EXHIBIT 4.1



              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor


                          MIDLAND LOAN SERVICES, INC.,
                                    Servicer


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                                Special Servicer


                        WELLS FARGO BANK MINNESOTA, N.A.,
                                     Trustee


                         POOLING AND SERVICING AGREEMENT


                          Dated as of December 1, 2002


                                 $1,185,313,661
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2002-CP5


<PAGE>

                                TABLE OF CONTENTS



                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms....................................................
Section 1.02  Certain Calculations.............................................
Section 1.03  Loan Identification Convention...................................
Section 1.04  Certain Matters with respect to the 1633 Broadway Loan...........


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans.....................................
Section 2.02  Acceptance by Trustee............................................
Section 2.03  Representations, Warranties and Covenants of the Depositor;
               Repurchase of Loans by a Mortgage Loan Seller for Defects in
               Mortgage Files and Breaches of Representations and Warranties...
Section 2.04  Issuance of Uncertificated Lower-Tier Interests; Execution of
               Certificates....................................................


                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

Section 3.01  Servicer to Act as Servicer; Special Servicer to Act as Special
               Servicer; Administration of the Loans...........................
Section 3.02  Collection of Loan Payments......................................
Section 3.03  Collection of Taxes, Assessments and Similar Items; Servicing
                Accounts.......................................................
Section 3.04  The Collection Account, Distribution Accounts, Excess Interest
               Distribution Account, Excess Liquidation Proceeds Reserve
               Account and A/B Loan Pair Custodial Accounts....................
Section 3.05  Permitted Withdrawals from the Collection Account and the
               Distribution Accounts...........................................
Section 3.06  Investment of Funds in the Collection Account, A/B Loan Pair
                Custodial Accounts, Servicing Accounts, Cash Collateral
                Accounts, Lock-Box Accounts and the REO Account................
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions and
               Fidelity Coverage...............................................
Section 3.08  Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses;
               Assumption Agreements; Defeasance Provisions....................
Section 3.09  Realization upon Defaulted Loans.................................
Section 3.10  Trustee to Cooperate; Release of Mortgage Files..................
Section 3.11  Servicing Compensation...........................................
Section 3.12  Reports to the Trustee; Collection Account Statements............
Section 3.13  Annual Statement as to Compliance................................
Section 3.14  Reports by Independent Public Accountants........................
Section 3.15  Access to Certain Information....................................
Section 3.16  Title to REO Property; REO Account...............................
Section 3.17  Management of REO Property.......................................
Section 3.18  Sale of Defaulted Loans and REO Properties.......................
Section 3.19  Additional Obligations of the Servicer and Special Servicer;
               Inspections; Appraisals.........................................
Section 3.20  Modifications, Waivers, Amendments and Consents..................
Section 3.21  Transfer of Servicing Between Servicer and Special Servicer;
               Record Keeping..................................................
Section 3.22  Sub-Servicing Agreements.........................................
Section 3.23  Representations, Warranties and Covenants of the Servicer........
Section 3.24  Representations, Warranties and Covenants of the Special
                Servicer ......................................................
Section 3.25  Consultation Rights of the Directing Certificateholder...........
Section 3.26  Limitation on Liability of the Directing Certificateholder.......
Section 3.27  Reports to the Securities and Exchange Commission; Available
               Information.....................................................
Section 3.28  Lock-Box Accounts and Servicing Accounts.........................
Section 3.29  Interest Reserve Account.........................................
Section 3.30  Limitations on and Authorizations of the Servicer and Special
               Servicer with Respect to Certain Mortgage Loans.................
Section 3.31  REMIC Administration.............................................
Section 3.32  Servicer and Special Servicer May Own Certificates...............
Section 3.33  Rights of the Holder of the 1633 Broadway B Loan.................


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions....................................................
Section 4.02  Statements to Certificateholders; Reports by Trustee; Other
               Information Available to the Holders and Others.................
Section 4.03  P&I Advances.....................................................
Section 4.04  Allocation of Collateral Support Deficit.........................
Section 4.05  Appraisal Reduction Amounts......................................
Section 4.06  Grantor Trust Reporting..........................................


                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates.................................................
Section 5.02  Registration of Transfer and Exchange of Certificates............
Section 5.03  Book-Entry Certificates..........................................
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates................
Section 5.05  Persons Deemed Owners............................................
Section 5.06  Access to Certificateholders' Names and Addresses................


                                   ARTICLE VI

                               THE DEPOSITOR, THE
                        SERVICER AND THE SPECIAL SERVICER

Section 6.01 Liability of the Depositor, the Servicer and the Special
              Servicer ........................................................
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the
               Servicer or the Special Servicer................................
Section 6.03  Limitation on Liability of the Trustee, the Depositor, the
               Servicer, the Special Servicer and Others.......................
Section 6.04  Servicer and Special Servicer Not to Resign; Assignment of
\              Servicing by Servicer or Special Servicer.......................
Section 6.05  Rights of the Depositor in Respect of the Servicer and the
               Special Servicer................................................


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default; Servicer and Special Servicer Termination. ...
Section 7.02  Trustee to Act; Appointment of Successor.........................
Section 7.03  Notification to Certificateholders...............................
Section 7.04  Waiver of Events of Default......................................
Section 7.05  Trustee Advances.................................................


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee................................................
Section 8.02  Certain Matters Affecting the Trustee............................
Section 8.03  Trustee Not Liable for Validity or Sufficiency of Certificates
               or Mortgage Loans...............................................
Section 8.04  Trustee May Own Certificates.....................................
Section 8.05  Fees and Expenses of Trustee; Indemnification of Trustee.........
Section 8.06  Eligibility Requirements for Trustee.............................
Section 8.07  Resignation and Removal of the Trustee...........................
Section 8.08  Successor Trustee................................................
Section 8.09  Merger or Consolidation of Trustee...............................
Section 8.10  Appointment of Co-Trustee or Separate Trustee....................
Section 8.11  [Reserved].......................................................
Section 8.12  Access to Certain Information....................................
Section 8.13  Representations, Warranties and Covenants of the Trustee.........


                                   ARTICLE IX

                       TERMINATION; PURCHASE OF ARD LOANS

Section 9.01  Termination Upon Repurchase or Liquidation of All Mortgage
               Loans ..........................................................
Section 9.02  Additional Termination Requirements..............................
Section 9.03  Purchase of ARD Mortgage Loans...................................


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01 Amendment........................................................
Section 10.02 Recordation of Agreement; Counterparts...........................
Section 10.03 Limitation on Rights of Certificateholders and B Loan Holders....
Section 10.04 Governing Law....................................................
Section 10.05 Notices..........................................................
Section 10.06 Severability of Provisions.......................................
Section 10.07 Grant of a Security Interest.....................................
Section 10.08 Successors and Assigns; Beneficiaries............................
Section 10.09 Article and Section Headings.....................................
Section 10.10 Notices to Rating Agencies.......................................

                                    EXHIBITS

A-1   Form of Class A-1 and Class A-2 Certificate
A-2   Form of Class A-X Certificate
A-3   Form of Class A-SP Certificate
A-4   Form of Class B, Class C, Class D and Class E Certificate
A-5   Form of Class F, Class G and Class H Certificate
A-7   Form of Class J, Class K, Class L, Class M, Class O, Class P and Class Q
      Certificate
A-7   Form of Class V Certificate
A-8   Form of Residual Certificate
B     Mortgage Loan Schedule
C-1   Form of QIB Investment Representation Letter - Qualified Institutional
      Buyer
C-2   Form of Regulation S Investment Representation Letter - Non-U.S. Person
C-3   Form of Investment Representation Letter - Institutional Accredited
      Investor
D-1   Form of Transfer Affidavit
D-2   Form of Transferor Letter
E     List of Mezzanine Loans
F     Form of Request for Release
G     Reserved
H     Form of Affidavit of Lost Note
I     Investor Certification
J     Form of Trustee Certification
K     Reserved
L     Form of Notice and Certification
M     Exceptions List for Mortgage Notes
N     Schedule of Reference Rates
O     Form of Certification to be provided to Depositor
<PAGE>


            This Pooling and Servicing Agreement (the "Agreement"), is dated as
of December 1, 2002, among Credit Suisse First Boston Mortgage Securities Corp.,
as Depositor, MIDLAND LOAN SERVICES, INC., as Servicer, GMAC COMMERCIAL MORTGAGE
CORPORATION, as Special Servicer, and WELLS FARGO BANK MINNESOTA, N.A., as
Trustee.

                                   PRELIMINARY STATEMENT:

            The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust") to be
created hereunder, the primary assets of which will be a pool of 141 multifamily
and commercial mortgage loans listed on Exhibit B hereto. As provided herein,
the Trustee shall elect or shall cause an election to be made that each of the
Upper-Tier REMIC and the Lower-Tier REMIC (as defined herein) be treated for
federal income tax purposes as a "real estate mortgage investment conduit" (a
"REMIC").

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Loans and certain other related assets subject
to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as the "Lower-Tier REMIC." The
Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-2-1, Class
LA-2-2, Class LA-2-3, Class LB, Class LC, Class LD, Class LE-1, Class LE-2,
Class LF, Class LG, Class LH, Class LJ, Class LK, Class LL, Class LM, Class LN,
Class LO, Class LP and Class LQ Uncertificated Interests will evidence "regular
interests" in the Lower-Tier REMIC (the "Uncertificated Lower-Tier Interests")
created hereunder. The sole class of "residual interests" in the Lower-Tier
REMIC created hereunder will be evidenced by the Class LR Certificates.

            As further provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Uncertificated Lower-Tier Interests
and certain other related assets subject to this Agreement as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as the "Upper-Tier REMIC." The Class A-1, Class A-2, Class A-X, Class
A-SP, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates
will evidence "regular interests" in the Upper-Tier REMIC created hereunder. The
sole class of "residual interests" in the Upper-Tier REMIC created hereunder
will be evidenced by the Class R Certificates.

            The portion of the Trust Fund representing Excess Interest and the
Excess Interest Distribution Account shall be treated as a grantor trust under
subpart E, Part I of subchapter J of the Code. The Class V Certificates will
represent undivided beneficial interests in the portion of the Trust Fund
consisting of the Excess Interest and the Excess Interest Distribution Account.
Additionally, the Trust shall not include any B Loan, any interest of the
holders of any B Loan (or the 1633 Broadway B Loan, if funded) or any A/B Loan
Pair Custodial Account.

            The following table sets forth the designation, the initial
pass-through rate (the "Pass-Through Rate"), the aggregate initial principal
amount (the "Original Certificate Balance") or notional balance ("Original
Notional Balance"), as applicable, and the initial ratings given each Class (as
indicated below) by the Rating Agencies (as defined herein) for each Class of
certificates comprising the interests in the Upper-Tier REMIC created hereunder:

                                UPPER-TIER REMIC

                                ORIGINAL CERTIFICATE BALANCE
                                (OR, IN THE CASE OF THE CLASS       INITIAL
   CLASS       PASS-THROUGH   A-X AND CLASS A-SP CERTIFICATES,     RATINGS(1)
DESIGNATION        RATE          ORIGINAL NOTIONAL BALANCE)        FITCH/S&P
-----------    ------------   --------------------------------     ---------
Class A-1        4.1060%              $353,118,000                  AAA/AAA
Class A-2        4.9400%              $620,320,000                  AAA/AAA
Class A-X          (2)              $1,185,313,661 (4)              AAA/AAA
Class A-SP         (3)              $1,035,816,000 (4)              AAA/AAA
Class B          5.0920%               $41,486,000                   AA/AA
Class C          5.2300%               $22,225,000                   A+/A+
Class D          5.2690%               $14,816,000                    A/A
Class E          5.3390%               $17,780,000                   A-/A-
Class F            (5)                  $8,890,000                 BBB+/BBB+
Class G            (6)                 $16,298,000                  BBB/BBB
Class H            (7)                 $14,816,000                 BBB-/BBB-
Class J          5.2500%               $22,225,000                  BB+/BB+
Class K          5.2500%                $5,927,000                   BB/BB
Class L          5.2500%                $8,889,000                  BB-/BB-
Class M          5.2500%                $7,409,000                   B+/B+
Class N          5.2500%                $4,445,000                    B/B
Class O          5.2500%                $4,703,000                   B-/B-
Class P          5.2500%                $7,150,000                  CCC/CCC
Class Q          5.2500%               $14,816,661                   NR/NR
Class R          None(8)                   None(8)

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

(1)   The Certificates marked "NR" have not been rated by the applicable Rating
      Agency.

(2)   The Class A-X Pass-Through Rate, as defined herein.

(3)   The Class A-SP Pass-Through Rate, as defined herein.

(4)   Original Notional Balance. The Class A-X and Class A-SP Certificates will
      not have a Certificate Balance and will not be entitled to receive
      distributions of principal.

(5)   The lesser of 5.7830% and the Weighted Average Net Mortgage Rate.

(6)   The lesser of 5.8810% and the Weighted Average Net Mortgage Rate.

(7)   The lesser of 6.3260% and the Weighted Average Net Mortgage Rate.

(8)   The Class R Certificates will not have a Certificate Balance or Notional
      Balance, will not bear interest and will not be entitled to distributions
      of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds
      remaining in the Upper-Tier Distribution Account after all required
      distributions under this Agreement have been made to each other Class of
      Certificates will be distributed to the Holders of the Class R
      Certificates.

            The following table sets forth the initial Lower-Tier Principal
Amounts and per annum rates of interest for the Uncertificated Lower-Tier
Interests:

                                LOWER-TIER REMIC

                                                ORIGINAL
                                 INTEREST      LOWER-TIER
                      CLASS        RATE     PRINCIPAL AMOUNT
                  ------------   --------   ----------------
                  Class LA-1-1      (1)     $ 42,819,000
                  Class LA-1-2      (1)     $ 84,903,000
                  Class LA-1-3      (1)     $161,243,000
                  Class LA-1-4      (1)     $ 64,153,000
                  Class LA-2-1      (1)     $ 11,169,000
                  Class LA-2-2      (1)     $ 50,505,000
                  Class LA-2-3      (1)     $558,646,000
                  Class LB          (1)     $ 41,486,000
                  Class LC          (1)     $ 22,225,000
                  Class LD          (1)     $ 14,816,000
                  Class LE-1        (1)     $  5,431,000
                  Class LE-2        (1)     $ 12,349,000
                  Class LF          (1)     $  8,890,000
                  Class LG          (1)     $ 16,298,000
                  Class LH          (1)     $ 14,816,000
                  Class LJ          (1)     $ 22,225,000
                  Class LK          (1)     $  5,927,000
                  Class LL          (1)     $  8,889,000
                  Class LM          (1)     $  7,409,000
                  Class LN          (1)     $  4,445,000
                  Class LO          (1)     $  4,703,000
                  Class LP          (1)     $  7,150,000
                  Class LQ          (1)     $ 14,816,661
                  Class LR      None(2)

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

(1)   The interest rate of each of the indicated Classes of Uncertificated
      Lower-Tier Interests is the Weighted Average Net Mortgage Rate.

(2)   The Class LR Certificates will not have a Certificate Balance or Notional
      Balance, will not bear interest and will not be entitled to distributions
      of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds
      remaining in the Lower-Tier Distribution Account after distributing the
      Lower-Tier Distribution Amount on each Distribution Date shall be
      distributed to the Holders of the Class LR Certificates as owners of the
      residual interests in the Lower-Tier REMIC.

            As of the close of business on the Cut-off Date (as defined herein),
the Loans had an aggregate principal balance, after application of all payments
of principal due on or before such date, whether or not received, equal to
$1,185,313,661.

            In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special Servicer and the Trustee agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01      Defined Terms.

            Whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.

            "1633 Broadway B Note": With respect to the 1633 Broadway Loan, the
related Mortgage Note, if any, not included in the Trust, which is subordinated
in right of payment to the A Note to the extent set forth in the related A/B
Intercreditor Agreement, but is secured by the 1633 Broadway Mortgage.

            "1633 Broadway Loan": The Loan represented by the 1633 Broadway
Mortgage Loan and any subsequently funded B Note. References herein to the 1633
Broadway Loan shall be construed to refer to the aggregate indebtedness under
the related A Note and the related 1633 Broadway B Note, provided such 1633
Broadway B Note has been funded.

            "1633 Broadway Mortgage": With respect to the 1633 Broadway Mortgage
Loan, the mortgage securing the A Note and the 1633 Broadway B Note on the
related Mortgaged Property.

            "1633 Broadway Mortgage Loan": That loan identified as Mortgage Loan
No. 1 on the Mortgage Loan Schedule.

            "A Loan": Any of the Mortgage Loans secured by the Mortgaged
Properties identified on the Mortgage Loan Schedule as 1633 Broadway, Walden of
Lakewood Apartments, Amerisuites San Antonio, Amerisuites Houston, Amerisuites
Austin and St. Tropez Apartments, respectively.

            "A Note": With respect to any A Loan, the Note included in the
Trust, which is senior in right of payment to the related B Note, if any, to the
extent set forth in the A/B Intercreditor Agreement.

            "A/B Intercreditor Agreement": With respect to each A/B Loan Pair,
the related intercreditor agreement to be entered into by and between the
holders of the related A Loan and the holder of the B Loan relating to the
relative rights of such holders of the respective A Loan and B Loan, as the same
may be further amended from time to time in accordance with the terms thereof.

            "A/B Loan Pair":  Any A Loan, together with the related B Loan.

            "A/B Loan Pair Custodial Account": Each of the custodial
sub-account(s) of the Collection Account (but which are not included in the
Trust) created and maintained by the Servicer pursuant to Section 3.04 on behalf
of the holder of a B Loan. Any such sub-account(s) shall be maintained as a
sub-account of an Eligible Account.

            "A/B Material Default": With respect to any CBA A/B Loan Pair, a
"Material Default" under, and within the meaning of, the related A/B
Intercreditor Agreement.

            "Accountant's Statement":  As defined in Section 3.14.

            "Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates, an amount equal to
interest for the related Interest Accrual Period at the Pass-Through Rate
applicable to such Class of Certificates for such Distribution Date, accrued on
the related Certificate Balance of such Class (or, in the case of the Class A-X
and Class A-SP Certificates, on the Notional Balance thereof) immediately prior
to such Distribution Date. The Accrued Certificate Interest Amount for each such
Class shall be calculated on the basis of a 360-day year composed of twelve
30-day months.

            "Acquisition Date": With respect to any REO Property, the first day
on which such REO Property is considered to be acquired by the Trust Fund and
the Lower-Tier REMIC within the meaning of Treasury regulation Section
1.856-6(b)(1), which is the first day on which the Lower-Tier REMIC is treated
as the owner of such REO Property for federal income tax purposes.

            "Actual/360 Loans": The Loans indicated by the term "Act/360" under
the column heading "Interest Calc." in the Mortgage Loan Schedule.

            "Actual/360 Mortgage Loan": A Mortgage Loan that is an Actual/360
Loan.

            "Additional Collateral": With respect to each Additional Collateral
Mortgage Loan, the cash reserve or irrevocable letter of credit partially
securing such Additional Collateral Mortgage Loan.

            "Additional Collateral Mortgage Loan": Any one of the Loans known as
Village at Rochester Hills, Plaza Escuela, The River at Rancho Mirage, Walnut
Ridge Apartment Homes, 1322 Space Park Drive and Whitesburg Plaza designated as
Loan Nos. 3, 4, 5, 11,62 and 72 respectively, on the Mortgage Loan Schedule.

            "Advance":  Any P&I Advance or Servicing Advance.

            "Advance Interest": The interest accrued on any Advance at the
Reimbursement Rate, which is payable to the party hereto that made that Advance,
all in accordance with the provisions hereof.

            "Adverse REMIC Event":  As defined in Section 3.31(g).

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            "Agent":  As defined in Section 5.02(g)(i)(A).

            "Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.

            "Annual Compliance Report": A report consisting of an annual
statement of compliance required by Section 3.13 hereof and the Accountant's
Statement.

            "Anticipated Repayment Date": With respect to any ARD Loan,
designated as such on the Mortgage Loan Schedule, the date upon which such ARD
Loan starts to accrue interest at its Revised Rate.

            "Appraisal": An appraisal prepared in accordance with 12
C.F.R.ss.225.64 by an Appraiser selected by the Servicer or Special Servicer, as
applicable.

            "Appraisal Reduction Amount": For any Distribution Date and for any
Mortgage Loan as to which an Appraisal Reduction Event has occurred, an amount
calculated by the Special Servicer equal to the excess, if any, of (a) the
Stated Principal Balance of such Mortgage Loan over (b) the excess of (i)(A) 90%
of the Appraised Value of the related Mortgaged Property as determined (1) with
respect to any Mortgage Loan with an outstanding principal balance equal to or
greater than $2,000,000, by one or more Appraisals (the costs of which shall be
paid by the Servicer as a Servicing Advance) or (2) with respect to any Mortgage
Loan with an outstanding principal balance less than $2,000,000, by an Appraisal
(or an update of a prior Appraisal) (the costs of which shall be paid by the
Servicer as a Servicing Advance) or an internal valuation performed by the
Special Servicer plus (B) any letter of credit, reserve, escrow or similar
amount held by the Servicer which may be applied to payments on the Mortgage
Loan over (ii) the sum of (X) to the extent not previously advanced by the
Servicer or the Trustee, all unpaid interest on such Mortgage Loan at a per
annum rate equal to its Mortgage Rate, (Y) all unreimbursed Advances in respect
of such Mortgage Loan together with interest thereon at the Reimbursement Rate
and (Z) all currently due and unpaid real estate taxes and assessments,
Insurance Policy premiums, ground rents and all other amounts due and unpaid
with respect to such Mortgage Loan, net of any amounts currently escrowed for
such amounts (which taxes, assessments, premiums, ground rents and other amounts
have not been subject to an Advance by the Servicer or the Trustee and/or for
which funds have not been escrowed).

            Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Mortgage Loan or the related REO
Property will be reduced to zero as of the date such Mortgage Loan becomes a
Corrected Mortgage Loan or is paid in full, liquidated, repurchased or otherwise
removed from the Trust Fund. For the avoidance of doubt, it is hereby agreed and
understood that no amount due under any CBA B Loan shall affect the calculation
of the Appraisal Reduction Amount with respect to any CBA A/B Loan Pair.

            "Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest of (i) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Mortgage Loan, (ii)
the date on which a reduction in the amount of Monthly Payments on such Mortgage
Loan, or a change in any other material economic term of such Mortgage Loan
(other than an extension of the Maturity Date for a period of six months or
less), becomes effective as a result of a modification of such Mortgage Loan by
the Special Servicer, (iii) 60 days after a receiver has been appointed for the
Borrower of the related Mortgaged Property, (iv) 30 days after a Borrower
declares bankruptcy; (v) 60 days after the borrower has become the subject of a
decree or order for a bankruptcy proceeding that shall have remained in force
undischarged and unstayed, and (vi) immediately after a Mortgage Loan becomes an
REO Loan; provided, however, that an Appraisal Reduction Event shall not be
deemed to occur at any time on and after the dates when the aggregate
Certificate Balances of all Classes of Certificates (other than the Class A
Certificates) have been reduced to zero. The Special Servicer shall notify the
Servicer, and the Servicer shall notify the Special Servicer promptly upon the
occurrence of any of the foregoing events.

            "Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal.

            "Appraiser": An Independent MAI, state certified organization with
five years of experience in properties of like kind and in the same geographic
area.

            "ARD Loan": Any Loan that provides for the accrual of Excess
Interest thereon if such Loan is not paid in full on or prior to its Anticipated
Repayment Date.

            "ARD Mortgage Loan": A Mortgage Loan that is an ARD Loan, and is
designated as such on the Mortgage Loan Schedule

            "Assignable Primary Servicing Fee": Any Primary Servicing Fee that
is payable to Midland or its permitted assignee pursuant to Section 3.11(a) and
subject to reduction by the Trustee pursuant to Section 3.11(a).

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument, executed by the
related Borrower, assigning to the related mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.

            "Assumed Scheduled Payment": For any Due Period and with respect to
any Mortgage Loan that is delinquent in respect of its Balloon Payment
(including any REO Loan as to which the Balloon Payment would have been past
due), an amount equal to the sum of (a) the principal portion of the Monthly
Payment that would have been due on such Loan on the related Due Date based on
the constant payment required by the related Note or the original amortization
schedule thereof (as calculated with interest at the related Mortgage Rate), if
applicable, assuming such Balloon Payment had not become due, after giving
effect to any modification of such Mortgage Loan, and (b) interest on the Stated
Principal Balance of such Mortgage Loan at the applicable Mortgage Rate (less
the Servicing Fee Rate and the Primary Servicing Fee Rate).

            "Authenticating Agent": Wells Fargo Bank Minnesota, N.A., or any
agent of the Trustee appointed to act as Authenticating Agent pursuant to
Section 5.01.

