First Union Commercial Mortgage Pass Thr Cer Ser 2001-C3 Sample Contracts

First Union Commercial Mortgage Pass Thr Cer Ser 2001-C3 – MORTGAGE LOAN PURCHASE AGREEMENT (August 31st, 2001)

MORTGAGE LOAN PURCHASE AGREEMENT This Mortgage Loan Purchase Agreement, dated as of August 15, 2001 (the "Agreement"), is entered into between LaSalle Bank National Association (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 "Mortgage Loans") identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Purchaser intends to deposit the Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage Loans"), 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 most of the Trust Fund. The Trust Fund will be

First Union Commercial Mortgage Pass Thr Cer Ser 2001-C3 – MORTGAGE LOAN PURCHASE AGREEMENT (August 31st, 2001)

MORTGAGE LOAN PURCHASE AGREEMENT This Mortgage Loan Purchase Agreement, dated as of August 15, 2001 (the "Agreement"), is entered into between German American Capital Corporation (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 "Mortgage Loans") identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Purchaser intends to deposit the Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage Loans"), 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 most of the Trust Fund. The Trust Fund will b

First Union Commercial Mortgage Pass Thr Cer Ser 2001-C3 – FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. (August 31st, 2001)

================================================================================ FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. Depositor and FIRST UNION NATIONAL BANK Master Servicer and LENNAR PARTNERS, INC. Special Servicer and WELLS FARGO BANK MINNESOTA, N.A. Trustee and LASALLE BANK NATIONAL ASSOCIATION Paying Agent POOLING AND SERVICING AGREEMENT Dated as of August 15, 2001 ------------------------------ $818,83

First Union Commercial Mortgage Pass Thr Cer Ser 2001-C3 – MORTGAGE LOAN PURCHASE AGREEMENT (August 31st, 2001)

MORTGAGE LOAN PURCHASE AGREEMENT This Mortgage Loan Purchase Agreement, dated as of August 15, 2001 (the "Agreement"), is entered into 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 "Mortgage Loans") identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Purchaser intends to deposit the Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage Loans"), 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 most of the Trust Fund. The Trust Fund will be created

First Union Commercial Mortgage Pass Thr Cer Ser 2001-C3 – UNDERWRITING AGREEMENT (August 31st, 2001)

EXHIBIT 1.1 FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001-C3 UNDERWRITING AGREEMENT Charlotte, North Carolina August 7, 2001 FIRST UNION SECURITIES, INC. One First Union Center Charlotte, North Carolina 28288 DEUTSCHE BANC ALEX. BROWN INC. 31 West 52nd Street New York, New York 10019 ABN AMRO INCORPORATED 55 East 52nd Street New York, New York 10055 Dear Sirs: First Union Commercial Mortgage Securities, Inc., a North Carolina corporation (the "Company"), has issued its Commercial Mortgage Pass-Through Certificates, First Union National Bank Commercial Mortgage Trust Series 2001-C3 (the "Certificates"), in 23 classes (each, a "Class"