of Paragraph 3(c) or 11 hereof;

(r)  "Repurchase Price", the price at which Purchased Securities are to be
     transferred from Buyer to Seller upon termination of a Transaction, which
     will be determined in each case (including Transactions terminable upon
     demand) as the sum of the Purchase Price and the Price Differential as of
     the date of such determination;

(s)  "Seller's Margin Amount", with respect to any Transaction as of any date,
     the amount obtained by application of the Seller's Margin Percentage to the
     Repurchase Price for such Transaction as of such date;

(t)  "Seller's Margin Percentage", with respect to any Transaction as of any
     date, a percentage (which may be equal to the Buyer's Margin Percentage)
     agreed to by Buyer and Seller or, in the absence of any such agreement, the
     percentage obtained by dividing the Market Value of the Purchased
     Securities on the Purchase Date by the Purchase Price on the Purchase Date
     for such Transaction.

3. Initiation; Confirmation; Termination.

(a)  An agreement to enter into a Transaction may be made orally or in writing
     at the initiation of either Buyer or Seller. On the Purchase Date for the
     Transaction, the Purchased Securities shall be transferred to Buyer or its
     agent against the transfer of the Purchase Price to an account of Seller.

(b)  Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or
     both), as shall be agreed, shall promptly deliver to the other party a
     written confirmation of each Transaction (a "Confirmation"). The
     Confirmation shall describe the Purchased Securities (including CUSIP
     number, if any), identify Buyer and Seller and set forth (i) the Purchase
     Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the
     Transaction is to be terminable on demand, (iv) the Pricing Rate or
     Repurchase Price applicable to the Transaction, and (v) any additional
     terms or conditions of the Transaction not inconsistent with this
     Agreement. The Confirmation, together with this Agreement, shall constitute
     conclusive evidence of the terms agreed between Buyer and Seller with
     respect to the Transaction to which the Confirmation relates, unless with
     respect to the Confirmation specific objection is made promptly after
     receipt thereof. In the event of any conflict between the terms of such
     Confirmation and this Agreement, this Agreement shall prevail.

(c)  In the case of Transactions terminable upon demand, such demand shall be
     made by Buyer or Seller, no later than such time as is customary in
     accordance with market practice, by telephone or otherwise on or prior to
     the business day on which such termination will be effective. On the date
     specified in such demand, or on the date fixed for termination in the case
     of Transactions having a fixed term, termination of the Transaction will be
     effected by transfer to Seller or its agent of the Purchased Securities and
     any Income in respect thereof received by Buyer (and not previously
     credited or transferred to, or applied to the obligations of, Seller
     pursuant to Paragraph 5 hereof) against the transfer of the Repurchase
     Price to an account of Buyer.

4. Margin Maintenance.

(a)  If at any time the aggregate Market Value of all Purchased Securities
     subject to all Transactions in which a particular party hereto is acting as
     Buyer is less than the aggregate Buyer's Margin Amount for all such
     Transactions (a "Margin Deficit"), then Buyer may by notice to Seller
     require Seller in such Transactions, at Seller's option, to transfer to
     Buyer cash or additional Securities reasonably acceptable to Buyer
     ("Additional Purchased Securities"), so that the cash and aggregate

<PAGE>

     Market Value of the Purchased Securities, including any such Additional
     Purchased Securities, will thereupon equal or exceed such aggregate Buyer's
     Margin Amount (decreased by the amount of any Margin Deficit as of such
     date arising from any Transactions in which such Buyer is acting as
     Seller).

(b)  If at any time the aggregate Market Value of all Purchased Securities
     subject to all Transactions in which a particular party hereto is acting as
     Seller exceeds the aggregate Seller's Margin Amount for all such
     Transactions at such time (a "Margin Excess"), then Seller may by notice to
     Buyer require Buyer in such Transactions, at Buyer's option, to transfer
     cash or Purchased Securities to Seller, so that the aggregate Market Value
     of the Purchased Securities, after deduction of any such cash or any
     Purchased Securities so transferred, will thereupon not exceed such
     aggregate Seller's Margin Amount (increased by the amount of any Margin
     Excess as of such date arising from any Transactions in which such Seller
     is acting as Buyer).

(c)  If any notice is given by Buyer or Seller under subparagraph (a) or (b) of
     this Paragraph at or before the Margin Notice Deadline on any business day,
     the party receiving such notice shall transfer cash or Additional Purchased
     Securities as provided in such subparagraph no later than the close of
     business in the relevant market on such day. If any such notice is given
     after the Margin Notice Deadline, the party receiving such notice shall
     transfer such cash or Securities no later than the close of business in the
     relevant market on the next business day following such notice.

(d)  Any cash transferred pursuant to this Paragraph shall be attributed to such
     Transactions as shall be agreed upon by Buyer and Seller.

(e)  Seller and Buyer may agree, with respect to any or all Transactions
     hereunder, that the respective rights of Buyer or Seller (or both) under
     subparagraphs (a) and (b) of this Paragraph may be exercised only where a
     Margin Deficit or Margin Excess, as the case may be, exceeds a specified
     dollar amount or a specified percentage of the Repurchase Prices for such
     Transactions (which amount or percentage shall be agreed to by Buyer and
     Seller prior to entering into any such Transactions).

(f)  Seller and Buyer may agree, with respect to any or all Transactions
     hereunder, that the respective rights of Buyer and Seller under
     subparagraphs (a) and (b) of this Paragraph to require the elimination of a
     Margin Deficit or a Margin Excess, as the case may be, may be exercised
     whenever such a Margin Deficit or Margin Excess exists with respect to any
     single Transaction hereunder (calculated without regard to any other
     Transaction outstanding under this Agreement).

5. Income Payments.

Seller shall be entitled to receive an amount equal to all Income paid or
distributed on or in respect of the Securities that is not otherwise received by
Seller, to the full extent it would be so entitled if the Securities had not
been sold to Buyer. Buyer shall, as the parties may agree with respect to any
Transaction (or, in the absence of any such agreement, as Buyer shall reasonably
determine in its discretion), on the date such Income is paid or distributed
either (i) transfer to or credit to the account of Seller such Income with
respect to any Purchased Securities subject to such Transaction or (ii) with
respect to Income paid in cash, apply the Income payment or payments to reduce
the amount, if any, to be transferred to Buyer by Seller upon termination of
such Transaction. Buyer shall not be obligated to take any action pursuant to
the preceding sentence (A) to the extent that such action would result in the
creation of a Margin Deficit, unless prior thereto or simultaneously therewith
Seller transfers to Buyer cash or Additional Purchased Securities sufficient to
eliminate such Margin Deficit, or (B) if an Event of Default with respect to
Seller has occurred and is then continuing at the time such Income is paid or
distributed.

6. Security Interest.

Although the parties intend that all Transactions hereunder be sales and
purchases and not loans, in the event any such Transactions are deemed to be
loans, Seller shall be deemed to have pledged to Buyer as security for the
performance by Seller of its obligations under each such Transaction, and shall
be deemed to have granted to Buyer a security interest in, all of the Purchased
Securities with respect to all Transactions hereunder and all Income thereon and
other proceeds thereof.

7. Payment and Transfer.

Unless otherwise mutually agreed, all transfers of funds hereunder shall be in
immediately available funds. All Securities transferred by one party hereto to
the other party (i) shall be in suitable form for transfer or shall be
accompanied by duly executed instruments of transfer or assignment in blank and
such other documentation as the party receiving possession may reasonably
request, (ii) shall be transferred on the book-entry system of a Federal Reserve
Bank, or (iii) shall be transferred by any other method mutually acceptable to
Seller and Buyer.

8. Segregation of Purchased Securities.

To the extent required by applicable law, all Purchased Securities in the
possession of Seller shall be segregated from other securities in its possession
and shall be identified as subject to this Agreement. Segregation may be
accomplished by appropriate identification on the books and records of the
holder, including a financial or securities intermediary or a clearing
corporation. All of Seller's interest in the Purchased Securities shall pass to
Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller,
nothing in this Agreement shall preclude Buyer from engaging in repurchase
transactions with the Purchased Securities or otherwise selling, transferring,
pledging or hypothecating the Purchased Securities, but no such transaction
shall relieve Buyer of its obligations to transfer Purchased Securities to
Seller pursuant to Paragraphs 3, 4 or 11 hereof, or of Buyer's obligation to
credit or pay income to, or apply income to the obligations of, Seller pursuant
to Paragraph 5 hereof.

<PAGE>
--------------------------------------------------------------------------------
Required Disclosure for Transactions in Which the Seller Retains Custody of the
Purchased Securities

Seller is not permitted to substitute other securities for those subject to this
Agreement and therefore must keep Buyer's securities segregated at all times,
unless in this Agreement Buyer grants Seller the right to substitute other
securities. If Buyer grants the right to substitute, this means that Buyer's
securities will likely be commingled with Seller's own securities during the
trading day. Buyer is advised that, during any trading day that Buyer's
securities are commingled with Seller's securities, they [will]* [may]** be
subject to liens granted by Seller to [its clearing bank] [third parties] and
may be used by Seller for deliveries on other securities transactions. Whenever
the securities are commingled, Seller's ability to resegregate substitute
securities for Buyer will be subject to Seller's ability to satisfy [the
clearing] [any] lien or to obtain substitute securities.
--------------------------------------------------------------------------------
* Language to be used under 17 C.F.R. s.s.403.4(e) if Seller is a government
securities broker or dealer other than a financial institution.
** Language to be used under 17 C.F R. s.s.403.5(d) if Seller is a financial
institution.

9. Substitution.

(a)  Seller may, subject to agreement with and acceptance by Buyer, substitute
     other Securities for any Purchased Securities. Such substitution shall be
     made by transfer to Buyer of such other Securities and transfer to Seller
     of such Purchased Securities. After substitution, the substituted
     Securities shall be deemed to be Purchased Securities.

(b)  In Transactions in which the Seller retains custody of Purchased
     Securities, the parties expressly agree that Buyer shall be deemed, for
     purposes of subparagraph (a) of this Paragraph, to have agreed to and
     accepted in this Agreement substitution by Seller of other Securities for
     Purchased Securities; provided, however, that such other Securities shall
     have a Market Value at least equal to the Market Value of the Purchased
     Securities for which they are substituted.

10. Representations.

Each of Buyer and Seller represents and warrants to the other that (i) it is
duly authorized to execute and deliver this Agreement, to enter into the
Transactions contemplated hereunder and to perform its obligations hereunder and
has taken all necessary action to authorize such execution, delivery and
performance, (ii) it will engage in such Transactions as principal (or, if
agreed in writing, in the form of an annex hereto or otherwise, in advance of
any Transaction by the other party hereto, as agent for a disclosed principal),
(iii) the person signing this Agreement on its behalf is duly authorized to do
so on its behalf (or on behalf of any such disclosed principal), (iv) it has
obtained all authorizations of any governmental body required in connection with
this Agreement and the Transactions hereunder and such authorizations are in
full force and effect and (v) the execution, delivery and performance of this
Agreement and the Transactions hereunder will not violate any law, ordinance,
charter, by-law or rule applicable to it or any agreement by which it is bound
or by which any of its assets are affected. On the Purchase Date for any
Transaction Buyer and Seller shall each be deemed to repeat all the foregoing
representations made by it.

11. Events of Default.

In the event that (i) Seller fails to transfer or Buyer fails to purchase
Purchased Securities upon the applicable Repurchase Date, (ii) Seller or Buyer
fails to transfer Purchased Securities upon the applicable Repurchase Date,
(iii) Seller or Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails,
after one business day's notice, to comply with Paragraph 5 hereof, (v) an Act
of Insolvency occurs with respect to Seller or Buyer, (vi) any representation
made by Seller or Buyer shall have been incorrect or untrue in any material
respect when made or repeated or deemed to have been made or repeated, or (vii)
Seller or Buyer shall admit to the other its inability to, or its intention not
to, perform any of its obligations hereunder (each an "Event of Default"):

(a)  The nondefaulting party may, at its option (which option shall be deemed to
     have been exercised immediately upon the occurrence of an Act of
     Insolvency), declare an Event of Default to have occurred hereunder and,
     upon the exercise or deemed exercise of such option, the Repurchase Date
     for each Transaction hereunder shall, if it has not already occurred, be
     deemed immediately to occur (except that, in the event that the Purchase
     Date for any Transaction has not yet occurred as of the date of such
     exercise or deemed exercise, such Transaction shall be deemed immediately
     canceled. The non defaulting party shall (except upon the occurrence of an
     Act of Insolvency) give notice to the defaulting party of the exercise of
     such option as promptly as practicable.

(b)  In all Transactions in which the defaulting party is acting as Seller, if
     the nondefaulting party exercises or is deemed to have exercised the option
     referred to in subparagraph (a) of this Paragraph, (i) the defaulting
     party's obligations in such Transactions to repurchase all Purchased
     Securities, at the Repurchase Price therefore on the Repurchase Date
     determined in accordance with subparagraph (a) of this Paragraph, shall
     thereupon become immediately due and payable, (ii) all Income paid after
     such exercise or deemed exercise shall be retained by the nondefaulting
     party and applied to the aggregate unpaid Repurchase Prices and any other
     amounts owing by the defaulting party hereunder, and (iii) the defaulting
     party shall immediately deliver to the nondefaulting party any Purchased
     Securities subject to such Transactions then in the defaulting party's
     possession or control.