            "Available Funds": With respect to any Distribution Date, an amount
equal to the sum (without duplication) of:

            (a) the aggregate amount received on the Mortgage Loans (and any
      related REO Properties) and on deposit in the Collection Account as of the
      close of business on the Business Day preceding the related Servicer
      Remittance Date, exclusive of the following amounts (without duplication):

            (i) all Monthly Payments collected but due on a Due Date after the
      end of the related Due Period;

            (ii) all Principal Prepayments, Balloon Payments, Liquidation
      Proceeds or Insurance and Condemnation Proceeds, all amounts paid in
      connection with Loan repurchases pursuant to Section 2.03(b), and all
      other unscheduled recoveries received after the related Determination
      Date;

            (iii) all amounts in the Collection Account that are payable or
      reimbursable to any Person from such account pursuant to clauses (ii)
      through (xvii), inclusive, of Section 3.05(a);

            (iv) all amounts that are payable or reimbursable to any Person
      pursuant to clauses (ii) through (iv), inclusive, of Section 3.05(b);

            (v) all Prepayment Premiums and Yield Maintenance Charges;

            (vi) all amounts deposited in the Collection Account in error;

            (vii) any net interest or net investment income on funds on deposit
      in the Collection Account, the Interest Reserve Account, any Cash
      Collateral Account, any Lock-Box Account, any Reserve Account or any REO
      Account or in Permitted Investments in which such funds may be invested;

            (viii) with respect to those Loans that are Actual/360 Loans and any
      Distribution Date relating to each Interest Accrual Period ending in each
      February or in any January in a year which is not a leap year, an amount
      equal to one day of interest on the Stated Principal Balance of such Loans
      as of the Distribution Date in the month preceding the month in which such
      Distribution Date occurs at the related Mortgage Rates to the extent such
      amount is to be deposited in the Interest Reserve Account and held for
      future distribution pursuant to Section 3.29;

            (ix) in the case of each REO Property related to an A Loan, all
      amounts received with respect to the A Loan that are required to be paid
      to the holder of the related B Note pursuant to the terms of the related B
      Note and the related A/B Intercreditor Agreement (which amounts will be
      deposited into the related A/B Loan Pair Custodial Account pursuant to
      Section 3.04 and withdrawn from such accounts pursuant to Section 3.05);
      and

            (x) Excess Interest;

            (b) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred with respect to the Mortgage Loans from
      the REO Account to the Collection Account for such Distribution Date
      pursuant to Section 3.16(c);

            (c) the aggregate amount of any P&I Advances made in respect of the
      Mortgage Loans by the Servicer or the Trustee, as applicable, for such
      Distribution Date pursuant to Section 4.03 or 7.05 (which P&I Advances
      shall not include any related Servicing Fees, Primary Servicing Fees or
      Workout Fees);

            (d) all funds released from the Interest Reserve Account for
      distribution on such Distribution Date; and

            (e) all funds released from the Excess Liquidation Proceeds Reserve
      Account for distribution on such Distribution Date.

            "B Loan": With respect to each A Loan, the other mortgage loan that
(i) is not included in the Trust Fund, (ii) is subordinate in right of payment
to such A Loan to the extent set forth in the related A/B Intercreditor
Agreement and (iii) is secured by the same Mortgage on the same Mortgaged
Property as such A Loan.

            "B Loan Holder": With respect to any CBA Loan, CBA-Mezzanine Capital
Finance, LLC, or its successors and assigns, as the holder of such B Loan, and
with respect to the 1633 Broadway B Note, the holder of such Note when and if
such 1633 Broadway B Note is funded.

            "Balloon Loan": Any Loan that by its terms provides for an
amortization schedule extending beyond its Maturity Date.

            "Balloon Mortgage Loan":  A Mortgage Loan that is a Balloon Loan,

            "Balloon Payment": With respect to any Balloon Loan and any date of
determination, the scheduled payment of principal due on the Maturity Date of
such Loan (less principal included in the applicable amortization schedule or
scheduled Monthly Payment).

            "Balloon Payment Interest Excess": With respect to any Balloon Loan
as to which the Maturity Date occurs in the same Due Period as the prior Due
Date for such Balloon Loan, and as to which the related Balloon Payment is paid
during the Due Period after such prior Due Date, the amount of interest (net of
related Servicing Fees and, if applicable, Excess Interest) accrued on such
Balloon Loan from such prior Due Date to, but not including, the date the
related Balloon Payment is paid, to the extent such interest is actually paid by
the related Borrower in connection with the payment of the related Balloon
Payment on or before such Maturity Date.

            "Balloon Payment Interest Shortfall": With respect to any Balloon
Loan as to which the Maturity Date occurs after the Determination Date in any
calendar month, and as to which the related Balloon Payment was made during the
Due Period in which such Maturity Date occurs, the amount of interest that would
have accrued on such Balloon Loan at the related Net Mortgage Rate from such
Maturity Date to but not including the date that (but for the occurrence of such
Maturity Date) would otherwise have been the next succeeding scheduled Due Date,
to the extent not paid by the related Borrower.

            "Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Loan and any of the Class A-1, Class A-2, Class B, Class C, Class D,
Class E, Class F, Class G and Class H Certificates, a fraction (not greater than
1) (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate
on such Class of Certificates exceeds (ii) the Yield Rate used in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment and (b)
whose denominator is the amount, if any, by which the (i) Mortgage Rate on such
Loan exceeds (ii) the Yield Rate (as provided by the Servicer) used in
calculating the Yield Maintenance Charge with respect to such Principal
Prepayment; provided, however, that if such Yield Rate is greater than or equal
to the lesser of (x) the Mortgage Rate on such Loan and (y) the Pass-Through
Rate described in clause (a)(i) above, then the Base Interest Fraction shall be
zero.

            "Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.

            "Borrower": With respect to any Loan, any obligor or obligors on any
related Note or Notes.

            "Breach":  As defined in Section 2.03(b).

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in the States of New York, Maryland, Minnesota,
California and Pennsylvania are authorized or obligated by law or executive
order to remain closed.

            "Cash Collateral Account": With respect to any Loan that has a
Lock-Box Account, any account or accounts created pursuant to the related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or other loan
document, into which account or accounts the Lock-Box Account monies are swept
on a regular basis for the benefit of the Trustee as successor to the Mortgage
Loan Seller's interest in the Loans. Any Cash Collateral Account shall be
beneficially owned for federal income tax purposes by the Person who is entitled
to receive all reinvestment income or gain thereon in accordance with the terms
and provisions of the related Loan and Section 3.06, which Person shall be taxed
on all reinvestment income or gain thereon. The Servicer shall be permitted to
make withdrawals therefrom solely for deposit into the Collection Account or a
Servicing Account, or to remit to Borrower as required by the related loan
documents, as applicable. To the extent not inconsistent with the terms of the
related Loan, each such Cash Collateral Account shall be an Eligible Account.

            "Cash Collateral Account Agreement": With respect to any Loan, the
cash collateral account agreement, if any, between the related Mortgage Loan
Originator and the related Borrower, pursuant to which the related Cash
Collateral Account, if any, may have been established.

            "CBA A Loan": Any of the Mortgage Loans secured by the Mortgaged
Properties identified on the Mortgage Loan Schedule as Walden of Lakewood
Apartments, Amerisuites San Antonio, Amerisuites Houston, Amerisuites Austin and
St. Tropez Apartments, respectively.

            "CBA A/B Loan Pair": Any CBA A Loan, together with the related CBA B
Loan.

            "CBA B Loan": With respect to each CBA A Loan, the other mortgage
loan that (i) is not included in the Trust Fund, (ii) is subordinate in right of
payment to such CBA A Loan to the extent set forth in the related A/B
Intercreditor Agreement and (iii) is secured by the same Mortgage on the same
Mortgaged Property as such CBA A Loan.

            "CBA B Loan Holder": With respect to any CBA B Loan, CBA-Mezzanine
Capital Finance, LLC, or its successors and assigns, as the holder of such CBA B
Loan.

            "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

            "Certificate": Any one of the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CP5, as executed, authenticated and delivered by the Trustee.

            "Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-SP Certificates), (i) on or
prior to the first Distribution Date, an amount equal to the Original
Certificate Balance of such Class as specified in the Preliminary Statement
hereto, and (ii) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class on the Distribution Date immediately
prior to such date of determination (determined as adjusted pursuant to Section
1.02(iii)).

            "Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

            "Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement with respect to the rights, obligations or liabilities of the
Trustee, the Servicer or the Special Servicer, any Certificate registered in the
name of the Trustee, the Servicer, the Special Servicer or any Affiliate of any
of them shall be deemed not to be outstanding, and the Voting Rights to which it
is entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent, approval or
waiver has been obtained; provided that (i) such restrictions shall not apply to
the selection of the Controlling Class (or the Directing Certificateholder) or
the exercise of the Special Servicer's or its Affiliates' rights as a member of
the Controlling Class and (ii) the foregoing shall not apply if the Trustee, the
Servicer or the Special Servicer, as the case may be, and/or their Affiliates,
own the entire Class of each Class of Certificates affected by such action,
vote, consent or waiver. The Trustee shall be entitled to request and
conclusively rely upon a certificate of the Servicer or the Special Servicer in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

            "Certification Parties" has the meaning set forth in Section
3.27(b).

            "Certifying Person" has the meaning set forth in Section 3.27(b).

            "Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates or Uncertificated Lower-Tier
Interests bearing the same alphabetical (and, if applicable, numerical) Class
designation.

            "Class A Certificate":  Any Class A-1 or Class A-2 Certificate.

            "Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-1 Pass-Through Rate":  4.1060% per annum.

            "Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

            "Class A-2 Pass-Through Rate":  4.94000% per annum.

      "Class A-X  Certificate":  A Certificate  designated as "Class A-X" on the
face thereof, in the form of Exhibit A-2 hereto.

      "Class  A-X  Component":  Any one of the  Components  set forth  under the
definition of "Class A-X Strip Rate."

            "Class A-X Notional Amount": With respect to the Class A-X
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

            "Class A-X Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
Class A-X Strip Rates of the Components for such Distribution Date, weighted on
the basis of their respective Component Notional Balances.

            "Class A-X Strip Rate": With respect to any Class of Components
(other than Component A-1-2, Component A-1-3, Component A-1-4, Component A-2-1,
Component A-2-2, Component A-2-3, Component B, Component C, Component D,
Component E-1, Component E-2 and Component F) for any Distribution Date, a rate
per annum equal to (i) the Weighted Average Net Mortgage Rate for such
Distribution Date, minus (ii) the Pass-Through Rate for the Related
Certificates, and in the case of Component A-1-2, Component A-1-3, Component
A-1-4, Component A-2-1, Component A-2-2, Component A-2-3, Component B, Component
C, Component D, Component E-1, Component E-2 and Component F, (i) for any
Distribution Date occurring on or before the related Component Crossover Date,
(x) the Weighted Average Net Mortgage Rate for such Distribution Date minus (y)
the sum of the Pass-Through Rate for the Related Certificates for such
Distribution Date and the Class A-SP Strip Rate for such Component for such
Distribution Date, and (ii) for any Distribution Date occurring after the
related Component Crossover Date, a rate per annum equal to (x) the Weighted
Average Net Mortgage Rate for such Distribution Date, minus (y) the Pass-Through
Rate for the Related Certificates (provided that in no event shall any Class A-X
Strip Rate be less than zero).

      "Class A-SP Certificate":  A Certificate designated as "Class A-SP" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class A-SP Component": Each of Component A-1-2, Component A-1-3,
Component A-1-4, Component A-2-1, Component A-2-2, Component A-2-3, Component B,
Component C, Component D, Component E-1, Component E-2 and Component F.

      "Class A-SP Notional Amount": As of any date of determination,  the sum of
the then Component Notional Amounts of the Class A-SP Components.

            "Class A-SP Pass-Through Rate": As to any Distribution Date, the per
annum rate, expressed as a percentage, equal to the weighted average of the
Class A-SP Strip Rate of the Class A-SP Components for such Distribution Date.

            "Class A-SP Strip Rate": With respect to each of the Class A-SP
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Component Crossover Date,
(x) the lesser of (I) the Weighted Average Net Mortgage Rate for such
Distribution Date and (II) the Reference Rate for such Distribution Date minus
(y) the Pass-Through Rate for the Related Certificates (provided that in no
event shall any Class A-SP Strip Rate be less than zero), and (ii) for any
Distribution Date occurring after the related Component Crossover Date, 0% per
annum.

            "Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-4 hereto.

            "Class B Pass-Through Rate": 5.0920% per annum.

            "Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-4 hereto.

            "Class C Pass-Through Rate":  5.2300% per annum.

            "Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-4 hereto.

            "Class D Pass-Through Rate": 5.2690% per annum.

            "Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-4 hereto.

            "Class E Pass-Through Rate": 5.3390% per annum.

            "Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-5 hereto.

            "Class F Pass-Through Rate": The lesser of (i) 5.7830% per annum and
(ii) the Weighted Average Net Mortgage Rate.

            "Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-5 hereto.

            "Class G Pass-Through Rate": The lesser of (i) 5.8810% per annum and
(ii) the Weighted Average Net Mortgage Rate.

            "Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-5 hereto.

            "Class H Pass-Through Rate": The lesser of (i) 6.3260% per annum and
(ii) the Weighted Average Net Mortgage Rate.

            "Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class J Pass-Through Rate": 5.2500% per annum.

            "Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class K Pass-Through Rate": 5.2500% per annum.

            "Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class L Pass-Through Rate": 5.2500% per annum.

            "Class LA-1-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-1-4 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-2-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-2-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LA-2-3 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LB Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LC Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LD Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LE-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LE-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LF Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LG Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LH Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LJ Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LK Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LL Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LM Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LN Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LO Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LP Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LQ Uncertificated Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.

            "Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-8 hereto.

            "Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class M Pass-Through Rate": 5.2500% per annum.

            "Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class N Pass-Through Rate": 5.2500% per annum.

            "Class O Certificate": A Certificate designated as "Class O" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class O Pass-Through Rate": 5.2500% per annum.

            "Class P Certificate": A Certificate designated as "Class P" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class P Pass-Through Rate": 5.2500% per annum.

            "Class Q Certificate": A Certificate designated as "Class Q" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class Q Pass-Through Rate": 5.2500% per annum.

            "Class R Certificate": A Certificate designated as "Class R" on the
face thereof, in the form of Exhibit A-8 hereto.

            "Class V Certificate": A Certificate designated as "Class V" on the
face thereof, in the form of Exhibit A-7 hereto. The Class V Certificates have
no Pass-Through Rate, Certificate Balance or Notional Balance.

            "Clearstream": Clearstream, Luxembourg, societe anonyme (formerly
known as Cedelbank), a corporation organized under the laws of the Duchy of
Luxembourg.

            "Closing Date": December 23, 2002.

            "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, issuers, placement agents and
underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the
commercial mortgage loan securitization industry and one of whose principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Servicer and reasonably acceptable to the Trustee, the Fiscal Agent, the
Special Servicer and the Directing Certificateholder.

            "CMSA Bond Level File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Bond Level File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (provided that such
changes are reasonably acceptable to the Servicer and the Special Servicer and
do not materially increase the expense of such reporting).

            "CMSA Collateral Summary File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally (provided that such
changes are reasonably acceptable to the Servicer and the Special Servicer and
do not materially increase the expense of such reporting).

            "CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally (provided that such changes are
reasonably acceptable to the Servicer and the Special Servicer and do not
materially increase the expense of such reporting).

            "CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally (provided
that such changes are reasonably acceptable to the Servicer and the Special
Servicer and do not materially increase the expense of such reporting).

            "CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally (provided that such
changes are reasonably acceptable to the Servicer and the Special Servicer and
do not materially increase the expense of such reporting).

            "CMSA Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally (provided
that such changes are reasonably acceptable to the Servicer and the Special
Servicer and do not materially increase the expense of such reporting).

            "CMSA Historical Loan Modification Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Historical Loan Modification Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage securities transactions
generally (provided that such changes are reasonably acceptable to the Servicer
and the Special Servicer and do not materially increase the expense of such
reporting).

            "CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Loan Periodic Update File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally (provided
that such changes are reasonably acceptable to the Servicer and the Special
Servicer and do not materially increase the expense of such reporting).

            "CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally (provided that such changes are
reasonably acceptable to the Servicer and the Special Servicer and do not
materially increase the expense of such reporting).

            "CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally (provided that such
changes are reasonably acceptable to the Servicer and the Special Servicer and
do not materially increase the expense of such reporting).

            "CMSA Operating Statement Analysis Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Operating Statement Analysis Report" available as of the Closing
Date on the CMSA Website or in such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally (provided that such changes are reasonably acceptable to
the Servicer and the Special Servicer and do not materially increase the expense
of such reporting).

            "CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally (provided that such changes are
reasonably acceptable to the Servicer and the Special Servicer and do not
materially increase the expense of such reporting).

            "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally (provided that such
changes are reasonably acceptable to the Special Servicer and do not materially
increase the expense of such reporting).

            "CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in such
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally, it being acknowledged that
Servicer shall use the form recommended by the CMSA for use beginning in April
2003 for any time period subsequent to the Closing Date (provided that such
changes are reasonably acceptable to the Servicer and do not materially increase
the expense of such reporting).

            "CMSA Website": The CMSA's Website located at "www.cmbs.org" or such
other primary website as the CMSA may establish for dissemination of its report
forms.

            "Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of
the Treasury issued pursuant thereto.

            "Collateral Support Deficit": As defined in Section 4.04.

            "Collection Account": One or more separate custodial accounts
created and maintained by the Servicer or any Sub-Servicer on behalf of the
Servicer pursuant to Section 3.04(a) in the name of the Trustee on behalf of the
Certificateholders and any related B Loan Holder, into which the amounts set
forth in Section 3.04(a) shall be deposited directly, which account shall be
entitled "Midland Loan Services, Inc., in trust for Wells Fargo Bank Minnesota,
N.A., as Trustee for the benefit of Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CP5, and the B Loan Holder, as applicable, as their interest may appear
Collection Account." Any such account or accounts shall be an Eligible Account
and shall be part of the Lower-Tier REMIC.

            "Commission": The Securities and Exchange Commission.

            "Component": Each of Component A-1-1, Component A-1-2, Component
A-1-3, Component A-1-4, Component A-2-1, Component A-2-2, Component A-2-3,
Component B, Component C, Component D, Component E, Component F, Component G,
Component H, Component J, Component K, Component L, Component M, Component N,
Component O, Component P and Component Q.

            "Component Crossover Date": (i) With respect to the Class A-1-2
Component, the Distribution Date occurring in June 2004, (ii) with respect to
the Class A-1-3 Component, the Distribution Date occurring in December 2004,
(iii) with respect to the Class A-1-4 Component, the Distribution Date occurring
in June 2007, (iv) with respect to the Class A-2-1 Component, the Distribution
Date occurring in June 2007,(v) with respect to the Class A-2-2 Component, the
Distribution Date occurring in December 2008, (vi) with respect to the Class
A-2-3 Component, the Distribution Date occurring in December 2009, (vii) with
respect to the Class B Component, the Class C Component and the Class D
Component, the Distribution Date occurring in December 2009, (viii) with respect
to the Class E-1 Component the Distribution Date occurring in December 2008;
(ix) with respect to the Class E-2 Component, the Distribution Date occurring in
December 2009 and (x) with respect to the Class F Component, the Distribution
Date occurring in December 2008.

            "Component A-1-1": One of twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-1 Uncertificated Interest as of
any date of determination.

            "Component A-1-2": One of twenty-three components of the Class A-X
Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-1-2 Uncertificated Interest as of any date of
determination.

            "Component A-1-3": One of the twenty-three components of the Class
A-X Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-1-3 Uncertificated Interest as of any date of
determination.

            "Component A-1-4": One of the twenty-three components of the Class
A-X Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-1-4 Uncertificated Interest as of any date of
determination.

            "Component A-2-1": One of the twenty-three components of the Class
A-X Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-2-1 Uncertificated Interest as of any date of
determination.

            "Component A-2-2": One of the twenty-three components of the Class
A-X Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-2-2 Uncertificated Interest as of any date of
determination.

            "Component A-2-3": One of the twenty-three components of the Class
A-X Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-2-3 Uncertificated Interest as of any date of
determination.

            "Component B": One of the twenty-three components of the Class A-X
Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LB Uncertificated Interest as of any date of
determination.

            "Component C": One of the twenty-three components of the Class A-X
Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LC Uncertificated Interest as of any date of
determination.

            "Component D": One of the twenty-three components of the Class A-X
Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LD Uncertificated Interest as of any date of
determination.

            "Component E-1": One of the twenty-three components of the Class A-X
Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LE-1 Uncertificated Interest as of any date of
determination.

            "Component E-2": One of the twenty-three components of the Class A-X
Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LE-2 Uncertificated Interest as of any date of
determination.

            "Component F": One of the twenty-three components of the Class A-X
Certificates and one of the twelve components of the Class A-SP Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LF Uncertificated Interest as of any date of
determination.

            "Component G": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LG Uncertificated Interest as of any
date of determination.

            "Component H": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LH Uncertificated Interest as of any
date of determination.

            "Component J": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LJ Uncertificated Interest as of any
date of determination.

            "Component K": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LK Uncertificated Interest as of any
date of determination.

            "Component L": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LL Uncertificated Interest as of any
date of determination.

            "Component M": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LM Uncertificated Interest as of any
date of determination.

            "Component N": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LN Uncertificated Interest as of any
date of determination.

            "Component O": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LO Uncertificated Interest as of any
date of determination.

            "Component P": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LP Uncertificated Interest as of any
date of determination.

            "Component Q": One of the twenty-three components of the Class A-X
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LQ Uncertificated Interest as of any
date of determination.

            "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then Lower-Tier Principal Amount
of its Related Uncertificated Lower-Tier Interest.

            "Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates then outstanding that has a
Certificate Balance at least equal to 25% of the initial Certificate Balance of
such Class (or, if no such Class exists, the most subordinate Class then
outstanding). As of the Closing Date, the Controlling Class shall be the Class Q
Certificates.

            "Controlling Class Certificateholder": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee from time to time.

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at (i) 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attn: Corporate Trust Services, telecopy number (410)
715-2380, Attention: Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2002-CP5, and for
certificate transfer purposes at Sixth Street and Marquette Avenue, Minneapolis,
MN 55479-0113, Attention: Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2002-CP5.

            "Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and as to which Mortgage Loan the Special Servicer has returned
servicing to the Servicer pursuant to Section 3.21(a).

            "Crossed Mortgage Loan": Any Mortgage Loan which is cross-defaulted
and cross-collateralized with any other Mortgage Loan. For the avoidance of
doubt, no A Loan or B Loan shall be deemed a Crossed Mortgage Loan under this
Agreement.

            "Crossed Mortgage Loan Repurchase Criteria": (i) the Debt Service
Coverage Ratio for any related Crossed Mortgage Loans that remain in the trust
for the four calendar quarters immediately preceding the repurchase or
substitution is not less than the greater of (a) the Debt Service Coverage Ratio
for such Crossed Mortgage Loans, including the affected Crossed Mortgage Loan,
for the four calendar quarters immediately preceding the repurchase or
substitution and (b) .05x below the Debt Service Coverage Ratio for such Crossed
Mortgage Loans, including the affected Crossed Mortgage Loan set forth in the
Prospectus Supplement; (ii) the Loan-to-Value Ratio for any related Crossed
Mortgage Loans that remain in the trust (determined at the time of repurchase or
substitution based upon an appraisal (if required) obtained by the Special
Servicer at the expense of the related Mortgage Loan Seller) is not greater than
the lesser of (a) the Loan-to-Value Ratio for such Crossed Mortgage Loans
including the affected Crossed Mortgage Loan (determined at the time of
repurchase or substitution based upon an appraisal (if required) obtained by the
Special Servicer at the expense of the related Mortgage Loan Seller) and (b) 5%
more than the Loan-to-Value Ratio for such Crossed Mortgage Loans including the
affected Crossed Mortgage Loan set forth in the Prospectus Supplement; and (iii)
the Trustee receives an Opinion of Counsel to the effect that such repurchase or
substitution will not result in the imposition of a tax on the assets of the
Trust Fund, cause any REMIC created hereunder to fail to qualify as a REMIC for
federal or applicable state tax purposes, cause the crossed loans to cease to be
a "qualified mortgage" within the meaning of Internal Revenue Code Section
860G(a)(3) or result in a significant modification of the Crossed Mortgage Loans
within the meaning of Treasury Regulations Section 1.860G-2(b) at any time that
any Certificate is outstanding.

            "CSFB Mortgage Loans": The Mortgage Loans transferred to the
Depositor pursuant to the CSFB Mortgage Loan Purchase Agreement and identified
on Schedule II thereto.

            "CSFB Mortgage Loan Purchase Agreement": With respect to the CSFB
Loans which are identified therein, the agreement between the Depositor and the
CSFB Mortgage Loan Seller, dated as of December 1, 2002, relating to the
transfer of all of the CSFB Mortgage Loan Seller's right, title and interest in
and to the CSFB Mortgage Loans.

            "CSFB Mortgage Loan Seller": Column Financial, Inc., a Delaware
corporation, and its successors in interest.

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Mortgage Loans in December 2002.

            "Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of principal due on or before such date,
whether or not received.

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan for
any twelve-month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period not adjusted for any reserves,
other than taxes and insurance (whether or not such reserves are escrowed by the
Servicer), to (ii) the aggregate amount of Monthly Payments (other than any
Balloon Payment) due under such Mortgage Loan during such period, provided any
such calculation of Debt Service Coverage Ratio hereunder shall not include any
potential draws from a debt service reserve, letter of credit or guaranty/surety
bond.

            "Default Interest": With respect to any Mortgage Loan (or successor
REO Loan), interest accrued on such Mortgage Loan (or REO Loan) at the excess of
(i) the related Default Rate over (ii) the sum of the related Mortgage Rate and,
if applicable, the related Excess Rate.

            "Default Rate": With respect to each Mortgage Loan, the per annum
rate at which interest accrues on such Mortgage Loan following any event of
default on such Mortgage Loan, including a default in the payment of a Monthly
Payment or a Balloon Payment.

