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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)



                                       and



                 CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
                                    (Seller)



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

                        MORTGAGE LOAN PURCHASE AGREEMENT

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

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                                TABLE OF CONTENTS

                                                                           Page


Section 1.     Transactions on or Prior to the Closing Date.................
Section 2.     Closing Date Actions.........................................
Section 3.     Conveyance of 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    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

Exhibit A      Representations and Warranties of Seller Regarding
               the 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 CREDIT SUISSE FIRST BOSTON  MORTGAGE
CAPITAL LLC, a Delaware limited liability  company  ("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 (the  "Mortgage  Loan  Schedule")
annexed hereto as Schedule II.  Depositor  intends to deposit the 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 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  Mortgage  Loans
shall take place on the Closing  Date,  subject to and  simultaneously  with the
deposit  of the  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  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 equal  to  98.5142%  of the
      aggregate  outstanding  principal  balance of the  Mortgage  Loans,  after
      giving  effect to any  scheduled  monthly  payments due on or prior to the
      Cut-off Date, plus accrued  interest at the weighted average Mortgage Rate
      from the Cut-off Date to but not including the Closing Date.

            (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
      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 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 each of the Mortgage
Loans  identified  on the  Mortgage  Loan  Schedule  and all  property of Seller
described in Section 19 of this Agreement. On or prior to the Closing Date, each
Mortgage File shall be delivered by Seller to the Custodian.  Each Mortgage File
shall contain the following documents:

            (a) the original  Mortgage  Note, or with respect to those  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 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) any Credit Leases and all other documents or amendments  related
      thereto;

            (q) any environmental insurance policies;

            (r) the original Residual Value Policy;

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

            (t) the related intercreditor agreement, if any;

            (u)  the  applicable  participation  documents,  including  (i)  the
      Participation and  Intercreditor  Agreement for Loan No. 9 on the Mortgage
      Loan  Schedule  (the  "L'Enfant  Loan"),  dated  October 11, 1999,  by and
      between the  Depositor and the Seller,  and (ii) the  Co-Lender  Agreement
      relating to the L'Enfant Loan, dated November 11, 1998, by and between The
      Chase  Manhattan  Bank, as trustee for Credit Suisse First Boston Mortgage
      Securities Corp., Commercial Pass Through Certificates, Series 1998 C-2 as
      successor to Credit Suisse First Boston Mortgage  Securities Corp. and the
      Seller; and

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

            With respect to the L'Enfant Loan, document delivery requirements
(other than those specified in clause (u) above) will be met by the delivery of
copies of any mortgage loan documents required to be delivered under this
agreement.

            Notwithstanding the foregoing, in the event that, in connection with
any  Mortgage  Loan (other than the L'Enfant  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.

            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  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  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
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
      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 opinions  expressed  above,  such counsel may limit
such opinions to matters  governed by the Limited  Liability  Company Act 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.

                  Such counsel  shall state that,  although such counsel has not
specifically  considered the possible applicability to Seller of any other laws,
regulations,  judgments, orders or decrees, no facts have been disclosed to such
counsel that cause such counsel to conclude that any other consent,  approval or
action is required;

                  (v) an  opinion  of  Cadwalader,  Wickersham  & Taft,  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.

                  (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  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 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 Delaware. 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
      formation or operating  agreement 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 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 limited
      liability  company action on the part of Seller and are within the limited
      liability  company  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) No litigation is pending or, threatened against the Seller
      which would  materially and adversely  affect the validity of the Mortgage
      Loans, or the ability of the Seller to carry out any transactions relating
      to the sale of the Mortgage Loans by Seller.

                  (vi)   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 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  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  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 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 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  Mortgage  Loans  set  forth in  Exhibit A to this
Agreement (or, if any such Breach would cause the 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
Mortgage Loan or (ii) the value of the related 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  Mortgage  Loan at the Purchase  Price  pursuant to Section 2.03 of the
Pooling  and  Servicing  Agreement.  If Seller is  required  to  repurchase  any
Mortgage Loan that is part of a Mortgage Group (as defined herein), Seller shall
also be required to  repurchase  the remaining  Mortgage  Loans in such Mortgage
Group.  For  purposes  of this  paragraph,  a  "Mortgage  Group" is any group of
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 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.

            With respect to each Servicer  Remittance Date, if any, on which the
Servicer makes a Yield Protection Payment Advance pursuant to Section 4.03(g) of
the Pooling and Servicing Agreement, the Seller shall reimburse the Servicer for
such Yield Protection Payment Advance,  in immediately  available funds wired to
the  account  specified  by the  Servicer  in a written  notice  to the  Seller,
specifying the amount of such Yield Protection Payment Advance and the Loan with
respect to which it was made.

            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) and,  as to rights of  indemnification
      hereunder,  subject  to  limitations  of public  policy  under  applicable
      securities  laws.

            (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
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 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 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  agrees to pay to
Depositor or its designee all  recording  and filing fees incurred in connection
with the  recording  or filing  of the  documents  listed  in  Section 3 of this
Agreement.

            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 Credit  Suisse First Boston  Mortgage  Capital
LLC,  Eleven Madison  Avenue,  New York, New York 10010,  Attention:  President,
Telecopy No.: (212) 325-8160.

            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 Mortgage Loans by Seller
to Depositor as provided in this  Agreement  be, and be construed  as, a sale of
the Mortgage Loans by Seller to Depositor.  It is, further, not the intention of
the parties that such  conveyance  be deemed a pledge of the  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 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 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 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
      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  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.



                                CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
                                as Seller


                                By: /s/ Edmund F. Taylor
                                   -----------------------------------
                                   Name:  Edmund F. Taylor
                                   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 Credit Suisse First Boston Mortgage Capital LLC ("
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 10,1999, 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.

            "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.

            "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 5, 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
November 4, 1999, relating to the Offered Certificates.

            "Underwriters"  means Credit  Suisse First  Boston  Corporation  and
Morgan Stanley Mortgage Capital Inc.

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



<PAGE>



                                                                     SCHEDULE II



                             MORTGAGE LOAN SCHEDULE




<PAGE>



                                                                    SCHEDULE III



                   MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS


Loan No. 2 (Selig -Third and Broad),  Loan No. 3 (Selig - 3131 Elliott Building)
and Loan No. 4 (Selig - Airborne Building)

Loan No. 6 (ACCOR - Mountain) and Loan No. 7 (ACCOR - California - North)

Loan No. 137 (Betty Jane Apartments) and Loan No. 138 (Poolside Apartments)




<PAGE>



                                                                     SCHEDULE IV



                         MORTGAGE LOANS WITH LOST NOTES


1)    Loan No. 88; Surf Club at Montauk

2)    Loan No. 22; Ansley North



<PAGE>



                                                                      SCHEDULE V


                             EXCEPTIONS TO SELLER'S
                         REPRESENTATIONS AND WARRANTIES



            Reference is made to the Representations and Warranties contained in
Exhibit A corresponding to the roman numerals listed below:

(xvi):

            Loan  No.  9,  L'Enfant   Plaza  -  This  Mortgage  Loan  is  a  50%
            participation  (the  "L'Enfant  Participation")  in a mortgage  note
            ("L'Enfant  Note B") which  represents a portion of a mortgage  loan
            (the  "L'Enfant  Whole Loan") which was  originated by the Seller on
            September  18,  1998.  The  L'Enfant  Whole Loan  consists of Note A
            ("L'Enfant Note A") and L'Enfant Note B. Neither the L'Enfant Note A
            nor the  participation  in the  remaining  50% of L'Enfant Note B is
            included in the Trust Fund. Such remaining 50%  participation in the
            L'Enfant  Note B will  initially  be  retained  by the  Seller or an
            affiliate of the Seller.  L'Enfant  Note A is held by the trustee of
            the  Depositor's  Commercial  Mortgage  Pass-Through   Certificates,
            Series 1998-C2 (the "1998-C2  Securitization").  The L'Enfant Note B
            is   subject   to  an   intercreditor   agreement   (the   "L'Enfant
            Intercreditor   Agreement")   with  the   trustee  of  the   1998-C2
            Securitization.  All  amounts  received  in respect of the  L'Enfant
            Participation will be allocated between L'Enfant Note A and L'Enfant
            Note B pro rata in accordance with the amounts due  thereunder.  The
            L'Enfant Intercreditor Agreement generally requires that all amounts
            due under the L'Enfant  Note B be paid to the Trustee,  as holder of
            the L'Enfant Note B. The participation  agreement  pursuant to which
            the L'Enfant  Participation  was created  provides  that the Trustee
            will  allocate  amounts  received on account of the L'Enfant  Note B
            among the Trust and the holder of the remaining 50% participation in
            the  L'Enfant  Note  B.  L'Enfant  Note  A and  L'Enfant  Note B are
            cross-collateralized and cross-defaulted.

