Commercial Mortgage Pass Through Certiticates Series 1999 C2 Sample Contracts

Commercial Mortgage Pass Through Certiticates Series 1999 C2 – MORTGAGE LOAN PURCHASE AGREEMENT (June 7th, 1999)

MORTGAGE LOAN PURCHASE AGREEMENT Mortgage Loan Purchase Agreement, dated as of May 1, 1999 (the "Agreement"), between First Union National Bank (the "Seller") and First Union --------- ------ Commercial Mortgage Securities, Inc. (the "Purchaser"). --------- The Seller intends to sell and the Purchaser intends to purchase certain multifamily and commercial mortgage loans (the "FUNB Mortgage Loans") as --------------------- provided herein. The Purchaser intends to deposit the FUNB Mortgage Loans, together with the Other Mortgage Loans (as defined below), into a trust fund (the "Trust Fund"), the beneficial ownership of which will be evidenced by ----------- multiple classes (each, a "Class") of mortgage pass-through certificates (the ----- "Certificates

Commercial Mortgage Pass Through Certiticates Series 1999 C2 – UNDERWRITING AGREEMENT (June 7th, 1999)

FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. $1,060,380,830 (Approximate) FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1999-C2 UNDERWRITING AGREEMENT May 11, 1999 Chase Securities Inc. First Union Capital Markets Corp. J.P. Morgan Securities Inc. c/o Chase Securities Inc. 270 Park Avenue New York, New York 10017 Dear Sirs: First Union Commercial Mortgage Securities, Inc., a North Carolina corporation (the "Company"), proposes to issue its Commercial Mortgage Pass-Through Certificates, Series 1999-C2 (the "Certificates"), in 18 classes (each, a "Class") as designated in the Prospectus Supplement (as defined below). The Company further proposes to sell to the Underwriters named in Schedule II h

Commercial Mortgage Pass Through Certiticates Series 1999 C2 – MORTGAGE LOAN PURCHASE AGREEMENT (June 7th, 1999)

MORTGAGE LOAN PURCHASE AGREEMENT Mortgage Loan Purchase Agreement, dated as of May 1, 1999 (the "Agreement"), between The Chase Manhattan Bank (the "Seller") and First Union Commercial Mortgage Securities, Inc. (the "Purchaser"). The Seller intends to sell and the Purchaser intends to purchase certain multifamily and commercial mortgage loans (the "CMB Mortgage Loans") as provided herein. The Purchaser intends to deposit the CMB Mortgage Loans, together with the Other Mortgage Loans (as defined below), into a trust fund (the "Trust Fund"), the beneficial ownership of which will be evidenced by multiple classes (each, a "Class") of mortgage pass-through certificates (the "Certificates"). One or more "real estate mortgage investment conduit" ("REMIC") elections will be made with respect to the Trust Fund. The Trust Fund will be created and the Certificates will be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing

Commercial Mortgage Pass Through Certiticates Series 1999 C2 – POOLING AND SERVICING AGREEMENT (June 7th, 1999)

============================================================================== FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. Depositor and FIRST UNION NATIONAL BANK Master Servicer and BANC ONE MORTGAGE CAPITAL MARKETS, LLC Special Servicer and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 1999 ---------------------------------------------- $1,181,484,821 Commercial Mortgage Pass-Through Certificates Series 1999-C2 ============================