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             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)



                                       and



                      MORGAN STANLEY MORTGAGE CAPITAL INC.
                                    (Seller)



                 -------------------------------------------

                        MORTGAGE LOAN PURCHASE AGREEMENT

                          Dated as of October 11, 1999
                 -------------------------------------------

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<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

Section 1.     Transactions on or Prior to the Closing Date.................
Section 2.     Closing Date Actions.........................................
Section 3.     Conveyance of Subject Mortgage Loans.........................
Section 4.     Depositor's Conditions to Closing............................
Section 5.     Seller's Conditions to Closing...............................
Section 6.     Representations and Warranties of Seller.....................
Section 7.     Obligations of Seller........................................
Section 8.     Representations and Warranties of Depositor..................
Section 9.     Survival of Certain Representations, Warranties and
               Covenants....................................................
Section 10.    Accountant's Letters.........................................
Section 11.    Expenses; Recording Costs....................................
Section 12.    Notices......................................................
Section 13.    Examination of Mortgage Files................................
Section 14.    Successors...................................................
Section 15.    Governing Law................................................
Section 16.    Severability.................................................
Section 17.    Further Assurances...........................................
Section 18.    Counterparts.................................................
Section 19.    Treatment as Security Agreement..............................
Section 20.    Recordation of Agreement.....................................

Schedule I     Schedule of Transaction Terms
Schedule II-A  MS Mortgage Loan Schedule
Schedule II-B  FINOVA Capital Mortgage Loan Schedule
Schedule II-C  FINOVA Owner Trust Mortgage Loan Schedule
Schedule III   Mortgage Loans Constituting Mortgage Groups
Schedule IV    Mortgage Loans with Lost Mortgage Notes
 Schedule V    Exceptions with Respect to Seller's Representations and
               Warranties on MS Mortgage Loans

Exhibit A      Representations and Warranties of Seller Regarding the MS
               Mortgage Loans
Exhibit B      Form of Lost Mortgage Note Affidavit
Exhibit C      Form of Assignment of Mortgage(s) and Assignment of Assignment
               of Lessor's Interests in Leases, Rents and Profits
Exhibit D      Form of Seller's In-House Counsel Opinion



<PAGE>




                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this  "Agreement"),  dated as
of October 11, 1999,  is made by and between  MORGAN  STANLEY  MORTGAGE  CAPITAL
INC., a New York corporation  ("Seller") and CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., a Delaware corporation (the "Depositor").

                                    RECITALS


            I.    Capitalized  terms used  herein  without  definition  have the
meanings  ascribed to them in the Schedule of Transaction  Terms attached hereto
as  Schedule  I,  which is  incorporated  herein by this  reference,  or, if not
defined therein, in the Pooling and Servicing Agreement.


            II.   On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the Mortgage  Loans  identified on the schedule  annexed hereto as Schedule II-A
(the "MS Mortgage  Loans") and the Mortgage  Loans  identified  on the schedules
annexed hereto as Schedule II-B and Schedule II-C (the "FINOVA  Mortgage Loans,"
and collectively with the MS Mortgage Loans, the "Subject Mortgage Loans").  The
FINOVA  Mortgage  Loans listed on Schedule II-B are those acquired by the Seller
pursuant to the FINOVA Capital  Mortgage Loan Purchase  Agreement and the FINOVA
Mortgage Loans listed on Schedule II-C are those acquired by the Seller pursuant
to the FINOVA Owner Trust Mortgage Loan Purchase Agreement. Schedules II-A, II-B
and II-C are referred to  collectively  herein as the "Mortgage Loan  Schedule."
Depositor  intends to deposit the Subject  Mortgage  Loans and other assets into
the Trust Fund created  pursuant to the Pooling and  Servicing  Agreement and to
cause the issuance of the Certificates.

                                    AGREEMENT

            NOW, THEREFORE,  on the terms and conditions set forth below and for
good and  valuable  consideration,  the receipt and  adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:

            Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each of the Subject  Mortgage  Loans listed in the Mortgage  Loan Schedule to
The Chase Manhattan Bank as custodian (in such capacity,  the "Custodian") or as
trustee (in such capacity, the "Trustee"),  against receipt by Seller of a trust
receipt, pursuant to an arrangement between Seller and the Custodian.

            Section 2. Closing Date  Actions.  The sale of the Subject  Mortgage
Loans shall take place on the Closing Date, subject to and  simultaneously  with
the deposit of the Subject  Mortgage  Loans into the Trust Fund, the issuance of
the  Certificates  and the sale of (a) the Offered  Certificates by Depositor to
the  Underwriters  pursuant to the  Underwriting  Agreement  and (b) the Private
Certificates by Depositor to the Initial  Purchaser  pursuant to the Certificate
Purchase  Agreement.  The closing shall take place at the offices of Cadwalader,
Wickersham & Taft,  100 Maiden  Lane,  New York,  New York 10038,  or such other
location as agreed upon between the parties  hereto.  On the Closing  Date,  the
following  actions shall take place in  sequential  order on the terms set forth
herein:

            (i) Seller shall sell to  Depositor,  and Depositor  shall  purchase
      from Seller, the Subject Mortgage Loans pursuant to this Agreement for the
      Mortgage Loan  Purchase  Price  payable in  accordance  with  instructions
      previously  provided to Depositor by Seller.  The Mortgage  Loan  Purchase
      Price (as defined  herein)  shall be paid by Depositor to Seller or at its
      direction by wire transfer in  immediately  available  funds to an account
      designated by Seller on or prior to the Closing Date.  The "Mortgage  Loan
      Purchase  Price"  paid by  Depositor  shall  be an  amount  determined  in
      accordance with the Letter of Understanding  dated November 3, 1999 by and
      among Morgan Stanley & Co.  Incorporated,  Morgan Stanley Mortgage Capital
      Inc.,  Credit Suisse First Boston  Mortgage  Capital LLC and Credit Suisse
      First Boston Corporation (the "Letter of Understanding").

            (ii) Pursuant to the terms of the Pooling and  Servicing  Agreement,
      Depositor  shall sell all of its right,  title and  interest in and to the
      Subject Mortgage Loans (together with certain other mortgage loans) to the
      Trustee for the benefit of the Holders of the Certificates.

            (iii) Depositor shall sell to the Underwriters, and the Underwriters
      shall purchase from Depositor,  the Offered  Certificates  pursuant to the
      Underwriting Agreement, and Depositor shall sell to the Initial Purchaser,
      and the Initial  Purchaser  shall  purchase  from  Depositor,  the Private
      Certificates pursuant to the Certificate Purchase Agreement.

            (iv) The Underwriters  will offer the Offered  Certificates for sale
      to the public pursuant to the Prospectus and the Prospectus Supplement and
      the  Initial  Purchaser  will  privately  place  certain  classes  of  the
      Certificates pursuant to the Offering Circular.

            Section 3.  Conveyance  of Subject  Mortgage  Loans.  On the Closing
Date, Seller shall sell, convey, assign and transfer, without recourse except as
provided  herein,  to  Depositor,  free and clear of any liens,  claims or other
encumbrances,  all of Seller's  right,  title and  interest in, to and under (i)
each of the Subject  Mortgage Loans identified on the Mortgage Loan Schedule and
all property of Seller described in Section 19 of this Agreement and (ii) rights
with  respect  to the  FINOVA  Mortgage  Loans  arising  under (x) that  certain
mortgage loan purchase agreement, dated as of June 30, 1999 (the "FINOVA Capital
Mortgage  Loan  Purchase  Agreement"),  between  the Seller  and  FINOVA  Realty
Capital,  Inc.  ("FINOVA  Realty  Capital"),  other than Articles 2, 4, 5, 6, 7,
Sections  8.5.14,  8.5.41,  8.5.42,  and  Articles  10, 12 and 14 thereof  (such
provisions  referred to in this clause,  the  "Redacted  FINOVA  Realty  Capital
Provisions"), and (y) that certain mortgage loan purchase agreement, dated as of
June 30, 1999 (the "FINOVA Owner Trust Mortgage Loan Purchase Agreement"), among
the Seller,  FINOVA Capital  Corporation and the FINOVA Commercial Mortgage Loan
Owner Trust 1998-1 (the "FINOVA Owner  Trust"),  other than Articles 2, 4, 5, 6,
7, Sections  8.5.14,  8.5.41,  8.5.42,  and Articles 10, 12 and 14 thereof (such
provisions  referred  to in  this  clause,  the  "Redacted  FINOVA  Owner  Trust
Provisions" and collectively with the Redacted FINOVA Realty Capital Provisions,
the  "Redacted  FINOVA  Provisions").  The parties  acknowledge  that rights and
obligations  under  the  Redacted  FINOVA  Provisions  are  not  being  assigned
hereunder and copies of such Redacted  FINOVA  Provisions have not been provided
to the Depositor for its review.

            On or prior to the Closing Date,  each Mortgage File with respect to
the MS Mortgage Loans shall be delivered by Seller to the  Custodian.  Each such
Mortgage File shall contain the following documents:

            (a) the original Mortgage Note, or with respect to those MS Mortgage
      Loans listed in Schedule IV hereto, a "lost note" affidavit  substantially
      in the form of  Exhibit  B  hereto  and a true  and  complete  copy of the
      Mortgage  Note,  bearing,  or  accompanied  by, all prior and  intervening
      endorsements   or  assignments   thereof   showing  a  complete  chain  of
      endorsement or assignment from the Originator of the related Mortgage Loan
      to Seller,  and further  endorsed (at the  direction  of  Depositor  given
      pursuant to this Agreement) by Seller,  on its face or by allonge attached
      thereto,  without  recourse,  to the order of the Trustee in the following
      form:  "Pay to the order of The Chase  Manhattan  Bank, as trustee for the
      registered Holders of Credit Suisse First Boston Mortgage Securities Corp.
      Commercial Mortgage  Pass-Through  Certificates,  Series 1999-C1,  without
      recourse, representation or warranty, express or implied;"

            (b) a duplicate  original Mortgage (or a certified copy thereof from
      the applicable  recording  office) and originals (or certified copies from
      the applicable  recording office) of any intervening  assignments  thereof
      showing a complete chain of assignment  from the Originator of the related
      Mortgage Loan to Seller, in each case with evidence of recording indicated
      thereon;