(c)  In all Transactions in which the defaulting party is acting as Buyer, upon
     tender by the nondefaulting party of payment of the aggregate Repurchase
     Prices for all such Transactions, all right, title and interest in and
     entitlement to all Purchased Securities subject to such Transactions shall
     be deemed transferred to the nondefaulting party, and the defaulting party
     shall deliver all such Purchased Securities to the nondefaulting party.

<PAGE>

(d)  If the non defaulting party exercises or is deemed to have exercised the
     option referred to in subparagraph (a) of this paragraph, the nondefaulting
     party, without prior notice to the defaulting party, may:

     (i)  as to Transactions in which the defaulting party is acting as Seller,
          (A) immediately sell, in a recognized market (or otherwise in a
          commercially reasonable manner) at such price or prices as the
          nondefaulting party may reasonably deem satisfactory, any or all
          Purchased Securities subject to such Transactions and apply the
          proceeds thereof to the aggregate unpaid Repurchase Prices and any
          other amounts owing by the defaulting party hereunder or (B) in its
          sole discretion elect, in lieu of selling all or a portion of such
          Purchased Securities, to give the defaulting party credit for such
          Purchased Securities in an amount equal to the price therefor on such
          date, obtained from a generally recognized source or the most recent
          closing bid quotation from such a source, against the aggregate unpaid
          Repurchase Prices and any other amounts owing by the defaulting party
          hereunder; and

     (ii) as to Transactions in which the defaulting party is acting as Buyer,
          (A) immediately purchase, in a recognized market (or otherwise in a
          commercially reasonable manner) at such price or prices as the
          nondefaulting party may reasonably deem satisfactory, securities
          ("Replacement Securities") of the same class and amount as any
          Purchased Securities that are not delivered by the defaulting party to
          the nondefaulting party as required hereunder or (B) in its sole
          discretion elect, in lieu of purchasing Replacement Securities, to be
          deemed to have purchased Replacement Securities at the price therefor
          on such date, obtained from a generally recognized source or the most
          recent closing bid quotation from such a source.

          Unless otherwise provided in Annex I, the parties acknowledge and
          agree that (1) the Securities subject to any Transaction hereunder are
          instruments traded in a recognized market, (2) in the absence of a
          generally recognized source for prices or bid or offer quotations for
          any Security, the nondefaulting party may establish the source
          therefor in its sole discretion and (3) all prices, bids and offers
          shall be determined together with accrued Income (except to the extent
          contrary to market practice with respect to the relevant Securities.

(e)  As to Transactions in which the defaulting party is acting as Buyer, the
     defaulting party shall be liable to the nondefaulting party for any excess
     of the price paid (or deemed paid) by the nondefaulting party for
     Replacement Securities over the Repurchase Price for the Purchased
     Securities replaced thereby and for any amounts payable by the defaulting
     party under Paragraph 5 hereof or otherwise hereunder.

(f)  For purposes of this Paragraph 11, the Repurchase Price for each
     Transaction hereunder in respect of which the defaulting party is acting as
     Buyer shall not increase above the amount of such Repurchase Price for such
     Transaction determined as of the date of the exercise or deemed exercise by
     the nondefaulting party of the option referred to in subparagraph (a) of
     this Paragraph.

(g)  The defaulting party shall be liable to the nondefaulting party for (i) the
     amount of all reasonable legal or other expenses incurred by the
     nondefaulting party in connection with or as a result of an Event of
     Default, (ii) damages in an amount equal to the cost (including all fees,
     expenses and commissions) of entering into replacement transactions and
     entering into or terminating hedge transactions in connection with or as a
     result of an Event of Default, and (iii) any other loss damage, cost or
     expense directly arising or resulting from the occurrence of an Event of
     Default in respect of a Transaction.

(h)  To the extent permitted by applicable law, the defaulting party shall be
     liable to the nondefaulting arty for interest on any amounts owing by the
     defaulting party hereunder, from the date the defaulting party becomes
     liable for such amounts hereunder until such amounts are (I) paid in full
     by the defaulting party or (ii) satisfied in full by the exercise of the
     nondefaulting party's rights hereunder. Interest on any sum payable by the
     defaulting party to the nondefaulting party under this Paragraph 11 (h)
     shall be at a rate equal to the greater of the Pricing Rate for the
     relevant Transaction or the Prime Rate.

(i)  The nondefaulting party shall have, in addition to its rights hereunder,
     any rights otherwise available to it under any other agreement or
     applicable law.

12. Single Agreement.

Buyer and Seller acknowledge that, and have entered hereinto and will enter into
each Transaction hereunder in consideration of and in reliance upon the fact
that, all Transactions hereunder constitute a single business and contractual
relationship and have been made in consideration of each other. Accordingly,
each of Buyer and Seller agrees (i) to perform all of its obligations in respect
of each Transaction hereunder, and that a default in the performance of any such
obligations shall constitute a default by it in respect of all Transactions
hereunder, (ii) that each of them shall be entitled to set off claims and apply
property held by them in respect of any Transaction against obligations owing to
them in respect of any other Transactions hereunder and (iii) that payments,
deliveries and other transfers made by either of them in respect of any
Transaction shall be deemed to have been made in consideration of payments,
deliveries and other transfers in respect of any other Transactions hereunder,
and the obligations to make any such payments, deliveries and other transfers
may be applied against each other and netted.

13. Notices and Other Communications.

Any and all notices, statements, demands or other communications hereunder may
be given by a party to the other by mail, facsimile, telegraph, messenger or
otherwise to the address specified in Annex II hereto, or so sent to such party
at any other

<PAGE>

place specified in a notice of change of address hereafter received by the
other. All notices, demands and request hereunder may be made orally, to be
confirmed promptly in writing, or by other communication as specified the
preceding sentence.

14. Entire Agreement; Severability.

This Agreement shall supersede any existing agreements between the parties
containing general terms and conditions for repurchase transactions. Each
provision and agreement herein shall be treated as separate and independent from
any other provision or agreement herein and shall be enforceable notwithstanding
the unenforceability of any such other provision or agreement.

15. Non-assignability; Termination.

(a)  The rights and obligations of the parties under this Agreement and under
     any Transaction shall not be assigned by either party without the prior
     written consent of the other party, and any such assignment without the
     prior written consent of the other party shall be null and void. Subject to
     the foregoing, this Agreement and any Transactions shall be binding upon
     and shall inure to the benefit of the parties and their respective
     successors and assigns. This Agreement may be terminated by either party
     upon giving written notice to the other, except that this Agreement shall,
     notwithstanding such notice, remain applicable to any Transactions then
     outstanding.

(b)  Subparagraph (a) of this Paragraph 15 shall not preclude a party from
     assigning, charging or otherwise dealing with all or any part of its
     interest in any sum payable to it under Paragraph 11 hereof.

16. Governing Law.

This Agreement shall be governed by the laws of the State of New York without
giving effect to the conflict of law principles thereof.

17. No Waivers, Etc.

No express or implied waiver of any Event of Default by either party shall
constitute a waiver of any other Event of Default and no exercise of any remedy
hereunder by any party shall constitute a waiver of its right to exercise any
other remedy hereunder. No modification or waiver of any provision of this
Agreement and no consent by any party to a departure herefrom shall be effective
unless and until such shall be in writing and duly executed by both of the
parties hereto. Without limitation on any of the foregoing, the failure to give
a notice pursuant to subparagraphs 4(a) or 4(b) hereof will not constitute a
waiver of any right to do so at a later date.

18. Use of Employee Plan Assets.

(a)  If assets of an employee benefit plan subject to any provision of the
     Employee Retirement Income Security Act of 1974 ("ERISA") are intended to
     be used by either party hereto (the "Plan Party") in a Transaction, the
     Plan Party shall so notify the other party prior to the Transaction. The
     Plan Party shall represent in writing to the other party that the
     Transaction does not constitute a prohibited transaction under ERISA or is
     otherwise exempt therefrom, and the other party may proceed in reliance
     thereon but shall not be required so to proceed.

(b)  Subject to the last sentence of subparagraph (a) of this Paragraph, any
     such Transaction shall proceed only if Seller furnishes or has furnished to
     Buyer its most recent available audited statement of its financial
     condition and its most recent subsequent unaudited statement of its
     financial condition.

(c)  By entering into a Transaction pursuant to this Paragraph, Seller shall be
     deemed (i) to represent to Buyer that since the date of Seller's latest
     such financial statements, there has been no material adverse change in
     Seller's financial condition which Seller has not disclosed to Buyer, and
     (ii) to agree to provide Buyer with future audited and unaudited statements
     of its financial condition as they are issued, so long as it is a Seller in
     any outstanding Transaction involving a Plan Party.

19. Intent.

(a)  The parties recognize that each Transaction is a "repurchase agreement" as
     that term is defined in Section 101 of Title 11 of the United States Code,
     as amended (except insofar as the type of Securities subject to such
     Transaction or the term of such Transaction would render such definition
     inapplicable), and a "securities contract" as that term is defined in
     Section 741 of Title 11 of the United States Code, as amended (except
     insofar as the type of assets subject to such Transaction would render such
     definition inapplicable).

(b)  It is understood that either party's right to liquidate Securities
     delivered to it in connection with Transactions hereunder or to exercise
     any other remedies pursuant to Paragraph 11 hereof is a contractual right
     to liquidate such Transaction as described in Sections 555 and 559 of Title
     11 of the United States Code, as amended.

(c)  The parties agree and acknowledge that if a party hereto is an "insured
     depository institution,", as such term is defined the Federal Deposit
     Insurance Act, as amended ("FDIA"), then each Transaction hereunder is a
     "qualified financial contract," as that term is defined in FDIA and any
     rules, orders or policy statements thereunder (except insofar as the type
     of assets subject to such Transaction would render such definition
     inapplicable).

(d)  It is understood that this Agreement constitutes a "netting contracts as
     defined in and subject to Title IV of the Federal Deposit Insurance
     Corporation Improvement Act of 1991 ("FDICIA") and each payment entitlement
     and payment obligation under any Transaction hereunder shall constitute a
     "covered contractual payment entitlement" or "covered

<PAGE>

     contractual payment obligation", respectively, as defined in and subject to
     FDICIA (except insofar as one or both of the parties is not a Financial
     institutions as that term is defined in FDICIA).

20. Disclosure Relating to Certain Federal Protections.

The parties acknowledge that they have been advised that:

(a)  in the case of Transactions in which one of the parties is a broker or
     dealer registered with the Securities and Exchange Commission ("SEC") under
     Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the
     Securities Investor Protection Corporation has taken the position that the
     provisions of the Securities Investor Protection Act of 1970 ("SIPA") do
     not protect the other party with respect to any Transaction hereunder;

(b)  in the case of Transactions in which one of the parties is a government
     securities broker or a government securities dealer registered with the SEC
     under Section 15C of the 1934 Act, SIPA will not provide protection to the
     other party with respect to any Transaction hereunder; and

(c)  in the case of Transactions in which one of the parties is a financial
     institution, funds held by the financial institution pursuant to a
     Transaction hereunder are not a deposit and therefore are not insured by
     the Federal Deposit Insurance Corporation, the Federal Savings and Loan
     Insurance Corporation or the National Credit Union Share Insurance Fund, as
     applicable.



BEAR, STEARNS INTERNATIONAL LIMITED,         LNR CMBS Holdings Corporation


By: /s/ PAUL M. FRIEDMAN                     By:  /s/ SHELLY RUBIN
   --------------------------------             --------------------------------
    Paul M. Freidman                              Shelly Rubin

Title: Director                              Title:  Vice President
      -----------------------------                -----------------------------
Date: November 06, 2000                      Date:   4/14/00
     ------------------------------               ------------------------------

<PAGE>
                                     ANNEX I

                        Supplemental Terms and Conditions

This Annex I forms a part of the Master Repurchase Agreement (September 1996
Version) dated as of March 31, 1999 (the "Agreement") between BEAR STEARNS
INTERNATIONAL LIMITED ("Bear Stearns") and LNR CMBS Holdings Corporation
("Counterparty"). Capitalized terms used but not defined in this Annex I shall
have the meanings ascribed to them in the Agreement.

l.   Please initial in the space provided to select any/all of the optional
     Annexes listed below to form a part of the Agreement. The Annexes which are
     initialed will apply hereunder.


                                                               Initials
     (a)   Annex III (International Transactions)              ________
     (b)   Annex IV (Party Acting as Agent)                    ________
     (c)   Annex V (Margin for Forward Transactions )          ________
     (d)   Annex VI (Buy/Sell Back Transactions)               ________
     (e)   Annex VII (Transactions Involving Registered
                        Investment Companies)                  ________

2.   "Margin Notice Deadline" means 10:00 a.m. New York time.

3.   The definition of "Market Value" in Paragraph 2(j) shall be replaced with
     the following:

          "Market Value", with respect to any Securities as of any date, the
          price for such Securities on such date as determined by Bear Stearns,
          in its sole discretion, plus accrued Income to the extent not included
          therein (other than any Income credited or transferred to, or applied
          to the obligations of, Seller pursuant to Paragraph 5 hereof) as of
          such date (unless contrary to market practice for such Securities).