(xxv):

            Loan No. 30,  Investor's  Business Daily Building -- The Phase I and
            Phase  II  environmental   assessments   revealed  the  presence  of
            groundwater  contamination  arising from  underground  storage tanks
            that once  existed on the property  but were  subsequently  removed.
            Funds sufficient to cure such findings have not been escrowed by the
            Borrower.    The   Borrower   has   received   an   indemnity   (the
            "Indemnification")  from Citicorp North America, Inc.  ("Citicorp"),
            the previous owner of the Investor's  Business Daily  Property.  The
            Indemnification indemnifies and holds harmless the Borrower from any
            costs, liabilities, claims, lawsuits and expenses arising out of the
            conditions    disclosed   in   the   environmental    reports.   The
            Indemnification  also  requires  that  Citicorp  cooperate  with any
            governmental   agencies   having   jurisdiction   over  removal  and
            remediation  of hazardous  materials  and  diligently  seek sign-off
            clearance from such governmental  agencies. The Indemnification runs
            to the benefit of the Seller and its  successors in connection  with
            any securitization of the Mortgage Loan.

 (xxix)(K):

            Loan No. 5, Tallahassee  Mall -- Insurance  proceeds must be used to
            rebuild in all cases,  with any  surplus  being  deposited  into the
            lockbox.

 (xxix)(L):

            Loan No. 9,  L'Enfant  Plaza -- The  Seller  has not been  given the
            right to enter  into a new  lease  upon  termination  of the  ground
            lease;  however,  the  ground  lease may only be  terminated,  after
            notice to Seller,  for  non-payment  of ground  rent,  which  equals
            $500.00  per year.  Seller has the right to cure any Tenant  default
            under the ground lease.

(xxxiii):

            Loan No. 1,  Exchange  Apartments  -- The  related  Borrower  and an
            affiliate  thereof,  are the borrowers  under a mezzanine  loan (the
            "Exchange  Apartments  Mezzanine Loan") with an aggregate  principal
            balance of $6,000,000,  made by the Union  Planters  Bank,  N.A. The
            Exchange Apartments  Mezzanine Loan is secured by a pledge of 99% of
            the  membership  interests of the  principals of the Borrower in the
            Borrower.   The  Exchange  Apartments   Mezzanine  Loan  matures  on
            September  1, 2002 and bears  interest  at a per annum rate equal to
            the prime rate plus 1%.

            Loan No. 2, Selig-  Third and Broad;  Loan No. 3, Selig- 3131 Elliot
            Building;  Loan No. 4, Selig- Airborne Building -- Selig Real Estate
            Holdings  Twelve,   L.L.C.,   the  regular  member  of  the  related
            Borrowers,  and certain affiliates of Martin Selig (the principal of
            the related  Borrowers),  are the borrowers  under a mezzanine  loan
            (the "Selig Mezzanine Loan") with an aggregate  principal balance of
            $23,100,000,  made by  Starwood  Financial  Trust,  a Maryland  real
            estate investment trust, on April 27, 1999. The Selig Mezzanine Loan
            is  secured  by,  among  other  things,  a  pledge  of  the  regular
            membership  interests  in each of the related  Borrowers  and by the
            equity of certain other special purpose real estate  borrowers.  The
            Selig Mezzanine Loan matures on April 27, 2004 and bears interest at
            a per annum rate of 15%.

            Loan No. 9, L'Enfant  Plaza -- Potomac  Creek  Associates LP II, the
            limited  partner of the related  Borrower,  is the borrower  under a
            mezzanine  loan (the  "L'Enfant  Mezzanine  Loan") with an aggregate
            principal  balance of $2.5 million,  made by the Seller on September
            18,  1998.  The L'Enfant  Mezzanine  Loan is secured by, among other
            things, a pledge of the limited partnership interests in the related
            Borrower and the stock of the general  partner of the Borrower.  The
            L'Enfant  Mezzanine  Loan  matures on  September  12, 2005 and bears
            interest  at a per annum rate equal to the greater of (i) LIBOR plus
            5.235% and (ii)  10.325%.  The Seller also owns a  preferred  equity
            interest (as such holder, the "L'Enfant Special Limited Partner") in
            the related  Borrower  having an initial  equity  investment  in the
            amount of $45,400,000 (the "L'Enfant  Preferred  Equity  Interest").
            The  L'Enfant   Special  Limited  Partner  is  entitled  to  receive
            preferred  monthly  distributions at a yield equal to the greater of
            (i) LIBOR  plus  5.235% and (ii)  10.325%.  The  L'Enfant  Preferred
            Equity Interest is scheduled to be redeemed in full on September 12,
            2005.

            Loan No. 122, Ansley North Cooperative, Inc. -- The related Borrower
            has  encumbered  the Mortgaged  Property  with a $258,100.00  second
            mortgage.  The note matures on January 1, 2012 and amortizes over 15
            years.  The  note  bears  interest  at a rate of 8.69%  through  and
            including  December  31, 1999.  Beginning  January 1, 2000 and every
            three years thereafter the interest rate is adjusted based on 3-year
            U.S. Treasury notes plus 2.75%.

            Loan No. 61,  Grand Cove I  Apartments  -- The related  Borrower has
            encumbered the Mortgaged Property with a credit line second mortgage
            which  secures an amount of up to $600,000.  The note matures on the
            earlier  of (a)  March  1,  2013 or (b) the date of  closing  of any
            refinancing  or prepayment or default under the Mortgage  Loan.  The
            note bears interest at LIBOR plus 2.75%.

(xxxiv):

            Loan No. 68, Hill Castle Apartments;  Loan No. 76, Oasis Apartments;
            Loan No. 94, Orchard  Square Office Park;  Loan No. 117, 4711 Callan
            Blvd.  Apartments;  Loan No. 126, Sequoia Apartments;  Loan No. 127,
            Broadmill Apts.;  Loan No. 129, Chick Hampton Office Building;  Loan
            No. 131, 287 South 6th Av.; Loan No. 133, 350 Pleasant Street;  Loan
            No. 135, Azadgan Center;  Loan No. 138, Josephine  Apartments;  Loan
            No. 141, 2555 "D" Street; Loan No. 142, Tempe Manor Apartments; Loan
            No. 145,  Desert Winds  Apartments;  Loan No. 148,  1327 2nd Street;
            Loan No. 149,  Crown  Apartments;  Loan No. 151,  Gladstone & Benton
            Apartments; Loan No. 152, Country Manor; Loan No. 153, Homestead Inn
            Apartments;   --  The  Borrowers  under  these  Mortgage  Loans  are
            individuals or a combination of individuals and living trusts.

            Loan  No.  38,  Town  and  Country   Office   Park;   Loan  No.  93,
            Scandia-Hemmann   Apartments;   Loan  No.   115,   Country   Village
            Apartments;  Loan No. 134, Eckerd's Pittsburgh;  Loan No 136, Jeanne
            Estates  Apartments;  Loan No. 140, 1011-1019 Ocean Front Walk; Loan
            No. 144, Betty Jane Apartments;  Loan No. 249, Poolside  Apartments;
            -- This  representation  is not true with respect to these  Mortgage
            Loans.

            Loan  No.  20,  Kings  Village  Corp;  Loan  No.  56,  Sea  Crest at
            Amagansett Corp.; Loan No. 61, Grand Cove I Apartments; Loan No. 81,
            The Westhampton Bath & Tennis Club; Loan No. 83, Ocean Beach Resort,
            Ltd.;  Loan No. 88,  Surf Club at Montauk  Corp.;  Loan No. 99, Port
            Royal Motel Cooperative; Loan No. 116, 12 West 32nd St. Tenant Corp;
            Loan No.  120,  11825  Owners  Corp;  Loan  No.  122,  Ansley  North
            Cooperative,  Inc.; -- This  representation is not true with respect
            to these Mortgage Loans, however,  these Mortgage Loans were made to
            cooperative  corporations  the  activities  of which  consist of the
            ownership  and  operation of the related  Mortgaged  Properties  and
            related activities.

(xxxv):

            Loan No. 68, Hill Castle Apartments;  Loan No. 76, Oasis Apartments;
            Loan No. 94, Orchard  Square Office Park;  Loan No. 117, 4711 Callan
            Blvd.  Apartments;  Loan No. 126, Sequoia Apartments;  Loan No. 127,
            Broadmill Apts.;  Loan No. 129, Chick Hampton Office Building;  Loan
            No. 131, 287 South 6th Av.; Loan No. 133, 350 Pleasant Street;  Loan
            No. 135, Azadgan Center;  Loan No. 138, Josephine  Apartments;  Loan
            No. 141, 2555 "D" Street;  Loan No. 142, Tempe Manor Apts.; Loan No.
            145, Desert Winds  Apartments;  Loan No. 148, 1327 2nd Street;  Loan
            No.  149,  Crown  Apartments;  Loan  No.  151,  Gladstone  &  Benton
            Apartments; Loan No. 152, Country Manor; Loan No. 153, Homestead Inn
            Apartments;  -- The related Borrowers under these Mortgage Loans are
            individuals  or a  combination  of  individuals  and living  trusts,
            therefore,  there  are no  restrictions  to the  related  Borrower's
            carrying additional unsecured indebtedness.

            Loan No. 93,  Scandia-Hemmann  Apartments;  Loan No.  134,  Eckerd's
            Pittsburgh; Loan No. 136, Jeanne Estates Apartments;  Loan. No. 140,
            1011-1019 Ocean Front Walk; Loan No. 147, Clark Apartments; -- There
            are no restrictions to the related  Borrower's  carrying  additional
            unsecured indebtedness.