            (c) an original  (or a true and  complete  copy if the  original has
      been  sent  by  the  Seller  for   recordation)   Assignment  of  Mortgage
      substantially  in the form of Exhibit C hereto,  in recordable  form, from
      Seller to The Chase Manhattan Bank, as trustee for the registered  Holders
      of  Credit  Suisse  First  Boston  Mortgage  Securities  Corp.  Commercial
      Mortgage  Pass-Through  Certificates,  Series  1999-C1;

            (d) an  original  Assignment  of Leases  (if such item is a document
      separate from the  Mortgage),  in recordable  form;

            (e) an original  (or a true and  complete  copy if the  original has
      been sent by the Seller for  recordation)  of any  related  assignment  of
      Assignment  of  Leases  (if  such  item is a  document  separate  from the
      Mortgage)  substantially in the form of Exhibit C hereto and the originals
      or copies of any intervening  assignments thereof showing a complete chain
      of assignment from the Originator of the related  Mortgage Loan to Seller,
      in each case with evidence of recording thereon;

            (f) an original or a true and complete copy of any related  Security
      Agreement (if such item is a document  separate from the Mortgage) and the
      originals  or  copies of any  intervening  assignments  thereof  showing a
      complete chain of assignment  from the Originator of the related  Mortgage
      Loan  to  Seller;

            (g) an original  assignment  of any related  Security  Agreement (if
      such item is a document  separate from the Mortgage),  in recordable form,
      executed by Seller in favor of The Chase  Manhattan  Bank,  as trustee for
      the registered  Holders of Credit Suisse First Boston Mortgage  Securities
      Corp. Commercial Mortgage Pass-Through  Certificates,  Series 1999-C1;

            (h)  originals  or  true  and  complete  copies  of all  assumption,
      modification, written assurance and substitution agreements, with evidence
      of recording  thereon,  where  appropriate,  in those  instances where the
      terms or  provisions  of the  related  Mortgage  or  Mortgage  Note or any
      related security  document have been modified or the related Mortgage Loan
      has been assumed;

            (i) the original  lender's title insurance  policy or a copy thereof
      effective as of the date of the recordation of the related  Mortgage Loan,
      together  with  all  endorsements  or  riders  that  were  issued  with or
      subsequent  to the issuance of such  policy,  or if the policy has not yet
      been issued, a written binding  commitment or interim binder,  dated as of
      the date the related Mortgage Loan was funded;

            (j) the original or a true and complete  copy of any guaranty of the
      obligations  of the  Mortgagor  under the  related  Mortgage  Loan and the
      originals  or  copies of any  intervening  assignments  thereof  showing a
      complete chain of assignment  from the Originator of the related  Mortgage
      Loan to Seller, in each case with evidence of recording  thereon;

            (k) all UCC  Financing  Statements  and  continuation  statements or
      copies thereof filed with respect to the Subject  Mortgage Loans;

            (l)  the  original  or a true  and  complete  copy of the  power  of
      attorney (with evidence of recording  thereon) granted by the Mortgagor if
      the Mortgage,  Mortgage Note or other  document or instrument  referred to
      above was not signed by the  Mortgagor;

            (m) any intercreditor  agreement  relating to any debt of a Borrower
      secured by the related Mortgaged  Property other than the related Mortgage
      Loan;

            (n) if any related Lock-Box  Agreement or Cash Collateral  Agreement
      is separate  from the Mortgage or Loan  Agreement,  a copy  thereof;  with
      respect to the Cash Collateral  Accounts and Lock-Box Accounts,  if any, a
      copy of the UCC-1 financing statements,  if any, submitted for filing with
      respect to the Seller's security interest in the Cash Collateral  Accounts
      and Lock-Box  Accounts and all funds contained therein (and UCC-2 or UCC-3
      financing  statements  assigning such security  interest to the Trustee on
      behalf of the Certificateholders);

            (o) any Loan Agreement;

            (p)  [Reserved];

            (q) letters of credit, if any, relating to the Additional Collateral
      Loans;

            (r) the related intercreditor agreement, if any;

            (s) the applicable participation documents, if any;

            (t) any environmental insurance policies; and

            (u) any  additional  documents  required to be added to the Mortgage
      File pursuant to this Agreement.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver an original recorded counterpart of any
of the  documents  required to be delivered  pursuant to clauses (b),  (d), (f),
(h),  (k)  (with  respect  to UCC  financing  statements  filed  other  than  in
accordance with the transfer  contemplated by this Agreement) and (l) above with
evidence of recording or filing  thereon  concurrently  with the  execution  and
delivery hereof, solely because of a delay caused by the public recording office
where such document or instrument  has been  delivered for  recordation,  Seller
shall deliver,  or cause to be delivered,  to the Custodian a duplicate original
or true copy of such document  certified by the applicable  public  recording or
filing  office  to be a true  and  complete  duplicate  original  or copy of the
original thereof submitted for recording or filing.

            On or prior to the Closing Date,  each Mortgage File with respect to
the FINOVA  Mortgage Loans shall be delivered by Seller to the  Custodian.  Each
such Mortgage File shall contain all documents  required to have been  delivered
to the Seller  pursuant  to  Section  3.2 of the FINOVA  Capital  Mortgage  Loan
Purchase Agreement or pursuant to Section 3.2 of the FINOVA Owner Trust Mortgage
Loan Purchase Agreement.

            Notwithstanding  the  foregoing,  in the event  that  Seller  cannot
deliver  to the  Custodian  any  UCC-2  or  UCC-3  assignment  with  the  filing
information of the UCC-1 financing statement being assigned, solely because of a
delay caused by the public  filing office where such UCC-1  financing  statement
has been delivered for filing,  Seller shall deliver or cause to be delivered to
the  Custodian a  photocopy  of such UCC-2 or UCC-3  assignment  with the filing
information left blank.  Seller,  promptly upon receipt of the applicable filing
information of the UCC-1 financing statement being so assigned, shall deliver to
the Custodian the original UCC-2 or UCC-3 assignment with all appropriate filing
information set forth thereon.

            The  Trustee,  as  assignee or  transferee  of  Depositor,  shall be
entitled to all scheduled  principal  payments due after the Cut-off  Date,  all
other  payments of principal due and collected  after the Cut-off Date,  and all
payments of interest on the Subject  Mortgage  Loans,  minus that portion of any
such payment  which is allocable to the period on or prior to the Cut-off  Date.
All  scheduled  payments  of  principal  due on or before the  Cut-off  Date and
collected  after the  Cut-off  Date,  together  with the  accompanying  interest
payments, shall belong to Seller.

            Upon the sale of the Subject Mortgage Loans from Seller to Depositor
pursuant  hereto,  the  ownership of each  Mortgage  Note,  the Mortgage and the
contents  of the  related  Mortgage  File shall be vested in  Depositor  and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of Seller as seller of the Subject
Mortgage Loans hereunder, exclusive in each case of documents prepared by Seller
or any of its affiliates  solely for internal uses,  shall  immediately  vest in
Depositor  and shall be forwarded by Seller to the  Custodian by overnight  mail
for next-day delivery and retained and maintained, in trust, by the Custodian at
the will of Depositor,  in such custodial  capacity only. All Monthly  Payments,
Principal  Prepayments  and other  amounts  received by Seller and not otherwise
belonging to Seller  pursuant to this  Agreement  shall be sent by Seller within
three (3)  Business  Days of Seller's  receipt  thereof to the Servicer via wire
transfer for deposit by the Servicer into the Collection Account.

            Section 4.  Depositor's  Conditions to Closing.  The  obligations of
Depositor  under this  Agreement  shall be subject to the  satisfaction,  on the
Closing Date, of the following conditions:

            (a) Each of the obligations of Seller required to be performed by it
      on or prior to the Closing  Date  pursuant to the terms of this  Agreement
      shall have been duly performed and complied with in all material respects;
      all of the  representations  and warranties of Seller under this Agreement
      shall be true and correct in all material respects as of the Closing Date;
      and no event  shall  have  occurred  with  respect to Seller or any of the
      Subject  Mortgage Loans and related  Mortgage Files which,  with notice or
      the  passage  of time,  would  constitute  a material  default  under this
      Agreement; and Depositor shall have received certificates to the foregoing
      effect signed by authorized officers of Seller.

            (b)  Depositor,  or if  directed  by  Depositor,  the  Custodian  or
      Depositor's attorneys, shall have received in escrow, all of the following
      closing  documents,  in such  forms  as are  agreed  upon  and  reasonably
      acceptable to Depositor and Seller, duly executed by all signatories other
      than Depositor, as required pursuant to the respective terms thereof:

                  (i) the Mortgage Files, which shall have been delivered to and
      held by the Custodian on behalf of Seller;

                  (ii) the Mortgage Loan Schedule;

                  (iii) an  officer's  certificate  of  Seller,  dated as of the
      Closing  Date,  with  certified  copies  of the  charter,  by-laws,  and a
      certificate of good standing dated as of a recent date of Seller;

                  (iv) an  opinion  of  Seller's  in-house  counsel,  dated  the
      Closing Date, in substantially the same form as Exhibit D attached hereto.

            Such  opinion  may express  its  reliance as to factual  matters on,
among other things specified in such opinion, the representations and warranties
made herein,  and on certificates  or other  documents  furnished by officers of
Seller.

            In rendering  the opinion  expressed  above,  such counsel may limit
such opinions to matters governed by the General Corporation Law of the State of
Delaware  and the laws of the State of New York and the United  States and shall
not be  required  to express any opinion  with  respect to the  registration  or
qualification  of  the  Certificates  under  any  applicable  state  or  federal
securities laws.

            (v) an opinion of Latham & Watkins, special counsel to Seller, dated
      the Closing Date,  substantially to the effect of the following (with such
      changes and modifications as Depositor may approve):

            Assuming  the due  authorization,  execution  and  delivery  of this
            Agreement by Seller, this Agreement  constitutes a valid and binding
            agreement of Seller,  enforceable  against Seller in accordance with
            its  terms,  except to the  extent  that  enforcement  hereof may be
            limited by (x) bankruptcy, insolvency, reorganization, moratorium or
            other  similar  laws now or  hereafter  in  effect  and (y)  general
            principles  of  equity  (regardless  of  whether  enforceability  is
            considered in a proceeding at law or in equity).

            Such  opinion  may express  its  reliance as to factual  matters on,
among other things specified in such opinion, the representations and warranties
made by, and on  certificates  or other  documents  furnished  by  officers  of,
Seller.

            In rendering the opinions  expressed  above,  such counsel may limit
such  opinions to matters  governed by the laws of the State of New York and the
United States to the extent specifically referred to.