4.   The term "Transaction" includes any repurchase or reverse repurchase
     transaction outstanding on the date hereof.

5.   (a) The first sentence of Paragraph 3(c) is hereby replaced with the
     following: "In the case of Transactions terminable upon demand, such demand
     shall be made by Buyer or Seller, by telephone or otherwise on a business
     day of the recipient of the demand. Unless a later time is specified in the
     demand, if such demand is made prior to 10:00 a.m. New York time,
     termination shall be effective at 3:00 p.m. New York time on the day demand
     is made; if such demand is made after 10:00 a.m. New York time, termination
     shall be effective at 9:00 a.m. New York time on the next business day of
     the recipient of the demand. After such demand, another later time may be
     agreed to by Buyer and Seller if confirmed in writing by both. Bear Stearns
     shall have the right to specify in a demand an earlier time than aforesaid
     that termination is to be effected if reasonable under the circumstances
     (as, for example, and not by way of limitation, in periods of increased
     market volatility or illiquidity of securities). Such demand shall be
     deemed given after Bear Stearns telephones Robert Cherry at 305-229-6446 or
     a substitute (each, a "Counterparty Authorized Representative"), who may be
     designated in writing addressed to Bear Stearns at 245 Park Avenue, 4th
     Floor, New York, New York 10167, Attention: Senior Managing Director,
     Finance Desk.

     (b) The second sentence of Paragraph 3(c) is hereby amended by replacing
     the words "On the date specified in such demand" with the words "At the
     time specified in such demand (or such later time as agreed to in
     writing)".

6.   Demands by Bear Stearns for the delivery or return of cash or Additional
     Purchased Securities pursuant to Paragraphs 4(a) may be oral and need not
     be confirmed in writing.

7.   Notwithstanding the definition of Purchase Price in Paragraph 2 of the
     Agreement and the provisions of Paragraph 4 of the Agreement, the parties
     agree that (i) except as provided in Paragraph 6, 11 and 13 of Annex 1-A,
     the Purchase Price will not be increased or decreased by the amount of any
     cash transferred by one party to the other pursuant to Paragraph 4 of the
     Agreement and (ii) transfer of such cash shall be treated, as if it
     constituted a transfer of Securities (with a Market Value equal to the U.S.
     dollar amount of such cash) pursuant to Paragraph 4(a) (including for
     purposes of the definition of "Additional Purchased Securities.")

<PAGE>

8.   The following 2 paragraphs shall be added to Paragraph 9 of the Agreement:

     (c) In the case of any Transaction for which the Repurchase Date is other
     than the business day immediately following the Purchase Date and with
     respect to which Seller does not have any existing right to substitute
     substantially the same Securities for the Purchased Securities, Seller
     shall have the right, subject to the proviso to this sentence, upon notice
     to Buyer, which notice shall be given at or prior to 10 a.m. (New York
     time) on such business day, to substitute substantially the same Securities
     for any Purchased Securities; provided, however, that Buyer may elect, by
     the close of business on the business day notice is received, or by the
     close of the next business day if notice is given after 10 a.m. (New York
     time) on such day, not to accept such substitution. In the event such
     substitution is accepted by Buyer, such substitution shall be made by
     Seller's transfer to Buyer of such other Securities and Buyer's transfer to
     Seller of such Purchased Securities, and after such substitution, the
     substituted Securities shall be deemed to be Purchased Securities. In the
     event Buyer elects not to accept such substitution, Buyer shall offer
     Seller the right to terminate the Transaction.

     (d) In the event Seller exercises its right to substitute or terminate
     under sub-paragraph (c), Seller shall be obligated to pay to Buyer, by the
     close of the business day of such substitution or termination, as the case
     may be, an amount equal to (A) Buyer's actual cost (including all fees,
     expenses and commissions) of (i) entering into replacement transactions;
     (ii) entering into or terminating hedge transactions; and/or (iii)
     terminating transactions or substituting securities in like transactions
     with third parties in connection with or as a result of such substitution
     or termination, and (B) to the extent Buyer determines not to enter into
     replacement transactions, the loss incurred by Buyer directly arising or
     resulting from such substitution or termination. The foregoing amounts
     shall be solely determined and calculated by Buyer in good faith.

9.   The parties acknowledge and agree that (a) any Securities subject to any
     Transaction, including privately placed securities, may be sold under
     Paragraph 11 in a private sale, which shall be deemed commercially
     reasonable and (b) in any sale pursuant to Paragraph 11, Bear Stearns shall
     have the right to purchase the Securities.

10.  The words "obtained from a generally recognized source or the most recent
     closing bid quotation from such a source" in Paragraph 11(d)(i)(B), shall
     be replaced with the words "determined by Bear Stearns, in its sole
     discretion".

11.  Bear Stearns shall have no obligation to release any monies or Purchased
     CMBS to Counterparty with respect to any Transaction unless and until all
     Transactions are adequately margined pursuant to the terms of the
     Agreement.


     Bear Stearns International Limited      LNR CMBS Holdings Corporation

     By: /s/ PAUL M. FRIEDMAN                By: /s/ SHELLY RUBIN
         -------------------------------         --------------------------
         Name: Paul M. Friedman                  Name: Shelly Rubin
         Title: Director                         Title: Vice President

     Date: November 6, 2000
<PAGE>

                                    ANNEX I-A

This Annex I-A forms a part of the Master Repurchase Agreement dated as of March
31, 2000 (the "Repurchase Agreement") between BEAR, STEARNS INTERNATIONAL
LIMITED ("Buyer") and LNR CMBS Holdings Corporation (the "Seller" or "Hedging
Party"). This Annex I-A shall apply to Transactions in which Bear Stearns
International Limited is or will be the Buyer of certain subordinated commercial
mortgage-backed securities ("CMBS") issued with respect to pools of commercial
mortgage loans, which pools qualify under sections 860A through 860G of the
Internal Revenue Code as real estate mortgage investment conduits ("REMIC"),
from Seller in accordance with the terms described below (each, a "CMBS
Transaction"). For the avoidance of doubt, all CMBS Transactions between Seller
and Buyer will be subject to the Repurchase Agreement, Annex I, this Annex I-A,
each confirmation under the Repurchase Agreement (collectively, the "Agreement")
and the Institutional Account Agreement dated as of March 31, 2000 between Buyer
and Seller (the "Institutional Account Agreement") and each Purchased CMBS shall
constitute a Purchased Security under this Agreement. If there is any
inconsistency between the Repurchase Agreement, a confirmation under the
Repurchase Agreement, Annex I and this Annex I-A, this Annex I-A shall control.
Each CMBS Transaction shall constitute a sale by Seller to Buyer of the related
CMBS. As used in this Agreement "BSCO Repurchase Agreement" means that Master
Repurchase Agreement dated as of March 31, 2000 between Bear, Stearns & Co. Inc.
("BSCO") and Seller and all Annexes and Schedules thereto except as expressly
modified herein. All other capitalized terms not herein defined shall have the
meanings set forth in the BSCO Repurchase Agreement and/or the Agreement, as
applicable.

<PAGE>

1.   Definitions.

     "Affirmative Control" shall mean, with respect to any Purchased CMBS, the
     unilateral ability of the holder of any Related Purchased CMBS to exercise
     the rights of the Controlling Class, or, if the related CMBS Transaction
     does not provide for a Controlling Class, to unilaterally appoint, retain
     or remove the CMBS Transaction's special servicer.

     "Amount of Transactions" shall mean the aggregate amount of all "Purchase
     Prices" paid by any Bear Stearns entity for all repurchase transactions
     involving commercial mortgage backed securities, including the outstanding
     CMBS Transactions hereunder, and not repaid to Buyer, and all outstanding
     CMBS Transactions, if any, with any other Bear Stearns entity.

     "Business Day" shall mean each day on which BSCO is open for business.

     "Buyer's Base Margin Ratio" shall equal, with respect to any Purchased
     CMBS, the Buyer's Base Margin Ratio set forth on "Table Y" corresponding to
     the applicable Purchased CMBS.

     "Buyer's Margin Ratio" shall equal, with respect to any Purchased CMBS, (i)
     the decimal equivalent of Buyer's Base Margin Ratio applicable to such
     Purchased CMBS multiplied by (ii) the Concentration Adjustment Factor
     applicable to such Purchased CMBS.

                                        2

<PAGE>

     "Concentration Adjustment Factor" shall equal, with respect to any
     Purchased CMBS, the Concentration Adjustment Factor set forth on "Table X"
     corresponding to the Trust Concentration for such Purchased CMBS.

     "Contiguous Affirmative Control" shall mean, with respect to any Purchased
     CMBS, the ability of the holder of Related Purchased CMBS to exercise
     Affirmative Control, without interruption, regardless of any change in the
     Controlling Class or future reductions in the principal balance of the
     Related Purchased CMBS, unless and until (i) only one Related Purchased
     CMBS remains outstanding and (ii) such Related Purchased CMBS no longer
     qualifies as the Controlling Class.

     "Controlling Class" shall mean, with respect to each CMBS Transaction, the
     class and minimum amount of CMBS certificates that vest the holder with the
     unilateral right to appoint, retain or remove the transaction's special
     servicer (and to otherwise exercise the rights of the controlling class,
     however denominated in the issuing trust's governing documentation).

     "Initial Base Purchase Price" shall equal, with respect to any Purchased
     CMBS, the Initial Base Purchase Price set forth on "Table Y" corresponding
     to the Initial Base Purchase Price for such Purchased CMBS.

     "Initial Purchase Price" shall equal, with respect to any Purchased CMBS,
     (i) the Initial Base Purchase Price applicable to such Purchased CMBS
     multiplied by (ii) the Concentration Adjustment Factor applicable to such
     Purchased CMBS multiplied by (iii) the Market Value of the Purchased CMBS
     on the initial Purchase Date.

                                       3
<PAGE>

     "LIBOR" shall mean the London interbank offered rate for one month US
     Dollar deposits as quoted on Telerate Page 3750 at 8:30 am EST. Such rate
     will be determined by Buyer at the time a CMBS Transaction is entered into.
     LIBOR will be reset on a monthly basis on the 25th day of each month (or on
     such other date as Buyer may specify in each Confirmation), or, if such day
     is not a day on which banking institutions in London are generally open,
     such rate for the next day on which banking institutions in London are
     generally open thereafter.

     "Margin Deficit" when referring to Transactions under this Agreement, shall
     have the meaning specified in Paragraph 12 herein, and when referring to
     Transactions under the BSCO Repurchase Agreement, shall equal, the amount,
     at any time, that the Market Value of all Purchased Securities (as defined
     therein) subject to all Transactions (as defined therein) exceeds the
     aggregate Seller's Margin Amount (as defined therein) for all such
     Transactions at such time.

     "Maximum Amount" shall equal $100,000,000.

     "Maximum BSCO Transfer Amount" shall mean an amount determined, from time
     to time, by BSCO in its sole discretion.

     "Maximum Transfer Amount" shall mean an amount determined, from time to
     time, by Buyer in its sole discretion.

                                       4
<PAGE>

     "Purchased CMBS" shall mean all CMBS transferred by Seller to Buyer in a
     Transaction under the Agreement. The term "Purchased CMBS" with respect to
     any Transaction also shall include CMBS delivered pursuant to Paragraph
     4(a) of the Repurchase Agreement.

     "Related CMBS" shall mean any CMBS issued by the issuing trust that issued
     the Purchased CMBS.

     "Related Hedge" shall mean any repurchase transaction between Seller and
     BSCO or another affiliate of Buyer in which BSCO or such other affiliate of
     Buyer is the seller of United States Treasury Securities to Seller.

     "Related Purchased CMBS" shall mean, with respect to any Purchased CMBS,
     any Related CMBS that are also Purchased CMBS (including the Purchased
     CMBS).

     "Termination Date" shall mean March 31, 2003.

     "Trust Concentration" shall equal, with respect to any Purchased CMBS, the
     percentage equivalent, rounded to the next highest whole percentage, of (i)
     the sum of the most recent Market Value of all Related Purchased CMBS
     divided by (ii) the sum of the most recent Market Value of all Purchased
     CMBS.