            Loan No. 10,  Holiday Inn - Broadway -- The related  Borrower is the
            obligor  under an  unsecured  subordinate  loan (the  "Holiday Inn -
            Broadway  Subordinate  Loan") from its  affiliates  in the amount of
            $3,059,290.   The   Holiday   Inn-Broadway   Subordinate   Loan   is
            non-interest  bearing and is not payable  until the Mortgage Loan is
            paid in full. A subordination  and standstill  agreement is in place
            between the subordinate lender and the Seller.

            Loan No. 79, Sandy Ridge  Apartments  - The related  Borrower is the
            obligor  under an  unsecured  subordinate  loan  made by New  Jersey
            Realty Company in the original  principal amount of $2,734,168.  The
            loan  is  subordinated  to  the  Mortgage  Loan  and no  payment  of
            principal or interest on this debt is permitted until June 11, 2034,
            which is five years  beyond the  amortization  term of the  Mortgage
            Loan.

            Loan No.  116,  12 West 32nd Street  Tenants  Corp.;  -- The related
            Borrower under this loan is a cooperative corporation and may obtain
            subordinate mortgage financing up to an amount of $500,000 if, among
            other things,  (a) the principal amount of the subordinate  mortgage
            loan plus all  other  indebtedness  then  secured  by the  Mortgaged
            Property  does not  exceed the lesser of (i) 20% of the value of the
            Mortgaged Property as a residential  co-operative or (ii) 35% of the
            value of the Mortgaged Property as a multifamily  residential rental
            apartment building;  (b) the subordinate  mortgage loan: (i) matures
            at the same time or later than the Mortgage Loan and amortizes  over
            a period of at least 20 years,  (ii) does not provide  for  negative
            amortization or interest  accrual and is not a  participating  loan,
            (iii)  bears an  interest  rate  equal to or less than the  Mortgage
            Loan, (iv) provides that any casualty or condemnation  proceeds will
            be disbursed as provided in the Mortgage Loan,  (v) the  subordinate
            mortgage  loan is held by a bank with at least  $2.5B in assets  and
            $100M in net worth; (c) the subordinate mortgage loan is used solely
            to  fund  capital  reserves  and/or  capital  improvements;  (d) the
            subordinate  mortgage loan expressly provides that it is subject and
            subordinate to the Mortgage  Loan,  that the  subordinate  mortgagee
            shall   upon   request   enter  into  a   satisfactory,   recordable
            subordination and standstill  agreement and the subordinate mortgage
            loan contains  notice and cure  provisions;  and (e) an appraisal of
            the Mortgaged Property must show an appraised value of not less than
            $4,150,000.00.

            Loan No. 120,  11825 Owners Corp.;  The related  Borrower under this
            loan  is  a  cooperative  corporation  and  may  obtain  subordinate
            mortgage  financing  up to an amount of  $500,000  if,  among  other
            things,  (a) the principal  amount of the subordinate  mortgage loan
            plus all other  indebtedness then secured by the Mortgaged  Property
            does not exceed the lesser of (i) 20% of the value of the  Mortgaged
            Property as a residential  co-operative  or (ii) 35% of the value of
            the Mortgaged Property as a multifamily residential rental apartment
            building; (b) the subordinate mortgage loan: (i) matures at the same
            time or later than the Mortgage Loan and amortizes  over a period of
            at least 20 years,  (ii) does not provide for negative  amortization
            or interest accrual and is not a participating  loan, (iii) bears an
            interest rate equal to or less than the Mortgage Loan, (iv) provides
            that any  casualty or  condemnation  proceeds  will be  disbursed as
            provided in the first mortgage; (v) the subordinate mortgage loan is
            held by a bank with at least $2.5B in assets and $100M in net worth;
            (c) the  subordinate  mortgage  loan is used solely to fund  capital
            reserves  and/or  capital  improvements;  and  (d)  the  subordinate
            mortgage loan expressly  provides that it is subject and subordinate
            to the Mortgage Loan and contains  notice and cure  provisions;  and
            (e) an appraisal of the  Mortgaged  Property  must show an appraised
            value of not less than $4,740,000.00.

            Loan No. 83, Ocean Beach Resort,  Ltd. -- The related Borrower under
            this loan is a cooperative  corporation  and may obtain  subordinate
            mortgage  financing  up to an amount of  $250,000  if,  among  other
            things,  (a) the principal amount of the subordinated  mortgage loan
            plus all other  indebtedness then secured by the Mortgaged  Property
            does not  exceed  50% of the value of the  Mortgaged  Property  as a
            multifamily   residential   rental  apartment   building;   (b)  the
            subordinate  mortgage  loan:  (i)  matures at the same time or later
            than  the  Mortgage  Loan,   (ii)  does  not  provide  for  negative
            amortization or interest  accrual and is not a  participating  loan,
            (iii)  provides that any casualty or  condemnation  proceeds will be
            disbursed as provided in the Mortgage Loan and; (c) the  subordinate
            mortgage loan is used solely to fund capital reserves and/or capital
            improvements.  The  Borrower  is also  allowed  to incur  additional
            unsecured  indebtedness of up to $150,000 without the consent of the
            Seller.

            Loan No. 88,  Surf Club at Montauk  Corp.;  Loan No. 99,  Port Royal
            Motel   Cooperative  -  The  related   Borrowers   are   cooperative
            corporations   and  are  allowed  to  incur   additional   unsecured
            indebtedness up to $50,000 without the consent of the Seller.

            Loan No. 56, Sea Crest at Amagansett  Corp. -- The related  Borrower
            is a  cooperative  corporation  and is allowed  to incur  additional
            unsecured  indebtedness  up to  $150,000  without the consent of the
            Seller.

            Loan No.  81,  The  Westhampton  Bath & Tennis  Club -- The  related
            Borrower  is a  cooperative  corporation  and is  allowed  to  incur
            additional unsecured indebtedness up to $300,000 without the consent
            of the Seller.

(xxxvii):

            Loan  No.  42,  Easton   Commons  Plaza   Shopping   Center  -  This
            representation  is true  and  accurate  except  that  the  Mortgaged
            Property  currently  shares  a tax  parcel  with  three  undeveloped
            outparcels  owned  by an  affiliate  of the  related  Borrower.  The
            related  Borrower has covenanted to make all necessary  applications
            to obtain  separate  tax  parcel  status  on the  three  undeveloped
            outparcels  before  the  start  of the 2000 tax  year.  The  related
            Borrower   has  also   covenanted   that  it  will  not  permit  any
            improvements  to be made on the  outparcels  that would increase the
            amount of property taxes payable on such outparcels.  At origination
            of the Mortgage  Loan an amount  sufficient  to pay all taxes due on
            the  Mortgaged  Property and the three  undeveloped  outparcels  was
            escrowed.

(liii):

            Loan  No.  9,  L'Enfant  Plaza - This  representation  is  true  and
            accurate   except   that   fraud  and   material   and   intentional
            misrepresentations are not carve outs to the non-recourse provisions
            but fraudulent  misrepresentation is a carve out to the non-recourse
            provisions. Additionally, the Mortgage Loan documents do not provide
            that the  related  Borrower  will be liable  for any acts of willful
            waste.

            Loan No. 28,  Tops  Appliance  Realty;  Loan No. 15,  White  Lodging
            Summary  -  WL  Indiana   Residence   Inn-   Indianapolis   --  This
            representation  is true and accurate except that willful  misconduct
            is not a carve out to the non-recourse provisions.

            Loan No. 81, The Westhampton  Bath & Tennis Club; Loan No. 83, Ocean
            Beach Resort,  Ltd. - This representation is true and correct except
            that  voluntary  bankruptcy  is not a carve out to the  non-recourse
            provisions. Additionally, the Mortgage Loan documents do not provide
            that the  related  Borrower  will be liable  for any acts of willful
            waste.  It should be noted  that these  Mortgage  Loans were made to
            cooperative  corporations  the  activities  of which  consist of the
            ownership  and  operation of the related  Mortgaged  Properties  and
            related activities.

            Loan No. 115,  Country  Village  Apartments  -- This  Mortgage  Loan
            allows recourse to the related Borrower for (i) the first 50% of the
            outstanding principal and (ii) the first 50% of costs of all accrued
            interest and other sums due, repayment of which is guaranteed by the
            principals of the related Borrower.

            Loan No. 127,  Broadmill Apts. -- This Mortgage Loan allows recourse
            to  the  related  Borrower  up to an  amount  equal  to  15%  of the
            outstanding  principal  and 15% of accrued  interest  and other sums
            due,  repayment of which is guaranteed by a principal of the related
            Borrower.

            Loan No. 128,  West Wood Village  Apts. -- This Mortgage Loan allows
            recourse  to  the  related  Borrower  for  (i)  up  to  20%  of  the
            outstanding  principal balance as of the date of an Event of Default
            and  (ii) up to 20% of all  accrued  interest  and  other  sums  due
            (inclusive of late charges,  foreclosure costs,  attorneys' fees and
            other costs of collection  and  enforcement),  repayment of which is
            guaranteed by the principals of the related Borrower.