            Such counsel shall also state that, on the basis of the  information
gained in the course of its representation of the Seller, considered in light of
its understanding of applicable law and the experience it has gained through its
practice,  nothing has come to its  attention in the course of its review of the
prospectus  dated October 12, 1999 and prospectus  supplement  dated November 4,
1999  (collectively,  the  "Prospectus")  relating to the  Depositor's  Mortgage
Pass-Through   Certificates,   Series  1999-C1  (the   "Certificates")  and  the
confidential  offering circular (the "Offering Circular") dated November 4, 1999
relating to certain classes of the  Certificates  that would cause it to believe
that as of its date or as of the Closing Date, the  information  relating to the
Subject  Mortgage  Loans in the  Prospectus  contained  or  contains  any untrue
statement  of a material  fact or omitted  or omits to state any  material  fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made,  not  misleading.

            (vi) such other certificates of Seller's officers or others and such
      other  documents to evidence  fulfillment  of the  conditions set forth in
      this Agreement as Depositor or its counsel may reasonably request.

            Section 5. Seller's Conditions to Closing. The obligations of Seller
under this Agreement shall be subject to the satisfaction,  on the Closing Date,
of the following conditions:

            (a) Each of the obligations of Depositor required to be performed by
      it on or prior to the Closing Date pursuant to the terms of this Agreement
      shall have been duly performed and complied with in all material respects;
      and all of the  representations  and  warranties  of Depositor  under this
      Agreement  shall be true and  correct in all  material  respects as of the
      Closing  Date;  and no event shall have occurred with respect to Depositor
      which,  with notice or the passage of time,  would  constitute  a material
      default under this Agreement,  and Seller shall have received certificates
      to that effect signed by authorized officers of Depositor.

            (b)  Seller  shall  have  received  all  of  the  following  closing
      documents,  in such forms as are agreed upon and reasonably  acceptable to
      Seller and Depositor,  duly executed by all signatories other than Seller,
      as required  pursuant to the respective  terms  thereof:

                  (A) an officer's  certificate  of  Depositor,  dated as of the
            Closing Date,  with the  resolutions  of Depositor  authorizing  the
            transactions set forth therein, together with copies of the charter,
            by-laws and  certificate  of good standing dated as of a recent date
            of Depositor; and

                  (B) such other certificates of its officers or others and such
            other documents  required to evidence  fulfillment of the conditions
            set forth in this  Agreement as Seller or its counsel may reasonably
            request.

            Section 6. Representations and Warranties of Seller.

            (a) Seller  represents  and  warrants  to  Depositor  as of the date
      hereof, as follows:

            (i) Seller is duly organized,  validly existing and in good standing
      under the laws of the  State of New  York.  Seller  has  conducted  and is
      conducting its business so as to comply in all material  respects with all
      applicable  statutes  and  regulations  of  regulatory  bodies or agencies
      having  jurisdiction  over it, except where the failure so to comply would
      not have a materially  adverse effect on the performance by Seller of this
      Agreement,  and  there  is  no  charge,  investigation,  action,  suit  or
      proceeding  before or by any court,  regulatory  authority or governmental
      agency or body pending or, to the knowledge of Seller,  threatened,  which
      is reasonably likely to materially and adversely affect the performance by
      Seller of this Agreement or the consummation of transactions  contemplated
      by this Agreement.

            (ii) Neither the execution and delivery by Seller of this Agreement,
      nor  the  compliance  by  Seller  with  the  provisions  hereof,  nor  the
      consummation by Seller of transactions contemplated by this Agreement will
      (I)  conflict  with or result in a breach of, or  constitute  a default or
      result in the  acceleration of any obligations  under,  the certificate of
      incorporation  of Seller or,  after  giving  effect to the consents or the
      taking of the actions  contemplated  by clause  (II) of this  subparagraph
      (ii), any of the  provisions of any law,  governmental  rule,  regulation,
      judgment,  decree or order  binding on Seller or its  properties or any of
      the provisions of any material indenture or mortgage or any other material
      contract or instrument to which Seller is a party or by which it or any of
      its  properties  is bound or result in the creation or  imposition  of any
      lien, charge or encumbrance upon any of its property pursuant to the terms
      of any such indenture,  mortgage, contract or other instrument (other than
      pursuant to this  Agreement)  or (II) require the consent of or notice to,
      or any filing with, any person, entity or governmental body, which has not
      been  obtained or made by Seller,  except  where,  in any of the instances
      contemplated by clause (I) above or this clause (II), the failure to do so
      will not have a material  adverse effect on any  transactions  relating to
      the sale of the Subject Mortgage Loans by Seller.

            (iii) The  execution and delivery by Seller of this  Agreement,  and
      the  consummation  of  transactions  contemplated by this Agreement on the
      terms  set  forth  herein,  have been  duly  authorized  by all  necessary
      corporate  action on the part of Seller and are within the corporate power
      of Seller,  and this  Agreement  has been duly  executed and  delivered by
      Seller and constitutes a legal, valid and binding instrument,  enforceable
      against  Seller  in  accordance  with its  terms,  subject  to  applicable
      bankruptcy,  reorganization,  insolvency,  moratorium  and  other  laws of
      general  applicability   relating  to  or  affecting  the  enforcement  of
      creditors' rights generally,  and to general  principles of equity and the
      discretion  of the  court  (regardless  of  whether  enforcement  of  such
      remedies  is  considered  in a  proceeding  in equity or at law).

            (iv) No consent,  approval,  authorization or order of, registration
      or filing  with,  or notice to any  federal,  state or local  governmental
      authority or court that has not been  obtained,  made or given is required
      in  connection  with  the  execution,  delivery  and  performance  of this
      Agreement by Seller.

            (v) Except as set forth on  Schedule V hereto,  the  representations
      and  warranties  contained in Exhibit A hereto are true and correct in all
      material  respects with respect to the MS Mortgage Loans as of the Closing
      Date.

            (b) In addition,  the Seller hereby  represents  and warrants to the
      Depositor  and its  assigns  the  following  with  respect  to the  FINOVA
      Mortgage Loans:

            (i) Seller has delivered to the Trustee the fully executed  original
      FINOVA  Capital  Mortgage Loan  Purchase  Agreement and FINOVA Owner Trust
      Mortgage Loan Purchase  Agreement,  redacted to delete the Redacted FINOVA
      Provisions;

            (ii) The FINOVA Capital Mortgage Loan Purchase  Agreement and FINOVA
      Owner Trust Mortgage Loan Purchase  Agreement are in full force and effect
      and have not been modified or amended in any material respect;

            (iii) The  obligations  of FINOVA Realty  Capital,  the FINOVA Owner
      Trust and FINOVA  Capital  Corporation  to cure or  repurchase an affected
      FINOVA Mortgage Loan for breach of representation or warranty as set forth
      in the FINOVA  Capital  Mortgage  Loan  Purchase  Agreement and the FINOVA
      Owner Trust  Mortgage  Loan  Purchase  Agreement  (the "FINOVA Loan Seller
      Obligations")  are the valid,  legal,  and binding  obligations  of FINOVA
      Realty  Capital,  the FINOVA Owner Trust and FINOVA  Capital  Corporation,
      enforceable against the FINOVA Realty Capital,  the FINOVA Owner Trust and
      FINOVA Capital Corporation in accordance with their terms;

            (iv) The FINOVA Loan  Seller  Obligations  have not been  previously
      assigned;

            (v) The FINOVA Loan Seller  Obligations are assignable in accordance
      with their terms and the Seller has the full right, power and authority to
      assign  those  sections  of the  FINOVA  Capital  Mortgage  Loan  Purchase
      Agreement and FINOVA Owner Trust Mortgage Loan Purchase Agreement assigned
      hereunder and all of the representations assigned hereunder; and

            (vi) The FINOVA Loan Seller  Obligations are not subject to, and are
      being  transferred to the Depositor (and  subsequently  to the Trust) free
      and clear of, any and all liens, pledges,  charges,  security interests or
      other encumbrances.

            (vii) Other than as noted on Schedule V hereto,  the  Mortgage  Loan
      Seller has no knowledge  that any of the  representations  and  warranties
      contained in the FINOVA Mortgage Capital Mortgage Loan Purchase  Agreement
      or the FINOVA Owner Trust  Mortgage Loan  Purchase  Agreement are not true
      and correct in all material respects as of the Closing Date.

            (viii)No scheduled  principal and interest under any FINOVA Mortgage
      Loan is 30 days or more delinquent as of the Closing Date.

            Section 7. Obligations of Seller.  Each of the  representations  and
warranties  contained in or required to be made by Seller  pursuant to Section 6
of this  Agreement  shall  survive the sale of the MS  Mortgage  Loans and shall
continue  in full force and  effect,  subject  to Section 14 of this  Agreement,
notwithstanding  any restrictive or qualified  endorsement on the mortgage notes
and notwithstanding  subsequent termination of this Agreement or the Pooling and
Servicing Agreement. The representations and warranties contained in or required
to be made by  Seller  pursuant  to  Section  6 of this  Agreement  shall not be
impaired by any review or examination  of the Mortgage Files or other  documents
evidencing or relating to the Subject  Mortgage Loans or any failure on the part
of Depositor to review or examine such  documents and shall inure to the benefit
of  any  initial  transferee  of  the  Subject  Mortgage  Loans  from  Depositor
including, without limitation, the Trustee for the benefit of the Holders of the
Certificates.

            Upon discovery of any Defect (as defined  herein) in a Mortgage File
related to a Subject  Mortgage  Loan,  Depositor or its assignee  shall promptly
notify Seller in writing of such Defect and request that Seller cure such Defect
within 90 days from the date  Seller  was  notified  of such  Defect;  provided,
however,  that if such Defect would cause such  Mortgage Loan to be other than a
"qualified  mortgage" under Section 860G(a)(3) of the Code, then such cure shall
be within 90 days of discovery of such Defect.  A document in the Mortgage  File
shall be deemed to have a "Defect" if (a) any  document  required to be included
in the Mortgage File is not in the possession of the Custodian, on behalf of the
Trustee,  within the time required to be delivered pursuant to this Agreement or
(b) such  document has not been properly  executed or is otherwise  defective on
its  face;  provided,  however,  that a  document  shall not be deemed to have a
Defect if such  Defect is caused by the  failure by  Depositor  to execute  such
document  after  having been  directed by Seller to execute  such  document.  If
Seller does not correct or cure such Defect  within such  period,  Seller  shall
purchase such Mortgage Loan from the Trust Fund at the Purchase  Price  pursuant
to Section 2.03 of the Pooling and Servicing Agreement.