                      [This space intentionally left blank]


                                        5
<PAGE>

                              Table X

                                                Concentration
           Trust                                Adjustment
           Concentration                        Factor
          ----------------------------------------------------
           less than or
           equal to                             1.0000
           10.0%
          ----------------------------------------------------
           11.0%                                0.9985
          ----------------------------------------------------
           12.0%                                0.9938
          ----------------------------------------------------
           13.0%                                0.9862
          ----------------------------------------------------
           14.0%                                0.9754
          ----------------------------------------------------
           15.0%                                0.9615
          ----------------------------------------------------
           16.0%                                0.9446
          ----------------------------------------------------
           17.0%                                0.9246
          ----------------------------------------------------
           18.0%                                0.9015
          ----------------------------------------------------
           19.0%                                0.8754
          ----------------------------------------------------
           20.0%                                0.8462
          ----------------------------------------------------
           21.0%                                0.8138
          ----------------------------------------------------
           22.0%                                0.7785
          ----------------------------------------------------
           23.0%                                0.7400
          ----------------------------------------------------
           24.0%                                0.6985
          ----------------------------------------------------
           25.0%                                0.6538
          ----------------------------------------------------
           26.0%                                0.6062
          ----------------------------------------------------
           27.0%                                0.5554
          ----------------------------------------------------
           28.0%                                0.5015
          ----------------------------------------------------
           29.0%                                0.4446
          ----------------------------------------------------
           30.0%                                0.3846
          ----------------------------------------------------
           31.0%                                0.3215
          ----------------------------------------------------
           32.0%                                0.2554
          ----------------------------------------------------
           33.0%                                0.1862
          ----------------------------------------------------
           34.0%                                0.1138
          ----------------------------------------------------
           35.0%                                0.0385
          ----------------------------------------------------
           greater
           than 35.0%                           0.0000
          ----------------------------------------------------


                                       6
<PAGE>

                                   Table Y

                                          Initial Base      Buyer's Base
     Ratings of CMBS*  Pricing Rate       Purchase Price    Margin Ratio
     ----------------  ---------------    --------------    ------------

     BBB-/Baa3 and
     higher            LIBOR+ 150 bps           70%              75%

     BB+/Bal           LIBOR + 155 bps          65%              75%

     BB/Ba2            LIBOR+ 165 bps           65%              75%

     BB-/Ba3           LIBOR + 175 bps          65%              75%

     B+/B1**           LIBOR + 195 bps          50%              60%

     B/B2              LIBOR + 210 bps          50%              60%

     B-/B3             LIBOR + 225 bps          33%              43%

     CCC/Caa           LIBOR + 250 bps          25%              35%

     Not Rated         LIBOR + 250 bps          25%              35%

     * Ratings as published by a nationally recognized statistical rating
     organization on Purchased CMBS. In the event a rating on a particular
     Purchased CMBS is changed, the Purchased CMBS shall be treated at the new
     rating for all purposes (including Buyer's Base Margin Ratio, Buyer's
     Margin Ratio and Pricing Rate, but excluding the Initial Base Purchase
     Price and Initial Purchase Price) from the time of the change of the
     rating. If more than one rating agency rates the Purchased CMBS, the lowest
     of the ratings shall be the rating for the purposes of this Annex 1-A. If
     either (i) no rating agency rates the Purchased CMBS or (ii) any rating
     agency withdraws its rating of the Purchased CMBS, the terms listed for
     "Not Rated" shall apply.


                                       7
<PAGE>

     ** Buyer will not enter into a Transaction with respect to a Purchased CMBS
     whose rating is B+/B1 or lower unless the holder of such Purchased CMBS
     would have Contiguous Affirmative Control or unless Buyer, at is sole
     discretion, accepts a written assignment of certain control rights.

2.   Buyer and Seller agree to enter into certain CMBS Transactions, subject to
     the terms of the Agreement and the Institutional Account Agreement. Each
     CMBS Transaction shall constitute a Transaction under the Repurchase
     Agreement. The aggregate amount of such CMBS Transactions outstanding at
     any time shall not exceed the Maximum Amount and no purchase by Buyer shall
     be made after the Purchase Date of the first CMBS purchased hereunder
     without the consent of Buyer, which it may withhold in its sole discretion.
     The transfer of each Purchased CMBS to Buyer under this Agreement shall
     constitute a separate Transaction and be subject to the terms and
     conditions set forth in this Agreement.

3.   Accrued Price Differentials incurred in connection with all CMBS
     Transactions will be paid to Buyer on a monthly basis, on the date stated
     as the Repurchase Date in the Confirmation with respect to such CMBS
     Transaction (as same may be re-issued from time to time) or, if such day is
     not a Business Day, the first Business Day thereafter.

4.   All outstanding CMBS Transactions under the terms of this Annex I-A will be
     repurchased by Seller on the Termination Date notwithstanding that a
     Confirmation may state a Repurchase Date other than the Termination Date;
     provided, however if Buyer, in


                                       8
<PAGE>

     its sole discretion, enters into new CMBS Transactions (including, without
     limitation, "rolling" any outstanding Transactions) after such date this
     Agreement shall continue to control such Transactions. The Repurchase
     Agreement is hereby amended to insert the word "Term" before "Repurchase
     Date" each time "Repurchase Date" occurs in the Repurchase Agreement and to
     delete section 2(q) and to substitute therefor the following:

               (q) "Term Repurchase Date", the date on which Seller is to
          repurchase the Purchased Securities from Buyer, including the
          Termination Date set forth in Annex 1-A and any date determined by
          application of the provisions of Paragraph 3(c) or 11 hereof;

5.   On the Term Repurchase Date, all Repurchase Prices and other amounts owed
     by Seller will be due and payable and Seller shall pay all such amounts as
     provided herein.

6.   Paragraph 4(b) of the Repurchase Agreement shall not apply to CMBS
     Transactions. The Purchase Price of any Purchased CMBS shall not be
     increased after the date of Buyer's purchase thereof with respect to any
     subsequent CMBS Transaction involving such Purchased CMBS, except to the
     extent of transfers of cash by Buyer to BSCO as provided herein.

7.   Notwithstanding any provision to the contrary contained in any other
     repurchase or other agreement, annexes or schedules thereto, with any other
     "Bear Stearns entity" (as defined in the Institutional Account Agreement),
     the Amount of Transactions shall not exceed, in the aggregate, the Maximum
     Amount at any time. If the Amount of Transactions exceeds the Maximum
     Amount, Seller shall repurchase sufficient Purchased CMBS to reduce the
     Amount of Transactions to not greater than the Maximum Amount not later
     than the first

                                       9
<PAGE>

     Business Day after notice from Buyer (which date shall constitute a Term
     Repurchase Date with respect to the Purchased CMBS to be repurchased
     hereunder and for the purpose of Section 1 l(ii) of the Repurchase
     Agreement).

8.   [RESERVED]

9.   Seller shall deliver to Buyer, in the case of physical securities, all of
     the CMBS proposed to be purchased hereunder with fully executed transfer
     documentation and, in the case of book entry CMBS, fully executed transfer
     documentation, in either case in form sufficient to allow transfer and
     registration of such Purchased CMBS to Buyer no later than the proposed
     initial Purchase Date for the relevant CMBS. Seller shall deliver to Buyer
     the related Prospectus or Private Placement Memorandum and Pooling and
     Servicing Agreement at least two Business Days prior to Buyer's purchase.
     Buyer shall have the right to cancel any Transaction and Seller agrees to
     pay to Buyer any Purchase Price paid by Buyer plus any accrued Price
     Differential within five Business Days of notice (which date shall
     constitute a Term Repurchase Date for the purpose of Section ll(ii) of the
     Repurchase Agreement) if a Trustee (in the case of physical Purchased CMBS)
     and/or DTC (in the case of book entry Purchased CMBS) fails or refuses to
     transfer or register the related Purchased CMBS into the name of Buyer.

10.  Seller shall provide to Buyer, within two Business Days of receipt, any
     written information received by Seller from the trustee or master servicer
     for each issuing trust corresponding to each Purchased CMBS including,
     without limitation, watch lists and


                                       10
<PAGE>

     borrower or periodic summary property financial reports but excluding (i)
     any periodic bond remittance reports that are otherwise available to Buyer
     directly from the trustee and (ii) any loan files corresponding to loans
     that have been transferred from the master servicer to the special servicer
     (Seller shall make items (i) or (ii) available to Buyer upon Buyer's
     request). Seller shall notify Buyer of any information, including, without
     limitation, credit standing or performance of the underlying mortgage
     loans, material correspondence, property level financial data or real
     estate market information known to Seller that could materially affect the
     market value of any Purchased CMBS. Seller shall make such notification
     within three business days of Seller's receipt of such information (except,
     in the case of information respecting the timing and amount of receipt of
     loan payments, Seller shall make such notification no earlier than
     permitted under the issuing trust's governing documentation). Seller's
     asset management and credit surveillance staff shall be reasonably made
     available to respond to periodic inquiries from Buyer regarding the status
     of the Purchased CMBS and the status of assets underlying the Purchased
     CMBS.

11.  Paragraph 4(d) of the Repurchase Agreement is deleted and "(d) [OMITTED]"
     substituted therefor and Paragraph 4(a) of the Repurchase Agreement is
     deleted and the following substituted therefor:

     "(a) Notwithstanding anything in the Agreement to the contrary, if on any
     day the Repurchase Price for any Purchased CMBS (on a single Purchased CMBS
     by single Purchased CMBS basis) exceeds (A) the Market Value of such
     Purchased CMBS on such day multiplied by (B) the applicable Buyer's Margin
     Ratio on such day for such

                                       11
<PAGE>

     Purchased CMBS (each such Purchased CMBS, an "Affected CMBS" and such
     amount shall constitute a "Margin Deficit"), then Buyer may by notice to
     Seller require Seller to transfer to Buyer sufficient cash or additional
     securities acceptable to Buyer in its sole discretion, which cash or
     additional securities shall constitute Additional Purchased Securities
     within the meaning of Paragraph 2(b) of the Repurchase Agreement, so that,
     after such transfer(s), the Repurchase Price for each Affected CMBS shall
     be less than or equal to (A) the Market Value of such Affected CMBS on such
     day multiplied by (B) the applicable Buyer's Margin Ratio for such Affected
     CMBS.

     If Seller is required to transfer Additional Purchased Securities, Seller
     shall make such transfer by the close of the Federal Reserve wire for money
     transactions on the date notice is given if such notice is given before
     10:00 a.m. (New York time) or, if such notice is given after 10:00 a.m.
     (New York time), by the close of the Federal Reserve wire for money
     transactions on the next Business Day.

12.  Paragraph 2(c) of the Repurchase Agreement is amended to delete the text
     from and including "with respect to" through and including "such date" and
     to insert therefor "an amount equal to the Market Value of the Additional
     Purchased Securities required to be transferred pursuant to Paragraph 4(a)
     of the Repurchase Agreement.)

13.  Paragraph 2(o) of the Repurchase Agreement is amended by inserting in
     clause (ii) after "Paragraph 4(b) hereof" and before "and decreased by" the
     following: "and by the amount of cash transferred by Buyer to BSCO to meet
     a Margin Deficit under the BSCO Repurchase Agreement or otherwise to
     benefit or for the account of Seller."

                                       12
<PAGE>

14.  Paragraph 2(r) of the Repurchase Agreement is amended to insert: ", the
     Exit Fee (as defined in Paragraph 18 of Annex l-A)" after the words "sum of
     the Purchase Price" and before "and the Price Differential."

15.  [RESERVED]

16.  At all times the pool of mortgage loans relating to the Purchased CMBS
     shall be qualified as a REMIC. If at any time any pool of mortgage loans
     relating to a Purchased CMBS is not qualified as a REMIC then the Market
     Value of such Purchased CMBS shall be deemed to be zero.

17.  Paragraph 11 of the Repurchase Agreement is amended to delete the word "or"
     before (vii) and to add the following after "obligations hereunder" and
     prior to "(each an "Event of Default")":

     (viii) Seller fails to make any payment of Price Differential within one
     day after such payment becomes due, (and such Price Differential will be
     adjusted to reflect the date payment is actually received by Buyer), (ix)
     Seller fails to comply with Paragraph lO herein, (x) Seller fails to comply
     with Paragraph 11 herein, or (xi) Seller fails to comply with any other
     obligation to Buyer and such failure continues for a period of thirty days.

18.  Seller may accelerate the Term Repurchase Date and pay the Repurchase Price
     and other amounts due with respect to either (A) any Purchased CMBS having,
     in the aggregate

                                       13
<PAGE>

     with all other Purchased CMBS with respect to which there was an
     acceleration of the Term Repurchase Date, Repurchase Prices not exceeding
     $10,000,000 or (B) all, but not less than all, outstanding CMBS
     Transactions, in each case, upon five Business Days' prior written notice
     to Buyer, provided that (i) Seller pays a fee (the "Exit Fee") equal to the
     lesser of (a) the expenses incurred by Buyer due to such acceleration of
     the Term Repurchase Date (including, without limitation, costs of hedging
     and breakage expenses), as determined by Buyer in its sole discretion, or
     (b) (x) the number of whole and partial calendar months from the
     accelerated Term Repurchase Date to the Termination Date multiplied by (y)
     three and one-third basis points (0.033333 %) multiplied by (aa) if the
     early termination is pursuant to sub-clause (A) of this sentence, the
     Repurchase Prices of the affected Purchased CMBS or (bb) if the early
     termination is pursuant to sub-clause (B) of this sentence, the greater of
     (I) the sum of the Repurchase Prices (excluding the applicable Exit Fees)
     for all Purchased CMBS or (II) the Maximum Amount, (ii) immediately after
     the transfer of the affected Purchased CMBS and the payment of the related
     Repurchase Price, Seller is not in default of any of its obligations under
     this Agreement or the BSCO Repurchase Agreement and there will be no Margin
     Deficit under this Agreement or the BSCO Repurchase and (iii) all Related
     Hedges are terminated simultaneously with the termination of the
     corresponding CMBS Transactions and all obligations owed by Seller, or its
     affiliates, under the Related Hedges are satisfied. Notwithstanding the
     foregoing, Buyer will not be responsible for delays in the return of any
     Purchased CMBS to Seller if such Purchased CMBS has been sent to the
     related trustee or to DTC, as appropriate, for reregistration. In either
     event, Buyer agrees to notify Seller of any delays and will use its
     reasonable best efforts to return the related

                                       14
<PAGE>

     Purchased CMBS to Seller promptly. Seller shall pay the Exit Fee with
     respect to all Purchased CMBS transferred to Seller on any Term Repurchase
     Date that precedes the Termination Date with respect to such Purchased
     CMBS. The acceleration of the Term Repurchase Date for any reason shall not
     excuse Seller from paying the Exit Fee.