            "Defaulted Mortgage Loan": A Specially Serviced Mortgage Loan that
is at least sixty days delinquent in respect of its Monthly Payments by the
Borrower or more than 30 days delinquent in respect of its Balloon Payment
(unless the Servicer has a firm commitment from the Borrower to refinance, then
60 days), if any, in each case without giving effect to any grace period
permitted by the related Mortgage or Note and without regard to any acceleration
of payments under the related Mortgage and Note; provided, however, that no
Monthly Payment (other than a Balloon Payment) shall be deemed delinquent if
less than ten dollars of all amounts due and payable on such Mortgage Loan has
not been received.

            "Defaulting Party": As defined in Section 7.01(b).

            "Defeasance Collateral": As defined in Section 3.08(f)(i).

            "Defeasance Mortgage Loan": As defined in Section 3.08(f).

            "Defect": As defined in Section 2.02(e).

            "Deficient Valuation": With respect to any Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding principal balance of the Loan, which valuation results from
a proceeding initiated under the Bankruptcy Code.

            "Definitive Certificate": A Certificate issued in registered,
definitive physical form.

            "Denomination": As defined in Section 5.01(b).

            "Depositor": Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.

            "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.

            "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

            "Depository Rules": As defined in Section 5.02(b).

            "Determination Date": With respect to any Distribution Date, the
close of business on the 11th day of the month in which such Distribution Date
occurs, or if such 11th day is not a Business Day, the Business Day immediately
following such 11th day.

            "Directing Certificateholder": The Controlling Class
Certificateholder selected by the Holders of more than 50% of the Percentage
Interests in the Controlling Class, by Certificate Balance, as certified by the
Trustee from time to time and as shall be evidenced by notice delivered by the
Directing Certificateholder to the parties hereto and the prior Directing
Certificateholder, if any; provided, however, that until a Directing
Certificateholder is so selected or after receipt of a notice from the Holders
of more than 50% of the Percentage Interests in the Controlling Class that a
Directing Certificateholder is no longer designated, the Controlling Class
Certificateholder that beneficially owns the largest aggregate Certificate
Balance of the Controlling Class shall be the Directing Certificateholder. The
initial Directing Certificateholder will be GMAC Institutional Advisors LLC. No
appointment of any Person as a Directing Certificateholder shall be effective
until such Person provides the Trustee, the Servicer and the Special Servicer
with written confirmation of its acceptance of such appointment, an address and
telecopy number for the delivery of notices and other correspondence and a list
of officers or employees of such Person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and telecopy numbers).
If no Person is appointed a Directing Certificateholder, the Servicer, the
Special Servicer and the Trustee shall not be required to recognize the
Controlling Class Certificateholder that beneficially owns the largest aggregate
Certificate Balance of the Controlling Class as the Directing Certificateholder
until such Certificateholder provides an address and telecopy number for the
delivery of notices and other correspondence and a list of officers or employees
of such Person with whom the parties to this Agreement may deal (including their
names, titles, work addresses and telecopy numbers).

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not (within the meaning
of Treasury Regulation Section 1.512(b)-1(c)(5)) customarily provided to tenants
in connection with the rental of space for occupancy, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers in the ordinary course of a trade or business, the performance
of any construction work thereon or any use of such REO Property in a trade or
business conducted by the Trust Fund, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Servicer or
the Special Servicer on behalf of the Trustee) shall not be considered to
Directly Operate an REO Property solely because the Trustee (or the Servicer or
the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance or makes
decisions as to repairs (of the type that would be deductible under Section 162
of the Code) or capital expenditures with respect to such REO Property.

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except
for FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
that is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code and (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Residual Certificate to such
Person. The terms "United States," "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.

            "Distribution Account": Collectively, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account, which may be sub-accounts of a
single account.

            "Distribution Date": With respect to any month, the fourth Business
Day after the Determination Date of such month, commencing on January 17, 2003.

            "Due Date": With respect to (i) any Loan on or prior to its Maturity
Date, the day of the month set forth in the related Note on which each Monthly
Payment thereon is scheduled to be first due (without giving effect to any grace
period with respect to late Monthly Payments), (ii) any Loan after the Maturity
Date therefor, the day of the month set forth in the related Note on which each
Monthly Payment on such Loan had been scheduled to be first due (without giving
effect to any grace period) and (iii) any REO Loan, the day of the month set
forth in the related Note on which each Monthly Payment on the related Loan had
been scheduled to be first due (without giving effect to any grace period).

            "Due Period": With respect to each Distribution Date, the period
beginning on the day following the Determination Date in the calendar month
preceding the month in which such Distribution Date occurs and ending on and
including the Determination Date in the calendar month in which such
Distribution Date occurs.

            "Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
(including the Trustee) the long-term unsecured debt obligations of which are
rated at least "AA-" by S&P (or "A-" if the short-term debt obligations have a
short-term rating of not less than "A-1") and "A" by Fitch, if the deposits are
to be held in such account for more than 30 days or the short-term debt
obligations of which have a short-term rating of not less than "A-1" by S&P and
"F-1" by Fitch if the deposits are to be held in such account for 30 days or
less, or such other account or accounts with respect to which each of the Rating
Agencies shall have confirmed in writing that the then-current rating assigned
to any of the Certificates that are currently being rated by such Rating Agency
will not be qualified (as applicable), downgraded or withdrawn by reason
thereof, (ii) a segregated trust account or accounts maintained with the
corporate trust department of a federal- or state-chartered depository
institution or trust company (including the Trustee) that, in either case, has a
combined capital and surplus of at least $50,000,000 and has corporate trust
powers, acting in its fiduciary capacity, provided that any state-chartered
depository institution or trust company is subject to regulation regarding
fiduciary funds substantially similar to 12 C.F.R. ss. 9.10(b), or (iii) such
other account or accounts with respect to which each of the Rating Agencies
shall have confirmed in writing that the then-current rating assigned to any of
the Certificates that are currently being rated by such Rating Agency will not
be qualified (as applicable), downgraded or withdrawn by reason thereof.
Eligible Accounts may bear interest.

            "Eligible Investor": (i) With respect to the Private Certificates, a
Qualified Institutional Buyer that is purchasing for its own account or for the
account of a Qualified Institutional Buyer to whom notice is given that the
offer, sale or transfer is being made in reliance on Rule 144A, (ii) with
respect to the Class A-X, Class A-SP, Class F, Class G, Class H and Class J
Certificates, a Person which is not a "U.S. Person" as defined in Regulation S
under the Securities Act that is purchasing for its own account or for the
account of a Person which is not a "U.S. Person" and (iii) with respect to the
Class Q Certificates, an Institutional Accredited Investor.

            "Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide or any
successor provisions covering the same subject matter, in the case of a
Specially Serviced Loan as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of a Specially Serviced Loan as to which the related Mortgaged Property
is not a multifamily property.

            "Environmental Insurance Policy": With respect to any Loan, any
insurance policy covering Insured Environmental Events that is maintained from
time to time in respect of such Loan or the related Mortgaged Property.

            "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

            "ERISA Prohibited Holder": As defined in Section 5.02(g)(i)(A).

            "ERISA Restricted Certificate": Any Class J, Class K, Class L, Class
M, Class N, Class O, Class P or Class Q Certificate; provided, that any such
Certificate (a) will cease to be considered an ERISA Restricted Certificate and
(b) will cease to be subject to the transfer restrictions contained in Section
5.02(e) if, as of the date of a proposed transfer of such Certificate, either
(i) it is rated in one of the four highest generic ratings categories by a
Rating Agency or (ii) relevant provisions of ERISA would permit transfer of such
Certificate to a Plan (in the case of clause (ii), as evidenced by an Opinion of
Counsel).

            "Escrow Payment": Any payment received by the Servicer for the
account of any Borrower for application toward the payment of real estate taxes,
assessments, Insurance Policy premiums and similar items in respect of the
related Mortgaged Property, including amounts for deposit to any reserve
account.

            "Euroclear": The Euroclear System.

            "Event of Default": One or more of the events described in Section
7.01(a).

            "Excess Interest": With respect to each of the ARD Loans (and each
REO Loan that relates to an ARD Mortgage Loan), interest accrued on such Loan
(or REO Loan) and allocable to the Excess Rate. The Excess Interest is an asset
of the Trust Fund, but shall not be an asset of either Trust REMIC formed
hereunder.

            "Excess Interest Distribution Account": The trust account, accounts
or subaccount created and maintained by the Trustee, which may be a subaccount
of the Distribution Account, pursuant to Section 3.04(c), which shall be
entitled "Wells Fargo Bank Minnesota, N.A., as Trustee, in trust for Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2002-CP5, Excess Interest Distribution
Account" and which shall be an Eligible Account. The Excess Interest
Distribution Account shall not be an asset of the Lower-Tier REMIC or the
Upper-Tier REMIC.

            "Excess Liquidation Proceeds": With respect to any Mortgage Loan,
the excess of (i) Liquidation Proceeds of that Mortgage Loan or related REO
Property net of any related Liquidation Expenses, over (ii) the amount that
would have been received if payment in full had been made with respect to such
Mortgage Loan (or, in the case of an REO Property related to a B Loan, the
amount needed to pay off in full the related Mortgage Loan and the B Loan) on
the Due Date immediately following the date on which such proceeds were
received.

            "Excess Liquidation Proceeds Reserve Account": The account, accounts
or subaccount created and maintained by the Trustee, which may be a subaccount
of the Distribution Account, pursuant to Section 3.04(d) in trust for the
Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota, N.A.,
as Trustee, for the benefit of Holders of Credit Suisse First Boston Mortgage
Securities Corp., Mortgage Pass-Through Certificates, Series 2002-CP5, Excess
Liquidation Proceeds Reserve Account." Any such account shall be an Eligible
Account. The Excess Liquidation Proceeds Reserve Account shall be an asset of
the Lower-Tier REMIC.

            "Excess Rate": With respect to each ARD Loan (and each REO Loan that
relates to an ARD Mortgage Loan) after the related Anticipated Repayment Date,
the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage
Rate, each as set forth in the Mortgage Loan Schedule.

            "Excess Servicing Strip": The excess of the Servicing Fee Rate over
0.005% (0.50 basis points) per annum, subject to reduction by the Trustee
pursuant to Section 3.11(a).

            "Exchange Act": The Securities Exchange Act of 1934, as amended from
time to time.

            "Exchange Act Report": All Current Reports on Form 8-K and Annual
Reports on Form 10-K that are to be filed with the Commission with respect to
the Trust as contemplated by Section 3.27.

            "Exchange Act Reporting Period": The period from and including the
Closing Date to and including December 31, 2002, as well as any other fiscal
year for the Trust if as of the commencement of such fiscal year the Public
Certificates are held (directly or, in the case of Public Certificates held in
book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository

            "Fair Value": As defined in Section 3.18(b).

            "FDIC": Federal Deposit Insurance Corporation or any successor.

            "FHLMC": Federal Home Loan Mortgage Corporation or any successor.

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any defaulted Loan or REO Property (other than a Loan
or REO Property, as the case may be, that was purchased (i) by the Mortgage Loan
Seller pursuant to Section 7 of the related Mortgage Loan Purchase Agreement,
(ii) solely with respect to a Defaulted Loan, by the Servicer or the Special
Servicer pursuant to Section 3.18(a), (iii) by the Holder of 100% of the
Percentage Interests in the Class V Certificates pursuant to Section 9.03 or
(iv) by the Special Servicer, the Holders of more than 50% of the Percentage
Interests in the Controlling Class or the Servicer pursuant to Section 9.01),
that there has been a recovery of all Insurance and Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries that, in the Special
Servicer's reasonable good faith judgment, exercised without regard to any
obligation of the Special Servicer to make payments from its own funds pursuant
to Section 3.07(b), will ultimately be recoverable.

            "Financial Statements Report": The report prepared by the Servicer
described in Section 3.12(e).

            "Fitch": Fitch, Inc., and its successors in interest.

            "FNMA": Federal National Mortgage Association or any successor
thereto.

            "GMACCM": GMAC Commercial Mortgage Corporation.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.

            "Identified Required Servicing Information": Any servicing
information that: (a) is required to be provided by the Servicer to the Trustee
pursuant to this Agreement during any Exchange Act Reporting Period; and (b)
except for reports required to be delivered by the Servicer to the Trustee
pursuant to Section 3.12, is identified as such by the Servicer to the Trustee.

            "Independent": When used with respect to any specified Person, any
such Person that (i) is in fact independent of the Depositor, the Servicer, the
Special Servicer, the Trustee and any and all Affiliates thereof, (ii) does not
have any material direct financial interest in or any material indirect
financial interest in any of the Depositor, the Servicer, the Special Servicer
or any Affiliate thereof and (iii) is not connected with the Depositor, the
Servicer, the Special Servicer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Depositor, the Servicer, the Special Servicer, the Trustee or any Affiliate
thereof merely because such Person is the beneficial owner of 1% or less of any
Class of debt or equity securities issued by the Depositor, the Servicer, the
Special Servicer, the Trustee or any Affiliate thereof, as the case may be.

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that the ownership test set forth in that Section shall be
considered to be met by any Person that owns, directly or indirectly, 35% or
more of any Class of Certificates, or such other interest in any Class of
Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Servicer or the Trust, delivered to the Trustee and
the Servicer), so long as the Trust Fund does not receive or derive any income
from such Person and, provided that the relationship between such Person and the
Trust Fund is at arm's length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5) (except that the Servicer or the Special Servicer shall
not be considered to be an Independent Contractor under the definition in this
clause (i) unless an Opinion of Counsel (at the expense of the party seeking to
be deemed an Independent Contractor) has been delivered to the Trustee to that
effect or (ii) any other Person (including the Servicer and the Special
Servicer) upon receipt by the Trustee, the Special Servicer and the Servicer of
an Opinion of Counsel (at the expense of the party seeking to be deemed an
Independent Contractor), to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified,
that is otherwise herein contemplated to be taken by an Independent Contractor
will not cause such REO Property to cease to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property (provided that such income would otherwise so qualify).

            "Ineligible Class V Owner": Any Borrower, or any entity that owns an
ownership interest in a Borrower.

            "Initial Purchaser": Credit Suisse First Boston Corporation, as
initial purchaser of the Private Certificates.

            "Initial Resolution Period": As defined in Section 2.03(b).

            "Institutional Accredited Investor": As defined in Section 5.02(b).

            "Institutional Lender/Owner": One or more of the following: (i) a
bank, saving and loan association, investment bank, insurance company, real
estate investment trust, trust company, commercial credit corporation, pension
plan, pension fund or pension advisory firm, mutual fund, government entity or
plan, (ii) an investment company, money management firm or "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, which is regularly engaged in the business of making or owning
mezzanine loans of similar types to the mezzanine loan in the question, (iii) a
trustee in connection with a securitization of the mezzanine loan, so long as
such trustee or the servicer therefor is an entity that otherwise would be an
Institutional Lender/Owner and the special servicer of such securitization has a
rating of "CSS1" in the case of Fitch, and is on the list of approved special
servicers in the case of S&P (and if such trustee or special servicer fail to
meet the requirements of this clause, such person must be replaced by a person
meeting such requirements within thirty (30) days), (iv) an institution
substantially similar to any of the foregoing, in each case of clauses (i),
(ii), (iii) or (iv) of this definition, which (A) has total assets (in name or
under management) in excess of $250,000,000 and (except with respect to a
pension advisory firm or similar fiduciary) capital/statutory surplus or
shareholder's equity of $50,000,000 and (B) is regularly engaged in the business
of making or owning commercial loans or (v) an entity Controlled (as defined
below) by the Underwriters or any of the entities described in clause (i) above.
For purposes of this definition only, "Control" means the ownership, directly or
indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of an entity and the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of an
entity, whether through the ability to exercise voting power, by contract or
otherwise ("Controlled" has the meaning correlative thereto). The Special
Servicer shall obtain from the proposed transferee, and shall be entitled to
rely on, (i) an officer's certificate of a proposed transferee that such
transferee satisfies the requirements of this definition and (ii) in the case of
any proposed transferee that is an entity described in and meeting the criteria
in clauses (i)-(iv) of the immediately preceding sentence, the most recent
financial statements of such transferee.

            "Insurance and Condemnation Proceeds": All proceeds (net of expenses
of collection) paid under any Insurance Policy or in connection with the full or
partial condemnation of a Mortgaged Property, in either case, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Borrower, in either case, in accordance with the Servicing
Standard.

            "Insurance Policy": With respect to any Loan, any hazard insurance
policy, flood insurance policy, title policy or other insurance policy that is
maintained from time to time in respect of such Loan or the related Mortgaged
Property.

            "Insured Environmental Event": As defined in Section 3.30(j).

            "Interest Accrual Period": With respect to any Class of Regular
Certificates or Uncertificated Lower-Tier Interests and any Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Each Interest Accrual Period shall be deemed for purposes of this definition to
consist of 30 days.

            "Interest Reserve Account": The account, accounts or subaccount
created and maintained by the Trustee, which may be a subaccount of the
Distribution Account, pursuant to Section 3.29, which shall be entitled "Wells
Fargo Bank Minnesota, N.A., as Trustee, in trust for Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2002-CP5, Interest Reserve Account," and which shall be an
Eligible Account. The Interest Reserve Account shall be an asset of the
Lower-Tier REMIC.

            "Interest Shortfall Amount": As to any Distribution Date and any
Class of Regular Certificates, the amount, if any, by which the amount
distributed on such Class on such Distribution Date in respect of interest is
less than the related Optimal Interest Distribution Amount.

            "Interested Person": The Depositor, the Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.

            "Investment Account": As defined in Section 3.06(a).

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.

            "Late Collections": With respect to any Mortgage Loan or the 1633
Broadway B Loan, all amounts (except Penalty Charges) received thereon during
any Due Period, whether as payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds or otherwise, which represent late payments or collections
of principal or interest due in respect of Mortgage Loan or the 1633 Broadway B
Loan (without regard to any acceleration of amounts due thereunder by reason of
default) on a Due Date in a previous Due Period and not previously received.
With respect to any REO Loan, all amounts (except Penalty Charges) received in
connection with the related REO Property during any Due Period, whether as
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of principal or interest due or
deemed due in respect of such REO Loan or the predecessor Mortgage Loan (or
predecessor 1633 Broadway B Loan, as the case may be) (without regard to any
acceleration of amounts due under the predecessor Loan by reason of default) on
a Due Date in a previous Due Period and not previously received.

            "Liquidation Event": With respect to any Mortgage Loan or REO
Property, any of the following events: (i) payment in full of such Mortgage
Loan; (ii) the making of a Final Recovery Determination with respect to such
Mortgage Loan or REO Property; (iii) the repurchase of such Mortgage Loan by the
Mortgage Loan Seller pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement; (iv) in the case of any A/B Loan Pair, the purchase of the related A
Loan by the related B Loan Holder pursuant to the related A/B Intercreditor
Agreement; (v) the purchase of such Mortgage Loan or REO Property pursuant to
Section 3.18; (vi) the purchase of any ARD Mortgage Loan by the Holder of 100%
of the Percentage Interests in the Class V Certificates pursuant to Section
9.03; (vii) in the case of any Mezzanine Loan, the purchase of the related
Mortgage Loan by the related Mezzanine Loan Holder pursuant to the related
intercreditor agreement or (viii) the purchase of such Mortgage Loan or REO
Property by the Special Servicer, the Holders of more than 50% of the Percentage
Interests in the Controlling Class, or the Servicer pursuant to Section 9.01.

            "Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Special Servicer in connection
with the liquidation of any Specially Serviced Mortgage Loan or REO Property
pursuant to Section 3.09 or 3.18, or final payoff of a Corrected Mortgage Loan
(including, without limitation, legal fees and expenses, committee or referee
fees and, if applicable, brokerage commissions and conveyance taxes, and
including the Liquidation Fee or Workout Fee associated with a final payoff of a
Corrected Mortgage Loan and any other unreimbursed or outstanding Unpaid
Interest Shortfall Amounts associated with such Mortgage Loan).

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan or REO Loan as to which the
Special Servicer receives a full or discounted payoff with respect thereto from
the related Borrower or any Liquidation Proceeds with respect thereto or any
Insurance and Condemnation Proceeds, equal to the product of the Liquidation Fee
Rate and the proceeds of such full or discounted payoff or the net Liquidation
Proceeds or Insurance and Condemnation Proceeds (net of the related costs and
expenses associated with the related liquidation) related to such liquidated
Specially Serviced Mortgage Loan or REO Loan, as the case may be; provided,
however, that no Liquidation Fee shall be payable with respect to clauses (iii)
(but only as it relates to a sale to the Special Servicer), (iv) (so long as
such repurchase occurs within 180 days of the receipt by the Mortgage Loan
Seller of notice of a Breach or Defect that gave rise to the repurchase
obligation), (v) (so long as such repurchase occurs within the time frame
specified in the related A/B Intercreditor Agreement), (vi), (vii) or (viii) (so
long as such purchase occurs more than 90 days after the date upon which such
Mortgage Loan became a Specially Serviced Mortgage Loan) of the definition of
Liquidation Proceeds. In the case of the 1633 Broadway Loan, such fee will not
be payable if the B Loan Holder, within 15 days after receipt of notice that a
Servicing Transfer Event has occurred with respect to the related A Note or the
1633 Broadway B Note, exercises its option to purchase the A Note pursuant to
the A/B Intercreditor Agreement; provided, that this sentence shall not be
applicable if the holder of the related B Note has exercised its right to cure
three consecutive monetary defaults under the A/B Intercreditor Agreement and a
monetary default occurs in the following month.

            "Liquidation Fee Rate": As defined in Section 3.11.

            "Liquidation Proceeds": Cash amounts (other than REO Revenues)
received by the Servicer or Special Servicer, net of expenses, in connection
with: (i) the liquidation of a Mortgaged Property or other collateral
constituting security for a Defaulted Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Borrower; (ii) the realization upon any
deficiency judgment obtained against a Borrower; (iii) the purchase of a
Defaulted Mortgage Loan pursuant to Section 3.18; (iv) the repurchase or
substitution of a Loan by the Mortgage Loan Seller pursuant to Section 7 of the
Mortgage Loan Purchase Agreement; (v) the purchase of an A Loan by the related B
Loan Holder pursuant to the related A/B Intercreditor Agreement; (vi) the
purchase of such Mortgage Loan by the Holder of 100% of the Percentage Interests
in the Class V Certificates pursuant to Section 9.03; or (vii) the purchase of
all Mortgage Loans by the Holders of more than 50% of the Percentage Interests
in the Controlling Class or the Servicer pursuant to Section 9.01; or (viii)
purchase of the related Mortgage Loan by the related Mezzanine Loan Holder
pursuant to the related intercreditor agreement.

            "Loan": Any Mortgage Loan or, to the extent being serviced
hereunder, B Loan.

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

            "Loan Documents": With respect to each Loan, to the extent
applicable, the Loan Agreement, the Mortgage, the Note, the Assignment of Leases
(if separate from the Mortgage), the Security Agreement, any letters of credit,
escrow or reserve account information relating to the Additional Collateral
Mortgage Loans, any UCC Financing Statements, the title insurance policy, all
surveys, all insurance policies, any environmental liability agreements, any
escrow agreements for improvements or lease-up, any guaranties related to such
Loan, any prior assignments of mortgage in the event that the originator is not
the originator of record, any collateral assignments of property management
agreements and other services agreements required by the applicable commitment
and other loan documents, any mezzanine loan documents, and all modification,
consolidation and extension agreements, if any.

            "Loan-to-Value Ratio": With respect to any Loan, as of the date of
determination, the fraction, expressed as a percentage, the numerator of which
is the principal balance of such Loan at the time of determination, and the
denominator of which is the Original Value of the related Mortgaged Property.

            "Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a Loan to receive
revenues therefrom. Any Lock-Box Account shall be beneficially owned for federal
income tax purposes by the Person who is entitled to receive the reinvestment
income or gain thereon in accordance with the terms and provisions of the
related Loan and Section 3.06, which Person shall be taxed on all reinvestment
income or gain thereon. The Servicer shall be permitted to make withdrawals
therefrom for deposit into the related Cash Collateral Accounts.

            "Lock-Box Agreement": With respect to any Loan, the lock-box
agreement, if any, between the applicable Mortgage Loan Originator or the
Mortgage Loan Seller and the related Borrower, pursuant to which the related
Lock-Box Account may have been established.

            "Lower-Tier Distribution Account": The account, accounts or
sub-accounts created and maintained by the Trustee, pursuant to Section 3.04(b),
in trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, for the benefit of Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-CP5, Lower-Tier Distribution Account." Any such account or accounts
shall be an Eligible Account or a subaccount of an Eligible Account.

            "Lower-Tier Distribution Amount": As defined in Section 4.01(b).

            "Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class
as specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)); provided that (i) with respect to the Class A-1
Certificates, (A) the Lower-Tier Principal Amount of the Class LA-1-1
Uncertificated Interest shall be the lesser of $42,819,000 and the Certificate
Balance of the Class A-1 Certificates minus $310,299,000, (B) the Lower-Tier
Principal Amount of the Class LA-1-2 Uncertificated Interest shall be the lesser
of $84,903,000 and the Certificate Balance of the Class A-1 Certificates minus
$225,396,000 but not less than zero, (C) the Lower-Tier Principal Amount of the
Class LA-1-3 Uncertificated Interest shall be the lesser of $161,243,000 and the
Certificate Balance of the Class A-1 Certificates minus $64,153,000 but not less
than zero and (D) the Lower-Tier Principal Amount of the Class LA-1-4
Uncertificated Interest shall be the lesser of $64,153,000 and the Certificate
Balance of the Class A-1 Certificates; (ii) with respect to the Class A-2
Certificates, (A) the Lower Tier Principal Amount for the Class LA-2-1
Uncertificated Interest shall be the lesser of $11,169,000 and the Certificate
Balance of the Class A-2 Certificates minus $609,151,000, (B) the Lower Tier
Principal Amount for the Class LA-2-2 Uncertificated Interest shall be the
lesser of $50,505,000 and the Certificate Balance of the Class A-2 Certificates
minus $558,646,000, and (C) the Lower Tier Principal Amount for the Class LA-2-3
Uncertificated Interest shall be the lesser of $558,646,000 and the Certificate
Balance of the Class A-2 Certificates; and (iii) with respect to the Class E
Certificates, (A) the Lower Tier Principal Amount for the Class LE-1
Uncertificated Interest shall be the Certificate Balance of the Class E
Certificates minus $12,349,000, but not less than zero and (B) the Lower Tier
Principal Amount for the Class LE-2 Uncertificated Interest shall be the lesser
of $12,349,000 and the Certificate Balance of the Class E Certificates.