            Within  90 days of the  receipt  of  written  notice  by Seller of a
breach (a "Breach") of any of the  representations,  warranties  or covenants of
Seller  with  respect  to the MS  Mortgage  Loans set forth in Exhibit A to this
Agreement or, with respect to the FINOVA  Mortgage Loans,  the  representations,
warranties  and  covenants  contained  in Section  6(b)  hereof (or, if any such
Breach  would  cause the  Subject  Mortgage  Loan to be other than a  "qualified
mortgage" under Section  860G(a)(3) of the Code,  within 90 days of discovery of
the Breach),  which, in either case, materially and adversely affects either (i)
the  interests  of Depositor or the  Certificateholders  in the related  Subject
Mortgage  Loan or (ii) the value of the related MS Mortgage  Loan,  Seller shall
cure such Breach and, if Seller does not correct or cure such Breach within such
period,  or if such Breach  cannot be so cured,  then Seller shall  purchase the
affected Subject Mortgage Loan at the Purchase Price pursuant to Section 2.03 of
the Pooling and Servicing  Agreement.  If Seller is required to  repurchase  any
Subject  Mortgage  Loan that is part of a Mortgage  Group (as  defined  herein),
Seller shall also be required to repurchase  the remaining MS Mortgage  Loans in
such Mortgage Group.  For purposes of this paragraph,  a "Mortgage Group" is any
group of MS Mortgage  Loans  identified  as a Mortgage  Group on Schedule III to
this Agreement.

            The  Purchase  Price  for any  repurchased  Mortgage  Loan  shall be
payable to Depositor or,  subsequent to the  assignment of the MS Mortgage Loans
to the Trustee,  the Trustee as its assignee,  by wire  transfer of  immediately
available  funds to the account  designated  by Depositor or its  assignee,  and
Depositor or its assignee,  upon receipt of such funds,  shall promptly  release
the  related  Mortgage  File or cause it to be  released,  to  Seller  and shall
execute and deliver such  instruments  of transfer or  assignment,  in each case
without recourse,  as shall be necessary to vest in Seller title to any Mortgage
Loan released  pursuant  hereto.  The Depositor or the Servicer,  as applicable,
shall deliver to Seller an officer's  certificate  setting forth the calculation
of the Purchase Price.

            Section 8.  Representations  and Warranties of Depositor.  Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:

            (a)  Depositor  is  duly  organized  and is  validly  existing  as a
      corporation in good standing under the laws of the State of Delaware, with
      full  corporate  power and  authority  to own its assets and  conduct  its
      business  as  it  is  conducted,  and  is  duly  qualified  as  a  foreign
      corporation in good standing in all  jurisdictions  in which the ownership
      or lease of its  property or the  conduct of its  business  requires  such
      qualification  (except  where  the  failure  to  qualify  would not have a
      materially   adverse  effect  on  the  consummation  of  any  transactions
      contemplated by this Agreement).

            (b) The  execution  and delivery by Depositor of this  Agreement and
      the  performance  of  Depositor's  obligations  hereunder  are  within the
      corporate  power of Depositor  and have been duly  authorized by Depositor
      and neither the execution and delivery by Depositor of this  Agreement nor
      the  compliance  by  Depositor  with  the  provisions   hereof,   nor  the
      consummation  by  Depositor  of  the  transactions  contemplated  by  this
      Agreement,  will (i) conflict with or result in a breach of, or constitute
      a default under,  the certificate of incorporation or by-laws of Depositor
      or,  after  giving  effect  to the  consents  or  taking  of  the  actions
      contemplated  by clause (ii) of this  paragraph (b), any of the provisions
      of any law,  governmental  rule,  regulation,  judgment,  decree  or order
      binding on Depositor or its  properties,  or any of the  provisions of any
      material  indenture  or mortgage or any other  material  contract or other
      instrument to which Depositor is a party or by which it is bound or result
      in the creation or imposition of any lien,  charge or encumbrance upon any
      of its properties  pursuant to the terms of any such indenture,  mortgage,
      contract or other  instrument or (ii) require the consent of or notice to,
      or any filing with any person,  entity or governmental body, which has not
      been obtained or made by Depositor,  except where, in any of the instances
      contemplated by clause (i) above or this clause (ii), the failure to do so
      will not have a material  and adverse  effect on the  consummation  of any
      transactions  contemplated by this Agreement.

            (c) This Agreement has been duly executed and delivered by Depositor
      and this  Agreement  constitutes  a legal,  valid and binding  instrument,
      enforceable against Depositor in accordance with its terms, subject, as to
      the  enforcement of remedies,  to applicable  bankruptcy,  reorganization,
      insolvency,  moratorium  and other laws  affecting the rights of creditors
      generally and to general  principles  of equity and the  discretion of the
      court (regardless of whether enforcement of such remedies is considered in
      a proceeding in equity or at law).

            (d) There is no litigation,  charge, investigation,  action, suit or
      proceeding by or before any court,  regulatory  authority or  governmental
      agency or body  pending  or, to the  knowledge  of  Depositor,  threatened
      against  Depositor  the outcome of which could be  reasonably  expected to
      materially  and  adversely  affect the  consummation  of any  transactions
      contemplated by this Agreement.

            Section 9.  Survival  of  Certain  Representations,  Warranties  and
Covenants.  The respective  representations  and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 11 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf  of any  party and will  survive  payment  for the  various  transfers
referred  to herein and  delivery of the  Certificates  or  termination  of this
Agreement.

            Section 10.  Accountant's  Letters.  On or before the Closing  Date,
PriceWaterhouseCoopers LLP will have reviewed the characteristics of the Subject
Mortgage Loans  described in (a) the Mortgage Loan Schedule  attached hereto and
set forth as an exhibit  to the  Pooling  and  Servicing  Agreement  and (b) the
computer  disk  prepared by Seller and  provided to  Depositor  and will compare
those characteristics to, and ensure their agreement with (i) the description of
the Subject  Mortgage  Loans  contained  in the  Prospectus  Supplement  and the
Offering Circular, respectively; (ii) original documentation and files of Seller
maintained  with  respect  to each  Mortgage  Loan;  and  (iii)  if  applicable,
information  with respect to such Subject Mortgage Loans contained in the report
on Form 8-K to be filed by Depositor with the Commission in connection  with the
offering  of  the  Certificates.   Seller  will  cooperate  with  Depositor  and
PriceWaterhouseCoopers  LLP in making  available all  information and taking all
steps reasonably necessary to permit such accountants to complete the review set
forth in this  Section 10 and to deliver the letters  required of them under the
Underwriting  Agreement  and the  Certificate  Purchase  Agreement.

            Section 11. Expenses;  Recording  Costs.  Seller and Depositor agree
that  expenses  shall be paid in  accordance  with the Letter of  Understanding.


            Section  12.  Notices.  All  communications  hereunder  will  be  in
writing, and, (a) if sent to Depositor,  will be mailed, delivered or telecopied
and confirmed to it at Credit  Suisse First Boston  Mortgage  Securities  Corp.,
Eleven Madison Avenue, 5th Floor, New York, New York 10010, Attention:  Allan J.
Baum,  Telecopy No.: (212) 325-8162;  and (b) if sent to Seller, will be mailed,
delivered or  telecopied to it at Morgan  Stanley  Mortgage  Capital Inc.,  1585
Broadway, New York, New York 10036, Attention: John Kessler, Telecopy No.: (212)
761-0350.

            Section 13.  Examination of Mortgage Files. Upon reasonable  notice,
Seller,  prior to the Closing Date,  will make the Mortgage  Files  available to
Depositor or its agent for examination  during normal business hours at Seller's
offices or such other  location as shall  otherwise  be agreed upon by Depositor
and Seller.  The fact that Depositor or its agent has conducted or has failed to
conduct any  partial or complete  examination  of the  Mortgage  Files shall not
affect  the  rights  of  Depositor  or  the  Trustee  (for  the  benefit  of the
Certificateholders)  to demand  cure,  repurchase,  or other  relief as provided
herein.

            Section 14. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their  respective  successors
and legal  representatives,  and nothing expressed in this Agreement is intended
or shall be construed  to give any other  person any legal or  equitable  right,
remedy or claim under or in respect of this Agreement,  or any provisions herein
contained,  this  Agreement  and all  conditions  and  provisions  hereof  being
intended to be and being for the sole and exclusive  benefit of such persons and
for the benefit of no other person; it being understood that (a) the indemnities
of Seller contained in that certain Indemnification  Agreement dated November 5,
1999 among Seller,  Depositor and the  Underwriters,  subject to all limitations
therein  contained,  shall also be for the benefit of the officers and directors
of  Depositor,  the  Underwriters  and the Initial  Purchaser  and any person or
persons who control Depositor, the Underwriters and the Initial Purchaser within
the meaning of Section 15 of the  Securities  Act or Section 20 of the 1934 Act,
and (b) the  rights of  Depositor  pursuant  to this  Agreement,  subject to all
limitations  herein  contained,  including  those set forth in Section 9 of this
Agreement,  may be  assigned  to the  Trustee as may be  required  to effect the
purposes of the Pooling and Servicing  Agreement and, upon such assignment,  the
Trustee  shall  succeed to such  rights of  Depositor  hereunder.  No owner of a
Certificate  issued  pursuant to the Pooling and  Servicing  Agreement  shall be
deemed a successor  because of such ownership.

            Section 15.  Governing  Law.  THIS  AGREEMENT  SHALL BE GOVERNED AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO
AGREEMENTS TO BE MADE AND PERFORMED  ENTIRELY  WITHIN SUCH STATE WITHOUT  GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.

            Section 16.  Severability.  If any provision of this Agreement shall
be  prohibited  or  invalid  under  applicable  law,  this  Agreement  shall  be
ineffective  only to such extent,  without  invalidating  the  remainder of this
Agreement.

            Section  17.  Further  Assurances.  Depositor  and  Seller  agree to
execute and deliver such  instruments and take such actions as the other parties
may, from time to time,  reasonably  request in order to effectuate  the purpose
and to carry out the terms of this  Agreement.

            Section  18.  Counterparts.   This  Agreement  may  be  executed  in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and  delivered  will be an original,  and all of which
together will be deemed to constitute but one and the same  instrument.