19.  Subject to Paragraph 43 herein, Buyer's sole recourse under the Agreement
     shall be to Purchased CMBS and to any and all other property held by or for
     Seller at or by any Bear Stearns entity or any agent thereof, any and all
     of Seller's right, title and interest in the Agreement, the BSCO Repurchase
     Agreement, the Transactions under the BSCO Repurchase Agreement, the
     Transactions under this Agreement, and all payments and performance due
     under this Agreement, the BSCO Repurchase Agreement and each Transaction
     under each such Agreement, and to all other Collateral (as such term is
     defined in the Institutional Account Agreement) and Buyer shall have no
     recourse to other assets or revenues of Seller, except that the foregoing
     limitation does not apply to damages sustained by Buyer if Seller or any
     affiliate has committed fraud, was grossly negligent, willfully impaired
     Buyer's ability to exercise any rights or remedies under the Agreement, the
     BSCO Repurchase Agreement or any other agreement with any other Bear
     Stearns entity, acted in bad faith or failed to provide Buyer with any
     material information, including, but not limited to the requirements set
     forth in Paragraph 10 herein, in each case with respect to the Agreement,
     the BSCO Repurchase Agreement or any other agreement with any other Bear
     Stearns entity, the BSCO Repurchase Agreement, this Agreement or any
     Purchased Security, provided, however, that Seller shall have no liability
     for any consequential, incidental, special, exemplary, punitive, or

                                       15
<PAGE>

     any similar damages. However, notwithstanding the proviso at the end of the
     preceding sentence, Seller shall be liable for, any costs, losses, damages
     and fees incurred in connection with a hedge entered into by Buyer after a
     default by Seller.

     The provisions of this section shall not, however, (a) constitute a waiver,
     release or impairment of any obligation evidenced or secured by the
     Agreement, or any other agreement with a Bear Stearns entity; (b) affect
     the validity or enforceability of, or any guaranty made in connection with,
     the Agreement, or any other agreement with a Bear Stearns entity or any of
     the rights and remedies of Buyer or other Bear Stearns entity thereunder;
     (c) impair the right of Buyer or other Bear Stearns entity to obtain the
     appointment of a receiver; (d) constitute a prohibition against Buyer or
     other Bear Stearns entity seeking a judgment against Seller in order to
     commence any appropriate action or proceeding in order for Buyer or other
     Bear Stearns entity to exercise its remedies against the Purchased
     Securities, cash or other property described in the first sentence of the
     preceding paragraph or any payments or performance due under the Agreement,
     or any other agreement with a Bear Stearns entity; or (e) constitute a
     waiver of the right of Buyer or any other Bear Stearns entity to enforce
     the liability and obligation of Seller, by money judgement or otherwise, to
     the extent of any loss, damage, cost, expense, liability, claim or other
     obligation by Buyer or any other Bear Stearns entity (including attorneys'
     fees and costs reasonably incurred) not incurred under the Agreement.

20.  Seller's obligations under the Agreement consist of a single obligation,
     notwithstanding that the CMBS Transactions are margined on a
     Transaction-by-Transaction basis. Upon

                                       16
<PAGE>

     an Event of Default, all Purchased Securities, cash and other property held
     pursuant to the Agreement and all payments and performance due under the
     Agreement may be utilized by Buyer to satisfy Seller's obligations under
     the Agreement or any other agreement with Buyer.

21.  Notwithstanding anything to the contrary in this Agreement, Buyer shall not
     be deemed to have waived any right which it may have or be deemed to have
     under Section 506(a), 506(b), 1111(b) or any other provisions of the U.S.
     Bankruptcy Code to file a claim for the full amount due and owing under the
     provisions of the Agreement.

22.  For so long as Seller is not in default of any of its obligations under
     this Agreement or the BSCO Repurchase Agreement, Buyer will refrain from
     exercising Affirmative Control and Seller may exercise such Affirmative
     Control. Buyer and Seller shall enter into such agreements as may be
     necessary to effect this provision on a pool by pool basis, provided,
     however, that nothing shall impair Buyer's right to exercise unilaterally
     Affirmative Control upon a default by Seller of any of its obligations
     under this Agreement or the BSCO Repurchase Agreement.

23.  Notwithstanding anything in the Agreement to the contrary, Buyer shall have
     the right to assign any or all of the Transactions to any of its affiliates
     provided that Buyer remains responsible for the performance by such
     affiliate of its obligations in respect of any transferred CMBS
     Transaction.

                                       17
<PAGE>

24.  Notwithstanding anything in the Agreement to the contrary and for so long
     as Seller is not in default of any provision of this Agreement, Seller may
     substitute Purchased CMBS with other CMBS acceptable to Buyer in its sole
     discretion. In the event such substitution is accepted by Buyer, such
     substitution shall be made by Seller's transfer to Buyer of such
     substituted CMBS and Buyer's transfer to Seller of such Purchased CMBS, and
     after such substitution, the substituted CMBS shall be deemed to be
     Purchased CMBS. In the event Buyer elects not to accept such substitution,
     Buyer shall offer Seller the right to terminate simultaneously all the
     outstanding CMBS Transactions pursuant to Paragraph 18 herein.

25.  Buyer may, in its sole discretion, from time to time permit Seller to
     utilize an amount less than or equal to the Maximum Transfer Amount (as
     defined herein) of any Purchased CMBS to meet a Margin Deficit for any
     other CMBS Transaction or any other Transaction under this Agreement.

26.  Buyer may, in its sole discretion and with the permission of BSCO, from
     time to time permit Seller to (x) utilize an amount less than or equal to
     the Maximum BSCO Transfer Amount to meet a Margin Deficit for any
     Transaction under this Agreement and (y) utilize an amount less than or
     equal to the Maximum Transfer Amount to meet a Margin Deficit under the
     BSCO Repurchase Agreement.

                                       18
<PAGE>

27.  Upon one Business Day's notice to Seller, Buyer, in its sole discretion,
     may determine at any time, with respect to any Transaction under this
     Agreement or the BSCO Repurchase Agreement, to revoke its permission for
     Seller to utilize some or all of the Maximum Transfer Amount to meet a
     Margin Deficit and such Maximum Transfer Amount shall thereafter not be
     available to meet a Margin Deficit, notwithstanding the prior utilization
     by Seller of such Maximum Transfer Amount to meet a Margin Deficit.

28.  Seller acknowledges that it shall not rely on any availability of any
     Maximum Transfer Amount to meet a Margin Deficit under this Agreement or
     the BSCO Repurchase Agreement in view of Buyer's not having any obligation
     to allow Maximum Transfer Amount to be used to meet a Margin Deficit or to
     continue to be used to meet a Margin Deficit, each such decision being
     within Buyer's sole discretion. Any failure on behalf of Buyer to require
     Seller to meet a Margin Deficit shall not be a waiver of any right to
     require the transfer of Additional Purchased Securities, or to otherwise
     meet a Margin Deficit, with respect to any Transaction at any time.

29.  Notwithstanding anything to the contrary in the Agreement, any Purchased
     CMBS utilized to meet a Margin Deficit for any other Transaction (under
     this Agreement or under the BSCO Repurchase Agreement) shall not be
     returned to Seller upon payment of the Repurchase Price of such other
     Transaction by reason of such Purchased CMBS having been used to meet a
     Margin Deficit for such other Transaction.

30.  [RESERVED]

                                       19
<PAGE>

31.  [RESERVED]

32.  [RESERVED]

33.  Notwithstanding anything to the contrary in the Agreement or the BSCO
     Repurchase Agreement, any Purchased CMBS utilized to meet a Margin Deficit
     under the BSCO Repurchase Agreement shall not be returned to Seller upon
     payment of its obligations with respect to such Transaction under the BSCO
     Repurchase Agreement by reason of such Purchased CMBS having been used to
     meet a Margin Deficit under the BSCO Repurchase Agreement. Buyer shall have
     no obligation to release any monies to Seller with respect to any
     Transaction unless and until all Transactions under this Agreement and
     under the BSCO Repurchase Agreement are adequately margined pursuant to
     this Agreement and the BSCO Repurchase Agreement.

34.  [RESERVED]

35.  At the request of BSCO, Buyer may, in its sole discretion, transfer cash in
     an amount less than Maximum Transfer Amount to BSCO to meet a Margin
     Deficit under the BSCO Repurchase Agreement; provided, however, that any
     such cash transferred in excess of any cash applied by BSCO to the
     obligations of Seller under the BSCO Repurchase Agreement, shall be
     returned to Buyer. At the request of Buyer, BSCO may, in its sole
     discretion, transfer cash in an amount less than the Maximum BSCO Transfer
     Amount, if

                                       20
<PAGE>

     any, to Buyer to meet a Margin Deficit under the Agreement provided,
     however, that any such cash transferred in excess of any cash applied by
     Buyer to the obligations of Seller under the Agreement shall be returned to
     BSCO.

36.  Funds transferred by Seller to Buyer may be co-mingled and funds may be
     held at various Bear Stearns entities. Seller may obtain repayment of funds
     transferred to Buyer by Seller at a time when there was no Margin Deficit
     under this Agreement or the BSCO Repurchase Agreement and no outstanding
     requests for margin on notice to Buyer if: (i) there is no default under
     the Agreement or the BSCO Repurchase Agreement, (ii) such withdrawal will
     not result in a Margin Deficit under this Agreement or the BSCO Repurchase
     Agreement and (iii) Seller has no outstanding obligations to any Bear
     Stearns entity.

37.  [RESERVED]

38.  [RESERVED]

39.  [RESERVED]

40.  The Agreement, the BSCO Repurchase Agreement and the Institutional Account
     Agreement constitute the entire agreement between the parties hereto with
     respect to the

                                       21
<PAGE>

     subject matter hereof, and supersede all prior agreements, understandings,
     negotiations and discussions between the parties hereto, whether verbal or
     written, with respect to such subject matter.

41.  Except for the Institutional Account Agreement, this Agreement shall
     supersede any agreement between Seller and any Bear Stearns entity with
     respect to all CMBS Transactions.

42.  Payments of principal of Purchased CMBS shall be applied to reduce the
     Repurchase Price of such Purchased CMBS. Payments of interest received in
     connection with Purchased CMBS shall be applied to reduce Seller's
     obligations to make monthly Price Differential payments. Any Income
     received by Buyer in excess of the amounts necessary to satisfy the
     obligations set forth in the prior two sentences shall be released to
     Seller, provided, however that such funds shall be released only if Seller
     is not in default of any of its obligations under this Agreement or the
     BSCO Repurchase Agreement and there will be no Margin Deficit under this
     Agreement or the BSCO Repurchase Agreement after the release of such cash.

43.  Seller shall post a Letter of Credit in an amount equal to $5,000,000 in
     form and substance acceptable to Buyer in its sole discretion issued by a
     financial institution whose long term-debt is rated at least "A" or
     equivalent and is acceptable to Buyer in its sole discretion. Such Letter
     of Credit shall be additional Collateral (as defined in the Institutional
     Account Agreement) as security for all obligations owed by Seller hereunder

                                       22
<PAGE>

     and such Letter of Credit shall be drawable 14 days before expiration if
     not renewed prior to such time. Such Letter of Credit shall be released by
     Buyer at its sole discretion.



                                       23
<PAGE>



BEAR, STEARNS INTERNATIONAL LIMITED,        LNR CMBS HOLDINGS CORPORATION


By: /s/ PAUL M. FRIEDMAN                    By: /s/ SHELLY RUBIN
   ---------------------------------           ---------------------------------
    Paul M. Friedman                             Shelly Rubin

Title: Director                             Title: Vice President
      ------------------------------              ------------------------------

Date: November 06, 2000                     Date: April 14, 2000
     -------------------------------             -------------------------------


                                            BEAR, STEARNS & CO., INC.


                                            By: /s/ PAUL M. FRIEDMAN
                                               ---------------------------------
                                                Paul M. Friedman

                                            Title: Senior Managing Director
                                                  ------------------------------

                                            Date: November 06, 2000
                                                 -------------------------------


                                       24
<PAGE>

                                    ANNEX II

             Names and Addresses for Communications Between Parties

PARTY A:          LNR Properties Corporation
                  760 NW 107th Avenue
                  Suite 300
                  Miami, FL 33172

                  ATTENTION: Shelly Rubin, Vice President
                  TELEPHONE: (305) 229-6440


PARTY B:          Bear, Stearns & Co. Inc.
                  Government Operations
                  1 Metrotech Center North
                  7th Floor
                  Brooklyn, NY 11201-3859

                  ATTENTION: Sr. Managing Director
                  TELEPHONE: (212) 272-1203

<PAGE>

                                    Annex III

                           International Transactions

This Annex III (including any Schedules hereto) forms a part of the Master
Repurchase Agreement dated as of March 31, 1999 (the "Agreement") between Bear
Stearns International Limited and LNR CMBS Holdings Corporation. Capitalized
terms used but not defined in this Annex III shall have the meaning ascribed to
them in the Agreement.