            Loan No. 68, Hill Castle Apartments;  Loan No. 76, Oasis Apartments;
            Loan No.  93,  Scandia-Hemmann  Apartments;  Loan No.  126,  Sequoia
            Apartments; Loan No. 133, 350 Pleasant Street; Loan No. 135, Azadgan
            Center; Loan No. 136, Jeanne Estates Apartments;  Loan No. 141, 2555
            "D" Street;  Loan No. 145,  Desert Winds  Apartments;  Loan No. 147,
            Clark Apartments; Loan No. 148, 1327 2nd Street; Loan No. 149, Crown
            Apartments;  Loan No. 151, Gladstone & Benton  Apartments;  Loan No.
            152, Country Manor; Loan No. 153,  Homestead Inn Apartments -- These
            Mortgage Loans are full recourse to the related Borrower.

            Loan No.  20,  Kings  Village  Corp.;  Loan  No.  56,  Sea  Crest at
            Amagansett Corp; Loan No. 61, Grand Cove I Apartments;  Loan No. 88,
            Surf  Club  at  Montauk   Corp;   Loan  No.  99,  Port  Royal  Motel
            Cooperative;  Loan No. 122,  Ansley North  Cooperative,  Inc. - This
            representation  is true and accurate  except that there are no carve
            outs to the non-recourse  provisions.  It should be noted that these
            Mortgage Loans were made to cooperative  corporations the activities
            of which  consist of the  ownership  and  operation  of the  related
            Mortgaged Properties and related activities.
(liv)

            Loan  No.  27,  Courtyard  by  Marriott-Scottsdale;   Loan  No.  64,
            Courtyard by Marriott -- With respect to these Mortgage Loans, their
            Mortgage  Rates increase to the greater of the Base Rate plus 5% and
            the Index Rate plus 5% after their respective  Anticipated Repayment
            Dates.  Prior to the  Closing  Date,  the Seller  will  execute  and
            deliver to the related  Borrowers a waiver of any interest  accruing
            at a rate above the  Mortgage  Rate plus  2.00%,  such  waiver to be
            effective  for so long as the Trustee is the holder of such Mortgage
            Loans.



<PAGE>







EXHIBIT A

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                          REGARDING THE MORTGAGE LOANS

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

            (i)  Immediately  prior to the sale,  transfer and assignment to the
Depositor,  no Mortgage  Note or Mortgage was subject to any  assignment  (other
than to the  Seller),  participation  or  pledge,  and the  Seller  had good and
marketable title to, and was the sole owner of, the related Mortgage Loan;

            (ii) The  Seller has full right and  authority  to sell,  assign and
transfer such Mortgage  Loan and the  assignment to the Depositor  constitutes a
legal, valid and binding assignment of such Mortgage Loan;

            (iii) The Seller is  transferring  such Mortgage Loan free and clear
of any and all liens,  pledges,  charges  or  security  interests  of any nature
encumbering such Mortgage Loan;

            (iv) Each related Mortgage Note, Mortgage,  assignment of leases (if
any) and other  agreement  executed in connection with such Mortgage Loan is the
legal,  valid and binding  obligation of the related  borrower,  enforceable  in
accordance  with  its  terms,  except  as such  enforcement  may be  limited  by
bankruptcy, insolvency,  reorganization,  moratorium or other laws affecting the
enforcement of creditors' rights generally,  or by general  principles of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity  or at law)  and  there is no valid  defense,  counterclaim,  or right of
rescission available to the related borrower with respect to such Mortgage Note,
Mortgage, assignment of leases and other agreements;

            (v) Each related  assignment of leases creates a valid collateral or
first priority  assignment of, or a valid first priority  security  interest in,
certain rights under the related lease, subject only to a license granted to the
related borrower to exercise  certain rights and to perform certain  obligations
of the lessor  under such  lease,  including  the right to operate  the  related
Mortgaged Property;  no person other than the related borrower owns any interest
in any  payments  due under such lease that is superior to or of equal  priority
with the lender's interest therein;


            (vi) Each  related  assignment  of  Mortgage  from the Seller to the
Depositor  and  related  assignment  of the  assignment  of leases,  if any,  or
assignment of any other agreement executed in connection with such Mortgage Loan
from the  Seller to the  Depositor  constitutes  the  legal,  valid and  binding
assignment from the Seller to the Depositor,  except as such  enforcement may be
limited by bankruptcy, insolvency,  reorganization,  liquidation,  receivership,
moratorium or other laws relating to or affecting  creditors'  rights generally,
or by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);

            (vii)  Since  origination,  and  except as set forth in the  related
mortgage  file,  such Mortgage Loan has not been modified,  altered,  satisfied,
canceled, subordinated or rescinded and, each related Mortgaged Property has not
been  released  from  the  lien of the  related  Mortgage  in any  manner  which
materially  interferes  with  the  security  intended  to be  provided  by  such
Mortgage;

            (viii) Each related  Mortgage is a valid and enforceable  first lien
on the related Mortgaged Property (subject to Permitted Encumbrances (as defined
below)),  and such  Mortgaged  Property is free and clear of any  mechanics' and
materialmen's  liens  which are prior to or equal  with the lien of the  related
Mortgage,  except those which are insured  against by a lender's title insurance
policy (as described  below).  A UCC  financing  statement has been filed and/or
recorded in all places  necessary  to perfect a valid  security  interest in the
personal  property  necessary to operate the  Mortgaged  Property;  any security
agreement,  chattel mortgage or equivalent  document related to and delivered in
connection  with  the  Mortgage  Loan   establishes  and  creates  a  valid  and
enforceable lien on property  described therein (except as enforceability may be
limited by bankruptcy or other laws affecting  creditor's rights generally or by
the application of general principles of equity).

            (ix) The  Seller  has not  taken any  action  that  would  cause the
representations  and  warranties  made by each related  borrower in the Mortgage
Loan not to be true;


            (x) The Seller has no knowledge  that the  material  representations
and warranties made by each related  borrower in such Mortgage Loan are not true
in any material respect;

            (xi) The lien of each related  Mortgage is a first  priority lien on
the fee or leasehold  interest of the related borrower in the original principal
amount of such  Mortgage  Loan or  allocated  loan amount of the portions of the
Mortgaged  Property covered thereby (as set forth in the related Mortgage) after
all advances of principal  and is insured by an ALTA  lender's  title  insurance
policy (or a binding commitment  therefor),  or its equivalent as adopted in the
applicable  jurisdiction,  insuring the Seller and its successors and assigns as
to such lien,  subject  only to (a) the lien of  current  real  property  taxes,
ground  rents,  water  charges,  sewer  rents  and  assessments  not yet due and
payable,  (b) covenants,  conditions and restrictions,  rights of way, easements
and other  matters  of public  record,  none of  which,  individually  or in the
aggregate,  materially interferes with the current use of the Mortgaged Property
or the security  intended to be provided by such Mortgage or with the borrower's
ability  to pay  its  obligations  when  they  become  due or the  value  of the
Mortgaged  Property and (c) the  exceptions  (general and specific) set forth in
such  policy,  none  of  which,  individually  or in the  aggregate,  materially
interferes with the current general use of the Mortgaged  Property or materially
interferes  with the security  intended to be provided by such  Mortgage or with
the related  borrower's  ability to pay its obligations  when they become due or
the  value of the  Mortgaged  Property  (items  (a),  (b) and (c)  collectively,
"Permitted  Encumbrances");  the premium for such policy was paid in full;  such
policy was issued by a title insurance company licensed to issue policies in the
state in which the related  Mortgaged  Property is located and is  assignable to
the Depositor and the Trustee without the consent of or any  notification to the
insurer,  and  is in  full  force  and  effect  upon  the  consummation  of  the
transactions  contemplated  by the Mortgage Loan Purchase  Agreement;  no claims
have been made under such policy and the Seller has not undertaken any action or
omitted to take any action,  and has no  knowledge  of any such act or omission,
which would impair or diminish  the coverage of such policy;

            (xii) The proceeds of such Mortgage  Loan have been fully  disbursed
and there is no  requirement  for  future  advances  thereunder  and the  Seller
covenants  that it will not make any future  advances under the Mortgage Loan to
the related borrower;

            (xiii) As of the later of the date of  origination  of such Mortgage
Loan or the most  recent  inspection  of the related  Mortgaged  Property by the
Seller,  as  applicable,  and to the knowledge of Seller as of the Closing Date,
each related Mortgaged Property is free of any material damage that would affect
materially  and adversely the value of such  Mortgaged  Property as security for
the Mortgage Loan or reserves  have been  established  to remediate  such damage
and,  as of the  closing  date for  each  Mortgage  Loan  and,  to the  Seller's
knowledge,  as of the date hereof,  there is no proceeding pending for the total
or partial  condemnation  of such Mortgaged  Property that would have a material
adverse  effect on the value of the  Mortgaged  Property;