            "Lower-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Loans (exclusive of Excess Interest),
any REO Property with respect thereto (exclusive of any interest therein that a
B Loan Holder may have), such amounts as shall from time to time be held in the
Collection Account, the Interest Reserve Account, the REO Account, if any
(exclusive of any such amounts that are allocable to a B Loan), the Excess
Liquidation Proceeds Reserve Account, if any, the Lower-Tier Distribution
Account, any A/B Loan Pair Custodial Account, if established (insofar as it
relates to the subject A Loan) and, except as otherwise provided in this
Agreement, all other property included in the Trust Fund (other than Excess
Interest and the Excess Interest Distribution Account) that is not in the
Upper-Tier REMIC.

            "MAI": Member of the Appraisal Institute.

            "Management Agreement": With respect to any Loan, the Management
Agreement, if any, by and between the Manager and the related Borrower, or any
successor Management Agreement between such parties.

            "Manager": With respect to any Loan, any property manager for the
related Mortgaged Property or Mortgaged Properties.

            "Material Breach": As defined in Section 2.03(b).

            "Material Document Defect": As defined in Section 2.03(b).

            "Maturing Loan Report": The report prepared by the Servicer
described in Section 3.12(e).

            "Maturity Date": With respect to any Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Loan by reason of
default thereunder, (ii) any grace period permitted by the related Note or (iii)
any modification, waiver or amendment of such Loan granted or agreed to by the
Servicer or the Special Servicer pursuant to Section 3.20 occurring prior to
such date of determination.

            "Mezzanine Loan": Any loan constituting "Mezzanine Debt" or a
"Mezzanine Loan," as identified in Exhibit E.

            "Mezzanine Loan Collateral": With respect to any Mezzanine Loan, any
stock, partnership interests, membership interests or other equity interest in
the related Borrower that has been pledged pursuant to such Mezzanine Loan.

            "Mezzanine Loan Holder": With respect to any Mezzanine Loan, the
Holder or obligee thereof.

            "Midland": Midland Loan Services, Inc.

            "Monthly Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates other than the Class A-X and Class A-SP
Certificates, the amount of interest accrued for the related Interest Accrual
Period at the related Pass-Through Rate on the Certificate Balance of such Class
as of such Distribution Date, reduced by such Class's pro rata share (based on
accrued interest) of the Uncovered Prepayment Interest Shortfall Amount. As to
any Distribution Date and the Class A-X and Class A-SP Certificates, the amount
of interest accrued during the related Interest Accrual Period at the
Pass-Through Rate thereof on the Notional Balance thereof as of such
Distribution Date, reduced by such Class's pro rata share (based on accrued
interest) of the Uncovered Prepayment Interest Shortfall Amount for such
Distribution Date.

            "Monthly Payment": With respect to any Loan (other than any REO
Loan) and any Due Date, the scheduled monthly payment of principal, if any, and
interest at the Mortgage Rate, excluding any Balloon Payment, which is payable
by the related Borrower on such Due Date under the related Note (as such terms
may be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Borrower or by reason of a modification, waiver or
amendment of such Loan granted or agreed to by the Servicer or Special Servicer
pursuant to Section 3.20) and applicable law, without regard to any acceleration
of principal of such Loan by reason of a default thereunder. With respect to an
REO Loan, the monthly payment that would otherwise have been payable on the
related Due Date had the related Note not been discharged, determined as set
forth in the preceding sentence and on the assumption that all other amounts, if
any, due thereunder are paid when due.

            "Mortgage": With respect to any Loan, the mortgage, deed of trust,
deed to secure debt or other instrument securing a Note and creating a lien on
the related Mortgaged Property.

            "Mortgage File": With respect to any Mortgage Loan, the following
documents:

            (i) the original Note (or a lost note affidavit), bearing, or
      accompanied by, all prior and intervening endorsements or assignments
      showing a complete chain of endorsement or assignment from the applicable
      Mortgage Loan Originator either in blank or to the Mortgage Loan Seller,
      and further endorsed (at the direction of the Depositor given pursuant to
      the Mortgage Loan Purchase Agreement) by the Mortgage Loan 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 Wells Fargo Bank
      Minnesota, N.A., as trustee for the registered Holders of Credit Suisse
      First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates, Series 2002-CP5, without recourse, representation or
      warranty, express or implied";

            (ii) a duplicate original Mortgage or a copy thereof or, if such
      Mortgage has been returned by the related recording office, (A) an
      original, (B) a copy of a certified copy or (C) a copy thereof from the
      applicable recording office and originals or copies (or originals or
      copies of certified copies from the applicable recording office) of any
      assignments thereof showing a complete chain of assignment from the
      related Mortgage Loan Originator to the Mortgage Loan Seller, in each case
      in the form submitted for recording or, if recorded, with evidence of
      recording indicated thereon;

            (iii) an original assignment of the Mortgage, in recordable form,
      either in blank or from the Mortgage Loan Seller (or the Mortgage Loan
      Originator) to "Wells Fargo Bank Minnesota, N.A., as trustee for the
      registered Holders of Credit Suisse First Boston Mortgage Securities
      Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CP5";

            (iv) an original or copy of any related Assignment of Leases (if
      such item is a document separate from the Mortgage) and the originals or
      copies of any assignments thereof showing a complete chain of assignment
      from the applicable Mortgage Loan Originator of the Mortgage Loan to the
      Mortgage Loan Seller, in each case in the form submitted for recording or,
      if recorded, with evidence of recording thereon;

            (v) an original assignment of any related Assignment of Leases (if
      such item is a document separate from the Mortgage), in recordable form,
      either in blank or from the Mortgage Loan Seller (or the Mortgage Loan
      Originator) to "Wells Fargo Bank Minnesota, N.A., as trustee for the
      registered Holders of Credit Suisse First Boston Mortgage Securities
      Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CP5";

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

            (vii) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage), either in blank or
      from the Mortgage Loan Seller or the applicable Mortgage Loan Originator
      to "Wells Fargo Bank Minnesota, N.A., as trustee for the registered
      Holders of Credit Suisse First Boston Mortgage Securities Corp.,
      Commercial Mortgage Pass-Through Certificates, Series 2002-CP5," which
      assignment may be included as part of an omnibus assignment covering other
      documents relating to the Mortgage Loan, provided that such omnibus
      assignment is effective under applicable law;

            (viii) originals or copies of all (A) assumption agreements, (B)
      modifications, (C) written assurance agreements and (D) substitution
      agreements, together with any evidence of recording thereon or in the form
      submitted for recording, in those instances where the terms or provisions
      of the Mortgage, Note or any related security document have been modified
      or the Mortgage Loan has been assumed;

            (ix) the original lender's title insurance policy or a copy thereof
      (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 binding written commitment (which may be a pro forma or
      specimen title insurance policy which has been accepted or approved in
      writing by the related title insurance company) or interim binder that is
      marked as binding and countersigned by the title company, insuring the
      priority of the Mortgage as a first lien on the related Mortgaged
      Property, relating to such Mortgage Loan;

            (x) the original or a counterpart of any guaranty of the obligations
      of the Borrower under the Mortgage Loan;

            (xi) certified or other copies of all UCC Financing Statements and
      continuation statements which show the filing or recording thereof (or
      copies thereof in the form submitted for filing or recording, along with a
      certification by the applicable recording or filing office, applicable
      title insurance company or the related Mortgage Loan Seller that such form
      was submitted)) sufficient to perfect (and maintain the perfection of) the
      security interest held by the Mortgage Loan Originator (and each assignee
      prior to the Trustee) in and to the personalty of the Borrower at the
      Mortgaged Property, and original UCC assignments in a form suitable for
      filing or recording, sufficient to transfer such UCC Financing Statements
      to the Trustee;

            (xii) the original or copy of the power of attorney (with evidence
      of recording thereon) granted by the Borrower if the Mortgage, Note or
      other document or instrument referred to above was not signed by the
      Borrower;

            (xiii) with respect to any debt of a Borrower (including a B Loan)
      permitted under the related Mortgage Loan, an original or a copy of a
      subordination agreement, standstill agreement or other intercreditor
      agreement relating to such other debt, if any, including any mezzanine
      loan documents or preferred equity documents, together with, if the
      Mortgage Loan is an A Loan, a copy of the Note for the related B Loan;

            (xiv) 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 Mortgage Loan Seller's security interest in the Cash
      Collateral Accounts and Lock-Box Accounts and all funds contained therein
      (and UCC financing statement assignments assigning such financing
      statements to the Trustee on behalf of the Certificateholders);

            (xv) an original or counterpart of any Loan Agreement;

            (xvi) the originals and copies of letters of credit, if any,
      relating to the Mortgage Loan and amendments thereto which entitle the
      Trust Fund to draw thereon; provided that in connection with the delivery
      of the Mortgage File to the Trust, such originals shall be delivered to
      the Servicer and such copies shall be delivered to the Trustee;

            (xvii) the original environmental indemnity agreement, if any,
      related to any Mortgage Loan or a copy thereof;

            (xviii) any environmental insurance policies or copies thereof;

            (xix) for any Mortgaged Property, copies of the related franchise
      agreement, if any, and franchisor comfort letters, if any;

            (xx) the original ground lease, if any, or a copy thereof;

            (xxi) a copy of any A/B Intercreditor Agreement (after such
      agreement is executed) and a copy of the mortgage note evidencing the B
      Loan, if any, if related to the Mortgage Loan;

            (xxii) any additional documents required to be added to the Mortgage
      File pursuant to Section 3.20(i); and

            (xxiii) a list related to such Mortgage Loan indicating the related
      Loan Documents included in the related Mortgage File (the "Mortgage Loan
      Checklist").

            Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are
actually so received. If any B Loan is being serviced and administered
hereunder, the Mortgage File for the related A Loan shall also constitute the
Mortgage File for such B Loan.

            "Mortgage Interest Accrual Period": With respect to any Loan, the
period during which interest accrues pursuant to the related Note.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01, and from time to time held in the Trust
Fund, including any Mortgage Loan that becomes a Specially Serviced Mortgage
Loan or REO Loan. As used herein, the term "Mortgage Loan" includes the related
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements.

            "Mortgage Loan Originator": Any institution that originated a
Mortgage Loan.

            "Mortgage Loan Purchase Agreement": Any of the CSFB Mortgage Loan
Purchase Agreement or the PNC Mortgage Loan Purchase Agreement.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Mortgage Loan:

            (i) the loan number (as specified in Exhibit A-1 to the Prospectus
      Supplement);

            (ii) the property name;

            (iii) the street address (including city, state and zip code) of the
      related Mortgaged Property;

            (iv) the Mortgage Rate in effect at the Cut-off Date;

            (v) the Net Mortgage Rate in effect at the Cut-off Date;

            (vi) the original principal balance;

            (vii) the Cut-off Date Principal Balance;

            (viii) the (a) remaining term to stated maturity, (b) Maturity Date
      and (c) with respect to each ARD Mortgage Loan, the Anticipated Repayment
      Date;

            (ix) the original and remaining amortization terms;

            (x) the amount of the Monthly Payment due on the first Due Date
      following the Cut-off Date;

            (xi) the number of units, pads, rooms or square footage with respect
      to the Mortgaged Property;

            (xii) the Loan interest accrual method;

            (xiii) the applicable Primary Servicing Fee Rate, Servicing Fee
      Rate, and Trustee Fee Rate;

            (xiv) the Due Date;

            (xv) whether such loan is an ARD Mortgage Loan;

            (xvi) whether the Mortgage Loan is subject to lockout/defeasance;

            (xvii) whether such Mortgage Loan has the benefit of an
      Environmental Insurance Policy;

            (xviii) whether the related Mortgaged Property was covered by
      earthquake insurance at the time of origination, or if the loan documents
      require such insurance;

            (xix) whether such Mortgage Loan is secured by the related Borrowers
      interest in ground leases; and

            (xx) whether such Mortgage Loan is secured by a letter of credit.

            Such Mortgage Loan Schedule also shall set forth the aggregate of
the amounts described under clause (vii) above for all of the Loans. Such list
may be in the form of more than one list, collectively setting forth all of the
information required.

            "Mortgage Loan Seller": Either of (i) the CSFB Mortgage Loan Seller
or (ii) the PNC Mortgage Loan Seller.

            "Mortgage Rate": With respect to: (i) any Loan on or prior to its
Maturity Date, the annual rate at which interest is scheduled (in the absence of
a default and without giving effect to any Revised Rate) to accrue on such Loan
from time to time in accordance with the related Note and applicable law; (ii)
any Loan after its Maturity Date, the annualized rate described in clause (i)
above determined without regard to the passage of such Maturity Date; and (iii)
any REO Loan, the annualized rate described in clause (i) or (ii), as
applicable, above, determined as if the predecessor Mortgage Loan (or
predecessor B Loan, as the case may be) had remained outstanding. For purposes
of calculating Mortgage Pass-Through Rates and the Weighted Average Net Mortgage
Rate, the Mortgage Rate for any Loan whose interest rate is reduced will be the
Mortgage Rate of such Loan without taking into account any reduction in the
interest rate by a bankruptcy court pursuant to a plan of reorganization or
pursuant to any of its equitable powers or any reduction in the interest rate
resulting from a work-out or modification by the Special Servicer or the
Servicer, if applicable.

            "Mortgaged Property": The underlying real property (including any
REO Property) that secures a Loan, in each case consisting of a parcel or
parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property (to the extent the same are owned
by the Borrower and necessary in connection with the operation of the related
property), fixtures, leases and other property or rights pertaining thereto.

            "Net Investment Earnings": With respect to any of the Collection
Account, any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or the REO Account, for any period from any Distribution Date to the
immediately succeeding P&I Advance Date, the amount, if any, by which the
aggregate of all interest and other income realized during such period on funds
relating to the Trust Fund held in such account (and which is not required to be
paid to the related Borrower) exceeds the aggregate of all losses, if any,
incurred during such period in connection with the investment of such funds in
accordance with Section 3.06.

            "Net Investment Loss": With respect to any of the Collection
Account, any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or the REO Account for any period from any Distribution Date to the
immediately succeeding P&I Advance Date, the amount, if any, by which the
aggregate of all losses, if any, incurred during such period in connection with
the investment of funds relating to the Trust Fund held in such account (and
which investment is not directed by the related Borrower) in accordance with
Section 3.06 exceeds the aggregate of all interest and other income realized
during such period on such funds.

            "Net Mortgage Pass-Through Rate": With respect to any Mortgage Loan
that provides for calculations of interest based on a 360-day year composed of
twelve months of 30 days each for any Mortgage Interest Accrual Period, the Net
Mortgage Rate thereof. With respect to any Mortgage Loan that provides for
calculations of interest based on a 360-day year and the actual number of days
elapsed, (a) for any Mortgage Interest Accrual Period relating to an Interest
Accrual Period beginning in any January, February, April, June, September and
November and in any December occurring in a year immediately preceding any year
that is not a leap year, the Net Mortgage Rate thereof or (b) for any Mortgage
Interest Accrual Period relating to any Interest Accrual Period beginning in any
March, May, July, August and October and in any December occurring in a year
immediately preceding a year that is a leap year, the product of the Net
Mortgage Rate thereof and a fraction whose numerator is 31 and whose denominator
is 30.

            "Net Mortgage Rate": With respect to any Interest Accrual Period and
any Mortgage Loan, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of the Cut-off Date minus the related Primary Servicing Fee Rate,
Servicing Fee Rate and Trustee Fee Rate.

            "Net Operating Income": With respect to any Mortgaged Property, for
any time period chosen, the total operating revenues derived from such Mortgaged
Property during such period, minus the total operating expenses incurred in
respect of such Mortgaged Property during such period, other than (i) non-cash
items such as depreciation, (ii) amortization, (iii) actual capital
expenditures, (iv) debt service on the related Loan and (v) reserves other than
taxes and insurance escrowed by the Servicer.

            "New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust Fund has the right to
renegotiate the terms of such lease.

            "Non-U.S. Person": Any person (A) other than a U.S. Person, unless,
with respect to the Transfer of a Residual Certificate, (i) such person holds
such Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Trustee with an
effective Internal Revenue Service Form W-8ECI (or successor form) or (ii) the
Transferee delivers to both the Transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that such Transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such Transfer of the Residual Certificate will not be
disregarded for federal income tax purposes or (B) a U.S. Person with respect to
whom income from a Residual Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax
treaty, of such Person or any other U.S. Person.

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any portion thereof.

            "Nonrecoverable P&I Advance": The portion of any P&I Advance
(including interest accrued thereon at the Reimbursement Rate) previously made
or proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
judgment (in accordance with the Servicing Standard) of the Servicer or the
Trustee, as applicable, will not be ultimately recoverable, together with any
accrued and unpaid interest thereon, from Late Collections or any other recovery
on or in respect of such Loan or REO Loan. The determination by the Servicer or
the Trustee, as applicable, that it has made a Nonrecoverable P&I Advance or
that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer's Certificate (accompanied by
supporting documentation) delivered to (i) the Trustee and the Depositor, in the
case of the Servicer, and (ii) to the Depositor and the Servicer, in the case of
the Trustee, setting forth such determination of nonrecoverability and the
considerations of the Servicer or the Trustee, as applicable, forming the basis
of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status, property inspections, and shall
include an Appraisal of the related Loan or Mortgaged Property, the cost of
which Appraisal shall be advanced by the Servicer as a Servicing Advance). The
Trustee shall be entitled to conclusively rely on the Servicer's determination
that a P&I Advance is nonrecoverable.

            "Nonrecoverable Servicing Advance": The portion of any Servicing
Advance (including interest accrued thereon at the Reimbursement Rate)
previously made or proposed to be made in respect of a Loan or REO Property
which, in the judgment (in accordance with the Servicing Standard) of the
Servicer or the Trustee, as the case may be, will not be ultimately recoverable,
together with any accrued and unpaid interest thereon, from Late Collections or
any other recovery on or in respect of such Loan or REO Property. The
determination by the Servicer or the Trustee, as the case may be, that it has
made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance,
if made, would constitute a Nonrecoverable Servicing Advance, shall be evidenced
by an Officer's Certificate (accompanied by supporting documentation) delivered
to (i) the Trustee and the Depositor, in the case of the Servicer and (ii) to
the Depositor and the Servicer, in the case of the Trustee. The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Servicer or the Trustee, as applicable, forming the basis
of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status and property inspections, and shall
include an Appraisal of the related Mortgage Loan or Mortgaged Property, the
cost of which Appraisal shall be advanced by the Servicer as a Servicing
Advance). The Trustee will be entitled to conclusively rely on the Servicer's
determination that a Servicing Advance is nonrecoverable.

            "Note": The original executed note evidencing the indebtedness of a
Borrower under a Loan, together with any rider, addendum or amendment thereto.

            "Notional Balance": For any date of determination, the Class A-X
Notional Amount or the Class A-SP Notional Amount, as applicable.

            "NRSRO": Nationally recognized statistical rating organization as
the term is used in federal securities laws.

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Servicer or the Special Servicer, as the case may be, or a Responsible
Officer of the Trustee.

            "Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, the Servicer or the Special Servicer,
acceptable in form and delivered to the Trustee, except that any opinion of
counsel relating to (a) the qualification of the Upper-Tier REMIC or Lower-Tier
REMIC as a REMIC, (b) compliance with the REMIC Provisions or (c) the
resignation of the Depositor, the Servicer or the Special Servicer pursuant to
Section 6.04 must be an opinion of counsel that is in fact Independent of the
Depositor, the Servicer or the Special Servicer, as applicable.

            "Optimal Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates, the sum of the Monthly Interest
Distribution Amount and the Unpaid Interest Shortfall Amount for such Class for
such Distribution Date.

            "Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-SP Certificates), the initial
aggregate principal amount thereof as of the Closing Date, in each case as
specified in the Preliminary Statement.

            "Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, the principal amount thereof as of the
Closing Date, in each case as specified in the Preliminary Statement hereto.

            "Original Value": The Appraised Value of a Mortgaged Property based
upon the Appraisal conducted in connection with the origination of the related
Mortgage Loan.

            "OTS": The Office of Thrift Supervision or any successor thereto.

            "Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.

            "P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Servicer or the Trustee, as applicable, pursuant to Section 4.03 or
Section 7.05. Notwithstanding any other provisions contained herein, Servicer
shall have no obligation to make any P&I Advances with respect to the 1633
Broadway B Note under this Agreement, and it is acknowledged that any agreement
or arrangement by Servicer or its designee to make such Advances by a separate
arrangement will provide that such advances have been determined to be
recoverable from amounts due and payable with respect to the 1633 Broadway B
Note pursuant to the terms of the related A/B Intercreditor Agreement or payable
from the related B Loan Holder; provided, that reimbursement of any such
advances with respect to the 1633 Broadway B Note shall be subordinate to
payments to and amounts due with respect to the related A Note and shall not be
payable from any amounts held by the trust.

            "P&I Advance Date": The Business Day immediately prior to each
Distribution Date.

            "P&I Advance Determination Date": With respect to any Distribution
Date, the second Business Day immediately prior thereto.

            "Pass-Through Rate": With respect to each Class of Certificates, the
respective per annum rate listed below:

            Class A-1:        Class A-1 Pass-Through Rate
            Class A-2:        Class A-2 Pass-Through Rate
            Class A-X:        Class A-X Pass-Through Rate
            Class A-SP:       Class A-SP Pass-Through Rate
            Class B:          Class B Pass-Through Rate
            Class C:          Class C Pass-Through Rate
            Class D:          Class D Pass-Through Rate
            Class E:          Class E Pass-Through Rate
            Class F:          Class F Pass-Through Rate
            Class G:          Class G Pass-Through Rate
            Class H:          Class H Pass-Through Rate
            Class J:          Class J Pass-Through Rate
            Class K:          Class K Pass-Through Rate
            Class L:          Class L Pass-Through Rate
            Class M:          Class M Pass-Through Rate
            Class N:          Class N Pass-Through Rate
            Class O:          Class O Pass-Through Rate
            Class P:          Class P Pass-Through Rate
            Class Q:          Class Q Pass-Through Rate

            "Penalty Charges": With respect to any Loan or REO Loan, any amounts
actually collected thereon from the Borrower that represent late payment charges
or Default Interest, other than a Prepayment Premium or Yield Maintenance
Charge.

            "Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Regular Certificate, the percentage
interest is equal to the Denomination of such Certificate divided by the initial
Certificate Balance (or, in the case of the Class A-X and Class A-SP
Certificates, the Notional Balance) of such Class of Certificates as of the
Closing Date. With respect to a Class V or Residual Certificate, the percentage
interest as set forth on the face thereof.

            "Performance Certification" has the meaning set forth in Section
3.27(b).

            "Performing Party" has the meaning set forth in Section 3.27(b).

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Servicer, the Special Servicer, the Trustee or any of their respective
Affiliates and having the required ratings, if any, provided for in this
definition:

              (i) direct obligations of, and obligations fully guaranteed as to
      timely payment of principal and interest by, the United States of America,
      FNMA, FHLMC or any agency or instrumentality of the United States of
      America, provided such obligations have a remaining term to maturity of
      one year or less from the date of acquisition and which are backed by the
      full faith and credit of the United States of America; provided that any
      obligation of, or guarantee by, FNMA or FHLMC, other than an unsecured
      senior debt obligation of FNMA or FHLMC, shall be a Permitted Investment
      only if such investment would not result in the downgrading, withdrawal or
      qualification of the then-current rating assigned by each Rating Agency to
      any Certificate as confirmed in writing;

              (ii) time deposits, unsecured certificates of deposit or bankers'
      acceptances that mature in one year or less after the date of issuance and
      are issued or held by any depository institution or trust company
      incorporated or organized under the laws of the United States of America
      or any State thereof and subject to supervision and examination by federal
      or state banking authorities, so long as the commercial paper or other
      short-term debt obligations of such depository institution or trust
      company are rated in the highest short-term debt rating category of each
      Rating Agency or such other ratings as will not result in the downgrading,
      withdrawal or qualification of the then-current rating assigned by each
      Rating Agency to any Certificate, as confirmed in writing by such Rating
      Agency;

              (iii) repurchase agreements or obligations with respect to any
      security described in clause (i) above where such security has a remaining
      maturity of one year or less and where such repurchase obligation has been
      entered into with a depository institution or trust company (acting as
      principal) described in clause (ii) above;

              (iv) debt obligations maturing in one year or less from the date
      of acquisition bearing interest or sold at a discount issued by any
      corporation incorporated under the laws of the United States of America or
      any state thereof, which securities have (i) long-term unsecured debt
      ratings from S&P at least equal to "AAA" and long-term unsecured debt
      ratings from Fitch at least equal to "AA+" or (ii) such other ratings (as
      confirmed by the applicable Rating Agency in writing) as will not result
      in a downgrade, qualification or withdrawal of the then-current rating of
      the Certificates that are currently being rated by such Rating Agency;
      provided, however, that securities issued by any particular corporation
      will not be Permitted Investments to the extent that investment therein
      will cause the then outstanding principal amount of securities issued by
      such corporation and held in the accounts established hereunder to exceed
      10% of the sum of the aggregate principal balance and the aggregate
      principal amount of all Permitted Investments in such accounts;

              (v) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations) payable on demand or on a
      specified date maturing in one year or less after the date of issuance
      thereof and which is rated in the highest short-term unsecured debt rating
      category of each Rating Agency;

              (vi) units of investment funds that maintain a constant net asset
      value and money market funds (a) rated "AAAm" or "AAAm-G" by S&P and (b)
      rated "AAA" by Fitch (or, if not rated by Fitch, the Wells Fargo Prime
      Investment Money Market Fund); and

              (vii) any other demand, money market or time deposit, obligation,
      security or investment, with respect to which each Rating Agency shall
      have confirmed in writing that such investment will not result in a
      downgrade, qualification or withdrawal of the then-current rating of the
      Certificates that are currently being rated by such Rating Agency;

provided that such instrument or security qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the Code, and provided, further, however, that
in each case, if the instrument or security is rated by S&P, (a) it shall not
have an "r" highlighter affixed to its rating from S&P, (b) it shall have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change and (c) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a
fixed spread, if any, and move proportionately with such index.