1.   Definitions. For purposes of the Agreement and this Annex III:

     (a) The following terms shall have the following meanings:

          "Base Currency", United States dollars or such other currency as Buyer
          and Seller may agree in the Confirmation with respect to any
          International Transaction or otherwise in writing;

          "Business Day" or "business day":

          (i)  relation to any International Transaction which (A) involves an
               International Security and (B) is to be settled through CEDEL or
               Euroclear, a day on which CEDEL or, as the case may be, Euroclear
               is open to settle business in the currency in which the Purchase
               Price and the Repurchase Price are denominated;

          (ii) in relation to any International Transaction which (A) involves
               an International Security and (B) is to be settled through a
               settlement system other than CEDEL or Euroclear, a day on which
               that settlement system is open to settle such International
               Transaction;

          (iii) in relation to any International Transaction which involves a
               delivery of Securities not falling within (I) or (ii) above, a
               day on which banks are open for business in the place where
               delivery of the relevant Securities is to be effected; and

          (iv) in relation to any International Transaction which involves an
               obligation to make a payment not falling within (I) or (ii)
               above, a day other than a Saturday or Sunday on which banks are
               open for business in the principal financial center of the
               country of which the currency in which the payment is denominated
               is the official currency and, if different, in the place where
               any account designated by the parties for the making or receipt
               of the payment is situated (or, in the case of ECU, a day on
               which ECU clearing operates);

               "CEDEL", CEDEL Bank, societe anonyme;

               "Contractual Currency", the currency in which the International
               Securities subject to any International Transaction are
               denominated or such other currency as may be specified in the
               Confirmation with respect to any International Transaction;

               "Euroclear", Morgan Guaranty Trust Company of New York, Brussels
               Branch, as operator of the Euroclear System;

               "International Security", any Security that (I) is denominated in
               a currency other than United States dollars or (ii) is capable of
               being cleared through a clearing facility outside the United
               States or (iii) is issued by an issuer organized under the laws
               of a jurisdiction other than the United States (or any political
               subdivision thereof);

               "International Transaction", any Transaction involving (I) an
               International Security or (ii) a party organized under the laws
               of a jurisdiction other than the United States (or any political
               subdivision thereof) or having its principal place of business
               outside the United States or (iii) a branch or office outside the
               United States designated in Annex I by a party organized under
               the laws of the United States (or any political subdivision
               thereof) as an office through which that party may act;

               "LIBOR", in relation to any sum in any currency, the offered rate
               for deposits for such sum in such currency for a period of three
               months which appears on the Reuters Screen LIBO page as of 11:00
               A.M., London time, on the date on which it is to be determined
               (or, if more than one such rate appears, the arithmetic mean of
               such rates);

               "Spot Rate", where an amount in one currency is to be converted
               into a second currency on any date, the spot rate of exchange of
               a comparable amount quoted by Buyer and Seller, for the sale by
               such bank of such second currency against a purchase by it of
               such first currency.

<PAGE>
     (b) Notwithstanding Paragraph 2 of the Agreement, the term "Prime Rate"
         shall mean, with respect to any International Transaction, LIBOR plus a
         spread, as may be specified in the Confirmation with respect to any
         International Transaction or otherwise in writing.

2.   Manner of Transfer. All transfers of International Securities (I) shall be
     in suitable form for transfer and accompanied by duly executed instruments
     of transfer or assignment in blank (where required for transfer) and such
     other documentation as the transferee may reasonably request, or (ii) shall
     be transferred through the book-entry system of Euroclear or CEDEL, or
     (iii) shall be transferred through any other agreed securities clearing
     system or (iv) shall be transferred by any other method mutually acceptable
     to Seller and Buyer.

3.   Contractual Currency.

     (a) Unless otherwise mutually agreed, all funds transferred in respect of
         the Purchase Price or the Repurchase Price in any International
         Transaction shall be in the Contractual Currency.

     (b) Nothwithstanding subparagraph (a) of this Paragraph 3, the payee of any
         payment may, at its option, accept tender thereof in any other
         currency; provided, however, that, to the extent permitted by
         applicable law, the obligation of the payor to make such payment will
         be discharge only to the extent of the amount of the Contractual
         Currency that such payee may, consistent with normal banking
         procedures, purchase with such other currency (after deduction of any
         premium and costs of exchange) for delivery within the customary
         delivery period for spot transactions in respect of the relevant
         currency.

     (c) If for any reason the amount in the Contractual Currency so received,
         including amounts received after conversion of any recovery under any
         judgment or order expressed in a currency other than the Contractual
         Currency, falls short of the amount in the Contractual Currency due in
         respect of the Agreement, the party required to make the payment shall
         (unless an Event of Default has occurred and such party is the
         nondefaulting party) as a separate and independent obligation (which
         shall not merge with any judgment or any payment or any partial payment
         or enforcement of payment) and to the extent permitted by applicable
         law, immediately pay such additional amount in the Contractual Currency
         as may be necessary to compensate for the shortfall.

     (d) If for any reason the amount of the Contractual Currency received by
         one party hereto exceeds the amount in the Contractual Currency due
         such party in respect of the Agreement, then (unless an Event of
         Default has occurred and such party is the nondefaulting party) the
         party receiving the payment shall refund promptly the amount of such
         excess.

4.   Notices. Any and all notices, statements, demands or other communications
     with respect to International Transactions shall be given in accordance
     with Paragraph 13 of the Agreement and shall be in the English language.

5.   Taxes.

     (a) Transfer taxes, stamp taxes and all similar costs with respect to the
         transfer of Securities shall be paid by Seller.

     (b) (i)  Unless otherwise agreed, all money payable by on party (the
              "Payor") to the other (the "Payee") in respect of any
              International Transaction shall be paid free and clear of, and
              without withholding or deduction for, any taxes or duties of
              whatsoever nature imposed, levied, collected, withheld or assessed
              by any authority having power to tax (a "Tax"), unless the
              withholding or deduction of such Tax is required by law. In that
              even, unless otherwise agreed, Payor shall pay such additional
              amounts as will result in the net amounts receivable by Payee
              (after taking account of such withholding or deduction) being
              equal to such amounts as would have been received by Payee had no
              such Tax been required to be withheld or deducted; provided that
              for purposes of Paragraphs 5 and 6 the term "Tax" shall not
              include any Tax that would not have been imposed but for the
              existence of any present or former connection between Payee and
              the jurisdiction imposing such Tax other than the mere receipt of
              payment from Payor or the performance of Payee's obligations under
              an International Transaction. The parties acknowledge and agree,
              for the avoidance of doubt, that the amount of Income required to
              be transferred, credited or applied by Buyer for the benefit of
              Seller under Paragraph 5 of the Agreement shall be determined
              without taking into account ant Tax required to be withheld or
              deducted from such Income, unless otherwise agreed.

         (ii) In the case of any Tax required to be withheld or deducted from
              any money payable to a party hereto acting as Payee by the other
              party hereto acting as Payor, Payee agrees to deliver to Payor
              (or, if applicable, to the authority imposing the Tax) any
              certificate or document reasonably requested by Payor that would
              entitle Payee to an exemption from, or reduction in the rate of,
<PAGE>
               withholding or deduction of Tax from money payable by Payor to
               Payee.

         (iii) Each party hereto agrees to notify the other party of any
               circumstance known or reasonably known to it (other than a Change
               of Tax Law, as defined in Paragraph 6 hereof) that causes a
               certificate or document provided by it pursuant to subparagraph
               (b)(ii) of this Paragraph to fail to be true.

         (iv)  Notwithstanding subparagraph (b)(i) of this Paragraph, no
               additional amounts shall be payable by Payor to Payee in respect
               of an International Transaction to the extent that such
               additional amounts are payable as a result of a failure by Payee
               to comply with its obligations under subparagraph (b)(ii) or
               (b)(iii) of this Paragraph with respect to such International
               Transaction.

6.   Tax Event.

     (a)  This Paragraph 6 shall apply if either party notifies the other, with
          respect to a Tax required to be collected by withholding or deduction
          that -

          (i)  any action taken by a taxing authority or brought in a court of
               competent jurisdiction after the date of an International
               Transaction is entered into, regardless of whether such action is
               taken or brought with respect to a party to the Agreement; or

          (ii) a change in the fiscal or regulatory regime after the date of
               International Transaction is entered into, (each, a "Change of
               Tax Law") has or will, in the notifying party's reasonable
               opinion, have a materiel adverse effect on such party in the
               context of an International Transaction.

     (b)  If so requested by the other party, the notifying party will furnish
          the other party with an opinion of a suitably qualified adviser that
          an event referred to in subparagraph (a)(i) or (a)(ii) of this
          Paragraph 6 has occurred and affects the notifying party.

     (c)  Where this Paragraph 6 applies, the party giving the notice referred
          to in subparagraph (a) above may, subject to subparagraph (d) below,
          terminate the International Transaction effective from a date
          specified in the notice, not being earlier (unless so agreed by the
          other party) than 30 days after the date of such notice, by nominating
          such date as the Repurchase Date.

     (d)  If the party receiving the notice referred to in subparagraph (a) of
          this Paragraph 6 so elects, it may override such notice by giving a
          counter-notice to the other party. If a counter-notice is given, the
          party which gives such counter-notice will be deemed to have agreed to
          indemnify the other party against the adverse effect referred to in
          subparagraph (a) of this Paragraph 6 so far as it relates to the
          relevant International Transaction and the original Repurchase Date
          will continue to apply.

     (e)  Where an International Transaction is terminated as described in this
          Paragraph 6, the party which has given the notice to terminate shall
          indemnify the other party against any reasonable legal and other
          professional expenses incurred by the other party by reason of the
          termination, but the other party may not claim any sum constituting
          consequential loss or damage in respect of a termination in accordance
          with this Paragraph 6.

     (f)  This Paragraph 6 is without prejudice to Paragraph 5 of this Annex
          III; but an obligation to pay additional amounts pursuant to Paragraph
          5 of this Annex III may, where appropriate, be a circumstance which
          causes this Paragraph 6 to apply.

7.   Margin. In the calculation of "Margin Deficit" and "Margin Excess" pursuant
     to Paragraph 4 of the Agreement, all sums not denominated in the Base
     Currency shall be deemed to be converted into the Base Currency at the Spot
     Rate on the date of such calculation.

8.   Events of Default.

     (a)  In addition to the Events of Default set forth in Paragraph 11 of the
          Agreement, it shall be an additional "Event of Default" if either
          party fails, after on business day's notice, to perform any covenant
          or obligation required to be performed by it under this Annex III,
          including, without limitation, the payment of taxes or additional
          amounts as required by Paragraph 5 of this Annex III.

     (b)  In addition to the other rights of a nondefaulting party under
          Paragraph 11 of the Agreement, following an Event of Default, the
          nondefaulting party may, at any time at its option, effect the
          conversion of any currency into a different currency of its choice at
          the Spot Rate on the date of the exercise of such option and offset
          obligations of the defaulting party denominated in different
          currencies against each other.
<PAGE>

                                 Schedule III.A

            International Transactions Relating to [Relevant Country]

This Schedule III.A forms a part of Annex III to the Master Repurchase Agreement
dated as of March 31, 1999 (the "Agreement" between Bear Stearns International
Ltd. and LNR CMBS Holdings Corporation. Capitalized terms used but not defined
in this Schedule III. A shall have the meaning ascribed to them in Annex III.




               [Insert provisions applicable to relevant country]

<PAGE>
                                    Annex IV

                              Party Acting as Agent

* Bear Stearns International Limited            ** LNR CMBS Holdings Corporation

This Annex IV forms a part of the Master Repurchase Agreement dated as of March
31, 1999, 19__ (the "Agreement") between *________ and **________. This Annex IV
sets forth the terms and conditions governing all transactions in which a party
selling securities or buying securities, as the case may be) "Agent"), in a
Transaction is acting as agent for one or more third parties (each, a
"Principal"). Capitalized terms used but not defined in this Annex IV shall have
the meanings ascribed to them in the Agreement.

1.  Additional Representations. In addition to the representations set forth in
    Paragraph 10 of the Agreement, Agent hereby makes the following
    representations, which shall continue during the term of any Transaction:
    Principal has duly authorized Agent to execute and deliver the Agreement on
    its behalf, has the power to so authorize Agent and to enter into the
    Transactions contemplated by the Agreement and to perform the obligations of
    Seller or Buyer, as the case may be, under such Transactions, and has taken
    all necessary action to authorize such execution and delivery by Agent and
    such performance by it.