            (xiv) The  Seller  has  inspected  or caused  to be  inspected  each
related  Mortgaged  Property within the past twelve months, or the originator of
the Mortgage  Loan  inspected or caused to be  inspected  each related  Mortgage
Property within three months of origination of the Mortgage Loan;

            (xv) No Mortgage Loan has a shared appreciation  feature,  any other
contingent  interest feature or a negative  amortization  feature other than the
ARD Loans which may have negative  amortization  from and after the  Anticipated
Repayment Date;

            (xvi)  Each  Mortgage  Loan is a whole loan and  contains  no equity
participation by Seller;

            (xvii) The Mortgage Rate  (exclusive of any default  interest,  late
charges,  or prepayment  premiums) of such Mortgage Loan complied as of the date
of  origination  with,  or is exempt  from,  applicable  state or federal  laws,
regulations and other  requirements  pertaining to usury;  and any and all other
requirements of any federal, state or local laws, including, without limitation,
truth-in-lending, real estate settlement procedures, equal credit opportunity or
disclosure laws,  applicable to such Mortgage Loan have been complied with as of
the date of origination of such Mortgage Loan;

            (xviii)  Neither  the  Seller  nor to the  Seller's  knowledge,  any
originator,  committed any fraudulent acts during the origination process of any
Mortgage Loan and the  origination,  servicing  and  collection of each Mortgage
Loan is in all respects  legal,  proper and prudent in accordance with customary
industry standards;

            (xix) All taxes and  governmental  assessments  that  became due and
owing prior to the Closing Date with respect to each related Mortgaged  Property
have  been paid or an escrow  of funds in an  amount  sufficient  to cover  such
payments has been established;

            (xx) All escrow  deposits  and  payments  required  pursuant to each
Mortgage Loan are in the possession,  or under the control, of the Seller or its
agent and there are no deficiencies in connection therewith and all such escrows
and deposits have been conveyed by the Seller to the Depositor and identified as
such with appropriate detail;

            (xxi)  Each  related  Mortgaged  Property  is  insured by a fire and
extended perils insurance policy,  issued by an insurer meeting the requirements
of the  Pooling  and  Servicing  Agreement,  in an  amount  not  less  than  the
replacement  cost (with no deduction for physical  depreciation)  and the amount
necessary to avoid the operation of any co-insurance  provisions with respect to
the related Mortgaged Property;  each related Mortgaged Property is also covered
by business  interruption  insurance  which  covers a period of not less than 12
months and  comprehensive  general  liability  insurance  in  amounts  generally
required by institutional  lenders for similar properties;  all premiums on such
insurance  policies  required  to be paid as of the date  hereof have been paid;
such  insurance  policies  require prior notice to the insured of termination or
cancellation,  and no such notice has been received;  such  insurance  names the
lender  under the  Mortgage  Loan and its  successors  and assigns as a named or
additional insured; other than the Credit Lease Loan, each related Mortgage Loan
obligates  the  related  borrower to maintain  all such  insurance  and, at such
borrower's failure to do so, authorizes the lender to maintain such insurance at
the  borrower's  cost and expense and to seek  reimbursement  therefor from such
borrower;

            (xxii) There is no monetary default,  breach,  violation or event of
acceleration   existing  under  the  related  Mortgage  Loan.  To  the  Seller's
knowledge,  there is no (a) material non-monetary default,  breach, violation or
event of  acceleration  existing  under the related  Mortgage  Loan or (b) event
(other than payments due but not yet delinquent) which, with the passage of time
or with notice and the  expiration  of any grace or cure period,  would and does
constitute a default, breach, violation or event of acceleration;

            (xxiii) No Mortgage Loan has been more than 30 days delinquent since
origination  and as of the  Cut-off  Date no  Mortgage  Loan is 30 or more  days
delinquent;

            (xxiv) Each related Mortgage contains provisions so as to render the
rights and remedies of the holder thereof  adequate for the realization  against
the Mortgaged Property of the benefits of the security, including realization by
judicial or, if applicable,  non-judicial foreclosure, and there is no exemption
available to the  borrower  which would  interfere  with such right to foreclose
(except as may be imposed by bankruptcy,  insolvency,  moratorium, redemption or
other  similar  laws  affecting  creditors'  rights  generally,  or  by  general
principles of equity) and to the Seller's knowledge,  no borrower is a debtor in
a state or federal bankruptcy or insolvency proceeding;


            (xxv) At origination,  each borrower  represented and warranted that
except as set forth in certain environmental reports and to its knowledge it has
not used,  caused  or  permitted  to exist and will not use,  cause or permit to
exist on the related  Mortgaged  Property any hazardous  materials in any manner
which violates federal,  state or local laws, ordinances,  regulations,  orders,
directives or policies  governing the use, storage,  treatment,  transportation,
manufacture, refinement, handling, production or disposal of hazardous materials
or  other  environmental  laws;  the  related  borrower  or an  affiliate  or an
affiliate  thereof  agreed to  indemnify,  defend and hold the mortgagee and its
successors and assigns harmless from and against losses,  liabilities,  damages,
injuries,  penalties,  fines,  expenses,  and  claims  of  any  kind  whatsoever
(including attorneys' fees and costs) paid, incurred or suffered by, or asserted
against,   any  such   party   resulting   from  a  breach   of  the   foregoing
representations,  warranties  or covenants  given by the borrower in  connection
with such  Mortgage  Loan.  A Phase I  environmental  report and with respect to
certain  Mortgage  Loans, a Phase II  environmental  report,  was conducted by a
reputable  environmental  engineer in connection with such Mortgage Loan,  which
report  did  not   indicate   any  material   non-compliance   with   applicable
environmental  laws or material  existence  of  hazardous  materials  or, if any
material  non-compliance  or  material  existence  of  hazardous  materials  was
indicated in any such report,  funds  sufficient to cure such findings have been
escrowed  by the  related  borrower  and  held by the  related  mortgagee  or an
operations  and  maintenance  program has been  required to be instituted by the
related  borrower.  To the best of the Seller's  knowledge,  in reliance on such
environmental  reports  and except as set forth in such  environmental  reports,
each Mortgaged Property is in material  compliance with all applicable  federal,
state and local  environmental  laws, and to the best of the Seller's knowledge,
no notice of violation of such laws has been issued by any  governmental  agency
or  authority,  except,  in all cases,  as  indicated  in certain  environmental
reports or other documents  previously provided to the Rating Agencies;  and the
Seller has not taken any action which would cause the Mortgaged  Property to not
be in compliance with all federal, state and local environmental laws pertaining
to environmental hazards;

            (xxvi)  (1)  Each  Mortgage  Loan   contains   provisions   for  the
acceleration  of the payment of the unpaid  principal  balance of such  Mortgage
Loan if,  without the consent of the holder of the  Mortgage  (and the  mortgage
requires the mortgagor to pay all fees and expenses  associated  with  obtaining
such  consent),  the  related  Mortgaged  Property  is  directly  or  indirectly
transferred or sold, and (2) each Mortgage Loan with a Stated Principal  Balance
of over  $20,000,000  also contains the provisions for the  acceleration  of the
payment of the unpaid  principal  balance of such Mortgage Loan if,  without the
consent of the holder of the Mortgage,  (and the mortgage requires the mortgagor
to pay  all  fees  and  expenses  associated  with  obtaining  such  consent)  a
controlling   interest  in  the  related  Borrower  is  directly  or  indirectly
transferred or sold;

            (xxvii) All  improvements  included in any MAI appraisals are within
the  boundaries  of the  related  Mortgaged  Property,  except  for  de  minimis
encroachments  onto  adjoining  parcels for which the Seller has obtained  title
insurance  against losses  arising  therefrom and no  improvements  on adjoining
parcels  encroach  onto the  related  Mortgaged  Property  except for de minimis
encroachments;

            (xxviii) The mortgage loan schedule  which is attached as an exhibit
to the Pooling and Servicing  Agreement is complete and accurate in all material
respects as of the dates of the information set forth therein;


            (xxix)  With  respect to any  Mortgage  Loan where all or a material
portion of the estate of the related  borrower  therein is a  leasehold  estate,
based  upon the terms of the ground  lease and any  estoppel  received  from the
ground lessor, the Seller represents and warrants that:

                  (A) The ground  lease or a  memorandum  regarding  such ground
      lease has been duly recorded. The ground lease permits the interest of the
      lessee to be encumbered by the related  Mortgage and does not restrict the
      use of the related  Mortgaged  Property by such lessee,  its successors or
      assigns in a manner that would adversely  affect the security  provided by
      the related  Mortgage.  To the Seller's best knowledge,  there has been no
      material  change in the terms of the ground  lease since its  recordation,
      except by any  written  instruments  which  are  included  in the  related
      mortgage file;

                  (B) The lessor under such ground lease has agreed in a writing
      included in the  related  mortgage  file that the ground  lease may not be
      amended,  modified,  canceled  or  terminated  without  the prior  written
      consent of the lender and that any such action without such consent is not
      binding on the lender, its successors or assigns;

                  (C) The ground lease has an original term (or an original term
      plus one or more optional renewal terms,  which,  under all circumstances,
      may be exercised, and will be enforceable, by the lender) that extends not
      less than 10 years  beyond the stated  maturity  of the  related  Mortgage
      Loan;