            Section  19.  Treatment  as  Security  Agreement.  It is the express
intent of the parties hereto that the  conveyance of the Subject  Mortgage Loans
by Seller to Depositor as provided in this  Agreement be, and be construed as, a
sale of the Subject Mortgage Loans by Seller to Depositor.  It is, further,  not
the  intention  of the parties  that such  conveyance  be deemed a pledge of the
Subject  Mortgage  Loans  by  Seller  to  Depositor  to  secure  a debt or other
obligation of Seller. However, in the event that,  notwithstanding the intent of
the parties,  the Subject Mortgage Loans are held to be property of Seller or if
for any reason this Agreement is held or deemed to create a security interest in
the Subject  Mortgage  Loans:

            (a) this Agreement shall hereby create a security  agreement  within
      the meaning of Articles 8 and 9 of the Uniform  Commercial  Code in effect
      in the applicable state;

            (b) the conveyance provided for in this Agreement shall hereby grant
      from  Seller to  Depositor  a security  interest in and to all of Seller's
      right, title, and interest,  whether now owned or hereafter  acquired,  in
      and to:

                  (i)  all  accounts,   contract  rights,  general  intangibles,
      chattel  paper,   instruments,   documents,   money,   deposit   accounts,
      certificates of deposit,  goods, letters of credit,  advices of credit and
      investment  property consisting of, arising from or relating to any of the
      property  described in the Subject  Mortgage Loans,  including the related
      Mortgage Notes, Mortgages and title, hazard and primary mortgage insurance
      policies   identified  on  the  Mortgage  Loan  Schedule,   including  all
      replacement  Subject  Mortgage Loans, and all  distributions  with respect
      thereto payable on and after the Cut-off Date;

                  (ii)  all  accounts,  contract  rights,  general  intangibles,
      chattel  paper,   instruments,   documents,   money,   deposit   accounts,
      certificates of deposit,  goods, letters of credit,  advices of credit and
      investment  property  arising from or by virtue of the  disposition of, or
      collections  with respect to, or insurance  proceeds  payable with respect
      to, or claims  against  other  persons with respect to, all or any part of
      the  collateral  described in (i) above  (including  any accrued  discount
      realized on liquidation of any investment purchased at a discount); and

                  (iii)  all  cash  and  non-cash  proceeds  of  the  collateral
      described in (i) and (ii) above;

            (c) the  possession  by  Depositor  or its  assignee of the Mortgage
      Notes, the Mortgages and such other goods,  letters of credit,  advices of
      credit,  instruments,  money,  documents,  chattel  paper or  certificated
      securities  shall be  deemed  to be  possession  by the  secured  party or
      possession  by a  purchaser  or a  person  designated  by him or her,  for
      purposes  of  perfecting  the  security  interest  pursuant to the Uniform
      Commercial Code (including,  without limitation,  Sections 9-305 and 9-115
      thereof) as in force in the relevant  jurisdiction;  and

            (d)   notifications   to  persons   holding   such   property,   and
      acknowledgments,   receipts,   confirmations  from  persons  holding  such
      property,  shall be deemed  to be  notifications  to, or  acknowledgments,
      receipts  or  confirmations  from,  financial  intermediaries,  bailees or
      agents  of, or  persons  holding  for (as  applicable),  Depositor  or its
      assignee  for the  purpose of  perfecting  such  security  interest  under
      applicable  law.  Seller,  Depositor or their assignee at the direction of
      Seller shall,  to the extent  consistent  with this  Agreement,  take such
      actions as may be necessary to ensure that, if this  Agreement were deemed
      to  create a  security  interest  in the  Subject  Mortgage  Loans and the
      proceeds  thereof,  such security  interest would be a perfected  security
      interest of first priority under  applicable law and will be maintained as
      such  throughout  the  term of this  Agreement.  In  connection  herewith,
      Depositor and its assignee  shall have all of the rights and remedies of a
      secured party and creditor under the Uniform  Commercial  Code as in force
      in the relevant jurisdiction.

            Section 20.  Recordation  of Agreement.  To the extent  permitted by
applicable  law, this Agreement is subject to recordation  following the Closing
Date in all  appropriate  public  offices for real  property  records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the  Mortgages  are  situated,  and in any other  appropriate  public
recording  office or  elsewhere,  such  recordation  to be effected by Seller at
Seller's  expense at the  direction  of Depositor  accompanied  by an Opinion of
Counsel to the effect that such recordation  materially and beneficially affects
the interests of Depositor.

                                    * * *



<PAGE>




            IN WITNESS  WHEREOF,  the parties  hereto have caused this  Mortgage
Loan  Purchase  Agreement to be duly  executed  and  delivered as the date first
above written.


                                 MORGAN STANLEY MORTGAGE CAPITAL INC.,
                                    as Seller


                                 By: /s/ Russell A. Rahbany
                                    --------------------------------------
                                    Name:  Russell A. Rahbany
                                    Title: Vice President


                                 CREDIT SUISSE FIRST BOSTON MORTGAGE
                                 SECURITIES CORP.,
                                    as Depositor


                                 By: /s/ Allan J. Baum
                                    --------------------------------------
                                    Name:  Allan J. Baum
                                    Title: Vice President



<PAGE>



                                                                      SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction  Terms is appended to and  incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of October 11, 1999, between Morgan Stanley Mortgage Capital Inc. (the "Seller")
and Credit Suisse First Boston  Mortgage  Securities  Corp.  (the  "Depositor").
Capitalized terms used herein without definition have the meanings given them in
or by reference in the  Agreement  or, if not defined in the  Agreement,  in the
Pooling and Servicing Agreement,  the Underwriting  Agreement or the Certificate
Purchase Agreement, as the case may be.

            "Borrower" means the borrower under the Mortgage Loan.

            "Certificate  Purchase  Agreement"  means the  Certificate  Purchase
Agreement, dated November 5, 1999, between Depositor and the Initial Purchaser.

            "Certificates"  means each class of the Credit  Suisse  First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates,  Series
1999-C1.

            "Closing Date" means November 10, 1999.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Cut-off Date" means October 11, 1999.

            "Environmental  Report"  means the  environmental  audit report with
respect to each Mortgaged  Property  delivered to Seller in connection  with the
related Mortgage, if any.

            "Initial Purchaser" means Credit Suisse First Boston Corporation.

            "Investment  Officer"  means any  employee of Seller  designated  by
Seller as an "investment  officer" or whose title includes the words "investment
officer."

            "Loan Agreement"  means, with respect to any Mortgage Loan, the loan
agreement,  if any,  between the Originator and the Borrower,  pursuant to which
such Mortgage Loan was made.

            "Mortgage Loan Pool" means the pool of Mortgage Loans, which are the
primary assets of the Trust Fund.

            "Mortgage Loan Purchase Price" means the amount described in Section
2 of the Agreement.

            "Offered  Certificates"  means the Class A-1,  Class A-2, Class A-X,
Class B, Class C, Class D, Class E and Class F Certificates.

            "Offering  Circular" means the confidential  offering circular dated
November 4, 1999, describing certain classes of the Certificates.

            "Originator"  means any institution which originated a Mortgage Loan
for a related Borrower.

            "Pooling and  Servicing  Agreement"  means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of October
11, 1999, among the Servicer,  the Special Servicer,  Depositor and the Trustee,
including the Mortgage Loan Schedule annexed thereto.

            "Prospectus" means the Prospectus, dated October 12, 1999.

            "Prospectus  Supplement"  means  the  Prospectus  Supplement,  dated
October 12, 1999, relating to the Offered Certificates.

            "Subject  Mortgage  Loans"  means the  mortgage  loans to be sold to
Depositor  pursuant to the  Agreement,  specifically  identified in the Mortgage
Loan Schedule to the Agreement.

            "Underwriters"  means Credit  Suisse First  Boston  Corporation  and
Morgan Stanley & Co. Incorporated.

            "Underwriting  Agreement"  means the Underwriting  Agreement,  dated
November 5, 1999, between Depositor and the Underwriters.



<PAGE>



                                                                   SCHEDULE II-A

                            MS MORTGAGE LOAN SCHEDULE




<PAGE>



                                                                   SCHEDULE II-B



                      FINOVA CAPITAL MORTGAGE LOAN SCHEDULE




<PAGE>



                                                                   SCHEDULE II-C



                    FINOVA OWNER TRUST MORTGAGE LOAN SCHEDULE




<PAGE>



                                                                    SCHEDULE III



                   MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS



Loan No. 21 (Capetown  Plaza Shopping  Center),  Loan No. 22 (Lewis County Mall)
and Loan No. 23 (Tampa Plaza Shopping Center)



<PAGE>



                                                                     SCHEDULE IV



                     MORTGAGE LOANS WITH LOST MORTGAGE NOTES


None




<PAGE>



                                                                      SCHEDULE V


       EXCEPTIONS WITH RESPECT TO SELLER'S REPRESENTATIONS AND WARRANTIES


      Reference is made to the  Representation and Warranty contained in Section
6(b)(vii):


            Loan No. 95, Murray's Discount Auto Store - The Seller is aware that
            the borrower under the Murray's Discount Auto Store Summary Mortgage
            Loan is  currently  less than 30 days  delinquent  in payment of its
            real estate  taxes.  The Mortgage Loan Seller  understands  that the
            Borrower  timely  provided  for a portion of its current real estate
            taxes but has disputed a recent increase in the amount of such taxes
            and  therefore is  delinquent  in an amount  equal to  approximately
            $36,000.



<PAGE>



                                                                       EXHIBIT A

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                         REGARDING THE MS MORTGAGE LOANS

            The Seller  represents  and warrants  with respect to each  Mortgage
Loan, as applicable, that as of the Closing Date:

            (i) Schedule  II-A.  The  information  set forth in Schedule II-A is
complete,  true and  correct  in all  material  respects  as of the date of this
Agreement and as of the Cut-off Date.

            (ii) Whole Loan;  Ownership of Mortgage Loans. Each Mortgage Loan is
a whole loan and not a  participation  interest in a mortgage loan.  Immediately
prior to the transfer to the  Purchaser of the  Mortgage  Loans,  the Seller had
good title to, and was the sole owner of,  each  Mortgage  Loan.  The Seller has
full right,  power and  authority  to transfer  and assign each of the  Mortgage
Loans to or at the direction of the  Purchaser  and has validly and  effectively
conveyed (or caused to be conveyed) to the  Purchaser or its designee all of the
Seller's  legal and  beneficial  interest in and to the Mortgage  Loans free and
clear of any and all pledges,  liens,  charges,  security interests and/or other
encumbrances.  The sale of the Mortgage  Loans to the  Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained.