            "Permitted Mezzanine Loan Holder": With respect to any Mezzanine
Loan, the related Mortgage Loan Seller, any Institutional Lender/Owner or any
other Mezzanine Loan Holder with respect to which each Rating Agency has
confirmed in writing to the Special Servicer and the Trustee that the holding of
such Mezzanine Loan by such Person would not cause a qualification, downgrade or
withdrawal of any of such Rating Agency's then-current ratings on the
Certificates.

            "Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

            "Plan": As defined in Section 5.02(e).

            "PNC": PNC Bank, National Association.

            "PNC Mortgage Loans": The Mortgage Loans transferred to the
Depositor pursuant to the PNC Mortgage Loan Purchase Agreement.

            "PNC Mortgage Loan Purchase Agreement": With respect to the PNC
Mortgage Loans, which are identified therein, the agreement between the
Depositor and the PNC Mortgage Loan Seller, dated as of December 1, 2002,
relating to the transfer of the PNC Mortgage Loan Seller's right, title and
interest in and to the PNC Mortgage Loans identified therein.

            "PNC Mortgage Loan Seller": PNC Bank, National Association, a
national banking association and its successors in interest.

            "Prepayment Assumption": With respect to all Mortgage Loans other
than the ARD Mortgage Loans, the assumption is that all payments required to be
made on such Loans according to their contractual terms (including repayment in
full on their respective maturity dates) are so made. With respect to all ARD
Mortgage Loans, the assumption is that the ARD Mortgage Loans will be fully
prepaid on their related Anticipated Repayment Dates.

            "Prepayment Date": With respect to any Principal Prepayment, the
date on which such Principal Prepayment is to be made.

            "Prepayment Interest Excess": With respect to any Distribution Date,
the aggregate amount, with respect to all Mortgage Loans that were subject to
Principal Prepayment in full or in part, or as to which Insurance and
Condemnation Proceeds were received by the Servicer or Special Servicer for
application to such Loans, in each case after the Due Date in the month of such
Distribution Date and on or prior to the related Determination Date, of interest
accrued at the Mortgage Rate for such Mortgage Loans on the amount of such
Principal Prepayments or Insurance and Condemnation Proceeds after the Mortgage
Interest Accrual Period relating to such Due Date and accruing in the manner set
forth in the Loan Documents relating to such Mortgage Loans, to the extent such
interest is collected by the Servicer or the Special Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was subject to a Principal Prepayment in full
or in part, or as to which Insurance and Condemnation Proceeds were received by
the Servicer or Special Servicer for application to such Mortgage Loan, in each
case after the Determination Date in the calendar month preceding such
Distribution Date but prior to the Due Date in the related Due Period, the
amount of interest that would have accrued at the Net Mortgage Pass-Through Rate
for such Mortgage Loan on the amount of such Principal Prepayment or Insurance
and Condemnation Proceeds during the period commencing on the date as of which
such Principal Prepayment or Insurance and Condemnation Proceeds were applied to
the unpaid principal balance of the Mortgage Loan and ending on (and including)
the day immediately preceding such Due Date.

            "Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Borrower in connection with a Principal Prepayment.

            "Primary Collateral": The portion of the Mortgaged Property securing
a Crossed Mortgage Loan that is encumbered by a first mortgage lien or that is
otherwise indicated as being the primary collateral securing such Crossed
Mortgage Loan.

            "Primary Servicer": The Person primarily servicing any Loan other
than the Servicer.

            "Primary Servicing Agreement": The Sub-Servicing Agreements, dated
as of December 1, 2002, by and among the Servicer and each Primary Servicer.

            "Primary Servicing Fee": With respect to each Loan, the fee payable
to the related Primary Servicer under the related Primary Servicing Agreement or
to the Servicer pursuant to Section 3.11(a), based on the Primary Servicing Fee
Rate.

            "Primary Servicing Fee Rate": With respect to each Loan, the per
annum rate as set forth in the Mortgage Loan Schedule.

            "Principal Distribution Amount": As to any Distribution Date, the
sum of (i) the amount collected or otherwise received on or with respect to
principal of the Mortgage Loans during the related Due Period including
scheduled payments of principal, voluntary principal prepayments and all other
collections of principal, including Liquidation Proceeds, Insurance and
Condemnation Proceeds and proceeds of any purchase or repurchase of a Mortgage
Loan pursuant to this Agreement, any A/B Intercreditor Agreement or Mezzanine
Loan Intercreditor Agreement, minus (x) any of those payments that represents a
late collection of principal for which an Advance was previously made for a
prior Distribution Date or that represents a Monthly Payment of principal due on
or before the Due Date for the related Loan in December 2002 or on a Due Date
for the related Mortgage Loan subsequent to the end of the related Due Period
and (y) to the extent that the foregoing includes the principal portion of any
Liquidation Proceeds or Insurance and Condemnation Proceeds, an amount equal to
the sum of (a) all Special Servicing Fees previously incurred through and
including the end of the related Collection Period with respect to the Mortgage
Loan and any other unreimbursed or outstanding Unpaid Interest Shortfalls Amount
associated with such Mortgage Loan and (b) the Liquidation Fee or Workout Fee
payable with respect to such Liquidation Proceeds, Insurance and Condemnation
Proceeds or final payoff of a Corrected Mortgage Loan, (ii) all Monthly Payments
of principal received prior to the beginning of such Collection Period, but that
are due during such Collection Period, and (iii) that portion of any P&I
Advances made in respect of principal of the Mortgage Loans with respect to such
Distribution Date.

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Loan that is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment, other than any amount paid in connection with the release of the
related Mortgaged Property through defeasance.

            "Private Certificate": Any Class A-X, Class A-SP, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P or Class
Q Certificate.

            "Private Definitive Certificate": Any Private Certificate other than
a Private Global Certificate.

            "Private Global Certificates": Any Class A-X Book-Entry Certificate,
Class A-SP Book-Entry Certificate, Class F Book-Entry Certificate, Class G
Book-Entry Certificate, Class H Book-Entry Certificate, Class J Book-Entry
Certificate, Class K Book-Entry Certificate, Class L Book-Entry Certificate,
Class M Book-Entry Certificate, Class N Book-Entry Certificate, Class O
Book-Entry Certificate, Class P Book-Entry Certificate or Class Q Book-Entry
Certificate so long as such Certificates are in book-entry form.

            "Privileged Person": Each holder of a Certificate, each of the
parties to this Agreement, each of the Rating Agencies, each of the
Underwriters, any Person identified to the Trustee as a Certificate Owner or
prospective purchaser of a Certificate upon receipt from such Certificate Owner
or prospective purchaser of an investor certification (which may be in
electronic form), the form of which is attached hereto as Exhibit I, and any
other Person designated by the Depositor. The Trustee shall provide all
Privileged Persons with access to certain restricted information on the Website
(in the case of any Certificate Owner or prospective purchaser, upon receipt of
such investor certification) through the use of a restricted mechanism on its
Website.

            "Prospectus": The Prospectus dated December 2, 2002, as supplemented
by the Prospectus Supplement.

            "Prospectus Supplement": The Prospectus Supplement dated December
11, 2002, relating to the offering of the Public Certificates.

            "Public Certificate": Any Class A-1, Class A-2, Class B, Class C,
Class D or Class E Certificate.

            "Purchase Price": With respect to any Mortgage Loan to be purchased
by the Mortgage Loan Seller pursuant to Section 7 of the related Mortgage Loan
Purchase Agreement, the Directing Certificateholder pursuant to Section 3.18(b)
or the Special Servicer pursuant to Section 3.18(c), or an assignee of either
thereof, in any case, pending determination of Fair Value or by the holders of
more than 50% of the Percentage Interests in the Controlling Class, or by the
Special Servicer, the Directing Certificateholder or the Servicer pursuant to
Section 9.01, a price equal to the sum of the following:

            (i) the outstanding principal balance of such Mortgage Loan as of
      the date of purchase;

            (ii) all accrued and unpaid interest on such Mortgage Loan at the
      related Mortgage Rate in effect from time to time to but not including the
      Due Date in the Due Period of purchase (which includes unpaid Servicing
      Fees and Primary Servicing Fees);

            (iii) all related unreimbursed Servicing Advances plus accrued and
      unpaid interest on related Advances at the Reimbursement Rate;

            (iv) to the extent not duplicative of clause (vi), accrued and
      unpaid Special Servicing Fees related to such Mortgage Loan;

            (v) accrued and unpaid Workout Fees, if any, and accrued and unpaid
      Liquidation Fees, if any;

            (vi) if such Mortgage Loan is being purchased by a Mortgage Loan
      Seller pursuant to Section 7 of the related Mortgage Loan Purchase
      Agreement, all related accrued Special Servicing Fees to the extent that
      such Mortgage Loan is or became a Specially Serviced Mortgage Loan as a
      result of the Material Breach or Material Document Defect as to which the
      purchase obligation of the Mortgage Loan Seller arose;

            (vii) if such Mortgage Loan is being purchased by a Mortgage Loan
      Seller pursuant to Section 7 of the related Mortgage Loan Purchase
      Agreement all reasonable expenses incurred or to be incurred by the
      Servicer, the Special Servicer, the Depositor and the Trustee in respect
      of the Breach or Defect giving rise to the repurchase obligation,
      including any expenses arising out of the enforcement of the repurchase
      obligation and interest on Advances (to the extent, if any, not included
      in clause (iii) above) in respect of related Advances and any realized
      losses and Trust Fund expenses incurred prior to such purchase date with
      respect to such Mortgage Loan; and

            (viii) if such Mortgage Loan is being purchased by a Mortgage Loan
      Seller pursuant to Section 7 of the related Mortgage Loan Purchase
      Agreement, so long as such Mortgage Loan is repurchased more than 180 days
      following the Mortgage Loan Seller's receipt of notice of a Breach or of a
      Defect giving rise to the repurchase obligation, the amount of any
      Liquidation Fee payable to the Special Servicer.

With respect to any REO Property to be sold pursuant to Section 3.18, the
Purchase Price will equal the amount calculated in accordance with Section
3.18(d) and (e) in respect of the related REO Loan. With respect to any
Defaulted Mortgage Loan to be purchased by the Directing Certificateholder (or
any assignee thereof) or Special Servicer pursuant to Section 3.18(b) or 3.18(c)
following determination of Fair Value, the Purchase Price will equal the Fair
Value of such Defaulted Mortgage Loan.

            "QIB Investment Representation Letter": As defined in Section
5.02(b).

            "Qualified Institutional Buyer": As defined in Section 5.02(b).

            "Qualified Insurer": (i) With respect to any Loan, REO Loan or REO
Property, an insurance company or security or bonding company qualified to write
the related Insurance Policy in the relevant jurisdiction and a minimum claims
paying ability rating of at least "A-" by S&P and "A" by Fitch, (ii) with
respect to the fidelity bond and errors and omissions Insurance Policy required
to be maintained pursuant to Section 3.07(c), an insurance company that has a
claims paying ability (or backed or guaranteed by a company having such claims
paying ability) rated no lower than two ratings below the rating assigned to the
then highest rated outstanding Certificate, but in no event lower than "A" by
Fitch, "A" by S&P or, in the case of clauses (i) and (ii), such other rating as
each Rating Agency shall have confirmed in writing will not cause such Rating
Agency to downgrade, qualify or withdraw the then-current rating assigned to any
of the Certificates that are then currently being rated by such Rating Agency.

            "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted
Mortgage Loan (for example, on the basis of a 360-day year and the actual number
of days elapsed); (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated maturity of
the deleted Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not
higher than the then current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) materially comply as of the date of substitution with all of the
representations and warranties set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an Environmental Assessment (dated no more than
12 months prior to the date of such substitution) that indicates no material
adverse environmental conditions with respect to the related Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have an
original Debt Service Coverage Ratio of not less than the original Debt Service
Coverage Ratio of the deleted Mortgage Loan and a current Debt Service Coverage
Ratio of not less than the current Debt Service Coverage Ratio of the deleted
Mortgage Loan; (x) be determined by an Opinion of Counsel (at the applicable
Mortgage Loan Seller's expense) to be a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date
after the date three years prior to the Rated Final Distribution Date; (xii) not
be substituted for a deleted Mortgage Loan unless the Trustee has received prior
confirmation in writing by each Rating Agency that such substitution will not
result in the withdrawal, downgrade, or qualification of the rating assigned by
the Rating Agency to any Class of Certificates then rated by the Rating Agency
(the cost, if any, of obtaining such confirmation to be paid by the applicable
Mortgage Loan Seller); (xiii) have been approved by the Directing
Certificateholder in its sole discretion and the related Mortgage Loan Seller
will have paid for the Directing Certificateholder's reasonable due diligence
expenses; (xiv) prohibit defeasance within two years of the Closing Date and
(xv) not be substituted for a deleted Mortgage Loan if it would result in the
termination of the REMIC status of either Trust REMIC established under this
Agreement or the imposition of tax on any such Trust REMIC other than a tax on
income expressly permitted or contemplated to be received by the terms of this
Agreement, as determined by an Opinion of Counsel. In the event that one or more
Mortgage Loans are substituted for one or more deleted Mortgage Loans, then the
amounts described in clause (i) shall be determined on the basis of aggregate
principal balances and the rates described in clause (ii) above (provided that
no Net Mortgage Rate shall be less than the Pass-Through Rate of any class of
Sequential Pay Certificates then outstanding) and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis; provided that no interest rate on any individual Qualified
Substitute Mortgage Loan, less the Servicing Fee Rate, Primary Servicing Fee
Rate and the Trustee Fee Rate, may be less than the lowest Pass-Through Rate
(other than the Class A-X Pass-Through Rate or the Class A-SP Pass-Through Rate)
of any Class of Certificates that is not subject to a cap equal to the Weighted
Average Net Mortgage Rate. When a Qualified Substitute Mortgage Loan is
substituted for a deleted Loan, the applicable Mortgage Loan Seller shall
certify that the Mortgage Loan meets all of the requirements of the above
definition and shall send such certification to the Trustee.

            "Rated Final Distribution Date": As to each Class of Certificates,
other than the Class Q Certificates, the Distribution Date occurring in December
2035.

            "Rating Agency": Each of S&P and Fitch or their successors in
interest. If any of such rating agencies or any successor thereto ceases to
remain in existence, "Rating Agency" shall be deemed to refer to any other
NRSRO, or other comparable Person, designated by the Depositor to replace the
rating agency that has ceased to exist. Notice of such designation shall be
given to the Trustee and the Servicer, and the specific ratings of S&P and Fitch
herein referenced shall be deemed to refer to the equivalent ratings of the
party so designated.

            "Record Date": With respect to any Distribution Date other than the
first Distribution Date, the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs.

            "Reference Rate": With respect to any Distribution Date from and
including the January 2003 Distribution Date to and including the December 2009
Distribution Date, the corresponding rate per annum set forth on Exhibit N
hereto.

            "Registrar Office": As defined in Section 5.02(a).

            "Regular Certificate": Any Public Certificate or Private
Certificate.

            "Regulation S Global Certificate": As defined in Section 5.01(a).

            "Regulation S Investment Representation Letter": As defined in
Section 5.02(b).

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the "Prime Rate" published in the "Money Rates" Section of The Wall Street
Journal (or, if such Section or publication is no longer available, such other
comparable publication as is determined by the Trustee in its sole discretion)
as may be in effect from time to time, or, if the "Prime Rate" no longer exists,
such other comparable rate (as determined by the Trustee in its reasonable
discretion) as may be in effect from time to time.

            "Related Certificates," "Related Uncertificated Lower-Tier Interest"
and "Related Component": For the following Classes of Uncertificated Lower-Tier
Interests and Components, the related Class of Certificates set forth below; for
the following Classes of Certificates, the related Class or Classes of
Uncertificated Lower-Tier Interests and Components set forth below; and for the
following Components, the related Class of Certificates or Class of
Uncertificated Lower-Tier Interests set forth below:

Related                 Related Uncertificated
Certificates            Lower-Tier Interest                 Related Component
------------            ---------------------------         -----------------
Class A-1 Certificate   Class LA-1-1 Uncertificated         Component A-1-1
                        Interest
                        Class LA-1-2 Uncertificated         Component A-1-2
                        Interest
                        Class LA-1-3 Uncertificated         Component A-1-3
                        Interest
                        Class LA-1-4 Uncertificated         Component A-1-4
                        Interest
                        Class LA-2-1 Uncertificated         Component A-2-1
                        Interest
Class A-2 Certificate   Class LA-2-2 Uncertificated         Component A-2-2
                        Interest
                        Class LA-2-3 Uncertificated         Component A-2-3
                        Interest
Class B Certificate     Class LB Uncertificated             Component B
                        Interest
Class C Certificate     Class LC Uncertificated             Component C
                        Interest
Class D Certificate     Class LD Uncertificated             Component D
                        Interest
Class E Certificate     Class LE-1 Uncertificated           Component E-1
                        Interest
                        Class LE-2 Uncertificated           Component E-2
                        Interest
Class F Certificate     Class LF Uncertificated             Component F
                        Interest
Class G Certificate     Class LG Uncertificated             Component G
                        Interest
Class H Certificate     Class LH Uncertificated             Component H
                        Interest
Class J Certificate     Class LJ Uncertificated             Component J
                        Interest
Class K Certificate     Class LK Uncertificated             Component K
                        Interest
Class L Certificate     Class LL Uncertificated             Component L
                        Interest
Class M Certificate     Class LM Uncertificated             Component M
                        Interest
Class N Certificate     Class LN Uncertificated             Component N
                        Interest
Class O Certificate     Class LO Uncertificated             Component O
                        Interest
Class P Certificate     Class LP Uncertificated             Component P
                        Interest
Class Q  Certificate    Class LQ Uncertificated             Component Q
                        Interest

            "Remaining Principal Distribution Amount": As to any Distribution
Date and any Class of Subordinate Certificates, the amount, if any, by which the
Principal Distribution Amount for such Distribution Date exceeds the aggregate
amount distributed in respect of Principal Distribution Amounts on such
Distribution Date to all Classes senior to such Class.

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of Subtitle A of the Code, and
related provisions, and temporary and final regulations and, to the extent not
inconsistent with such temporary and final regulations, proposed regulations,
and published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code, which income,
subject to the terms and conditions of that Section of the Code in its present
form, does not include:

              (i) except as provided in Section 856(d)(4) or (6) of the Code,
      any amount received or accrued, directly or indirectly, with respect to
      such REO Property, if the determination of such amount depends in whole or
      in part on the income or profits derived by any Person from such property
      (unless such amount is a fixed percentage or percentages of receipts or
      sales and otherwise constitutes Rents from Real Property);

              (ii) any amount received or accrued, directly or indirectly, from
      any Person if the Trust Fund owns directly or indirectly (including by
      attribution) a ten percent or greater interest in such Person determined
      in accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;

              (iii) any amount received or accrued, directly or indirectly, with
      respect to such REO Property if any Person Directly Operates such REO
      Property;

              (iv) any amount charged for services that are not customarily
      furnished in connection with the rental of property to tenants in
      buildings of a similar Class in the same geographic market as such REO
      Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
      (whether or not such charges are separately stated); and

              (v) rent attributable to personal property unless such personal
      property is leased under, or in connection with, the lease of such REO
      Property and, for any taxable year of the Trust Fund, such rent is no
      greater than 15 percent of the total rent received or accrued under, or in
      connection with, the lease.

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders and the related B Loan Holder in
connection with an A/B Loan Pair, which shall be entitled "GMAC Commercial
Mortgage Corporation, as Special Servicer [or the name of any successor Special
Servicer], in trust for Wells Fargo Bank Minnesota, N.A., as Trustee, for
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates and the related B Loan Holder, as their
interests may appear, Series 2002-CP5, REO Account." Any such account or
accounts shall be an Eligible Account.

            "REO Acquisition": With respect to any Mortgage Loan, the
acquisition by the Trust Fund of REO Property related to such Mortgage Loan.

            "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(e).

            "REO Extension": As defined in Section 3.16(a).

            "REO Loan": The Mortgage Loan deemed to be outstanding with respect
to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the related REO Property remains part of the Trust Fund, and shall be
deemed to provide for Assumed Scheduled Payments on each Due Date therefor and
otherwise have the same terms and conditions as its predecessor Mortgage Loan,
including, without limitation, with respect to the calculation of the Mortgage
Rate in effect from time to time (such terms and conditions to be applied
without regard to the default on such predecessor Mortgage Loan). Each REO Loan
shall be deemed to have an initial outstanding principal balance and Stated
Principal Balance equal to the outstanding principal balance and Stated
Principal Balance, respectively, of its predecessor Mortgage Loan as of the
related REO Acquisition Date. All amounts due and owing in respect of the
predecessor Mortgage Loan as of the related REO Acquisition Date, including,
without limitation, accrued and unpaid interest, shall continue to be due and
owing in respect of an REO Loan. All amounts payable or reimbursable to the
Servicer, the Special Servicer or the Trustee, as applicable, in respect of the
predecessor Mortgage Loan as of the related REO Acquisition Date, including,
without limitation, any unpaid Special Servicing Fees and Servicing Fees and any
unreimbursed Advances, together with any interest accrued and payable to the
Servicer or the Trustee in respect of such Advances in accordance with Section
3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the
Servicer or the Trustee in respect of an REO Loan. Collections in respect of
each REO Loan (exclusive of amounts to be applied to the payment of, or to be
reimbursed to the Servicer or the Special Servicer for the payment of, the costs
of operating, managing and maintaining the related REO Property) shall be
treated: first, as a recovery of accrued and unpaid Advances, Primary Servicing
Fees and Servicing Fees and related interest due the Servicer or the Trustee, as
applicable; second, as a recovery of accrued and unpaid interest on such REO
Loan at the related Mortgage Rate to but not including the Due Date in the Due
Period of receipt, and, if applicable, any unpaid Liquidation Expenses; third,
as a recovery of principal of such REO Loan to the extent of its entire unpaid
principal balance; and fourth, in accordance with the Servicing Standard of the
Servicer, as a recovery of any other amounts due and owing in respect of such
REO Loan, including, without limitation, Yield Maintenance Charges, Prepayment
Premiums and Penalty Charges.

            "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of and in the name of the Trustee (or its nominee) for the
benefit of the Certificateholders and, if such property relates to an A/B Loan
Pair, the related B Loan Holder, through foreclosure, acceptance of a deed in
lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Loan.

            "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property. With respect to an REO
Property that had been security for an A Loan, the portion of the amounts
described above received with respect to such REO Property and allocable to the
related A Note pursuant to the related A/B Intercreditor Agreement.

            "Request for Release": A release signed by a Servicing Officer of
the Servicer or the Special Servicer, as applicable, in the form of Exhibit F
attached hereto.

            "Reserve Report": A report prepared by the Servicer which identifies
with respect to each Loan that required funding of reserves as of the Closing
Date and for which the required actions relating to such reserves have not been
completed by such first anniversary: (i) the amount of such reserves as of the
Closing Date; (ii) the amount of such reserves remaining on the date of the
reporting; (iii) the purpose of such reserve (i.e., deferred maintenance,
environmental, TI/LC, etc.); (iv) the expiration date by which the work must be
completed; and (v) the status of such work (if contact was made with Borrower).

            "Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.

            "Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice President, corporate trust officer
or assistant corporate trust officer of the Trustee having direct responsibility
for the administration of this Agreement, and with respect to any successor
Trustee, any officer or assistant officer in the corporate trust department of
the Trustee or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers to whom a
particular matter is referred by the Trustee because of such officer's knowledge
of and familiarity with the particular subject.

            "Restricted Servicer Reports": Collectively, the CMSA Comparative
Financial Status Report, the CMSA Servicer Watch List, the CMSA Operating
Statement Analysis Report and the CMSA NOI Adjustment Worksheet.

            "Revised Rate": With respect to the ARD Loans, the increased
interest rate after the Anticipated Repayment Date (in the absence of a default)
for each applicable ARD Loan, as calculated and as set forth in the related ARD
Loan.

            "Rule 144A Global Certificate": As defined in Section 5.01(a).

            "Sarbanes-Oxley Certification": As defined in Section 3.27(b).

            "Securities Act": The Securities Act of 1933, as amended.