                  (D) Based on the title insurance policy (or binding commitment
      therefor)  obtained by the Seller,  the ground lease is not subject to any
      liens  or  encumbrances  superior  to,  or of  equal  priority  with,  the
      Mortgage,  subject to Permitted  Encumbrances  and liens that encumber the
      ground lessor's fee interest;

                  (E) The ground  lease is  assignable  to the lender  under the
      leasehold  estate  and its  assigns  without  the  consent  of the  lessor
      thereunder;

                  (F) As of the Closing Date,  the ground lease is in full force
      and effect,  the Seller has  received  no notice  that any default  beyond
      applicable notice and grace periods has occurred, and there is no existing
      condition  which,  but for the passage of time or giving of notice,  would
      result in a default under the terms of the ground lease;

                  (G) The ground lease or ancillary agreement between the lessor
      and the lessee  requires  the lessor to give  notice of any default by the
      lessee to the lender;

                  (H) A lender is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under the ground lease through legal proceedings,  or to take other
      action so long as the lender is proceeding diligently) to cure any default
      under the ground lease which is curable after the receipt of notice of any
      default  before the lessor may terminate  the ground lease.  All rights of
      the lender under the ground lease and the related Mortgage  (insofar as it
      relates  to the  ground  lease)  may be  exercised  by or on behalf of the
      lender;

                  (I) The  ground  lease does not  impose  any  restrictions  on
      subletting  that  would  be  viewed  as  commercially  unreasonable  by an
      institutional  investor.  The  lessor  is not  permitted  to  disturb  the
      possession,  interest or quiet enjoyment of any subtenant of the lessee in
      the relevant portion of the Mortgaged Property subject to the ground lease
      for any  reason,  or in any  manner,  which  would  adversely  affect  the
      security  provided  by the  related  Mortgage;

                  (J)  Under  the  terms of the  ground  lease  and the  related
      Mortgage, any related insurance proceeds or condemnation award (other than
      in respect  of a total or  substantially  total  loss or  taking)  will be
      applied  either to the repair or restoration of all or part of the related
      Mortgaged  Property,  with the lender or a trustee  appointed by it having
      the right to hold and  disburse  such  proceeds  as repair or  restoration
      progresses,  or to the payment of the outstanding principal balance of the
      Mortgage Loan, together with any accrued interest, except that in the case
      of condemnation  awards, the ground lessor may be entitled to a portion of
      such  award;

                  (K)  Under  the  terms of the  ground  lease  and the  related
      Mortgage, any related insurance proceeds, or condemnation award in respect
      of a total or substantially  total loss or taking of the related Mortgaged
      Property will be applied first to the payment of the outstanding principal
      balance of the Mortgage Loan,  together with any accrued  interest (except
      as provided  by  applicable  law or in cases where a different  allocation
      would not be  viewed as  commercially  unreasonable  by any  institutional
      investor,  taking into account the  relative  duration of the ground lease
      and the related  Mortgage and the ratio of the market value of the related
      Mortgaged  Property to the outstanding  principal balance of such Mortgage
      Loan).  Until the principal  balance and accrued interest rate are paid in
      full,  neither the lessee nor the lessor  under the ground lease will have
      an option to  terminate  or modify  the  ground  lease  without  the prior
      written  consent  of the  lender as a result of any  casualty  or  partial
      condemnation,  except to provide  for an  abatement  of the rent;  and

                  (L)  Provided  that the lender  cures any  defaults  which are
      susceptible  to being  cured,  the  lessor  has agreed to enter into a new
      lease upon  termination  of the  ground  lease for any  reason,  including
      rejection  of the  ground  lease in a  bankruptcy  proceeding;

            (xxx) With respect to Mortgage Loans that are  cross-collateralized,
all  other  loans  that are  cross-collateralized  by such  Mortgage  Loans  are
included in the Trust Fund;

            (xxxi) Neither  Seller nor any affiliate  thereof has any obligation
to make any capital  contribution  to any borrower under a Mortgage Loan,  other
than contributions made on or prior to the Closing Date;

            (xxxii) (1) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property, and (2) the fair market
value of such real property,  as evidenced by an MAI appraisal  conducted within
12 months of the  origination of the Mortgage Loan, was at least equal to 80% of
the principal amount of the Mortgage Loan (a) at origination (or if the Mortgage
Loan has been  modified in a manner that  constituted  a deemed  exchange  under
Section 1001 of the Code at a time when the Mortgage  Loan was not in default or
default with respect  thereto was not  reasonably  foreseeable,  the date of the
last such  modification)  or (b) at the  Closing  Date;  provided  that the fair
market  value of the real  property  interest  must  first be reduced by (A) the
amount of any lien on the real property  interest that is senior to the Mortgage
Loan (unless such senior lien also secures a Mortgage  Loan,  in which event the
computation  described in (a) and (b) shall be made on an aggregated  basis) and
(B) 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 (a) and (b)
shall be made on an aggregate basis);


            (xxxiii) There are no subordinate  mortgages encumbering the related
Mortgaged  Property,  nor are there any preferred  equity  interests held by the
Seller or any mezzanine debt related to such Mortgaged  Property,  except as set
forth in this Exhibit A or in the related Mortgage Loan Purchase Agreement;

            (xxxiv) The loan documents executed in connection with each Mortgage
Loan  require  that the related  borrower be a  single-purpose  entity (for this
purpose, "single-purpose entity" shall mean an entity, other than an individual,
that is formed or organized  solely for the purpose of owning and  operating one
or more  Mortgaged  Properties,  is  prohibited  from  engaging in any  business
unrelated to such  property  and the related  Mortgage  Loan,  does not have any
assets  other  than those  related  to its  interest  in the  related  Mortgaged
Property or its financing, or any indebtedness other than as permitted under the
related  Mortgage  Loan);

            (xxxv)  Each  Mortgage  Loan  prohibits  the related  borrower  from
mortgaging  or otherwise  encumbering  the  Mortgaged  Property  and,  except in
connection  with trade debt and equipment  financings in the ordinary  course of
borrower's business, from carrying any additional indebtedness,  except, in each
case, liens contested in accordance with the terms of the Mortgage Loans;

            (xxxvi) Each borrower  covenants in the Mortgage Loan documents that
it shall remain in material  compliance with all material licenses,  permits and
other legal requirements necessary and required to conduct its business;

            (xxxvii) Each  Mortgaged  Property is located on or  adjacent  to  a
dedicated road, or has access to an irrevocable  easement permitting ingress and
egress,  is served by public utilities and services  generally  available in the
surrounding  community  or  otherwise  appropriate  for  the  use in  which  the
Mortgaged  Property is currently being  utilized,  and is a separate tax parcel;

            (xxxviii) Based solely on a flood zone  certification or a survey of
the  related  Mortgaged  Property,  if any  portion of the  improvements  on the
Mortgaged  Property is located in an area  identified  by the Federal  Emergency
Management  Agency,  with respect to certain Mortgage Loans, or the Secretary of
Housing and Urban  Development  with respect to other Mortgage  Loans, as having
special  flood  hazards,  the terms of the Mortgage Loan require the borrower to
maintain flood insurance or at such borrowers  failure to do so,  authorizes the
Lender to maintain such insurance at the cost and expense of the borrower;

            (xxxix)  To the  knowledge  of the  Seller,  with  respect  to  each
Mortgage which is a deed of trust, a trustee,  duly qualified  under  applicable
law to serve as such,  currently  so serves and is named in the deed of trust or
has been substituted in accordance with applicable law, and except in connection
with a  trustee's  sale after a default  by the  related  borrower,  no fees are
payable to such trustee;

                (xl) With respect to the ACCOR Loans:

                  (A) the base rental payments under each ACCOR Credit Lease are
      equal to or  greater  than  the  payments  due  under  the loan  documents
      executed in  connection  with the related  ACCOR Credit Lease Loan and are
      payable  without  notice or  demand,  and  without  setoff,  counterclaim,
      recoupment,  abatement,  reduction or defense and a Residual  Value Policy
      has been obtained;

                  (B) the  obligations  of the Tenant  under  each ACCOR  Credit
      Lease,  including,  but not  limited to, the  obligation  of Tenant to pay
      fixed and additional  rent, are not affected by reason of any damage to or
      destruction of any portion of the related ACCOR Credit Lease Property; any
      taking  of such  ACCOR  Credit  Lease  Property  or any  part  thereof  by
      condemnation or otherwise; or any prohibition,  limitation,  interruption,
      cessation,  restriction,  prevention  or  interference  of  Tenant's  use,
      occupancy or enjoyment  of such ACCOR Credit Lease  Property;  except that
      the Tenant under either ACCOR Credit Lease may terminate such ACCOR Credit
      Lease  in  the  event  of  a   significant   casualty  or  a   significant
      condemnation; provided, however, the Tenant must either purchase the ACCOR
      Credit Lease  Property  for an amount  sufficient  to purchase  defeasance
      collateral  to defease a portion of the ACCOR Loan equal to the  allocated
      loan  amount  for such  Mortgage  Property  or  substitute  a  replacement
      property of equal or greater value;