            (iii) Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-off Date, and
no  Mortgage  Loan was 30 days or more  delinquent  in the  twelve-month  period
immediately preceding the Cut-off Date.

            (iv) Lien; Valid  Assignment.  The Mortgage related to and delivered
in connection  with each Mortgage Loan  constitutes a valid and,  subject to the
exceptions set forth in paragraph (xiii) below,  enforceable first priority lien
upon the related  Mortgaged  Property,  which  includes  all  buildings  located
thereon and all  fixtures  thereto,  prior to all other liens and  encumbrances,
except for (a) the lien for current  real estate taxes and  assessments  not yet
due and payable,  (b)  covenants,  conditions and  restrictions,  rights of way,
easements  and other matters that are of public record and/or are referred to in
the related  lender's  title  insurance  policy,  (c)  exceptions and exclusions
specifically  referred to in such lender's title insurance policy, and (d) other
matters to which like  properties  are commonly  subject,  none of which matters
referred  to in  clauses  (b),  (c) or (d),  individually  or in the  aggregate,
materially  interferes  with  the  security  intended  to be  provided  by  such
Mortgage,  the marketability,  value or current use of the Mortgaged Property or
the current  ability of the  Mortgaged  Property to  generate  operating  income
sufficient  to service the Mortgage Loan debt (the  foregoing  items (a) through
(d) being  herein  referred  to as the  "Permitted  Encumbrances").  The related
assignment of such Mortgage executed and delivered in favor of the Trustee is in
recordable  form  and  constitutes  a  legal,  valid  and  binding   assignment,
sufficient to convey to the assignee named therein all of the assignor's  right,
title and interest in, to and under such Mortgage. Such Mortgage,  together with
any separate security agreements,  chattel mortgages or equivalent  instruments,
establishes  and  creates a valid and,  subject to the  exceptions  set forth in
paragraph  (xiii) below,  enforceable  security  interest in favor of the holder
thereof  in all of the  related  Mortgagor's  personal  property  used  in,  and
reasonably  necessary  to operate,  the related  Mortgaged  Property.  A Uniform
Commercial Code financing statement has been filed and/or recorded in all places
necessary to perfect a valid security  interest in such personal  property,  and
such security  interest is a first priority  security  interest,  subject to any
prior  purchase  money  security  interest  in such  personal  property  and any
personal property leases applicable to such personal  property.  Notwithstanding
the foregoing,  no  representation  is made as to the perfection of any security
interest in rents or other  personal  property to the extent that  possession or
control  of such items or  actions  other than the filing of Uniform  Commercial
Code financing statements are required in order to effect such perfection.

            (v)  Assignment  of Leases and Rents.  The  Assignment of Leases set
forth in the  Mortgage  and related to and  delivered  in  connection  with each
Mortgage Loan  establishes and creates a valid,  subsisting and,  subject to the
exceptions set forth in paragraph (xiii) below,  enforceable first priority lien
and first priority security interest in the related Mortgagor's  interest in all
leases, sub-leases, licenses or other agreements pursuant to which any person is
entitled  to occupy,  use or  possess  all or any  portion of the real  property
subject to the related Mortgage, and each assignor thereunder has the full right
to assign the same.  The related  assignment of any  Assignment  of Leases,  not
included in a Mortgage,  executed  and  delivered  in favor of the Trustee is in
recordable  form  and  constitutes  a  legal,  valid  and  binding   assignment,
sufficient to convey to the assignee named therein all of the assignor's  right,
title and interest in, to and under such Assignment of Leases.

            (vi) Mortgage  Status;  Waivers and  Modifications.  No Mortgage has
been  satisfied,  cancelled,  rescinded or  subordinated in whole or in material
part, and the related Mortgaged  Property has not been released from the lien of
such  Mortgage,  in whole  or in  material  part,  nor has any  instrument  been
executed that would effect any such satisfaction,  cancellation,  subordination,
rescission or release,  except for any partial  reconveyances of portions of the
real property that do not materially adversely affect the value of the property.
None of the terms of any Mortgage  Note,  Mortgage or  Assignment  of Leases has
been  impaired,  waived,  altered or modified in any respect,  except by written
instruments, all of which are included in the related Mortgage File.

            (vii) Condition of Property; Condemnation. Except as set forth in an
engineering  report  prepared in connection  with the origination of the related
Mortgage Loan, each Mortgaged Property is, to the Seller's  knowledge,  free and
clear of any damage  that would  materially  and  adversely  affect its value as
security for the related Mortgage Loan. The Seller has received no notice of the
commencement  of any  proceeding  for the  condemnation  of all or any  material
portion of any Mortgaged  Property.  To the Seller's knowledge (based on surveys
and/or  title  insurance  obtained in  connection  with the  origination  of the
Mortgage Loans), as of the date of the origination of each Mortgage Loan, all of
the  material   improvements  on  the  related  Mortgaged  Property  which  were
considered  in  determining  the appraised  value of the Mortgaged  Property lay
wholly within the  boundaries and building  restriction  lines of such property,
except  for  encroachments  that  are  insured  against  by the  lender's  title
insurance  policy  referred to herein or that do not  materially  and  adversely
affect  the  value  or  marketability  of  such  Mortgaged   Property,   and  no
improvements on adjoining properties  materially  encroached upon such Mortgaged
Property so as to materially and adversely  affect the value or marketability of
such Mortgaged Property,  except those encroachments that are insured against by
the Title Policy referred to herein.

            (viii) Title  Insurance.  Each  Mortgaged  Property is covered by an
American  Land Title  Association  (or an  equivalent  form of)  lender's  title
insurance  policy  or a  marked-up  title  insurance  commitment  (on  which the
required premium has been paid) which evidences such title insurance policy (the
"Title Policy") in the original  principal  amount of the related  Mortgage Loan
after all  advances of  principal.  Each Title  Policy  insures that the related
Mortgage is a valid first priority lien on such Mortgaged Property, subject only
to  Permitted  Encumbrances.  Each Title Policy (or, if it has yet to be issued,
the coverage to be provided  thereby) is in full force and effect,  all premiums
thereon have been paid and no material  claims have been made  thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission,  anything that would materially  impair the coverage under such
Title Policy.  Immediately  following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the  coverage to be provided  thereby)  will inure to the benefit of the Trustee
without the consent of or notice to the insurer. To the Seller's knowledge,  the
insurer   issuing  such  Title  Policy  is  qualified  to  do  business  in  the
jurisdiction in which the related Mortgaged Property is located.

            (ix) No  Holdbacks.  The  proceeds of each  Mortgage  Loan have been
fully  disbursed  and there is no  obligation  for future  advances with respect
thereto.  With respect to each Mortgage  Loan,  any and all  requirements  as to
completion of any on-site or off-site improvement and as to disbursements of any
funds  escrowed  for such  purpose  that were to have been  complied  with on or
before the Closing Date have been  complied  with, or any such funds so escrowed
have not been released.

            (x)  Mortgage  Provisions.  The  Mortgage  Note or Mortgage for each
Mortgage  Loan,  together  with  applicable  state law,  contains  customary and
enforceable provisions (subject to the exceptions set forth in paragraph (xiii))
such as to render the rights and remedies of the holder thereof adequate for the
practical  realization  against the related Mortgaged  Property of the principal
benefits of the security  intended to be provided  thereby.  Each  Mortgage Loan
contains a "due on sale"  clause,  which  provides for the  acceleration  of the
payment of the unpaid  principal  balance of the Mortgage Loan if, without prior
written  consent  of the holder of the  Mortgage,  the  property  subject to the
Mortgage or any material  portion  thereof,  is transferred,  sold or encumbered
other than the junior  liens  listed on  Schedule B attached  hereto;  provided,
however,  that certain  Mortgage Loans provide a mechanism for the assumption of
the  loan  by a  third  party  upon  the  Mortgagor's  satisfaction  of  certain
conditions precedent, and upon payment of a transfer fee, if any.

            (xi)  Trustee  under  Deed of Trust.  If any  Mortgage  is a deed of
trust,  (1) a trustee,  duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage, and (2) no fees or expenses
are  payable to such  trustee by the Seller,  the  Purchaser  or any  transferee
thereof except in connection  with a trustee's sale after default by the related
Mortgagor  or in  connection  with any full or partial  release  of the  related
Mortgaged Property or related security for the related Mortgage Loan.

            (xii)  Environmental  Conditions.  An environmental  site assessment
meeting the  requirements  of the American  Society of Testing and Materials was
performed  with  respect  to each  Mortgaged  Property  in  connection  with the
origination of the related  Mortgage Loan, a report of each such  assessment (an
"Environmental Report") has been delivered to the Purchaser,  and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting  any Mortgaged  Property  that was not disclosed in such report.  Each
Mortgage requires the related  Mortgagor to comply with all applicable  federal,
state  and local  environmental  laws and  regulations.  Where  such  assessment
disclosed  the  existence of a material and adverse  environmental  condition or
circumstance  affecting any Mortgaged  Property,  (i) a party not related to the
Mortgagor  was  identified  as the  responsible  party  for  such  condition  or
circumstance  or (ii) the  related  Mortgagor  was  required  either to  provide
additional  security  which was deemed to be  sufficient  by the  originator  to
remediate the problem and/or to obtain an operations and maintenance plan.

            (xiii) Loan Document Status.  Each Mortgage Note, Mortgage and other
agreement  that evidences or secures a Mortgage Loan and that was executed by or
on behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof  (subject to any non-recourse  provisions  contained in any of
the foregoing  agreements and any  applicable  state  anti-deficiency  or market
value limit deficiency  legislation),  enforceable in accordance with its terms,
except  as  such   enforcement   may  be  limited  by  bankruptcy,   insolvency,
reorganization  or other similar laws  affecting the  enforcement  of creditors'
rights  generally,  and by general  principles of equity  (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related  Mortgagor  with  respect  to such  Mortgage  Note,  Mortgage  or  other
agreements.