2.  Identification of Principals. Agent agrees (a) to provide the other party,
    prior to the date on which the parties agree to enter into any transaction
    under the Agreement, with a written list of Principals for which it intends
    to act as Agent (which list may be amended in writing from time to time with
    the consent of the other party), and (b) to provide the other party, before
    the close of business on the next business day after orally agreeing to
    enter into a Transaction, with notice of the specific Principal or
    Principals for whom it is acting in connection with such Transaction. If (i)
    Agent fails to identify such Principal or Principals prior to the close of
    business on such next business day or (ii) the other party shall determine
    in its sole discretion that any Principal or Principals identified by Agent
    are not acceptable to it, the other party may reject and rescind any
    Transaction with such Principal or Principals, return to Agent any Purchased
    Securities or portion of the Purchase Price, as the case may be, previously
    transferred to the other party and refuse any further performance under such
    Transaction, and Agent shall immediately return to the other party any
    portion of the Purchase Price or Purchased Securities, as the case may be,
    previously transferred to Agent in connection with such Transaction;
    provided, however, that (A) the other party shall promptly (and in any event
    within one business day) notify Agent of its determination to reject and
    rescind such Transaction and (B) to the extent that any performance was
    rendered by any party under any Transaction rejected by the other party,
    such party shall remain entitled to any Price Differential or other amounts
    that would have been payable to it with respect to such performance if such
    Transaction had not been rejected. The other party acknowledges that Agent
    shall not have any obligation to provide it with confidential information
    regarding the financial status of its Principals; Agent agrees, however,
    that it will assist the other party in obtaining from Agent's Principals
    such information regarding the financial status of such Principals as the
    other party may reasonably request.

3.  Limitation of Aqent's Liability. The parties expressly acknowledge that if
    the representations of Agent under the Agreement, including this Annex IV,
    are true and correct in all material respects during the term of any
    Transaction and Agent otherwise complies with the provisions of this Annex
    IV, then (a) Agent's obligations under the Agreement shall not include a
    guarantee of performance by its Principal or Principals and (b) the other
    party's remedies shall not include a right of setoff in respect of rights or
    obligations, if any, of Agent arising in other transaction in which Agent is
    acting as principal.

4.  Multiple Principals.

    (a) In the event that Agent proposes to act for more than one Principal
    hereunder, Agent and the other party shall elect whether (I) to treat
    Transactions under the Agreement as transactions entered into on behalf of
    separate Principals or (ii) to aggregate such Transactions as if they were
    transactions by a single Principal. Failure to make such an election in
    writing shall be deemed an election to treat Transactions under the
    Agreement as transactions on behalf of separate Principals.

    (b) In the event that Agent and the other party elect (or are deemed to
    elect) to treat Transactions under the Agreement as transaction on behalf of
    separate Principals, the parties agree that (I) Agent will provide the other
    party, together with the notice described in Paragraph 2(b) of this Annex
    IV, notice specifying the portion of each Transaction allocable to the
    account of each of the Principals for which it is acting (to the extent that
    any such Transaction is allocable to the account of more than one
    Principal); (ii) the portion of any individual Transaction allocable to each
    Principal shall be deemed a separate Transaction under the Agreement; (iii)
    the margin maintenance obligations of Buyer and Seller under Paragraph 4 of
    the Agreement shall be determined on a Transaction- by- Transaction basis
    (unless the parties agree to determine such obligations on a
    Principal-by-Principal basis); and (iv) Buyer's and Seller's remedies under
    the Agreement had entered into a separate
<PAGE>

    Agreement with the other party on behalf of each of its Principals.

    (c) In the event that Agent and the other party elect to treat Transactions
    under the Agreement as if they were transactions by a single Principal, the
    parties agree that (1) Agent's notice under Paragraph 2(b) of this Annex IV
    need only identify the names of its Principals but not the portion of each
    Transaction allocable to each Principal's account; (ii) the margin
    maintenance obligations of Buyer and Seller under Paragraph 4 of the
    Agreement shall, subject to any greater requirement imposed by applicable
    law, be determined on an aggregate basis for all Transactions entered into
    by Agent on behalf of any Principal, and (iii) buyer's and Seller's remedies
    upon the occurrence of an Event of Default shall be determined as if all
    Principals were a single Seller or Buyer, as the case may be.

    (d) Notwithstanding any other provision of the Agreement (including, without
    limitation, this Annex IV), the parties agree that any Transactions by Agent
    on behalf of an employee benefit plan under ERISA shall be treated as
    Transactions on behalf of separate Principals in accordance with Paragraph
    4(b) of this Annex IV (and all margin maintenance obligations of the parties
    shall be determined on a Transaction-by-Transaction basis).

5.  Interpretation of Terms. All references to "Seller" or "Buyer", as the case
    may be, in the Agreement shall, subject to the provisions of this Annex IV
    (including, among other provisions, the limitations on Agent's liability in
    Paragraph 3 of this Annex IV), be construed to reflect that (1) each
    Principal shall have, in connection with any Transaction or Transactions
    entered into by Agent on its behalf, the entering into such Transaction or
    Transactions with the other party under the Agreement, and (ii) Agent's
    Principal or Principals have designated Agent as their sole agent for
    performance of Seller's obligations to Buyer or buyer's obligations to
    Seller, as the case may be, and for receipt of performance by Buyer of its
    obligations to Seller or Seller of its obligations to Buyer, as the case may
    be, in connection with any Transaction or Transactions under the Agreement
    (including, among other things, as Agent for each Principal in connection
    with transfers of Securities, cash or other property and as agent for giving
    and receiving all notices under the Agreement). Both Agent and its Principal
    or Principals shall be deemed "parties" to the Agreement and all references
    to a "party" or "either party" in the Agreement shall be deemed revised
    accordingly (and any Act of Insolvency with respect to Agent or any other
    Event of Default by Agent under Paragraph 11 of the Agreement shall be
    deemed an Event of Default by Seller or Buyer, as the case may be).

<PAGE>

                                     Annex V

                         Margin for Forward Transactions

* Bear Stearns International Limited            ** LNR CMBS Holdings Corporation

This Annex V forms a part of the Master Repurchase Agreement dated as of March
31, 1999, 19__ (the "Agreement") between *________ and **________. Capitalized
terms used but not defined in this Annex V shall have the meanings ascribed to
them in the Agreement.

1.   Definitions. For purposed of the Agreement and this Annex V, the following
     terms shall have the following meanings:

     "Forward Exposure", the amount of loss a party would incur upon canceling a
     Forward Transaction and entering into a replacement transaction, determined
     in accordance with market practice or as otherwise agreed by the parties;

     "Forward Transaction", any Transaction agreed to by the parties as to which
     the Purchase Date has not yet occurred;

     "Net Forward Exposures", the aggregate amount of a party's Forward Exposure
     to the other party under all Forward Transaction hereunder reduced by the
     aggregate amount of any Forward Exposure of the other party to such party
     under all Forward Transactions hereunder;

     "Net Unsecured Forward Exposure", a party's Net Forward Exposure reduced by
     the Market Value of any Forward Collateral transferred to such party (and
     not returned) pursuant to Paragraph 2 of this Annex V.

2.   Margin Maintenance.

(a)  If at any time a party (the In-the-Money Party") shall have a Net Unsecured
     Forward Exposure to the other party (the "Out-of-the-Money Party") under
     one or more Forward Transactions, the In-the-Money Party may by notice to
     the Out-of-the-Money Party Securities require the Out-of-Money Party to
     transfer to the In-the-Money Party Securities or cash reasonably acceptable
     to the In-the-Money Party (together with any In come thereon and proceeds
     thereof, Forward Collateral") having a Market Value sufficient to eliminate
     such Net Unsecured Forward Exposure. the Out-of-the-Money Party may by
     notice to the In-the-Money Party require the In-the-Money Party to transfer
     to the Out-of-the-Money Party Forward Collateral having a Market Value that
     exceeds the In-the-Money Party's Net Forward Exposure ("Excess Forward
     Collateral Amount"). The rights of the parties under this subparagraph
     shall be in addition to their rights under subparagraphs (a) and (b) of
     Paragraph 4 and any other provisions of the Agreement.

(b)  The parties may agree, with respect to any or all Forward Transactions
     hereunder, that the respective rights of the parties under subparagraph (a)
     of this Paragraph may be exercised only where a Net Unsecured Forward
     exposure or Excess Forward Collateral Amount, as the case may be, exceeds a
     specified dollar amount or other specified threshold for such Forward
     transactions (which amount or threshold shall be agreed to by the parties
     prior to entering into any such Forward Transactions).

(c)  The parties may agree, with respect to any or all Forward Transaction
     hereunder, that the respective rights of the parties under subparagraph (a)
     of this Paragraph to require the elimination of a Net Unsecured Forward
     Exposure or Excess Forward collateral Amount, as the case may be, may be
     exercised whenever such a Net Unsecured Forward Exposure or Excess Forward
     Collateral Amount exists with respect to any single Forward Transaction
     hereunder (calculated without regard to any other Forward Transaction
     outstanding hereunder).

(d)  The parties may agree, with respect to any or all Forward Transaction
     hereunder, that (1) one party shall transfer to the other party Forward
     Collateral having a Market Value equal to a specified dollar amount or
     other specified threshold no later than the Margin Notice Deadline on the
     day such Forward Transaction is entered into by the parties or (ii) one
     party shall not be required to make any transfer, the Market Value of the
     Forward Collateral held by such party would be less than a specified dollar
     amount or other specified thresh old (which amount or threshold shall be
     agreed to by the parties prior to entering into any such Forward
     Transactions).

(e)  If any notice is given by a party to the other under subparagraph (a) of
     this Paragraph at or before the Margin Notice Deadline on any business day,
     the party receiving such notice shall transfer Forward Collateral as
     provided in such subparagraph no later than the close of business in the
     relevant market on such business day. If any such notice is given after the
     Margin Notice Deadline, the party receiving such notice shall transfer

<PAGE>

     such Forward Collateral later than the close of business in the relevant
     market on the next business day.

(f)  Upon the occurrence of the Purchase Date for any Forward Transaction and
     the performance by the parties of their respective obligations to transfer
     cash and Securities on such date, any Forward Collateral in respect of such
     Forward Transaction, together with any Income thereon and proceeds thereof,
     shall be transferred by the party holding such Forward Collateral to the
     other party; provided, however, that neither party shall be required to
     transfer such Forward Collateral to the other if such transfer would result
     in the creation of a Net Unsecured Forward Exposure of the transferor.

(g)  The Pledgor (as defined below) of Forward Collateral may, subject to
     agreement with and acceptance by the Pledgee (as defined below) thereof,
     substitute other Securities reasonably acceptable to the Pledgee for any
     Securities Forward Collateral. Such substitution shall be made by transfer
     to the Pledgee of such other Securities and transfer to the Pledgor of such
     Securities Forward Collateral. After substitution, the substituted
     Securities shall constitute Forward Collateral.

3.   Security Interest.

(a)  In addition to the rights granted to the parties under Paragraph 6 of the
     Agreement, each party ("Pledgor") hereby pledges to the other party
     ("Pledgee") as security for the performance of its obligations hereunder,
     and grants Pledgee a security interest in and right of setoff against, any
     Forward Collateral and any other cash, Securities or property, and all
     proceeds of any of the foregoing, transferred by or on behalf of Pledgor or
     due from Pledgee to Pledgor in connection with the Agreement and the
     Forward Transactions hereunder.

(b)  Unless otherwise agreed by the parties, a party to whom Forward Collateral
     has been transferred shall have the right to engage in repurchase
     transaction with Forward collateral or otherwise sell, transfer, pledge or
     hypothecate Forward Collateral, including in respect of loans or other
     extensions of credit to such party that may be in amounts greater than the
     forward Collateral such party is entitled to as security for obligations
     hereunder, and that may extend for periods of time longer than the periods
     during which such party is entitled to Forward Collateral as security for
     obligations hereunder; provided, however, that no such transaction shall
     relieve such party of its obligations to transfer Forward Collateral
     pursuant to Paragraph 2 or 4 of this Annex V or Paragraph 11 of the
     Agreement.

4.   Events of Default

(a)  In addition to the Events of Default set forth in Paragraph 11 of the
     Agreement, it shall be an additional "Event of Default" if either party
     fails, after one business day's notice, to perform any covenant or
     obligation required to be performed by it under Paragraph 2 or any other
     provision of this Annex.

(b)  In addition to the other rights of a nondefaulting party under Paragraphs
     11 and 12 of the Agreement, if the nondefaulting party exercised or is
     deemed to have exercised the option referred to in Paragraph 11(a) of the
     Agreement:

     (i)  The nondefaulting party, without prior notice to the defaulting party,
          may (A) immediately sell, in a recognized market (or otherwise in a
          commercially reasonable manner) at such price or prices as the
          nondefaulting party may reasonably deem satisfactory, any or all price
          or prices as the nondefaulting party may reasonably deem satisfactory,
          any or all Forward Collateral subject to any or all Forward
          Transactions hereunder and apply the proceeds thereof to any amounts
          owing by the defaulting party hereunder or (B) in its sole discretion
          elect, in lieu of selling all or a portion of such Forward Collateral
          in an amount equal to the price therefor on such date, obtained from a
          generally recognized source or the most recent closing bid quotation
          from such a source, against any amounts owing by the defaulting party
          hereunder.