                  (C)  every  obligation   associated  with  managing,   owning,
      developing and operating each ACCOR Credit Lease Property,  including, but
      not limited to, the costs  associated  with utilities,  taxes,  insurance,
      capital  and  structural  improvements,  maintenance  and  repairs  is  an
      obligation of the Tenant;

                  (D)  neither  ACCOR  Credit  Lease  Borrower  has  a  monetary
      obligation  under their  respective  ACCOR  Credit Lease that has not been
      met, or any nonmonetary  obligations  under their  respective ACCOR Credit
      Lease the breach of which would result in either the  abatement of rent, a
      right of setoff or the termination of the related ACCOR Credit Lease;

                  (E)  the  Tenant  under  either  ACCOR  Credit  Lease  can not
      terminate  or abate rent under  either  ACCOR  Credit Lease for any reason
      prior to the payments in full of (a) the principal  balance of the related
      ACCOR Loan, (b) all accrued and unpaid interest on such ACCOR Loan and (c)
      any other sums due and  payable  under such ACCOR  Loan;  except  that the
      Tenant under either  ACCOR  Credit Lease may  terminate  such ACCOR Credit
      Lease  in  the  event  of  a   significant   casualty  or  a   significant
      condemnation; provided, however, the Tenant must either purchase the ACCOR
      Credit Lease  Property  for an amount  sufficient  to purchase  defeasance
      collateral  to defease a portion of the ACCOR loan equal to the  allocated
      Loan  amount  for such  Mortgage  Property  or  substitute  a  replacement
      property of equal or greater value;

                  (F) if the Tenant assigns an ACCOR Credit Lease or sublets the
      related  ACCOR  Credit  Lease  Property,   the  Tenant  remains  primarily
      obligated  under such ACCOR  Credit  Lease  unless each Rating  Agency has
      confirmed  in writing  that such  transfer  or sublet will not result in a
      downgrade,  qualification or withdrawal of the then current ratings of the
      Certificates;

                  (G) the Tenant has agreed to indemnify  the ACCOR Credit Lease
      Borrower  from any claims of any  nature  relating  to both  ACCOR  Credit
      Leases and the ACCOR Credit Lease Properties;

                  (H) if the obligations of the Tenant under either ACCOR Credit
      Lease are guaranteed by a guarantor pursuant to a guaranty,  such guaranty
      is the legal,  valid and binding  obligation  of the  guarantor,  has been
      validly  assigned  to  the  mortgagee,   is  binding  on  the  guarantor's
      successors  and  assigns,  and may not be amended or released  without the
      mortgagee's  consent  and  the  guaranty  states  that it  represents  the
      unconditional  obligation  of the  guarantor  without any right of offset,
      counter  claim or defense and is a guarantee  of payment and  performance,
      not merely of collection;

                  (I) each ACCOR Credit Lease contains customary and enforceable
      provisions  which render the rights and remedies of the lessor  thereunder
      adequate for the  enforcement  and  satisfaction  of the  lessor's  rights
      thereunder;

                  (J)  in  reliance  on  a  tenant   estoppel   certificate  and
      representations  made by the  Tenant  under both  ACCOR  Credit  Leases or
      representations  made by the  related  borrower  under the  Mortgage  Loan
      documents,  as of the date of  origination  of each  ACCOR Loan and to the
      knowledge of Seller as of the Closing Date (a) each ACCOR Credit Lease was
      in full force and effect, and no default by the borrower or the Tenant has
      occurred  under  either  ACCOR  Credit  Lease,  nor is there any  existing
      condition which,  but for the passage of time or the giving of notice,  or
      both,  would  result in a default  under the terms of either  ACCOR Credit
      Lease,  (b) none of the  terms of  either  ACCOR  Credit  Lease  have been
      impaired,  waived,  altered or modified in any respect, (c) the Tenant has
      been released,  in whole or in part, from its obligations  under the ACCOR
      Credit  Leases,  (d) there is no right of rescission,  offset,  abatement,
      diminution, defense or counterclaim to either ACCOR Credit Lease, nor will
      the  operation  of any of the terms of the  ACCOR  Credit  Leases,  or the
      exercise  of any rights  thereunder,  render  either  ACCOR  Credit  Lease
      unenforceable, in whole or in part, or subject to any right of rescission,
      offset, abatement,  diminution, defense or counterclaim, and no such right
      of rescission, offset, abatement,  diminution, defense or counterclaim has
      been asserted  with respect  thereto and (e) each ACCOR Credit Lease has a
      term ending on or after the final maturity of the related ACCOR Loan;

                  (K) the  Mortgaged  Property is not subject to any lease other
      than the related ACCOR Credit Lease, no person has any possessory interest
      in, or right to occupy,  the Mortgaged  Property except under and pursuant
      to such ACCOR Credit  Lease and the Tenant under the related  ACCOR Credit
      Lease is in occupancy of the Mortgaged Property;

                  (L) the lender is  entitled  to notice of any event of default
      from the Tenant under the ACCOR Credit Leases and a reasonable opportunity
      to cure;

                  (M) the Tenant  under each ACCOR  Credit  Lease is required to
      make all rental  payments  directly  to the  lender,  its  successors  and
      assigns under the related ACCOR Loan;

                  (N) both ACCOR Loans  provide  that the related  ACCOR  Credit
      Lease cannot be modified without the consent of the lender thereunder;

                  (O) both ACCOR  Loans  have a DSCR  equal to or  greater  than
      1.00x;

                  (P) both  ACCOR  Loans  are  Balloon  Loans  and will  have an
      outstanding  principal  balance  equal to or less than 50% of the original
      principal balance; and

                  (Q) Residual Value Policy No.  01-01-20-0239  is in effect for
      the California  North Loan and Residual Value Policy No.  01-01-20-0244 is
      in effect for the ACCOR Mountain  Loan,  each of which policies was issued
      by R.V.I.  America  Insurance  Company;

           (xli)  With  respect to the ACCOR Loans:

                  (A) The claims on the Residual Value Policy will be payable to
      the loss payee and the Trustee, on behalf of the  Certificateholders,  has
      been designated as the loss payee;

                  (B) Pursuant to the terms of the Residual  Value  Policy,  the
      person  designated  as loss  payee is only  obligated  to file a notice of
      final claim with R.V.I.  America Insurance Company in order to collect the
      insured  amount;

                  (C) The Residual Value Policy premium has been paid in full as
      of the effective date of such policy;

                  (D) The Residual  Value Policy cannot be  terminated  prior to
      the  termination  date;

                  (E) The  effective  date for each ACCOR  Loan on the  Residual
      Value  Policy is prior to the  Closing  Date;

                  (F) The date upon which the outstanding  principal  balance of
      the ACCOR Loan is reduced to zero is the policy  termination date;

                  (G) The  insured  value is a  pre-determined  amount  for each
      ACCOR Loan and, unless otherwise noted, is equal to the expected  Mortgage
      Loan balance at Mortgage  Loan  maturity or  expiration  of initial  lease
      term;

                  (H) The insured  value shall always be greater than the amount
      R.V.I.  America  Insurance  Company  will pay to the loss  payee  upon the
      notification  of a claim (i.e.,  lesser of (i) the insured  value and (ii)
      the outstanding  principal balance at the time the claim is made, plus all
      accrued interest, less any sales proceeds received by the loss payee);

                  (I) The Residual  Value  Policy  cannot be amended at any time
      without the consent of the lender;

                  (J) The  Residual  Value  Policy  will  not  contain  borrower
      transfer restriction;

                  (K) The lease  termination  date  does not occur  prior to the
      policy  termination  date or Mortgage Loan maturity  date;  and

                  (L) R.V.I. America Insurance Company is required to pay claims
      made under the  Residual  Value  Policy  (subject to  compliance  with the
      payment requirements under the Residual Value Policy), within ten business
      days after  receipt of such claims.