            "Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in the related
Mortgage or executed separately, creating in favor of the holder of such
Mortgage a security interest in the personal property constituting security for
repayment of such Mortgage Loan.

            "Security Position Listing": A listing prepared by the Depository of
the holdings of Depository Participants with respect to the Certificates.

            "Servicer": Midland Loan Services, Inc., and its successors in
interest and assigns, or any successor servicer appointed as herein provided.

            "Servicer Remittance Date": With respect to any Distribution Date,
the Business Day preceding such Distribution Date.

            "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.

            "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including attorneys' fees and expenses and fees
of real estate brokers) incurred by the Servicer in connection with the
servicing and administering of (a) a Loan in respect of which a default,
delinquency or other unanticipated event has occurred or is reasonably
foreseeable or (b) an REO Property, including, in the case of both (a) and (b),
but not limited to, the cost of (i) compliance with the Servicer's obligations
set forth in Section 3.03(c), (ii) the preservation, restoration and protection
of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds
or any Liquidation Proceeds of the nature described in clauses (i) through (iv)
of the definition of "Liquidation Proceeds," (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures, (v)
the operation, leasing, management, maintenance and liquidation of any REO
Property, (vi) any Appraisal, (vii) any "forced placed" insurance policy
purchased, and (viii) any other expenditure which is expressly designated as a
Servicing Advance herein.

            "Servicing Fee": With respect to each Loan and REO Loan, the fee
payable to the Servicer pursuant to the first paragraph of Section 3.11(a).

            "Servicing Fee Rate": With respect to the Servicer and each Loan,
Specially Serviced Loan, and REO Loan, a rate equal to 0.02% (2 basis points)
per annum (exclusive of any Primary Servicing Fee and any Trustee Fee) computed
on the same basis and in the same manner as interest is computed on the related
Loan.

            "Servicing File": All documents and records in the related Mortgage
Loan Seller's possession relating to the Mortgage Loans (including any reserve
and escrow agreements, asset summaries, appraisals, insurance policies, tax
bills, engineering reports, environmental reports, cash management agreements,
lockbox agreements, financial statements, operating statements and any other
information provided by the respective Borrower from time to time, but excluding
any documents and other writings not enumerated in this parenthetical that have
been prepared by the related Mortgage Loan Seller or any of its Affiliates
solely for internal communication) that are not required to be a part of the
related Mortgage File in accordance with the definition thereof, together with
copies of all instruments and documents which are required to be a part of the
Mortgage File in accordance with the definition thereof.

            "Servicing Officer": Any officer and/or employee of the Servicer or
the Special Servicer involved in, or responsible for, the administration and
servicing of the Loans, whose name and specimen signature appear on a list of
servicing officers furnished by the Servicer to the Trustee and the Depositor on
the Closing Date as such list may be amended from time to time thereafter.

            "Servicing Standard": As defined in Section 3.01(a).

            "Servicing Transfer Event": With respect to any Mortgage Loan or B
Loan, the occurrence of any of the following events:

              (i) a payment default shall have occurred on such Mortgage Loan or
      B Loan at its Maturity Date and continues unremedied for 30 days or, if
      the Servicer has received evidence that the Borrower has obtained a firm
      commitment to refinance, 60 days;

              (ii)  any Monthly Payment is 60 days or more delinquent; or

              (iii) the Servicer or Directing Certificateholder determines that
      a payment default has occurred or is imminent and is not likely to be
      cured by the related Borrower within 60 days; or

              (iv) a decree or order of a court or agency or supervisory
      authority having jurisdiction in the premises in an involuntary case under
      any present or future federal or state bankruptcy, insolvency or similar
      law or the appointment of a conservator or receiver or liquidator in any
      insolvency, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs
      is entered against the related Borrower; provided that if such decree or
      order is discharged or stayed within 60 days of being entered, such Loan
      shall not be a Specially Serviced Loan (and no Special Servicing Fees,
      Workout Fees or Liquidation Fees will be payable with respect thereto); or

              (v) the related Borrower shall file for or consent to the
      appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, marshaling of assets and liabilities or similar
      proceedings of or relating to such Borrower or of or relating to all or
      substantially all of its property; or

              (vi) the related Borrower shall admit in writing its inability to
      pay its debts generally as they become due, file a petition to take
      advantage of any applicable insolvency or reorganization statute, make an
      assignment for the benefit of its creditors, or voluntarily suspend
      payment of its obligations; or

              (vii) the Servicer has received notice of the foreclosure or
      proposed foreclosure of any lien on the related Mortgaged Property; or

              (viii) with respect to the 1633 Broadway Loan, if the B Loan
      Holder has exercised its right to cure three consecutive monetary defaults
      or five cures of monetary defaults within any 12 month period and a
      monetary default occurs in the following month, then servicing of such
      Loan shall be transferred to the Special Servicer at the expiration of the
      Borrower's grace period for the current monetary default; or

              (ix) any other default has occurred under the Loan Documents that,
      in the judgment of the Servicer or Directing Certificateholder, has
      materially and adversely affected the value of the related Mortgage Loan
      or B Loan and has continued unremedied for 60 days (irrespective of any
      grace period specified in the related Mortgage, provided that the failure
      of the related Borrower to obtain all-risk casualty insurance which does
      not contain any carve-out for terrorist or similar act (other than such
      amounts as are specifically allowed by the related Loan Agreement) shall
      not apply with respect to this clause if the Servicer has determined in
      accordance with the Servicing Standard that either (a) such insurance is
      not available at commercially reasonable rates or that such hazards are
      not at the time commonly insured against for properties similar to the
      Mortgaged Property and located in or around the region in which such
      Mortgaged Property is located or (b) such insurance is not available at
      any rate.

            If a default occurs under the 1633 Broadway Loan, which the B Loan
Holder has the option to cure pursuant to the A/B Intercreditor Agreement, then
a Servicing Transfer Event will not be deemed to have occurred with respect to
the 1633 Broadway Loan and the 1633 Broadway Loan will not be considered a
Specially Serviced Loan unless and until the B Loan Holder does not exercise its
option to cure prior to the expiration of the applicable cure period as
described in such A/B Intercreditor Agreement.

            "Significant Mortgage Loan": At any time, (a) any Mortgage Loan (i)
whose principal balance is $20,000,000 or more at such time or (ii) that is (x)
a Mortgage Loan, (y) part of a group of Crossed Mortgage Loans or (z) part of a
group of Mortgage Loans made to affiliated Borrowers that, in each case, in the
aggregate, represents 5% or more of the aggregate outstanding principal balance
of all of the Mortgage Loans at such time or (b) any one of the ten largest
Mortgage Loans, (which for the purposes of this definition shall include groups
of Crossed Mortgage Loans and groups of Mortgage Loans made to affiliated
Borrowers) by outstanding principal balance at such time.

            "Similar Law": As defined in Section 5.02(e).

            "Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide that it is formed solely for
the purpose of owning and pledging Defeasance Collateral relating to one or more
Defeasance Mortgage Loans; does not engage in any business unrelated to such
Defeasance Collateral; does not have any assets other than those related to its
interest in the Defeasance Collateral and may not incur any indebtedness other
than as required to assume the defeased obligations under the related Note or
Notes that have been defeased; it shall maintain its own books, records and
accounts, in each case which are separate and apart from the books, records and
accounts of any other Person; it shall hold regular meetings, as appropriate, to
conduct its business, and shall observe all entity level formalities and
recordkeeping; it shall conduct business in its own name and use separate
stationery, invoices and checks; it may not guarantee or assume the debts or
obligations of any other Person; it shall not commingle its assets or funds with
those of any other Person; it shall pay its obligations and expenses from its
own funds and allocate and charge reasonably and fairly any common employees or
overhead shared with Affiliates; it shall prepare separate tax returns and
financial statements or, if part of a consolidated group, shall be shown as a
separate member of such group; it shall transact business with Affiliates on an
arm's-length basis pursuant to written agreements; and it shall hold itself out
as being a legal entity, separate and apart from any other Person. The SPE's
organizational documents shall provide that any dissolution and winding up or
insolvency filing for such entity requires the unanimous consent of all partners
or members, as applicable, and that such documents may not be amended with
respect to the Single-Purpose Entity requirements so long as any Certificates
are outstanding.

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors in interest.

            "Special Servicer": GMAC Commercial Mortgage Corporation and its
successors in interest and assigns, or any successor special servicer appointed
as herein provided.

            "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan, the fee payable to the Special Servicer pursuant to
the first paragraph of Section 3.11(b).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.25% per annum computed on the basis
of the Stated Principal Balance of the related Loan and for the same period for
which any related interest payment on the related Specially Serviced Loan is
computed, as more particularly described in Section 3.11.

            "Specially Serviced Loan": As defined in Section 3.01(a).

            "Specially Serviced Mortgage Loan": As defined in Section 3.01(a).

            "Startup Day": The Closing Date.

            "State Tax Laws": The state and local tax laws of (a) Minnesota, and
(b) any other state, the applicability of which to the Trust Fund or the Trust
REMICs shall have been confirmed to the Trustee in writing either by the
delivery to the Trustee of an Opinion of Counsel to such effect (which Opinion
of Counsel shall not be at the expense of the Trustee), or by the delivery to
the Trustee of a written notification to such effect by the taxing authority of
such state.

            "Stated Principal Balance": With respect to any Mortgage Loan or
1633 Broadway B Loan (other than an REO Loan), as of any date of determination,
an amount equal to (x) the Cut-off Date Principal Balance of such Mortgage Loan
or 1633 Broadway B Loan (or, in the case of a Qualified Substitute Mortgage
Loan, the principal balance as of the date it was added to the Trust), minus (y)
the sum of:

              (i) the principal portion of each Monthly Payment due on such
      Mortgage Loan or 1633 Broadway B Loan after the Cut-off Date, to the
      extent received from the Borrower or advanced by the Servicer or Trustee,
      as applicable, and distributed to Certificateholders or the B Loan Holder
      on or before such date of determination;

              (ii) all Principal Prepayments received with respect to such
      Mortgage Loan or 1633 Broadway B Loan after the Cut-off Date, to the
      extent distributed to Certificateholders or the B Loan Holder on or before
      such date of determination;

              (iii) the principal portion of all Insurance and Condemnation
      Proceeds and Liquidation Proceeds received with respect to such Mortgage
      Loan or 1633 Broadway B Loan after the Cut-off Date, to the extent
      distributed to Certificateholders on or before such date of determination;

              (iv) any reduction in the outstanding principal balance of such
      Mortgage Loan or 1633 Broadway B Loan resulting from a Deficient Valuation
      that occurred prior to the end of the Due Period for the most recent
      Distribution Date; and

              (v) any reduction in the outstanding principal balance of such
      Mortgage Loan or 1633 Broadway B Loan due to a modification by the Special
      Servicer pursuant to Section 3.20(d).

            With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Loan as of
the related Acquisition Date, minus (y) the sum of:

              (i) the principal portion of any P&I Advance made with respect to
      an REO Loan on or after the related REO Acquisition Date, to the extent
      distributed to Certificateholders on or before such date of determination;
      and

              (ii) the principal portion of all Insurance and Condemnation
      Proceeds, Liquidation Proceeds and REO Revenues received with respect to
      such REO Loan, to the extent distributed to Certificateholders on or
      before such date of determination.

            A Loan or an REO Loan shall be deemed to be part of the Trust Fund
and to have an outstanding Stated Principal Balance until the Distribution Date
on which the payments or other proceeds, if any, received in connection with a
Liquidation Event in respect thereof are to be distributed to
Certificateholders.

            "Statement to Certificateholders": As defined in Section 4.02(a).

            "Sub-Servicer": Any Person with which the Servicer or the Special
Servicer, as applicable, has entered into a Sub-Servicing Agreement, including
any Primary Servicer.

            "Sub-Servicing Agreement": The subservicing agreements between the
Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans by such Sub-Servicer
as provided in Section 3.22, including any Primary Servicing Agreement.

            "Subordinate Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P or Class Q Certificate.

            "Subsequent Exchange Act Reports": All Exchange Act Reports other
than the Current Report on Form 8-K to be filed with the Commission with respect
to the Trust by the Depositor in accordance with Section 3.27(a) within 15 days
following the Closing Date

            "Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Loan being replaced calculated as of the date of
substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loan as of the date of substitution. In the event that one
or more Qualified Substitute Mortgage Loans are substituted (at the same time)
for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the
aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage Loan or Loans.

            "Successor Manager": As defined in Section 3.19(c).

            "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of the Upper-Tier REMIC and the Lower-Tier REMIC created
hereunder due to its classification as a REMIC under the REMIC Provisions, and
Forms 1041 for the portions of the Trust Fund treated as a grantor trust for
federal income tax purposes, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal or
State Tax Laws.

            "Termination Notice": As defined in Section 7.01(b).

            "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

            "Transfer Affidavit": As defined in Section 5.02(g)(i)(B).

            "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

            "Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

            "Transferor Letter": As defined in Section 5.02(g)(i)(D).

            "Treasury Rate": With respect to any Principal Prepayment made on a
Loan, the yield calculated by the linear interpolation of the yields reported in
Federal Reserve Statistical Release H.15 Selected Interest Rates (the "Release")
under the heading "U.S. government securities" and the subheading "Treasury
constant maturities" for the week ending immediately before the related
Prepayment Date, of U.S. Treasury constant maturities with maturity dates (one
longer and one shorter) most nearly approximating the Maturity Date of such Loan
(or, if such Loan is an ARD Loan, the related Anticipated Repayment Date). If
the Release is no longer published, the Servicer shall select a comparable
publication to determine the Treasury Rate in its reasonable discretion.

            "Trust": As defined in the Preliminary Statement.

            "Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Mortgage Loans subject to this
Agreement and all interest and principal received or receivable on or with
respect to the Mortgage Loans (other than payments of principal and interest due
and payable on the Mortgage Loans on or before the Cut-off Date and Principal
Prepayments paid on or before the Cut-off Date), together with all documents
included in the related Mortgage Files; (ii) such funds or assets as from time
to time are deposited in the Collection Account, the Distribution Accounts, the
Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve
Account, the Interest Reserve Account, a security interest, if any, in escrow
accounts held by the Servicer and, if established, the REO Account; (iii) any
REO Property; (iv) the rights of the mortgagee under all Insurance Policies with
respect to the Mortgage Loans, (v) the Uncertificated Lower-Tier Interests; and
(vi) the rights of the Depositor under the Mortgage Loan Purchase Agreements.

            "Trust REMIC": The Lower-Tier REMIC or the Upper-Tier REMIC.

            "Trustee": Wells Fargo Bank Minnesota, N.A., in its capacity as
trustee and its successors in interest, or any successor trustee appointed as
herein provided.

            "Trustee Exception Report": As defined in Section 2.02(e).

            "Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement.

            "Trustee Fee Rate": A rate equal to 0.002% per annum computed on the
same interest accrual basis as the related Loan, which will be an actual/360
basis or a 30/360 basis, as applicable, on the Stated Principal Balance of the
subject Loan (including any related REO Loans and Specially Serviced Loans).

            "UCC": The Uniform Commercial Code, as enacted in each applicable
state.

            "UCC Financing Statement": A financing statement executed and filed
pursuant to the UCC, as in effect in the relevant jurisdiction.

            "Uncertificated Lower-Tier Interests": Any of the Class LA-1-1,
Class A-1-2, Class A-1-3, Class A-1-4, Class LA-2-1, Class LA-2-2, Class A-2-3,
Class LB, Class LC, Class LD, Class LE-1, Class LE-2, Class LF, Class LG, Class
LH, Class LJ, Class LK, Class LL, Class LM, Class LN, Class LO, Class LP and
Class LQ Uncertificated Interests.

            "Uncovered Prepayment Interest Shortfall": As to any Distribution
Date and any Mortgage Loan as to which a Principal Prepayment is made, the
amount, if any, by which the Prepayment Interest Shortfall relating to a
Principal Prepayment, if any, for such Mortgage Loan as of such Distribution
Date exceeds a portion of the Servicing Fee attributable to such Mortgage Loan
equal to the first 0.005% per annum of the Servicing Fee Rate for such period
(but only to the extent described in the last paragraph of Section 3.11(a) in
connection with a Principal Prepayment described therein) and due to the
Servicer for the period from the date of such prepayment to the end of the
related Due Period (or, in the case of a Specially Serviced Mortgage Loan, for
the period from the date of such prepayment to the Due Date immediately
preceding such Distribution Date); provided that, the calculation above shall
not apply if the Loan Documents allow prepayment on a date other than a Due
Date.

            "Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the amount, if any, by which (i) the sum of the Uncovered
Prepayment Interest Shortfalls, if any, for such Distribution Date exceeds (ii)
the aggregate amount of Prepayment Interest Excesses, if any, on all Loans for
such Distribution Date.

            "Underwriters": Credit Suisse First Boston Corporation, PNC Capital
Markets, Inc., Greenwich Capital Markets, Inc. and Deutsche Bank Securities.

            "Unpaid Interest Shortfall Amount": As to the first Distribution
Date and any Class of Regular Certificates, zero. As to any Distribution Date
after the first Distribution Date and any Class of Regular Certificates, the
amount, if any, by which the sum of the Interest Shortfall Amounts for such
Class for prior Distribution Dates exceeds the sum of the amounts distributed on
such Class on prior Distribution Dates in respect of such Interest Shortfall
Amounts.

            "Unrestricted Servicer Reports": Collectively, the CMSA Delinquent
Loan Status Report, CMSA Historical Loan Modification Report, CMSA Historical
Liquidation Report, CMSA Property File, CMSA Financial File and CMSA REO Status
Report.

            "Upper-Tier Distribution Account": The account, accounts or
sub-account created and maintained by the Trustee, pursuant to Section 3.04(b)
in trust for the Certificateholders, which shall be entitled "Wells Fargo Bank
Minnesota, N.A., as Trustee, for the Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CP5, Upper-Tier Distribution Account." Any such account or accounts shall
be an Eligible Account or a subaccount of an Eligible Account.

            "Upper-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Uncertificated Lower-Tier Interests and
such amounts as shall from time to time be held in the Upper-Tier Distribution
Account.

            "U.S. Person": A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any State thereof or the District of Columbia
(other than a partnership that is not treated as a United States person under
any applicable Treasury regulations), or an estate whose income is subject to
United States federal income tax purposes regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in Treasury Regulations, certain
trusts in existence on August 20, 1996 and treated as United States persons
prior to such date that elect to continue to be so treated also shall be
considered U.S. Persons.

            "Voting Rights": The portion of the voting rights of all of the
Certificates, which is allocated to any Certificate. At all times during the
term of this Agreement and for any date of determination, the Voting Rights
shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class A-X and Class A-SP Certificates, (based on the
respective Notional Balance of each Class related to the aggregate Notional
Balance of the two Classes) and (ii) in the case of any other Class of Regular
Certificates a percentage equal to the product of 99% and a fraction, the
numerator of which is equal to the aggregate Certificate Balance of such Class,
in each case, determined as of the Distribution Date immediately preceding such
date of determination, and the denominator of which is equal to the aggregate
Certificate Balance of the Regular Certificates (other than the Class A-X and
Class A-SP Certificates), each determined as of the Distribution Date
immediately preceding such date of determination. None of the Class V, Class R
or Class LR Certificates will be entitled to any Voting Rights. For purposes of
determining Voting Rights, the Certificate Balance of any Class shall be deemed
to be reduced by allocation of the Collateral Support Deficit to such Class, but
not by Appraisal Reductions allocated to such Class. Voting Rights allocated to
a Class of Certificateholders shall be allocated among such Certificateholders
in proportion to the Percentage Interests evidenced by their respective
Certificates.

            "Website": The internet website maintained by the Trustee initially
located at "www.ctslink.com/cmbs" or the internet website of the Servicer
initially located at "www.midlandls.com."

            "Weighted Average Net Mortgage Rate": As to any Distribution Date,
the average, as of such Distribution Date, of the Net Mortgage Pass-Through
Rates of the Loans weighted by the Stated Principal Balances thereof.

            "Withheld Amounts": As defined in Section 3.29(a).

            "Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan.

            "Workout Fee Rate": As defined in Section 3.11(b).

            "Yield Maintenance Charge": With respect to any Loan, the yield
maintenance charge set forth in the related Loan, including but not limited to a
yield maintenance charge which is based on the amount of Defeasance Collateral.
If a Yield Maintenance Charge becomes due for any particular Loan, the Servicer
shall be required to follow the terms and provisions contained in the applicable
Loan Documents; provided, however, that if the related Loan Documents do not
specify which U.S. Treasury obligations are to be used in determining the
discount rate or the reinvestment yield to be applied in such calculation, or if
the related Loan Documents are ambiguous, the Servicer shall be required to use
those U.S. Treasury obligations that will generate the lowest discount rate or
reinvestment yield for the purposes thereof. Accordingly, if either no U.S.
Treasury obligation, or more than one U.S. Treasury obligation, coincides with
the term over which the Yield Maintenance Charge is to be calculated (which,
depending on the applicable Loan Documents, is based on the remaining average
life of the Loan or the actual term remaining through the Maturity Date), the
Servicer shall use the U.S. Treasury obligations whose reinvestment yield is the
lowest, with such yield being based on the bid price for such issue as published
in The Wall Street Journal on the date that is fourteen (14) days prior to the
date that the Yield Maintenance Charge becomes due and payable (or, if such bid
price is not published on that date, the next preceding date on which such bid
price is so published) and converted to a monthly compounded nominal yield. The
monthly compounded nominal yield ("MEY") is derived from the reinvestment yield
or discount rate and shall be defined as MEY = (12 x [{(1+BEY/2)1/6}-1]) x 100
where BEY is defined as the U.S. Treasury Reinvestment Yield in decimal, not
percentage, form, and 1/6 is the exponential power to which a portion of the
equation is raised. For example, using a BEY of 5.50%, the MEY = (12 x [{(1 +
0.055/2) 0.16667}-1]) x 100, where 0.055 is the decimal version of the
percentage 5.50%, and 0.16667 is the decimal version of the exponential power.
(The MEY calculated in the above example is 5.438%.)

            "Yield Rate": With respect to any Loan, a rate equal to a per annum
rate calculated by the linear interpolation of the yields, as reported in the
most recent "Federal Reserve Statistical Release H.15 - Selected Interest Rates"
under the heading U.S. Government Securities/Treasury constant maturities
published prior to the date of the relevant prepayment of any Loan, of U.S.
Treasury constant maturities with maturity dates (one longer, one shorter) most
nearly approximating the maturity date (or, with respect to ARD Loans, the
Anticipated Repayment Date) of the Loan being prepaid or the monthly equivalent
of such rate. If Federal Reserve Statistical Release H.15 - Selected Interest
Rates is no longer published, the Servicer, on behalf of the Trustee, will
select a comparable publication to determine the Yield Rate.

            Section 1.02 Certain Calculations.

            (a) Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and obligations of the
parties hereto, the following provisions shall apply:

            (i) All calculations of interest with respect to the Loans (other
      than the Actual/360 Loans) and of interest earned on Advances provided for
      herein shall be made on the basis of a 360-day year consisting of twelve
      30-day months. All calculations of interest with respect to the Actual/360
      Loans shall be made as set forth in such Loan with respect to the
      calculation of interest accruing at the related Mortgage Rate.

            (ii) Any Loan payment (including any B Loan payment) is deemed to be
      received on the date such payment is actually received by the Servicer,
      the Special Servicer or the Trustee; provided, however, that for purposes
      of calculating distributions on the Certificates, (i) any voluntary
      Principal Prepayment made on a date other than the related Due Date and in
      connection with which the Servicer has collected interest thereon through
      the end of the related Mortgage Interest Accrual Period shall be deemed to
      have been made, and the Servicer shall apply such Principal Prepayment to
      reduce the outstanding principal balance of the related Mortgage Loan as
      if such Principal Prepayment had been received, on the following Due Date
      and (ii) all other Principal Prepayments with respect to any Mortgage Loan
      are deemed to be received on the date they are applied to reduce the
      outstanding principal balance of such Mortgage Loan.

            (iii) Any reference to the Certificate Balance of any Class of
      Certificates on or as of a Distribution Date shall refer to the
      Certificate Balance of such Class of Certificates on such Distribution
      Date after giving effect to (a) any distributions made on such
      Distribution Date pursuant to Section 4.01(a) and (b) any Collateral
      Support Deficit allocated to such Class on such Distribution Date pursuant
      to Section 4.04.

            Section 1.03  Loan Identification Convention.

            Mortgage Loans shall be identified in this Agreement by reference to
their respective loan numbers, as set forth under the column heading "Loan #" in
Exhibit A-1 to the Prospectus Supplement.

            Section 1.04   Certain Matters with respect to the 1633 Broadway
Loan.

            (a) For the avoidance of doubt, the parties acknowledge that the
rights and duties of each of the Servicer and the Special Servicer under this
Agreement, insofar as such rights, duties and obligations relate to the 1633
Broadway Loan (including the 1633 Broadway B Note), shall terminate upon the
earliest to occur of the following with respect to the 1633 Broadway Loan: (i)
any repurchase of or substitution for the A Note by the Mortgage Loan Seller of
the 1633 Broadway Loan, (ii) any purchase of the A Note by the owner of the 1633
Broadway B Note pursuant to the terms of the related A/B Intercreditor Agreement
and (iii) any payment in full of any and all amounts due (or deemed due) under
the A Note (or its successor REO Loan) (including amounts to which the holder of
the A Note is entitled under the A/B Intercreditor Agreement); provided,
however, that this statement shall not limit (A) the duty of the Servicer or
Special Servicer to deliver or make available the reports otherwise required of
it hereunder with respect to the period in which such event occurs or (B) the
rights of the Servicer or such Special Servicer that may otherwise accrue or
arise in connection with the performance of its duties hereunder with respect to
the 1633 Broadway Loan prior to the date on which such event occurs.