            (xiv)  Insurance.  Each  Mortgaged  Property  is,  and  is  required
pursuant  to the  related  Mortgage,  to be insured  by (a) a fire and  extended
perils insurance  policy providing  coverage against loss or damage sustained by
reason of fire, lightning,  windstorm,  hail, explosion,  riot, riot attending a
strike,  civil  commotion,  aircraft,  vehicles  and smoke,  and,  to the extent
required as of the date of  origination  by the originator of such Mortgage Loan
consistent with its normal commercial mortgage lending practices,  against other
risks insured  against by persons  operating like  properties in the locality of
the  Mortgaged  Property in an amount not less than the lesser of the  principal
balance of the related  Mortgage Loan and the replacement  cost of the Mortgaged
Property  with no  deduction  for  depreciation,  and not less  than the  amount
necessary to avoid the operation of any co-insurance  provisions with respect to
the Mortgaged  Property;  (b) a business  interruption  or rental loss insurance
policy, in an amount at least equal to six months of operations of the Mortgaged
Property; (c) a flood insurance policy (if any portion of the buildings or other
structures  on  Mortgaged  Property  are  located in an area  identified  by the
Federal Emergency Management Agency as having special flood hazards);  and (d) a
comprehensive  general  liability  insurance  policy in amounts as are generally
required  by  commercial  mortgage  lenders,  and in any  event not less than $1
million per  occurrence.  Such insurance  policy  contains a standard  mortgagee
clause that names the  mortgagee as an  additional  insured and  requires  prior
notice to the holder of the Mortgage of  termination  or  cancellation.  No such
notice has been received,  including any notice of nonpayment of premiums,  that
has not been cured.  Each Mortgage  obligates the related  Mortgagor to maintain
all such insurance and, upon such Mortgagor's  failure to do so,  authorizes the
holder of the Mortgage to maintain such  insurance at the  Mortgagor's  cost and
expense and to seek  reimbursement  therefor from such Mortgagor.  Each Mortgage
provides  that  casualty  insurance  proceeds  will  be  applied  either  to the
restoration or repair of the related  Mortgaged  Property or to the reduction of
the principal amount of the Mortgage Loan.

            (xv) Taxes and  Assessments.  As of the Closing  Date,  there are no
delinquent  or unpaid taxes or  assessments  (including  assessments  payable in
future  installments),  or other  outstanding  charges  affecting  any Mortgaged
Property  which are or may become a lien of priority equal to or higher than the
lien of the related Mortgage.  For purposes of this representation and warranty,
real property  taxes and  assessments  shall not be considered  unpaid until the
date on which interest and/or penalties would be first payable thereon.

            (xvi)  Mortgagor  Bankruptcy.  No  Mortgagor  is,  to  the  Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

            (xvii) Leasehold  Estate.  Each Mortgaged  Property  consists of the
related Mortgagor's fee simple estate in real estate or, if the related Mortgage
Loan is secured in whole or in part by the  interest of a Mortgagor  as a lessee
under a ground lease of a Mortgaged Property (a "Ground Lease"),  by the related
Mortgagor's  interest in the Ground Lease but not by the related fee interest in
such  Mortgaged  Property  (the  "Fee  Interest"):

                  (A) Such Ground Lease or a memorandum thereof has been or will
            be duly recorded;  such Ground Lease (or the related estoppel letter
            or lender  protection  agreement  between  the  Seller  and  related
            lessor)  permits  the  current  use of the  Mortgaged  Property  and
            permits the interest of the lessee  thereunder  to be  encumbered by
            the related  Mortgage;  and there has been no material change in the
            payment  terms of such  Ground  Lease since the  origination  of the
            related  Mortgage  Loan,  with the  exception  of  material  changes
            reflected  in  written  instruments  that are a part of the  related
            Mortgage File;

                  (B) The lessee's  interest in such Ground Lease is not subject
            to any liens or encumbrances superior to, or of equal priority with,
            the related Mortgage, other than Permitted Encumbrances;

                  (C)  The   Mortgagor's   interest  in  such  Ground  Lease  is
            assignable  to the  Purchaser  and its  successors  and assigns upon
            notice to, but without the consent of, the lessor thereunder (or, if
            such consent is required,  it has been obtained prior to the Closing
            Date)  and,  in  the  event  that  it is  so  assigned,  is  further
            assignable  by the  Purchaser  and its  successors  and assigns upon
            notice  to, but  without  the need to obtain the  consent  of,  such
            lessor;

                  (D) Such  Ground  Lease is in full  force  and  effect  and no
            material  amendment  to such  Ground  Lease is binding on  mortgagee
            unless mortgagee has consented thereto,  and the Seller has received
            no notice that an event of default has occurred thereunder,  and, to
            the Seller's knowledge,  there exists no condition that, but for the
            passage of time or the giving of notice, or both, would result in an
            event of default under the terms of such Ground Lease;

                  (E)  Such  Ground  Lease,  or  an  estoppel  letter  or  other
            agreement,  (A)  requires the lessor under such Ground Lease to give
            notice of any  default by the lessee to the holder of the  Mortgage;
            and (B)  provides  that no notice of  termination  given  under such
            Ground Lease is effective  against the holder of the Mortgage unless
            a copy of such  notice  has been  delivered  to such  holder and the
            lessor has  offered  to enter  into a new lease with such  holder on
            terms that do not  materially  vary from the  economic  terms of the
            Ground Lease.

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

                  (G) Such Ground  Lease has an  original  term  (including  any
            extension options set forth therein) which extends not less than ten
            years beyond the Stated Maturity Date of the related Mortgage Loan;

                  (H)  Under  the terms of such  Ground  Lease  and the  related
            Mortgage,   taken  together,   any  related  insurance  proceeds  or
            condemnation award awarded to the mortgagee,  will be applied either
            (A) to the  repair  or  restoration  of all or part  of the  related
            Mortgaged Property,  with the mortgagee or a trustee appointed by it
            the  related  Mortgage  having the right to hold and  disburse  such
            proceeds  as the repair or  restoration  progresses  (except in such
            cases where a provision entitling another party to hold and disburse
            such proceeds would not be viewed as commercially  unreasonable by a
            prudent  commercial  mortgage lender),  or (B) to the payment of the
            outstanding principal balance of the Mortgage Loan together with any
            accrued interest thereon; and

                  (I) Such  Ground  Lease does not impose  any  restrictions  on
            subletting  which would be viewed as  commercially  unreasonable  by
            prudent  commercial  mortgage  lenders in the lending area where the
            Mortgaged Property is located.

            (xviii) Escrow Deposits.  All escrow deposits and payments  relating
to each  Mortgage Loan that are, as of the Closing Date required to be deposited
or paid have been so deposited or paid.

            (xix) LTV Ratio.  The gross  proceeds of each  Mortgage  Loan to the
related  Mortgagor at origination  did not exceed the  non-contingent  principal
amount of the Mortgage Loan and either:  (a) such Mortgage Loan is secured by an
interest  in real  property  having  a fair  market  value  (i) at the  date the
Mortgage  Loan was  originated  at least  equal to 80  percent  of the  original
principal  balance of the  Mortgage  Loan or (ii) at the  Closing  Date at least
equal to 80 percent of the principal  balance of the Mortgage Loan on such date;
provided  that for purposes  hereof,  the fair market value of the real property
interest  must  first  be  reduced  by (x) the  amount  of any  lien on the real
property  interest that is senior to the Mortgage  Loan and (y) a  proportionate
amount of any lien that is in parity with the  Mortgage  Loan (unless such other
lien secures a Mortgage  Loan that is  cross-collateralized  with such  Mortgage
Loan, in which event the computation  described in clauses (a)(i) and (a)(ii) of
this  paragraph  (xix) shall be made on a pro rata basis in accordance  with the
fair   market    values   of   the    Mortgaged    Properties    securing   such
cross-collateralized  Mortgage Loans);  or (b) substantially all the proceeds of
such  Mortgage  Loan were used to acquire,  improve or protect the real property
which served as the only  security for such Mortgage Loan (other than a recourse
feature or other third party credit  enhancement  within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).

            (xx)  Mortgage  Loan  Modifications.  Any  Mortgage  Loan  that  was
"significantly  modified" prior to the Closing Date so as to result in a taxable
exchange  under  Section 1001 of the Code either (a) was modified as a result of
the  default or  reasonably  foreseeable  default of such  Mortgage  Loan or (b)
satisfies  the   provisions   of  either   clause  (a)(i)  of  paragraph   (xix)
(substituting  the date of the last such  modification for the date the Mortgage
Loan was originated) or clause (a)(ii) of paragraph (xix), including the proviso
thereto.

            (xxi)  Advancement  of Funds by the Seller.  No holder of a Mortgage
Loan has advanced funds or induced,  solicited or knowingly received any advance
of funds from a party  other than the owner of the related  Mortgaged  Property,
directly or indirectly,  for the payment of any amount required by such Mortgage
Loan.

            (xxii) No  Mechanics'  Liens.  Each  Mortgaged  Property is free and
clear of any and all mechanics' and materialmen's  liens that are prior or equal
to the lien of the related  Mortgage,  and no rights are outstanding  that under
law could give rise to any such lien that would be prior or equal to the lien of
the related  Mortgage  except,  in each case,  for liens insured  against by the
Title Policy referred to herein.

            (xxiii) Compliance with Usury Laws. Each Mortgage Loan complied with
all applicable usury laws in effect at its date of origination.

            (xxiv)     Cross-collateralization.     No    Mortgage    Loan    is
cross-collateralized  or  cross-defaulted  with any loan  other than one or more
other Mortgage Loans.

            (xxv)  Releases of  Mortgaged  Property.  Except as described in the
next  sentence,  no Mortgage Note or Mortgage  requires the mortgagee to release
all or any material portion of the related  Mortgaged  Property from the lien of
the related  Mortgage  except upon  payment in full of all amounts due under the
related Mortgage Loan. The Mortgages relating to those Mortgage Loans identified
on Schedule II-A hereto  require the mortgagee to grant  releases of portions of
the related Mortgaged  Properties upon (a) the satisfaction of certain legal and
underwriting  requirements  and (b) the  payment  of a  release  price set forth
therein and prepayment consideration in connection therewith.

            (xxvi) No Equity Participation or Contingent  Interest.  No Mortgage
Loan  contains any equity  participation  by the lender or provides for negative
amortization  or for  any  contingent  or  additional  interest  in the  form of
participation in the cash flow of the related Mortgaged Property.