            (xlii) To the knowledge of the Seller as of the Closing Date,  there
was  no  pending  action,  suit  or  proceeding,   arbitration  or  governmental
investigation  against any borrower or Mortgaged Property, an adverse outcome of
which would materially and adversely  affect such borrower's  ability to perform
under the related  Mortgage  Loan;

            (xliii)  No  advance  of funds  has been  made by the  Seller to the
related  borrower  (other than mezzanine  debt and the  acquisition of preferred
equity  interests  by  the  Preferred  Interest  Holder,  as  disclosed  in  the
Prospectus  Supplement)  and no funds have been  received  from any person other
than, or on behalf of, the related  borrower for, or on account of, payments due
on the Mortgage Loan;

            (xliv)  To the  extent  required  under  applicable  law,  as of the
Cut-off  Date,  the Seller was  authorized  to  transact  and do business in the
jurisdiction in which each related Mortgaged Property is located,  or failure to
be so  authorized  does not  materially  affect  the  ability  of the  Seller to
transact business in the jurisdiction in which each related  Mortgaged  Property
is located;

            (xlv) All collateral for the Mortgage Loans is being  transferred as
part of the  Mortgage  Loans;

            (xlvi)  Except  as  disclosed  in  the  Prospectus  Supplement,   in
connection  with  Crossed  Loans and  Multi-Property  Loans,  no  Mortgage  Loan
requires the lender to release any portion of the  Mortgaged  Property  from the
lien of the related  Mortgage  except upon (a) payment in full or  defeasance of
the related  Mortgage  Loan,  (b)  releases  of  unimproved  out-parcels  or (c)
releases of portions of the  Mortgaged  Property  which will not have a material
adverse  effect on the value of the  collateral  for the related  Mortgage Loan;


            (xlvii)  Any  insurance  proceeds  in respect of a casualty  loss or
taking will be applied either to (a) the repair or restoration of all or part of
the related  Mortgaged  Property,  with, in the case of all Mortgage Loans other
than Credit Lease Loans and with  respect to all  casualty  losses or takings in
excess of a specified  percentage  of the related loan amount,  the lender (or a
trustee  appointed by it) having the right to hold and disburse such proceeds as
the repair or  restoration  progresses or (b) to the payment of the  outstanding
principal  balance of such  Mortgage  Loan  together  with any accrued  interest
thereon;

            (xlviii) Each Form UCC-1  financing  statement,  if any,  filed with
respect  to  personal  property  constituting  a part of the  related  Mortgaged
Property,  together  with each Form UCC-2 or UCC-3  assignment,  if any, of such
financing  statement to the Seller and each Form UCC-2 or UCC-3  assignment,  if
any,  of such  financing  statement  executed  by the Seller in blank  which the
Trustee or its designee is  authorized to complete (and but for the insertion of
the name of the assignee  and any related  filing  information  which is not yet
available to the Seller) is in suitable  form for filing in the filing office in
which such financing statement was filed;

            (xlix) To the Seller's knowledge, (a) all material commercial leases
affecting the Mortgaged Properties securing the Mortgage Loans are in full force
and effect and (b) there exists no default  under any such  material  commercial
lease either by the lessee thereunder or by the related borrower that could give
rise to the  termination  of such  lease;

            (l) 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.  With respect to  properties  with a Stated
Principal  Balance of over $10,000,000,  if the related Mortgaged  Property does
not so comply, to the extent the Seller is aware of such non-compliance,  it has
required the related Borrower to obtain law and ordinance  insurance coverage in
amounts customarily  required by prudent commercial mortgage lenders;

            (li) Each Mortgage Loan  constitutes a "qualified  mortgage"  within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury  Regulation (as defined  herein) Section  1.860G-2(f)(2)  that treats a
defective  obligation  as a  qualified  mortgage  or any  substantially  similar
successor  provision) and all Prepayment  Premiums and Yield Maintenance Charges
constitute  "customary  prepayment  penalties"  within the  meaning of  Treasury
Regulation Section 1.860G-1(b)(2);

            (lii)  With  respect  to any  Mortgage  Loan  that  pursuant  to the
mortgage  documents  can be defeased,  (i) the Mortgage  Loan cannot be defeased
within two years of the Closing  Date,  (ii) the borrower can pledge only United
States  government  securities  in an amount  sufficient  to make all  scheduled
payments  under the  Mortgage  Loan when due,  (iii) the borrower is required to
provide independent  certified public accountants certify that the collateral is
sufficient to make such payments, (iv) the loan may be required to be assumed by
a single-purpose  entity  designated by the holder of the Mortgage Loan, and (v)
the  borrower is required to provide an opinion of counsel be provided  that the
trustee has a perfected  security interest in such collateral prior to any other
claim or interest;

            (liii) The mortgage  loan  documents  for each Mortgage Loan provide
that such Mortgage Loan is  non-recourse  to the related  parties thereto except
for certain  acts  including  the fraud,  willful  misconduct  or  material  and
intentional  misrepresentation by the related borrower and/or its affiliates and
any act  resulting in the  Mortgaged  Property  becoming an asset in a voluntary
bankruptcy or insolvency proceeding.  Additionally,  the Mortgage Loan Documents
for each Mortgage  Loan provide that the related  borrower  thereunder  shall be
liable to the  Seller  for any  losses  incurred  by the  Seller  due to (i) the
misapplication or misappropriation of rents,  insurance proceeds or condemnation
awards,  (ii) any  willful  act of  material  waste,  (iii)  any  breach  of the
environmental  covenants  contained in the related Mortgage Loan Documents,  and
(iv) fraud;

            (liv) If such Mortgage Loan is an ARD Loan, it commenced  amortizing
on its initial  scheduled Due Date and provides that: (i) its Mortgage Rate will
increase by no more than two percentage points in connection with the passage of
its  Anticipated  Repayment Date and so long as the Mortgage Loan is an asset of
the Trust Fund; (ii) its Anticipated Repayment Date is not less than seven years
following the origination of such Mortgage Loan; (iii) no later than the related
Anticipated  Repayment  Date,  if it has not  previously  done so,  the  related
borrower  is required  to enter into a "lockbox  agreement"  whereby all revenue
from  the  related  Mortgaged  Property  shall  be  deposited  directly  into  a
designated account  controlled by the Servicer;  and (iv) any cash flow from the
related  Mortgaged  Property  that is applied to  amortize  such  Mortgage  Loan
following its Anticipated Repayment Date shall, to the extent such net cash flow
is in excess of the Monthly  Payment payable  therefrom,  be net of budgeted and
discretionary (servicer approved) capital expenditures.

            (lv) Except as disclosed in the Prospectus Supplement, not more than
5% of the aggregate initial principal amount of the Mortgage Loans have the same
Mortgagor  or,  to  the  Seller's  best  knowledge,  have  mortgagors  that  are
affiliates of each other;

            (lvi) The servicing and  collection  practices  used with respect to
(i) the Mortgage  Loans  originated by the Seller since their  origination,  and
(ii) the Mortgage Loans purchased by the Seller (the "Purchased Mortgage Loans")
since  the time of such  purchase,  have,  in each  case,  been  legal  and meet
customary standards utilized by prudent commercial  mortgage loan servicer.  The
servicing and collection  practices used with respect to the Purchased  Mortgage
Loans prior to their sale to the Seller  were,  to the best of  knowledge of the
Seller,  legal  and met  customary  standards  utilized  by  prudent  commercial
mortgage loan servicers;

            (lvii) 28 CSFB  Mortgage  Loans  securing  1.45% of the Initial Pool
Balance are covered by an Environmental  Insurance Policy issued by Commerce and
Industry  Insurance  Company;  all premiums  therefor have been paid in full and
such policy is in full force and effect. All environmental  conditions  actually
known by the Seller,  including any  "Pollution  Conditions"  (as defined in the
Environmental  Insurance  Policy)  actually  known  by  the  Seller,  have  been
disclosed to Commerce and Industry Insurance Company.

            (lviii) Each of the Participation  and Intercreditor  Agreement (the
"L'Enfant Participation  Agreement") relating to Loan No. 9 on the Mortgage Loan
Schedule (the L'Enfant Loan) and the Co-Lender  Agreement relating to Loan No. 1
on the Mortgage Loan Schedule (the Exchange  Apartments  Loan) represent  legal,
valid and binding obligations of the Seller,  enforceable against the Seller, as
the  Other  B  Note  Participant  (as  defined  in  the  L'Enfant  Participation
Agreement) and as the holder of the Exchange  Apartments  Other Note (as defined
in the Prospectus Supplement),  respectively,  enforceable against the Seller in
accordance  with  their  respective  terms,  except as such  enforcement  may be
limited  by  bankruptcy,  insolvency,   reorganization  of  other  similar  laws
affecting  the  enforcement  of  creditors  rights  generally,  and  by  general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity of at law).



<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 Credit Suisse First Boston
Mortgage
Capital LLC ("CSFBMC");

            2. that  CSFBMC 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 CSFBMC, 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
            CS First  Boston Mortgage Capital Corp., under date of
            (the "Note");

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

            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  CSFBMC;  and

            7. upon  assignment  of the Note by CSFBMC  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    (the "Trustee") (which assignment may, at the discretion
of the Depositor,  be  made directly by CSFBMC to the Trustee) CSFBMC  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 CSFBMC's or the  Depositor's  failure to
deliver said original Note to the Trustee.



                                          CREDIT SUISSE FIRST BOSTON
                                          MORTGAGE CAPITAL LLC



                                          By:
                                             -----------------------------
                                             Authorized Signatory
Sworn to before me this

_____ day of October , 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,  Credit Suisse  First  Boston  Mortgage
     Capital LLC, a Delaware limited liability company,  whose address is Eleven
     Madison Avenue,  New York, New York 10010  ("ASSIGNOR") in consideration of
     ten and 00/100 ($10.00) dollars and other good and valuable  consideration,
     paid by The Chase Manhattan, 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 Schedule
     "A" 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 _______ __, 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 ________ 199_.

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  Credit
Suisse First Boston Mortgage Capital LLC, a Delaware limited liability  company,
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



                 CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
                                       TO
                      THE CHASE MANHATTAN BANK, AS TRUSTEE



                              RECORD AND RETURN TO:





<PAGE>



                                    Exhibit D

                    Form of Seller's In-House Counsel Opinion