     (ii) Any Forward Collateral held by the defaulting party, together with any
          Income thereon and proceeds thereof, shall be immediately transferred
          by the defaulting party to the nondefaulting party. The nondefaulting
          party may, as its option (which option shall be deemed to have been
          exercised immediately

<PAGE>

          upon the occurrence of an Act of Insolvency), and without prior notice
          to the defaulting party, (I) immediately purchase, in a recognized
          market (or otherwise in a commercially reasonable manner) at such
          price or prices as the nondefaulting party may reasonably deem
          satisfactory, securities ("Replacement Securities") of the same party
          to the nondefaulting party as required hereunder or (ii) in its sole
          discretion elect, in lieu of purchasing Replacement Securities, to be
          deemed to have purchased Replacement Securities at the price therefor
          on such date, obtained from a generally recognized source or the most
          recent closing offer quotation from such a source, whereupon the
          defaulting party shall be liable for the price of such Replacement
          Securities together with the amount of any cash Forward Collateral not
          delivered by the defaulting party to the nondefaulting party as
          required hereunder.

Unless otherwise provided in Annex I, the parties acknowledge and agree that (1)
the Forward Collateral subject to any Forward transaction hereunder are
instruments traded in a recognized market, (2) in the absence of a generally
recognized source for prices or bid quotations for any Forward Collateral, the
non-defaulting party may establish the source therefor in its sole discretion
and (3) all prices and bids shall be determined together with accrued Income
(except to the extent contrary to market practice with respect to the relevant
Forward Collateral).

5.   No Waivers, Etc. Without limitation of the provisions of Paragraph 17 of
     the Agreement, the failure to give a notice pursuant to subparagraph (a),
     (b), (c) or (d) of Paragraph 2 of this Annex V will not constitute a waiver
     of any right to do so at a later date.

<PAGE>
                                      Annex VI

                             Buy/Sell Back Transactions

This Annex VI forms a part of the Master Repurchase Agreement dated as of March
31, 1999, 19__ (the "Agreement") between Bear Stearns International Ltd. and LNR
CMBS Holdings Corporation. Capitalized terms used but not defined in this Annex
Vl shall have the meaning ascribed to them in the Agreement.

1.   In the event of any conflict between the terms of this Annex Vl and any
     other term of the Agreement, the terms of this Annex Vl shall prevail.

2.   Each Transaction shall be identified at the time it is entered into and in
     the relevant Confirmation as either a Repurchase Transaction or a Buy/Sell
     Back Transaction.

3.   In the case of a buy/Sell Back Transaction, the Confirmation delivered in
     accordance with Paragraph 3 of the Agreement may consist of a single
     document in respect of both of the transfers of funds against Securities
     which together form the Buy/Sell Back Transaction or separate Confirmations
     may be delivered in respect of each such transfer.

4.   Definitions. The following definitions shall apply to Buy/Sell Back
     Transactions:

(a)  "Accrued Interest", with respect to any Purchased Securities subject to a
     Buy/Sell Back Transaction, unpaid Income that has accrued during the period
     from (and including) the issue date or the last Income payment date
     (whichever is later) in respect of such Purchased Securities to (but
     excluding) the date of calculation. For these purposes unpaid Income shall
     be deemed to accrue on a daily basis from (and including) the issue date or
     the last Income payment date (as the case may be) to (but excluding) the
     next Income payment date or the maturity date (whichever is earlier);

(b)  "Sell Back Differential", with respect to any buy/Sell Back Transaction as
     of any date, the aggregate amount obtained by daily application of the
     Pricing Rate for such Buy/Sell Back Transaction to the Purchase Price for
     such Buy/Sell Back Transaction on a 360 day per year basis (unless
     otherwise agreed by the parties for the Transaction) for the actual number
     of days during the period commencing on (and including) the Purchase Date
     for such Buy/Sell Back Transaction and ending on (but excluding) the date
     of determination;

(c)  "Sell Back Price", with respect to any Buy/Sell Back Transaction:

     (i) in relation to the date originally specified by the parties as the
     Repurchase Date pursuant to Paragraph 2(q) of the Agreement, the price
     agreed by the Parties in relation to such Buy/Sell Back Transaction, and

     (ii) in any other case (including for the purposes of the application of
     Paragraph 4 or Paragraph 11 of the Agreement), the product of the formula
     (P + D) - (IR + C), where -

     P = the Purchase Price

     D = the Sell Back Differential

     IR = the amount of any Income in respect of the Purchased Securities paid
     by the issuer on any date falling between the Purchase Date and the
     Repurchase Date

     C = the aggregate amount obtained by daily application of the Pricing Rate
     for such buy/Sell Back Transaction to any such Income from (and including)
     the date of payment by the issuer to (but excluding) the date of
     calculation.

5.   When entering into a buy/Sell Back Transaction the parties shall also agree
     on the Sell Back Price and the Pricing Rate to apply in relation to such
     Buy/Sell Back Transaction on the scheduled Repurchase Date. The parties
     shall record the Pricing Rate in a least one Confirmation applicable to
     such Buy/Sell Back Transaction.

6.   Termination of a Buy/Sell Back Transaction shall be effected on the
     Repurchase Date by transfer to Seller or its agent of Purchased Securities
     against the payment by Seller of (i) in a case where the Repurchase Date is
     the date originally agreed to by the parties pursuant to Paragraph 2(q) of
     the Agreement, the Sell Back Price referred to in Paragraph 4(c)(ii) of
     this Annex; and (ii) in any other case, the Sell Back Price referred to in
     Paragraph 4(c)(ii) of this Annex.

7.   For the avoidance of doubt, the parties acknowledge and agree that the
     Purchase Price and the Sell Back

<PAGE>

Price in Buy/Sell Back Transactions shall include Accrued Interest (except to
the extent contrary to market practice with respect to the Securities subject to
such Buy/Sell Back Transaction, in which event (i) an amount equal to the
Purchase Price plus Accrued Interest to the Purchase Date shall be paid to
Seller on the Purchase Date and shall be used, in lieu of the Purchase Price,
for calculating the Sell Back Differential, (ii) an amount equal to the Sell
Back Price plus the amount of Accrued Interest to the Repurchase Date shall be
paid to Buyer on the Repurchase Date, and (iii) the formula in Paragraph
4(c)(ii) of this Annex Vl shall be replaced by the formula "(P + Al + D) - (IR +
C)", where "AI" equals Accrued Interest to the Purchase Date).

8.   Unless the parties agree in Annex I to the Agreement that a Buy/Sell Back
     Transaction is not to be re-priced, they shall at the time of re-pricing
     agree on the Purchase Price, the Sell Back Price and the Pricing Rate
     applicable to such Transaction.

9.   Paragraph 5 of the Agreement shall not apply to Buy/Sell Back Transaction.
     Seller agrees, on the date such Income is received, to pay to Buyer any
     Income received by Seller in respect of Purchased Securities that is paid
     by the issuer on any date falling between the Purchased Date and the
     Repurchase Date.

10.  References to "Repurchase Price" throughout the Agreement shall be
     construed as references to "Repurchase Price or the Sell Back Price, as the
     case may be".

11.  In Paragraph 11 of the Agreement, references to the "Repurchase Prices"
     shall be construed as references to "repurchase Prices and Sell Back
     Prices."

<PAGE>

                                    Annex VII

             Transactions Involving Registered Investment Companies

This Annex VII (including any Schedules hereto) forms a part of the Master
Repurchase Agreement dated as of March 31, 1999, 19__ (the "Agreement") between
LNR CMBS Holdings Corp ("Counterparty") and each investment company identified
on Schedule Vll.A hereto (as such schedule may be amended from time to time)
acting on behalf of its respective series or portfolios identified on such
Schedule VII>A, or in the case of those investment companies for which no
separate series or portfolios are identified on such Schedule VII.A, or in the
case of those investment companies for which no separate series or portfolios
are identified on such Schedule VII.A, acting for and on behalf of itself (each
such series, portfolio or investment company, as the case may be, hereinafter
referred to as a "Fund"). In the event of any conflict between the terms of this
Annex VII and any other term of the Agreement, the terms of this Annex VII shall
prevail. Capitalized terms used but not defined in this Annex VII shall have the
meanings ascribed to them in the Agreement.

1.   Multiple Funds. For any Transaction in which a fund is acting as Buyer (or
     Seller, as the case may be), each reference in the Agreement and this Annex
     Vll to Buyer (or Seller, as the case may be) shall be deemed a reference
     solely to the particular Fund to which such Transaction relates, as
     identified to Seller (or Buyer, as the case may be) by the Fund and as may
     be specified in the Confirmation therefor. In no circumstances shall the
     rights, obligations, or remedies of either party with respect to a
     particular Fund constitute a right, obligation or remedy applicable to any
     other Fund. Specifically, and without otherwise limiting the scope of this
     Paragraph: (a) the margin maintenance obligations of Buyer and Seller
     specified in Paragraph 4 or any other provisions of the Agreement and the
     single agreement provisions of Paragraph 12 of the Agreement shall be
     applied based solely upon Transactions entered into by a particular Fund,
     (b) Buyer's and Seller's remedies under the Agreement upon the occurrence
     of an Event of Default shall be determined as if each Fund had entered into
     a separate Agreement with Counterparty, and (c) Seller and buyer shall have
     no right to set off claims related to Transactions entered into by a
     particular Fund against claims related to Transactions entered into by any
     other Fund.

2.   Margin Percentage. For any Transaction in which a Fund is acting as buyer,
     the buyer's Margin Percentage shall always be equal to at least ___%, or
     such other percentage as the parties hereto may from time to time mutually
     determine: provided, that in no event shall such percentage be less than
     100%. For any Transaction in which a Fund is acting as Seller, the Buyer's
     Margin Percentage shall be such percentage as the parties hereto may from
     time to time mutually determine; provided, that in no event shall such
     percentage be less than 100%.

3.   Confirmations. Unless otherwise agreed, Counterparty shall promptly issue a
     Confirmation to the Fund pursuant to Paragraph 3 of the Agreement. Upon the
     transfer of substituted or Additional Purchased Securities by either party,
     Counterparty shall promptly provide notice to the Fund confirming such
     transfer.

4.   Financial condition. Each party represents that is has delivered the
     following financial information to the other party to the Agreement: in the
     case of a party that is a registered broker-dealer, its most recent
     statements required to be furnished to customers by Rule 17a-5(c) under the
     1934 Act; in the case of a party that is a Fund, its most recent audited or
     unaudited financial statements required to be furnished to its shareholders
     by Rule 30d-1 under the Investment Company Act of 1940; in the case of any
     other party, its most recent audited or unaudited statements of financili
     condition or other comparable information concerning its financial
     condition.

     Each party represents that the financial statements or information so
     delivered fairly reflect its financial condition and, if applicable, its
     net capital ratio, on the date as of which such financial statements or
     information were prepared. Each party agrees that it will make available
     and deliver to the other party, promptly upon request, all such financial
     statements that subsequently are required to be delivered to its customers
     or shareholders pursuant to Rule 17-a-5(c) or Rule 30d-1, as the case may
     be, or, m in the case of a party that is neither a registered broker-dealer
     nor a Fund, all such financial information that subsequently becomes
     available to the public.

     Each Fund acknowledges and agrees that it has made an independent
     evaluation of the creditworthiness of the other party that is required
     pursuant to the Investment Company Act of 1940 or the regulations
     thereunder. Each fund agrees that its agreement to enter into each
     transaction hereunder shall constitute an acknowledgement and agreement
     that it has made such an evaluation.

<PAGE>

5.   Segregation of Purchased Securities. Unless otherwise agreed by the
     parties, any transfer of Purchased Securities to a Fund shall be effected
     by delivery or other transfer (in the manner agreed upon pursuant to
     Paragraph 7 of the Agreement) to the custodian or subcustodian designated
     for such Fund in Schedule VII.A hereto ("Custodian") for credit to the
     Fund's custodial account with such Custodian. If the party effecting such
     transfer is the Fund's Custodian, such party shall, unless otherwise
     directed by the Fund, (a) transfer and maintain such Purchased Securities
     to and in the Fund's custodial account with such party and (b) so indicate
     in a notice to the Fund.

<PAGE>

                                 Schedule VII.A

                Supplemental Terms and Conditions of Transactions

                    Involving Registered Investment Companies

This Schedule VII.A forms a part of Annex VII to the Master Repurchase Agreement
dated as of March 31, 1999, 19__ (the "Agreement") between Bear Stearns
International and LNR CMBS Holdings Corporation. Capitalized terms used but not
defined in this Schedule VII.A shall have the meanings ascribed to them in Annex
VII.

1. This Agreement is entered into by or on behalf of the following Fund, and
unless otherwise indicated by the appropriate Fund in connection with a
Transaction, the following Custodians are designated to receive transfers of
Purchased Securities on behalf of such Funds for credit to the appropriate
Fund's custodial account:

Name of Fund                                            Custodian
------------                                            ---------







[ ]. Limitation of Liability. If the Fund is organized as a business trust (or
a series thereof), the parties agree as follows: [insert appropriate language
limiting liability or trustees, officers and others]