            (xxvii) No Material Default.  To the Seller's best knowledge,  there
exists no material default,  breach,  violation or event of acceleration (and no
event which,  with the passage of time or the giving of notice,  or both,  would
constitute any of the foregoing) under the documents  evidencing or securing the
Mortgage Loan, in any such case to the extent the same  materially and adversely
affects  the value of the  Mortgage  Loan and the  related  Mortgaged  Property;
provided,  however,  that this  representation  and warranty does not address or
otherwise cover any default,  breach,  violation or event of  acceleration  that
specifically   pertains   to  any   matter   otherwise   covered  by  any  other
representation  and  warranty  made by the  Seller in any of  paragraphs  (iii),
(vii), (xxii), (xiv), (xv), (xvi) and (xvii) of this Exhibit A.

            (xxviii)  Inspections.  The  Seller  (or if the  Seller  is not  the
originator,  the  originator of the Mortgage Loan) has inspected or caused to be
inspected  each  Mortgaged  Property in connection  with the  origination of the
related Mortgage Loan.

            (xxix)  Local  Law  Compliance.  Based on due  diligence  considered
reasonable by prudent commercial  mortgage lenders in the lending area where the
Mortgaged  Property is located,  the improvements  located on or forming part of
each Mortgaged  Property comply with applicable  zoning laws and ordinances,  or
constitute a legal  non-conforming  use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related  Mortgaged  Property,  such value as  determined by the
appraisal performed at origination.

            (xxx) Junior  Liens.  Schedule B attached  hereto lists all Mortgage
Loans that permit the related  Mortgaged  Property to be  encumbered by any lien
junior to the lien of the  related  Mortgage  and  describes  any  related  debt
service  coverage  or similar  criteria  needed to be  satisfied  to obtain such
junior  lien.  Except as  otherwise  set forth on  Schedule B, the Seller has no
knowledge that any of the Mortgaged  Properties is encumbered by any lien junior
to the lien of the related Mortgage.

            (xxxi) Actions  Concerning  Mortgage  Loans. To the knowledge of the
Seller,   there  are  no  actions,   suits  or  proceedings  before  any  court,
administrative  agency or arbitrator  concerning any Mortgage Loan, Mortgagor or
related  Mortgaged  Property that might  adversely  affect title to the Mortgage
Loan or the  validity or  enforceability  of the related  Mortgage or that might
materially and adversely affect the value of the Mortgaged  Property as security
for the Mortgage Loan or the use for which the premises were intended.

            (xxxii)  Servicing.  The servicing and collection  practices used by
the Seller have been in all material respects legal, proper and prudent and have
met customary industry standards.

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

            (xxxiv)  Collateral  in Trust.  The Mortgage  Note for each Mortgage
Loan is not  secured by any  collateral  (including  any  mortgage)  that is not
included in the Trust.

            (xxxv) Single  Purpose  Entity.  The Mortgagor on each Mortgage Loan
with a Cut-Off Date Principal  Balance in excess of $20 million,  was, as of the
origination of the Mortgage Loan, a Single Purpose Entity.  For this purpose,  a
"Single  Purpose Entity" shall mean an entity,  other than an individual,  whose
organizational  documents provide substantially to the effect that it was formed
or organized  solely for the purpose of owning and  operating one or more of the
Mortgaged  Properties  securing the Mortgage Loans and prohibit it from engaging
in any business  unrelated to such Mortgaged  Property or Properties,  and whose
organizational  documents  further provide,  or which entity  represented in the
related  Mortgage Loan documents,  substantially  to the effect that it does not
have any assets  other than those  related to its  interest in and  operation of
such  Mortgaged  Property  or  Properties,  or any  indebtedness  other  than as
permitted  by  the  related  Mortgage(s)  or the  other  related  Mortgage  Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, and that it holds itself out as a legal entity,  separate
and apart from any other person.

            (xxxvi)  Non-Recourse  Exceptions.  The Mortgage Loan  documents for
each Mortgage Loan provide that such Mortgage Loan  constitutes the non-recourse
obligations  of the  related  obligors  thereon  except  that  either  (i)  such
provision  does not  apply in the case of fraud by the  Mortgagor  or (ii)  such
documents  provide  that the  Mortgagor  shall be  liable  to the  holder of the
Mortgage Loan for losses incurred as a result of fraud by the Mortgagor.

            (xxxvii) Loan  Underwriting.  Each Mortgage  Loan  complies,  in all
material  respects,  with all of the terms,  conditions and  requirements of the
Seller's  underwriting  standards in effect at the time of  origination  of such
Mortgage Loan.

            (xxxviii)  Servicing.  No other  person has been granted or conveyed
the  right to  service  the  Mortgage  Loans or  receive  any  consideration  in
connection therewith.




<PAGE>



                                    EXHIBIT B

                             AFFIDAVIT OF LOST NOTE



STATE OF NEW YORK   )
                    )  ss.:
COUNTY OF NEW YORK  )

            _________________________,   _________________,  being  duly  sworn,
deposes and says:

            1. that he is an  authorized  signatory of Morgan  Stanley  Mortgage
Capital Inc. ("MSMC");

            2.  that MSMC is the owner  and  holder  of a  mortgage  loan in the
original  principal amount of $_________  secured by a mortgage (the "Mortgage")
on the premises known as _______ _________ located in _______;

            3. (a) that MSMC, after having conducted a diligent investigation of
its records and files, has been unable to locate the following original note and
believes that said original note has been lost, misfiled, misplaced or destroyed
due to a clerical error:

            a note in the original sum of $_____________  made  by_____________,
            to ______________________, under date of ___________ (the "Note");

            4. that the Note is now owned and held by MSMC;

            5.  that  the  Note  has not been  paid  off,  satisfied,  assigned,
transferred,  encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the  original  Note has been either  lost,  misfiled,  misplaced  or
destroyed;

            6. that no other person,  firm,  corporation or other entity has any
right, title,  interest or claim in the Note except MSMC; and

            7. upon assignment of the Note by MSMC to Credit Suisse First Boston
Mortgage  Securities Corp. (the  "Depositor")  and subsequent  assignment by the
Depositor  to the trustee  for the  benefit of the holders of the Credit  Suisse
First  Boston  Mortgage  Securities  Corp.   Commercial  Mortgage   Pass-Through
Certificates,  Series  1999-C1 (the  "Trustee")  (which  assignment  may, at the
discretion  of the  Depositor,  be made  directly by MSMC to the  Trustee)  MSMC
covenants and agrees (a) promptly to deliver to the Trustee the original Note if
it is subsequently found, and (b) to indemnify and hold harmless the Trustee and
its  successors  and assigns  from and against any and all costs,  expenses  and
monetary  losses  arising  as a result  of MSMC or the  Depositor's  failure  to
deliver said original Note to the Trustee.


                                 MORGAN STANLEY MORTGAGE CAPITAL INC.



                                 By:
                                    ------------------------------------------
                                    Authorized Signatory

Sworn to before me this

_______ day of November, 1999




<PAGE>



                                    EXHIBIT C

                                     FORM OF
                          ASSIGNMENT OF MORTGAGE(S) AND
                 ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS
                          IN LEASES, RENTS AND PROFITS

            KNOW ALL MEN BY THESE PRESENTS:

            THAT, as of ___________________ 1999 Morgan Stanley Mortgage Capital
Inc., a Delaware Corporation, whose address is 1585 Broadway, New York, New York
10036 ("ASSIGNOR") in consideration of ten and 00/100 ($10.00) dollars and other
good and valuable  consideration,  paid by ________________,  a New York banking
corporation, as trustee for Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates,  Series 1999-C1, whose address is
450 West 33rd Street, New York, New York 10001 ("ASSIGNEE"), receipt of which is
acknowledged  by  ASSIGNOR,  hereby  sells,  assigns,  transfers,  sets over and
conveys unto the ASSIGNEE certain  mortgage(s) and assignments of leases,  rents
and profits and other collateral  documents as follows:
         See Schedules "A-1" and "A-2" attached hereto and incorporated
                           herein by this reference.


            TOGETHER  with the  note(s),  debt(s) and  claim(s)  secured by said
mortgage(s) and the covenants  contained in said mortgage(s),  together with all
amendments,  supplements  and  modifications  thereto  and all liens,  financing
statements,  guaranties  and  security  interests  securing  the payment of such
notes, including,  without limitation,  any other documents recorded in the real
property  records of the  jurisdiction in which the real property covered by the
mortgage(s)  is located  with  respect to such notes,  and any other  documents,
agreements,  instruments  or property  relating  to such  loan(s) and all right,
title,  interest,  claims,  demands,  causes of action and judgments securing or
relating to such loan(s);  TO HAVE AND TO HOLD the same unto the ASSIGNEE and to
the successors, legal representatives and assigns of the ASSIGNEE forever.

            THIS  ASSIGNMENT  is made  without  recourse  or  representation  or
warranty of any kind or nature, express or implied except as expressly set forth
in that certain Mortgage Loan Purchase  Agreement,  dated as of October 11, 1999
between ASSIGNOR and Credit Suisse First Boston Mortgage Securities Corp.




<PAGE>




            IN WITNESS  WHEREOF,  the ASSIGNOR has duly executed this Assignment
the __ day of __________ 1999.

IN PRESENCE OF:





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





<PAGE>




STATE OF                )
                        )  ss.:
COUNTY OF               )


            On this ___ day of _____, 199_, before me the undersigned,  a NOTARY
PUBLIC OF _______,  personally appeared  _______________,  as _______________ of
Morgan  Stanley  Mortgage  Capital  Inc.,  a  Delaware  corporation,  who,  I am
satisfied,  was the maker of the  foregoing  instrument  and who then stated and
acknowledged  to me that,  as such  officer and maker (1) he was  authorized  to
execute the foregoing instrument on behalf of said limited liability company and
(2) he executed said  instrument  as the act and deed of said limited  liability
company.

            IN  TESTIMONY  WHEREOF,  I have  hereunto set my hand and affixed my
official seal at my office in _____________________  the day and year last above
written.



                                 Signature
                                          ------------------------------------
                                 Print Name
                                           -----------------------------------
                                 Residing at
                                            ----------------------------------

                                            ----------------------------------

                                            ----------------------------------

                                            A NOTARY PUBLIC OF________________

[AFFIX SEAL]                      My Commission expires on____________________




<PAGE>




                             ASSIGNMENT OF MORTGAGE
                                       AND
                 ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS
                          IN LEASES, RENTS AND PROFITS



                      MORGAN STANLEY MORTGAGE CAPITAL INC.
                                       TO
                      THE CHASE MANHATTAN BANK, AS TRUSTEE



                              RECORD AND RETURN TO:




<PAGE>




                                    Exhibit D

                    Form of Seller's In-House Counsel Opinion