            (b) In connection with any purchase described in clause (ii) of
subsection (a) or an event described in clause (iii) of subsection (a), the
Trustee, the Servicer and the Special Servicer (to the extent it possesses any
such items) shall each tender to (in the case of a purchase under such clause
(ii)) the related purchaser (provided that the related purchaser shall have paid
the full amount of the applicable purchase price) or (in the case of such clause
(iii)) to the holder of the related 1633 Broadway B Note (if then still
outstanding), upon delivery to them of a receipt executed by such purchaser or
holder, all portions of the Mortgage File possessed by the Trustee and other
documents pertaining to the 1633 Broadway Loan, possessed by the Trustee, and
each document that constitutes a part of the Mortgage File shall be endorsed or
assigned by the Trustee to the extent necessary or appropriate to such purchaser
or holder (or the designee of such purchaser or holder) in the same manner, and
pursuant to appropriate forms of assignment prepared by the Servicer,
substantially similar to the manner and forms pursuant to which documents were
previously assigned to the Trustee by the CSFB Mortgage Loan Seller, but in any
event, without recourse, representation or warranty; provided that such tender
by the Trustee shall be conditioned upon its receipt from the Servicer of a
Request for Release in the form of Exhibit F hereto. The Servicer shall, and is
also hereby authorized and empowered by the Trustee to, upon receipt of notice
of such purchase, convey to such purchaser or such holder any deposits then held
in an Escrow Account relating to the 1633 Broadway Loan. If the A Note and the
related 1633 Broadway B Note are then REO Loans, then the Special Servicer
shall, and is also hereby authorized and empowered by the Trustee to, upon
receipt of notice to do so, convey to such purchaser or such holder, in each
case, to the extent not needed to pay or reimburse the Servicer, the Special
Servicer, the Trustee or the Fiscal Agent in accordance with this Agreement,
deposits then held in the REO Account insofar as they relate to the related REO
Property.


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01  Conveyance of Mortgage Loans.

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer, set over and otherwise convey to the
Trustee, without recourse, for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Loans
identified on the Mortgage Loan Schedule, (ii) the Mortgage Loan Purchase
Agreements and (iii) all other assets included or to be included in the Trust
Fund. Such assignment includes all interest and principal received or receivable
on or with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Loans on or before the Cut-off Date and
Principal Prepayments paid on or before the Cut-off Date). The transfer of the
Mortgage Loans and the related rights and property accomplished hereby is
absolute and, notwithstanding Section 10.07, is intended by the parties to
constitute a sale.

            (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed each Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be
delivered to and deposited with the Trustee (with a copy to the Servicer and the
Special Servicer as provided in Section 2.01(d)), on or before the Closing Date,
the Mortgage File (except item (xvi) in the definition of Mortgage File, which
shall be delivered to and deposited with the Servicer with a copy to the
Trustee) for each Mortgage Loan so assigned. If a Mortgage Loan Seller cannot
deliver, or cause to be delivered as to any Mortgage Loan, the original Note,
such Mortgage Loan Seller shall deliver a copy or duplicate original of such
Note, together with an affidavit substantially in the form attached as Exhibit H
hereto, certifying that the original thereof has been lost or destroyed.
Notwithstanding the foregoing, each Mortgage Loan Seller has agreed in the
related Mortgage Loan Purchase Agreement to amend any letters of credit to
permit the Trustee to draw thereon, for the benefit of the Certificateholders,
such amendments to be effected within thirty (30) days after the Closing Date;
provided, however, such Mortgage Loan Seller has agreed in the related Mortgage
Loan Purchase Agreement to provide any additional information or assistance that
is required to enable the Servicer to draw upon a letter of credit if necessary
in connection with its servicing of the Mortgage Loan after the Closing Date and
prior to such amendment becoming effective.

            If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iv), (viii), (xi) (other than assignments of UCC
financing statements to be recorded or filed in accordance with the transfer
contemplated by this Agreement) and (xii) of the definition of "Mortgage File,"
with evidence of recording or filing thereon, solely because of a delay caused
by the public recording or filing office where such document or instrument has
been delivered for recordation or filing, the delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be
deemed to have been satisfied and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File, provided that a
photocopy of such non-delivered document or instrument (certified by the
applicable public recording or filing office, the applicable title insurance
company or such Mortgage Loan Seller to be a true and complete copy of the
original thereof submitted for recording or filing) is delivered to the Trustee
on or before the Closing Date, and either the original of such non-delivered
document or instrument, or a photocopy thereof (certified by the appropriate
public recording or filing office to be a true and complete copy of the original
thereof submitted for recording or filing), with evidence of recording or filing
thereon, is delivered to the Trustee (with a copy to the Servicer) within 120
days after the Closing Date, which period may be extended up to two times, in
each case for an additional period of 45 days provided that such Mortgage Loan
Seller, as certified in writing to the Trustee prior to each such 45-day
extension, is in good faith attempting to obtain from the appropriate county
recorder's or filing office such original or photocopy.

            If the applicable Mortgage Loan Seller cannot deliver, or cause to
be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iv), (viii), (xi) (other than assignments of UCC
financing statements to be recorded or filed in accordance with the transfer
contemplated by this Agreement) and (xii) of the definition of "Mortgage File,"
with evidence of recording or filing thereon, for any other reason, including,
without limitation, that such non-delivered document or instrument has been
lost, the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) shall be deemed to have been satisfied and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File if a photocopy of such non-delivered document or instrument
(with evidence of recording or filing thereon and certified by the appropriate
public recording or filing office to be a true and complete copy of the original
thereof submitted for recording or filing) is delivered to the Trustee on or
before the Closing Date.

            Neither the Trustee, Special Servicer nor the Servicer shall be
liable for any failure by any Mortgage Loan Seller or the Depositor to comply
with the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b). Notwithstanding the foregoing, if any Mortgage Loan
Seller fails to deliver a UCC-3 assignment on or before the Closing Date as
required above solely because the related UCC Financing Statement has not been
returned to the Mortgage Loan Seller by the applicable filing office, the
Mortgage Loan Seller shall not be in breach of its obligations with respect to
such delivery, provided that the Mortgage Loan Seller promptly forwards such UCC
Financing Statement to the Trustee (with a copy to the Servicer) upon its
return, together with the related original UCC-3 assignment in a form
appropriate for filing.

            (c) Notwithstanding the foregoing, at the expense of the related
Mortgage Loan Seller, the Trustee (directly or through its designee) shall, as
to each Mortgage Loan, use its reasonable best efforts to promptly (and in any
event no later than the later of (i) 90 days after the Closing Date and (ii) 60
days from receipt of documents in form suitable for recording or filing, as
applicable, including, without limitation, all necessary recording and filing
information) cause to be submitted for recording or filing, as the case may be,
each assignment referred to in clauses (iii) and (v) of the definition of
"Mortgage File," and each UCC-3 assignment to the Trustee referred to in clause
(xi) of the definition of "Mortgage File." Each such assignment shall reflect
that it should be returned by the public recording office to the Trustee
following recording, and each such UCC-3 assignment shall reflect that the file
copy thereof should be returned to the Trustee following filing. If any such
document or instrument is lost or returned unrecorded or unfiled because of a
defect therein, the Trustee shall prepare or cause to be prepared a substitute
therefor or cure such defect, as the case may be, and thereafter the Trustee
shall upon receipt thereof cause the same to be duly recorded or filed, as
appropriate. Within 30 days following request for reimbursement, the Depositor
shall reimburse the Trustee for all of its costs and expenses incurred in
performing its obligation under this Section 2.01(c).

            Notwithstanding the foregoing, any Mortgage Loan Seller may elect,
at its sole cost and expense, to engage a third party contractor to prepare or
complete in proper form for filing and recording any and all of the assignments
described in the immediately preceding paragraph, together with each UCC-3
assignment to the Trustee referred to in clause (xi) of the definition of
"Mortgage File," with respect to the Mortgage Loans conveyed by it to the
Depositor under the applicable Mortgage Loan Purchase Agreement, to submit such
assignments for filing and recording, as the case may be, in the applicable
public filing and recording offices and to deliver such assignments to the
Trustee or its designee as such assignments (or certified copies thereof) are
received from the applicable filing and recording offices with evidence of such
filing or recording indicated thereon. It is hereby acknowledged that the PNC
Mortgage Loan Seller has elected to engage such a third party contractor for the
preparation, filing and recording and delivery of such assignments to the
Trustee in respect of PNC Mortgage Loans. The Trustee shall have no duties or
obligations described in the immediately preceding paragraph in respect of the
PNC Mortgage Loans.

            (d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Mortgage Loans (including
reserve and escrow agreements, cash management agreements, lockbox agreements,
financial statements, operating statements and any other information provided by
the respective Borrower from time to time, but excluding any documents and other
writings not enumerated in this parenthetical that have been prepared by the
applicable Mortgage Loan Seller or any of its Affiliates solely for internal
communication) that are not required to be a part of a Mortgage File in
accordance with the definition thereof, together with copies of all instruments
and documents which are required to be part of the related Mortgage File in
accordance with the definition thereof, shall be delivered to the Servicer no
later than 30 days after the Closing Date and shall be held by the Servicer on
behalf of the Trustee in trust for the benefit of the Certificateholders (and as
holder of the Uncertificated Lower-Tier Interests) and, insofar as such items
relate to a B Loan, the related B Loan Holder.

            (e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Servicer, on or before
the Closing Date, a fully executed original counterpart of each of the Mortgage
Loan Purchase Agreements, as in full force and effect, without amendment or
modification, on the Closing Date.

            (f) The Depositor shall use its reasonable best efforts to require
that, promptly after the Closing Date, but in all events within three Business
Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all
funds on deposit in escrow accounts maintained with respect to the Mortgage
Loans in the name of such Mortgage Loan Seller or any other name to be
transferred to the Servicer (or a Sub-Servicer at the direction of the Servicer)
for deposit into Servicing Accounts.

            (g) Each Mortgage Loan Seller shall have delivered to the Trustee,
on or before the Closing Date, five limited powers of attorney in favor of the
Trustee, the Servicer and the Special Servicer empowering the Trustee and, in
the event of the failure or incapacity of the Trustee, the Servicer and, in the
event of the failure or incapacity of the Servicer, the Special Servicer, to
record, at the expense of the applicable Mortgage Loan Seller, any Loan
Documents required to be recorded and any intervening assignments with evidence
of recording thereon that are required to be included in the Mortgage Files.
Each Mortgage Loan Seller has agreed in the related Mortgage Loan Purchase
Agreement to reasonably cooperate with the Trustee, the Servicer and the Special
Servicer in connection with any additional powers of attorney or revisions
thereto that are requested by such parties. The Trustee and each other party
hereto agrees that no such power of attorney shall be used with respect to any
Mortgage Loan by or under authorization by any party hereto except to the extent
that the absence of a document described in the second preceding sentence with
respect to such Mortgage Loan remains unremedied as of the earlier of (i) the
date that is 180 days following the delivery of notice of such absence to the
applicable Mortgage Loan Seller, but in no event earlier than 18 months from the
Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a
Specially Serviced Mortgage Loan. For purposes of this Section 2.01, and
notwithstanding any contrary provision hereof or of the definition of "Mortgage
File," if there exists with respect to any group of Crossed Mortgage Loans only
one original or certified copy of any document or instrument described in the
definition of "Mortgage File" which pertains to all of the Crossed Mortgage
Loans in such group of Crossed Mortgage Loans, the inclusion of the original or
certified copy of such document or instrument in the Mortgage File for any of
such Crossed Mortgage Loans and the inclusion of a copy of such original or
certified copy in each of the Mortgage Files for the other Crossed Mortgage
Loans in such group of Crossed Mortgage Loans shall be deemed the inclusion of
such original or certified copy in the Mortgage Files for each such Crossed
Mortgage Loan.

            (h) Notwithstanding anything to the contrary in this Agreement, the
Depositor shall deliver to the Servicer any original letters of credit relating
to the Mortgage Loans and the Servicer shall hold such letters of credit on
behalf of the Trustee.

            Section 2.02  Acceptance by Trustee.

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it, subject to the provisions of Sections 2.01 and
2.02(d), to any exceptions noted on the Trustee Exception Report, and to the
further review provided for in Section 2.02(b), of the Notes, fully executed
original counterparts of the Mortgage Loan Purchase Agreements, and of all other
assets included in the Trust Fund, in good faith and without notice of any
adverse claim, and declares that it holds and will hold such documents and any
other documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files, and that it holds and will hold such other
assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders. All references to the "Mortgage File"
herein when used in connection with the duties or obligations of the Trustee to
hold or certify as to such Mortgage File, shall mean in respect of clause (xvi)
of the definition thereof, a copy thereof. To the extent that the contents of
the Mortgage File for any A Loan relate to the corresponding B Loan, the Trustee
will also hold such Mortgage File in trust for the benefit of the holder of the
related B Loan, if funded.

            The Trustee, by execution and delivery of this Agreement, hereby
certifies, subject to any exceptions noted on Exhibit M attached hereto, as to
each Mortgage Note, that it (A) appears regular on its face, (B) appears to have
been executed (where appropriate) and (C) purports to relate to such Mortgage
Loan.

            (b) Within 60 days of the Closing Date, the Trustee shall review
and, subject to Sections 2.01 and 2.02(d), provide in writing to each of the
Depositor, the Servicer, the Special Servicer, the applicable Mortgage Loan
Seller and the Directing Certificateholder (with the database in electronic
format) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in any exception report annexed thereto as not being covered by such
certification), (i) all documents specified in clauses (i) through (v), (viii),
(ix) (without regard to the parenthetical clause), (xi), (xiii), (xv), (xvi),
(xviii), (xx) and (xxiii) of the definition of "Mortgage File" are in its
possession, and (ii) all documents delivered or caused to be delivered by such
Mortgage Loan Seller constituting the Mortgage Files have been received, have
been executed, appear to be what they purport to be, purport to be recorded or
filed (if recordation or filing is specified for such document in the definition
of "Mortgage File") and have not been torn, mutilated or otherwise defaced, and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.

            (c) The Trustee shall review each of the Loan Documents received
after the Closing Date; and every 90 days following the initial certification
until the earlier of (i) the second anniversary of the Closing Date, (ii) the
date on which all such exceptions are eliminated (any such elimination resulting
from the fact that recordation and/or filing has been completed shall be based
solely on receipt by the Trustee showing evidence of recordation and/or filing),
and (iii) the date on which all the affected Mortgage Loans are removed from the
Trust, the Trustee shall, subject to Sections 2.01 and 2.02(d), certify in
writing in the form of Exhibit J hereto to each of the Depositor, the Servicer,
the Special Servicer and the applicable Mortgage Loan Seller and to the
Directing Certificateholder in electronic format that, as to each Mortgage Loan
listed on the Mortgage Loan Schedule (excluding any Mortgage Loan as to which a
Liquidation Event has occurred or any Mortgage Loan specifically identified in
any exception report annexed thereto as not being covered by such
certification), (i) all documents specified in clauses (i) through (v), (viii),
(ix) (without regard to the parenthetical clause), (xi), (xiii), (xv), (xvi),
(xviii), (xx) and (xxiii) of the definition of "Mortgage File" are in its
possession, (ii) it has received either a recorded original of each of the
assignments specified in clause (iii) and clause (v) of the definition of
"Mortgage File," insofar as an unrecorded original thereof had been delivered or
caused to be delivered by the Mortgage Loan Seller, or a copy of such recorded
original certified by the applicable public recording office to be true and
complete, and (iii) all such Loan Documents have been received, have been
executed, appear to be what they purport to be, purport to be recorded or filed
(if recordation or filing is specified for such document in the definition of
"Mortgage File") and have not been torn, mutilated or otherwise defaced, and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule, provided that the original lender's title insurance policy or a copy
thereof described in clause (ix) of the definition of "Mortgage File" must be
delivered within 270 days of the Closing Date, which period may be extended up
to two times, in each case for an additional period of 45 days provided that
such original policy is unavailable from the related title insurance company due
to a delay in originals or certified copies of recorded documents being returned
from the applicable recording or filing office, and Mortgage Loan Seller, as
certified in writing to the Trustee prior to each such 45-day extension, is in
good faith attempting to obtain from the title insurance company such original
or certified copy. Following any request made later than two years following the
Closing Date, by the Depositor, Mortgage Loan Seller, Servicer, Special
Servicer, Directing Certificateholder or any Certificateholder, the Trustee
shall deliver an updated schedule of exceptions, in electronic format, (to the
extent the prior schedule showed exceptions) to the requesting person. The
Trustee shall, upon request, provide the Servicer with recording and filing
information as to recorded Mortgages, Assignments of Lease and UCC financing
statements promptly after the Trustee receives them from the related recording
offices.

            (d) It is herein acknowledged that the Trustee is not under any duty
or obligation (i) to determine whether any of the documents specified in clauses
(vi), (vii), (x), (xii), (xiv), (xvii), (xix), (xxi) and (xxii) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, a Mortgage Loan Seller or any other Person other than to the extent
identified on the related Mortgage Loan Schedule, (ii) to inspect, review or
examine any of the documents, instruments, certificates or other papers relating
to the Mortgage Loans delivered to it to determine that the same are valid,
legal, effective, in recordable form, genuine, enforceable, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face, (iii) to determine whether any omnibus assignment
specified in clause (vii) of the definition of "Mortgage File" is effective
under applicable law or (iv) to determine whether more than one county and state
financing statement is required to be filed for any given Mortgage.

            (e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee finds that (a) any document required to be included
in the Mortgage File is not in its possession within the time required hereunder
or (b) such document has not been properly executed or is otherwise defective on
its face (each, a "Defect" in the related Mortgage File), the Trustee shall
promptly so notify the Depositor, the Servicer, the Special Servicer and the
applicable Mortgage Loan Seller (and, solely with respect to the 1633 Broadway
Loan, the B Loan Holder), by providing a written report (the "Trustee Exception
Report") setting forth for each affected Mortgage Loan, with particularity, the
nature of such Defect. The Trustee shall not be required to verify the
conformity of any document with the Mortgage Loan Schedule, except that such
documents have been properly executed or received, have been recorded or filed
(if recordation is specified for such document in the definition of "Mortgage
File"), appear to be related to the Mortgage Loans identified on the Mortgage
Loan Schedule, appear to be what they purport to be, or have been torn,
mutilated or otherwise defaced.

            (f) Upon the second anniversary of the Closing Date, the Trustee
shall deliver a final exception report as to any remaining Defects or required
Loan Documents that are not in its possession and that it was required to review
pursuant to Section 2.01(c).

            Section 2.03 Representations, Warranties and Covenants of the
Depositor; Repurchase of Loans by a Mortgage Loan Seller for Defects in Mortgage
Files and Breaches of Representations and Warranties.

            (a) The Depositor hereby represents and warrants as of the Closing
      Date that:

               (i) The Depositor is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Delaware, and
      the Depositor has taken all necessary corporate action to authorize the
      execution, delivery and performance of this Agreement by it, and has the
      power and authority to execute, deliver and perform this Agreement and all
      the transactions contemplated hereby, including, but not limited to, the
      power and authority to sell, assign and transfer the Mortgage Loans in
      accordance with this Agreement; the Depositor has duly authorized the
      execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement;

               (ii) Assuming the due authorization, execution and delivery of
      this Agreement by each other party hereto, this Agreement and all of the
      obligations of the Depositor hereunder are the legal, valid and binding
      obligations of the Depositor, enforceable against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

               (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
      assets or property, which would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

               (iv) There is no action, suit or proceeding pending or, to the
      Depositor's knowledge, threatened against the Depositor in any court or by
      or before any other governmental agency or instrumentality which would
      materially and adversely affect the validity of the Loans or the ability
      of the Depositor to carry out the transactions contemplated by this
      Agreement;

               (v)The Depositor is the lawful owner of the Loans free and clear
      of any liens, pledges, charges or security interests of any nature
      encumbering such Loan with the full right to transfer the Mortgage Loans
      to the Trust Fund and upon the assignment of the Mortgage Loans to the
      Trust, the Mortgage Loans will be validly transferred to the Trust;

               (vi) Following consummation of the conveyance of the Mortgage
      Loans by the Depositor to the Trustee, the Depositor shall take no action
      inconsistent with the Trust Fund's ownership of the Mortgage Loans, and if
      a third party, including a potential purchaser of the Mortgage Loans,
      should inquire, the Depositor shall promptly indicate that the Mortgage
      Loans have been sold and shall claim no ownership interest therein; and

               (vii) Each Mortgage Loan is a "qualified mortgage" within the
      meaning of Code Section 860G(a)(3) (but without regard to the rule in
      Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
      obligation as a qualified mortgage).

            (b) If any Certificateholder, the Servicer, the Special Servicer, or
the Trustee discovers or receives notice of a Defect or breach of any
representation or warranty set forth in, or required to be made with respect to
a Mortgage Loan by any Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement (a "Breach"), it shall give notice to the Servicer, the
Special Servicer, the Trustee and the Rating Agencies. If the Servicer or the
Special Servicer (with respect to Specially Serviced Mortgage Loans) determines
that such Defect or Breach materially and adversely affects the value of any
Mortgage Loan or the interests of the Certificateholders therein, (any Defect or
Breach that materially and adversely affects the value of any Mortgage Loan or
the interests of the Certificateholders therein, a "Material Document Defect" or
a "Material Breach", respectively), it shall give prompt written notice of such
Defect or Breach to the Depositor, the Trustee, the Servicer, the Special
Servicer and the applicable Mortgage Loan Seller and shall request that (A) such
Mortgage Loan Seller, or (B) in the event the CSFB Mortgage Loan Seller shall
fail to act, Credit Suisse First Boston, acting through the Cayman Branch, not
later than 90 days from the earlier of the receipt by the applicable Mortgage
Loan Seller of such notice or discovery by such Mortgage Loan Seller of such
Material Document Defect or Material Breach (the "Initial Resolution Period"),
(i) cure such Material Document Defect or Material Breach in all material
respects, (ii) repurchase the affected Mortgage Loan at the applicable Purchase
Price in conformity with the related Mortgage Loan Purchase Agreement or (iii)
substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan
(provided that in no event shall such substitution occur later than the second
anniversary of the Closing Date) and pay to the Servicer for deposit into the
Collection Account any Substitution Shortfall Amount in connection therewith in
conformity with the related Mortgage Loan Purchase Agreement; provided, however,
that if (i) such Material Document Defect or Material Breach is capable of being
cured but not within the Initial Resolution Period, (ii) such Material Document
Defect or Material Breach is not related to any Mortgage Loan's not being a
"qualified mortgage" within the meaning of the REMIC Provisions and (iii) the
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of
such Material Document Defect or Material Breach within the Initial Resolution
Period, then the Mortgage Loan Seller shall have an additional 90 days to cure
such Material Document Defect or Material Breach, provided that the Mortgage
Loan Seller has delivered to the Servicer, the Rating Agencies and the Trustee
an officer's certificate from an officer of the Mortgage Loan Seller that
describes the reasons that the cure was not effected within the Initial
Resolution Period and the actions that it proposes to take to effect the cure
and that states that it anticipates that the cure will be effected within the
additional 90-day period. Notwithstanding the foregoing, if there exists a
Breach of any representation or warranty with respect to a Mortgage Loan on the
part of a Mortgage Loan Seller set forth in, or made pursuant to, Section 6(a)
of the related Mortgage Loan Purchase Agreement relating to whether or not the
Loan Documents or any particular Loan Document requires the related Borrower to
bear the costs and expenses associated with any particular action or matter
under such Loan Document(s), then such Mortgage Loan Seller shall cure such
Breach, not later than 90 days from the earlier of the receipt by the applicable
Mortgage Loan Seller of such notice or discovery by such Mortgage Loan Seller of
such Breach, by reimbursing the Trust Fund by wire transfer to the Collection
Account the reasonable amount of any such costs and expenses, including Advance
Interest, if any, incurred with respect to any Advances of such costs and
expenses, incurred by the Servicer, the Special Servicer, the Trustee or the
Trust Fund that are the basis of such Breach and have not been reimbursed by the
related Borrower, provided, however, that in the event any such costs and
expenses exceed $10,000, the Mortgage Loan Seller shall have the option to
either repurchase such Mortgage Loan at the applicable Purchase Price,
substitute for such Mortgage Loan and pay the applicable Substitution Shortfall
Amount or pay such costs. Except as provided in the proviso to the immediately
preceding sentence, the Mortgage Loan Seller shall make such wire transfer and
upon its making such wire transfer, the related Mortgage Loan Seller shall be
deemed to have cured such Breach in all respects. Provided such payment is made,
the second preceding sentence describes the sole remedy available to the
Certificateholders and the Trustee on their behalf regarding any such Breach,
and neither the related Mortgage Loan Seller nor, if the affected Mortgage Loan
is a CSFB Mortgage Loan, Credit Suisse First Boston, acting through the Cayman
Branch shall be obligated to repurchase, substitute or otherwise cure such
Breach under any circumstances.

