Dlj Commerical Mort Comm Mort Pass Thr Cer Ser 1999-Cg1 Sample Contracts

Dlj Commerical Mort Comm Mort Pass Thr Cer Ser 1999-Cg1 – DLJ COMMERCIAL MORTGAGE CORP., (March 29th, 1999)

Execution Copy ================================================================================ DLJ COMMERCIAL MORTGAGE CORP., as Depositor, GE CAPITAL LOAN SERVICES, INC., as Master Servicer, BANC ONE MORTGAGE CAPITAL MARKETS, LLC as Special Servicer, and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION as Trustee and REMIC Administrator, POOLING AND SERVICING AGREEMENT Dated as of March 1, 1999 ------------------------------ $1,239,717,562 Commercial Mortgage Pass-Through Certificates Series 1999-CG1

Dlj Commerical Mort Comm Mort Pass Thr Cer Ser 1999-Cg1 – UNDERWRITING AGREEMENT (March 29th, 1999)

EXECUTION COPY DLJ COMMERCIAL MORTGAGE CORP. Commercial Mortgage Pass-Through Certificates Series 1999-CG1 UNDERWRITING AGREEMENT March 15, 1999 Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, NY 10172 Ladies and Gentlemen: DLJ Commercial Mortgage Corp., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to sell to the underwriters named in Schedule I hereto (the "Underwriters"; provided, however, that if you are the only underwriter named in Schedule I, then the terms "Underwriter" and "Underwriters" shall refer solely to you), for whom Donaldson. Lufkin & Jenrette Securities Corporation acts as representative (in such capacity, the "Representative") those classes (each, a