            If (x) a Mortgage Loan is to be repurchased or substituted for as
contemplated above, (y) such Mortgage Loan is a Crossed Mortgage Loan and (z)
the applicable Defect or Breach does not otherwise constitute a Material
Document Defect or Material Breach, as the case may be, as to any related
Crossed Mortgage Loan, then the applicable Material Document Defect or Material
Breach shall be deemed to constitute a Material Document Defect or Material
Breach as to any related Crossed Mortgage Loan for purposes of the above
provisions, and the Mortgage Loan Seller shall be required to repurchase or
substitute for any related Crossed Mortgage Loan in accordance with the
provisions above unless the Crossed Mortgage Loan Repurchase Criteria would be
satisfied if the Mortgage Loan Seller were to repurchase or substitute for only
the affected Crossed Mortgage Loans as to which a Material Document Defect or
Material Breach had occurred without regard to this paragraph, and in the case
of either such repurchase or substitution, all of the other requirements set
forth in this Section 2.03 applicable to a repurchase or substitution, as the
case may be, would be satisfied. In the event that the Crossed Mortgage Loan
Repurchase Criteria would be so satisfied, the Mortgage Loan Seller may elect
either to repurchase or substitute for only the affected Crossed Mortgage Loan
as to which the Material Document Defect or Material Breach exists or to
repurchase or substitute for the aggregated Crossed Mortgage Loans. The
determination of the Trustee as to whether the Crossed Mortgage Loan Repurchase
Criteria have been satisfied shall be conclusive and binding in the absence of
manifest error. The Special Servicer will be entitled to cause to be delivered,
or direct the Mortgage Loan Seller to (in which case the Mortgage Loan Seller
shall) cause to be delivered to the Special Servicer and the Trustee, an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether clause (ii) of the definition of Crossed Mortgage Loan
Repurchase Criteria has been satisfied, in each case at the expense of the
Mortgage Loan Seller if the scope and cost of the Appraisal is approved by the
Mortgage Loan Seller (such approval not to be unreasonably withheld).

            With respect to any Crossed Mortgage Loan conveyed hereunder, to the
extent that the Mortgage Loan Seller repurchases or substitutes for an affected
Crossed Mortgage Loan in the manner prescribed above while the Trustee continues
to hold any related Crossed Mortgage Loans, the related Mortgage Loan Seller and
the Depositor (on behalf of itself and the Trustee) have agreed in the Mortgage
Loan Purchase Agreement to modify, upon such repurchase or substitution, the
related Loan Documents in a manner such that (a) the repurchased or substituted
Crossed Mortgage Loan and (b) any related Crossed Mortgage Loans that remain in
the Trust would no longer be cross-defaulted or cross-collateralized with one
another, provided that such modification would be permitted by the applicable
REMIC Provisions. To the extent that the Loan Documents are not allowed to be
modified as described in the preceding sentence and the related Mortgage Loan
Seller repurchases or substitutes for an affected Crossed Mortgage Loan in the
manner prescribed above while the Trustee continues to hold any related Crossed
Mortgage Loans, the related Mortgage Loan Seller and the Depositor (on behalf of
itself and the Trustee) have agreed in the Mortgage Loan Purchase Agreement to
forbear from enforcing any remedies against the other's Primary Collateral, but
each is permitted to exercise remedies against the Primary Collateral securing
its respective affected Crossed Mortgage Loans, including with respect to the
Trustee, the Primary Collateral securing the Mortgage Loans still held by the
Trustee, so long as such exercise does not impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the
Crossed Mortgage Loans held by such party. Additionally, in the situation
described in the immediately preceding sentence, to the extent any reserve is
designated for a particular Mortgaged Property securing a group of Crossed
Mortgage Loans, such reserve will be allocated to that Mortgaged Property and
reserves not designated for a particular Mortgaged Property but to the group of
Mortgaged Properties securing the group of Crossed Mortgage Loans, such reserve
will be allocated pro rata among such Mortgaged Properties.

            Any of the following Defects shall be conclusively presumed to
materially and adversely to affect the interests of Certificateholders in a
Mortgage Loan and be a Defect deemed to materially and adversely affect the
interest of the Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the Mortgage File of the original signed Mortgage Note, unless the
Mortgage File contains a signed lost note affidavit and indemnity that appears
to be regular on its face; (b) the absence from the Mortgage File of the
original signed Mortgage that appears to be regular on its face, unless there is
included in the Mortgage File a certified copy of the Mortgage as recorded or as
sent for recordation and a certificate stating that the original signed Mortgage
was sent for recordation or a copy of the Mortgage with the related recording
information; (c) the absence from the Mortgage File of the item called for by
paragraph (ix) of the definition of Mortgage File; (d) the absence from the
Mortgage File of any intervening assignments required to create a complete chain
of assignment to the Trustee on behalf of the Trust, unless there is included in
the Mortgage File a certified copy of the intervening assignment as recorded or
as sent for recordation and a certificate stating that the original intervening
assignments were sent for recordation; (e) the absence from the Mortgage File of
any required original letter of credit (provided that at any time when the
Servicer holds the original letter of credit and the Trustee holds a copy
thereof, such absence of the original letter of credit from the Mortgage File
will not be deemed a Material Document Defect); or (f) the absence from the
Mortgage File of any Ground Lease or a copy thereof.

            In addition, notwithstanding the foregoing, (a) if the Mortgage Loan
Seller has received written notice that a Mortgage Loan is a Specially Serviced
Mortgage Loan at or before the time that the Mortgage Loan Seller receives
written notice of or discovers the existence of a Material Document Defect with
respect to the related Mortgage File, the Mortgage Loan Seller shall not be
entitled to any extension of the Initial Resolution Period with respect to such
Mortgage Loan; (b) if the Mortgage Loan Seller receives written notice that a
Mortgage Loan is a Specially Serviced Mortgage Loan after the Mortgage Loan
Seller has received notice of or discovered the existence of a Material Document
Defect with respect to the related Mortgage File but prior to the expiration of
the applicable Initial Resolution Period, any extension of such Initial
Resolution Period shall end 90 days after the Mortgage Loan Seller has received
notice of such Mortgage Loan being a Specially Serviced Mortgage Loan; and (c)
prior to the third anniversary of the Closing Date (in the case of assignment
and other transfer documents) or the second anniversary (in the case of the
other Loan Documents) of the Closing Date, any Defect with respect to a Mortgage
File that arises solely as a result of the delays of a public recording or
filing office or offices in returning one or more Loan Documents submitted for
recording or filing shall not constitute a Material Document Defect unless the
related Mortgage Loan is a Specially Serviced Mortgage Loan and the Defect
would, in the absence of this clause (c), constitute a Material Document Defect;
provided, however, that in any event covered by this clause (c), the limitations
on the extension of the Initial Resolution Period set forth in clauses (a) and
(b) of this paragraph shall not be applicable with respect to a Specially
Serviced Mortgage Loan.

            Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed to materially and adversely affect the interest of
Certificateholders therein and the affected Mortgage Loan shall be repurchased
or substituted for by the applicable Mortgage Loan Seller within 90 days
following its receipt of notice. If the affected Mortgage Loan is to be
repurchased, the Trustee shall designate the Collection Account as the account
into which funds in the amount of the Purchase Price are to be deposited by wire
transfer.

            In connection with any repurchase of or substitution for a Mortgage
Loan contemplated by this Section 2.03, the Trustee, the Servicer and the
Special Servicer shall each tender to the applicable Mortgage Loan Seller upon
delivery to each of the Trustee, the Servicer and the Special Servicer of a
trust receipt executed by such Mortgage Loan Seller, all portions of the
Mortgage File and other documents pertaining to such Mortgage Loan possessed by
it, and each document that constitutes a part of the Mortgage File that was
endorsed or assigned to the Trustee, shall be endorsed or assigned, as the case
may be, to the Mortgage Loan Seller in the same manner as provided in Section 7
of the related Mortgage Loan Purchase Agreement. The Trustee shall notify the
related B Loan Holder of any repurchase regarding an A Loan.

            Section 7 of the Mortgage Loan Purchase Agreements provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Breach. Section 7 of the Mortgage Loan
Purchase Agreements provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect.

            If the applicable Mortgage Loan Seller defaults on its obligations
to repurchase any Mortgage Loan as contemplated by Section 2.03(b), the Trustee
shall promptly notify the Certificateholders, the Rating Agencies, the Servicer
and the Special Servicer of such default. The Trustee shall enforce the
obligations of such Mortgage Loan Seller under Section 7 of the related Mortgage
Loan Purchase Agreement. Such enforcement, including, without limitation, the
legal prosecution of claims, shall be carried out in such form, to such extent
and at such time as if it were, in its individual capacity, the owner of the
affected Mortgage Loan(s). The Trustee, the Servicer and the Special Servicer,
as applicable, shall be reimbursed for the reasonable costs of such enforcement:
first, from a specific recovery of costs, expenses or attorneys' fees against
the defaulting Mortgage Loan Seller; second, pursuant to Section 3.05(a)(viii)
out of the related Purchase Price, to the extent that such expenses are a
specific component thereof; and third, if at the conclusion of such enforcement
action it is determined that the amounts described in clauses first and second
are insufficient, then pursuant to Section 3.05(a)(ix) out of general
collections on the Mortgage Loans on deposit in the Collection Account.

            If the applicable Mortgage Loan Seller incurs any expense in
connection with the curing of a Breach which also constitutes a default under
the related Mortgage Loan, such Mortgage Loan Seller shall have a right, and
shall be subrogated to the rights of the Trustee, as successor to the mortgagee,
to recover the amount of such expenses from the related Borrower; provided,
however, that such Mortgage Loan Seller's rights pursuant to this paragraph
shall be junior, subject and subordinate to the rights of the Trust Fund, the
Servicer or the Special Servicer to recover amounts owed by the related Borrower
under the terms of such Mortgage Loan, including, without limitation, the rights
to recover unreimbursed Advances, accrued and unpaid interest on Advances at the
Reimbursement Rate and unpaid or unreimbursed expenses of the Trust Fund, the
Servicer or the Special Servicer allocable to such Mortgage Loan; provided,
further, that in the event and to the extent that such expenses of such Mortgage
Loan Seller in connection with any Mortgage Loan exceed five percent of the then
outstanding principal balance of such Mortgage Loan, then such Mortgage Loan
Seller's rights to reimbursement pursuant to this paragraph with respect to such
Mortgage Loan and such excess expenses shall not be exercised until the payment
in full of such Mortgage Loan (as such Mortgage Loan may be amended or modified
pursuant to the terms of this Agreement). Notwithstanding any other provision of
this Agreement to the contrary, the Servicer shall not have any obligation
pursuant to this Agreement to collect such reimbursable amounts on behalf of
such Mortgage Loan Seller; provided, however, that the preceding clause shall
not operate to prevent the Servicer from using reasonable efforts, exercised in
the Servicer's sole discretion, to collect such amounts to the extent consistent
with the Servicing Standard. The Mortgage Loan Seller may pursue its rights to
reimbursement of such expenses directly against the Borrower, by suit or
otherwise, provided that (a) the Servicer or, with respect to a Specially
Serviced Mortgage Loan, the Special Servicer determines in the exercise of its
sole discretion consistent with the Servicing Standard that such actions by the
Mortgage Loan Seller will not impair the Servicer's and/or the Special
Servicer's collection or recovery of principal, interest and other sums due with
respect to the related Mortgage Loan and, if applicable, B Loan which would
otherwise be payable to the Servicer, the Special Servicer, the Trustee and the
Certificateholders and, if applicable, the B Loan Holder pursuant to the terms
of this Agreement, (b) such actions will not include an involuntary bankruptcy,
receivership or insolvency proceeding against the Borrower, (c) such actions
will not include the foreclosure or enforcement of any lien or security interest
under the related Mortgage or other Loan Documents and (d) such actions will not
result in the imposition of an additional lien against the Mortgaged Property.

            Section 2.04  Issuance of Uncertificated Lower-Tier Interests;
Execution of Certificates.

            Subject to Sections 2.01 and 2.02, the Trustee hereby acknowledges
the assignment to it of the Mortgage Loans and the delivery of the Mortgage
Files and fully executed original counterparts of the Mortgage Loan Purchase
Agreements, together with the assignment to it of all other assets included in
the Trust Fund. Concurrently with such assignment and delivery and in exchange
therefor, the Trustee acknowledges the issuance of the Uncertificated Lower-Tier
Interests to the Depositor and the Class LR and Class V Certificates to or upon
the order of the Depositor, in exchange for the Mortgage Loans, receipt of which
is hereby acknowledged, and immediately thereafter, the Trustee acknowledges
that, pursuant to the written request of the Depositor executed by an officer of
the Depositor, it has executed and caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor, (i) the
Regular Certificates and the Class R Certificates in exchange for the
Uncertificated Lower-Tier Interests and (ii) the Class V Certificates in
exchange for the right to receive Excess Interest, and the Depositor hereby
acknowledges the receipt by it or its designees, of all such Certificates.


                                   ARTICLE III

                               ADMINISTRATION AND
                           SERVICING OF THE TRUST FUND

            Section 3.01  Servicer to Act as Servicer; Special Servicer to Act
as Special Servicer; Administration of the Loans.

            (a) Each of the Servicer and the Special Servicer shall service and
administer the Loans that it is obligated to service and administer pursuant to
this Agreement on behalf of the Trustee and in the best interests of and for the
benefit of the Certificateholders (as determined by the Servicer or the Special
Servicer, as the case may be, in its good faith and reasonable judgment), in
accordance with applicable law, the terms of this Agreement and the terms of the
respective Loans (and, in the case of each A/B Loan Pair, the related A/B
Intercreditor Agreement) and, to the extent consistent with the foregoing,
further as follows: (i) with the same care, skill and diligence as is normal and
usual in its general mortgage servicing and REO property management activities
on behalf of third parties or on behalf of itself, whichever is higher, with
respect to mortgage loans and REO properties that are comparable to those for
which it is responsible hereunder; (ii) with a view to the timely collection of
all scheduled payments of principal and interest under the Loans and any B Loan
or, if a Loan or any B Loan comes into and continues in default and if, in the
good faith and reasonable judgment of the Special Servicer, no satisfactory
arrangements can be made for the collection of the delinquent payments, the
maximization of the recovery on such Loan to the Certificateholders (as a
collective whole) (or in the case of any A/B Loan Pair and its related B Loan,
if any, the maximization of recovery on the A/B Loan Pair to the
Certificateholders and the B Loan Holder, as applicable, all taken as a
collective whole) on a present value basis (the relevant discounting of
anticipated collections that will be distributable to Certificateholders to be
performed at the related Net Mortgage Rate); and (iii) without regard to (A) any
relationship that the Servicer or the Special Servicer, as the case may be, or
any Affiliate thereof may have with the related Borrower, (B) the ownership of
any Certificate by the Servicer or the Special Servicer, as the case may be, or
by any Affiliate thereof, (C) the Servicer's obligation to make Advances, (D)
the Special Servicer's obligation to request the Servicer to make Servicing
Advances or (E) the right of the Servicer (or any Affiliate thereof) or the
Special Servicer (or any Affiliate thereof), as the case may be, to receive
reimbursement of costs, or the sufficiency of any compensation payable to it,
hereunder or with respect to any particular transaction (the conditions set
forth in the immediately foregoing clauses (i), (ii) and (iii), the "Servicing
Standard"). Nothing herein contained shall be construed as an express or implied
guarantee by any Servicer or Special Servicer of the collectability of payments
on the Loans or shall be construed as impairing or adversely affecting any
rights or benefits specifically provided by this Agreement to the Servicer and
Special Servicer, including with respect to Servicing Fees or Special Servicing
Fees or, with respect to the Servicer, the right to be reimbursed for Advances.

            Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Mortgage Loans as
to which a Servicing Transfer Event has occurred and is continuing (the
"Specially Serviced Mortgage Loans"), together with any related B Loans that are
being serviced hereunder (collectively with the Specially Serviced Mortgage
Loans, the "Specially Serviced Loans") and (ii) any REO Properties.
Notwithstanding the foregoing, the Servicer shall continue to make all
calculations, and prepare, and deliver to the Trustee, all reports required to
be prepared by the Servicer hereunder with respect to the Specially Serviced
Mortgage Loans as if no Servicing Transfer Event had occurred and with respect
to the REO Properties (and the related REO Loans) as if no REO Acquisition had
occurred, and to render such incidental services with respect to such Specially
Serviced Loan and REO Properties as are specifically provided for herein;
provided, however, that the Servicer shall not be liable for failure to comply
with such duties insofar as such failure results from a failure of the Special
Servicer to provide sufficient information to the Servicer to comply with such
duties or a failure of the Special Servicer to prepare and deliver to the
Servicer reports required hereunder to be delivered by the Special Servicer to
the Servicer; and provided further that the Special Servicer shall not be liable
for failure to comply with its duties hereunder insofar as such failure results
from a failure of the Servicer to provide sufficient information to the Special
Servicer to comply with such duties or a failure of the Servicer to prepare and
deliver to the Special Servicer reports required hereunder to be delivered by
the Servicer to the Special Servicer. Each Mortgage Loan that becomes a
Specially Serviced Mortgage Loan shall continue as such until satisfaction of
the conditions specified in Section 3.21(a). A B Loan shall cease to be a
Specially Serviced Loan at such time as the related A Loan ceases to be a
Specially Serviced Mortgage Loan. Without limiting the foregoing, subject to
Section 3.21, the Servicer shall be obligated to service and administer all
Loans which are not Specially Serviced Loans; provided, however, that the
Special Servicer shall make the inspections, use its reasonable efforts to
collect the statements and shall prepare the reports in respect of the related
Mortgaged Properties with respect to Specially Serviced Loans in accordance with
Section 3.12; and provided, further, however, that the Servicer shall provide
the Special Servicer with notice of any communication by the Borrower with
respect to a reduction of, non-renewal of or a draw against the letter of credit
provided by the related Borrower under the Mortgage Loans identified as Village
at Rochester Hills, Plaza Escuela, The River at Rancho Mirage, Walnut Ridge
Apartment Homes, 1322 Space Park Drive and Whitesburg Plaza on the Mortgage Loan
Schedule, and the Special Servicer shall have the exclusive right with respect
to any Specially Serviced Mortgage Loan to approve any draw down of funds under
such letter of credit, and to approve any modification, amendment, alteration or
renewal of such letter of credit.

            (b) Subject only to the Servicing Standard and the terms of this
Agreement and of the respective Loans, the Servicer and, with respect to the
Specially Serviced Loans, the Special Servicer each shall have full power and
authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, the Servicer and
Special Servicer, in its own name, is hereby authorized and empowered by the
Trustee and obligated to execute and deliver, on behalf of the
Certificateholders, an affected B Loan Holder and the Trustee or any of them,
with respect to each Loan it is obligated to service under this Agreement, any
and all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien created by the related Mortgage or
other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; subject to Section 3.20, any and all
modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments. Subject to Section 3.10, the Trustee shall
furnish, or cause to be furnished, to the Servicer and Special Servicer any
limited powers of attorney and other documents necessary or appropriate to
enable the Servicer or the Special Servicer, as the case may be, to carry out
its servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any negligence with respect to, or willful
misuse of, any such power of attorney by the Servicer or Special Servicer.

            (c) The relationship of the Servicer and Special Servicer to the
Trustee and each other under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.

            (d) Pursuant to the A/B Intercreditor Agreement for the 1633
Broadway Loan, the owner of the 1633 Broadway B Note will agree that the
Servicer and the related Special Servicer are authorized and obligated to
service and administer the 1633 Broadway B Note pursuant to this Agreement. The
Servicer shall be entitled, during any period when the 1633 Broadway A Note and
1633 Broadway B Note under the 1633 Broadway Loan do not constitute Specially
Serviced Loans, to exercise the rights and powers granted under the related A/B
Intercreditor Agreement to the "Lead Lender" and/or the "Servicer" referred to
therein subject to the limitations of such A/B Intercreditor Agreement and to
the rights and powers of the holder of 1633 Broadway B Note under such A/B
Intercreditor Agreement. For the avoidance of doubt, the parties acknowledge
that neither the Servicer nor the related Special Servicer shall be entitled or
required to exercise the rights and powers granted to the "Co-Lender" as defined
under the A/B Intercreditor Agreement.

            (e) In the event that there shall occur an A/B Material Default with
respect to any CBA A/B Loan Pair, and for so long as such A/B Material Default
shall be continuing, the Servicer and/or the Special Servicer, as applicable,
shall be obligated to service, subject to the terms and conditions of the
related A/B Intercreditor Agreement, the related CBA B Loan, on behalf of the
related B Loan Holder, and all references herein to "Loan" (and, if the related
CBA A Loan is a Specially Serviced Loan, all references herein to "Specially
Serviced Loan"), other than provisions pertaining to the making of Advances,
shall include a CBA B Loan that is being serviced under this Agreement.

            Section 3.02  Collection of Loan Payments.

            (a) The Servicer (or the Special Servicer with respect to Specially
Serviced Loans) shall make reasonable efforts to collect all payments called for
under the terms and provisions of the Loans, and shall follow such collection
procedures as are consistent with this Agreement (including, without limitation,
the Servicing Standard) and the terms and conditions of the Loans. Consistent
with the foregoing, the Servicer or Special Servicer (with respect to Specially
Serviced Loans) may in its discretion waive any Penalty Charge in connection
with any delinquent payment on a Loan it is obligated to service hereunder.

            (b) All amounts collected on any Loan in the form of payments from
Borrowers, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be
applied to amounts due and owing under the related Note and Mortgage (including
any modifications to either of them) in accordance with the express provisions
of such Note and Mortgage (unless a payment default exists under such Loan and
the related Note and Mortgage permit application in the order and priority
determined by the lender) and, in the absence of such express provisions (and,
in the case of any B Loan, subject to the terms of the A/B Intercreditor
Agreement), shall be applied (after payment to the Servicer, the holder of the
Excess Servicing Strip, any Primary Servicer, the Special Servicer, and/or the
Trustee for any related Servicing Fees (net of the Excess Servicing Strip), the
Excess Servicing Strip, Primary Servicing Fees, Special Servicing Fees and
Trustee Fees and the application to any P&I Advances, Servicing Advances and
interest on Advances from such Loan) and, if applicable, any unpaid Liquidation
Expenses: first, as a recovery of accrued and unpaid interest on such Loan at
the related Mortgage Rate (less portions thereof payable to the Servicer,
Special Servicer, Trustee or, if applicable, the related Primary Servicer) in
effect from time to time to but not including the Due Date in the Due Period of
receipt; second, as a recovery of principal of such Loan; and third, to the
payment of Prepayment Premiums and Yield Maintenance Charges. Notwithstanding
the terms of any Loan, the Servicer shall not be entitled to the payment of any
Penalty Charge in excess of outstanding interest on Advances made with respect
to such Loan, except to the extent that (i) all reserves required to be
established with the Servicer and then required to be funded pursuant to the
terms of such Loan have been so funded, (ii) all payments of principal and
interest then due on such Loan have been paid and (iii) all related operating
expenses, if applicable, have been paid to the related Lock-Box or reserved for
pursuant to the related Lock-Box Agreement. In no event shall any collections on
any ARD Loan be allocated to the payment of Excess Interest until all principal
and interest (other than Excess Interest) due, or to become due, under such ARD
Loan have been paid in full and any Advances related to such ARD Loan (together
with interest thereon) are reimbursed. Amounts collected on any REO Loan shall
be deemed to be applied in accordance with the definition thereof.

            (c) If the Servicer or Special Servicer receives, or receives notice
from the related Borrower that it will be receiving Excess Interest in any Due
Period, the Servicer or Special Servicer, as applicable, shall promptly notify
the Trustee in writing.

            Section 3.03  Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.

            (a) The Servicer shall establish and maintain one or more accounts
(the "Servicing Accounts"), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with
the related Loan Documents and the terms of the related A/B Intercreditor
Agreement. Each Servicing Account shall be maintained in accordance with the
requirements of the related Loan and in accordance with the Servicing Standard
and to the extent not inconsistent with the terms of the Loans, in an Eligible
Account. Funds on deposit in the Servicing Accounts may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. Withdrawals of
amounts so deposited from a Servicing Account may be made only to: (i) effect
payment of real estate taxes, assessments, Insurance Policy premiums, ground
rents (if applicable) and other items for which funds have been escrowed in the
Servicing Accounts; (ii) reimburse the Servicer or the Trustee for any Servicing
Advances and interest thereon; (iii) refund to Borrowers any sums as may be
determined to be overages; (iv) pay interest to Borrowers on balances in the
Servicing Account, if required by applicable law or the terms of the related
Loan and as described below or, if not so required, to the Servicer; (v)
withdraw amounts deposited in error; (vi) clear and terminate the Servicing
Accounts at the termination of this Agreement in accordance with Section 9.01;
and (vii) pay the Servicer, as additional servicing compensation in accordance
with Section 3.11(a), interest and investment income earned in respect of
amounts relating to the Trust Fund held in the Servicing Accounts as provided in
Section 3.06(b) (but only to the extent of the Net Investment Earnings with
respect to the Servicing Accounts maintained by the Servicer for any period from
any Distribution Date to the immediately succeeding P&I Advance Date) to the
extent not required by law or the terms of the related Loan to be paid to the
Borrowers.

            (b) The Special Servicer, in the case of REO Loans and Specially
Serviced Loans, and the Servicer, in the case of all other Loans that it is
required to service, shall maintain accurate records with respect to each
related REO Property or Mortgaged Property, as applicable, reflecting the status
of real estate taxes, assessments and other similar items that are or may become
a lien thereon (including related penalty or interest charges), the status of
Insurance Policy premiums and any ground rents payable in respect thereof and
the status of any letters of credit. The Special Servicer, in the case of REO
Loans and Specially Serviced Loans, and Servicer, in the case of all other Loans
that it is required to service, shall obtain all bills for the payment of such
items (including renewal premiums) and shall effect payment thereof from the REO
Account or the Servicing Accounts, and, if such amounts are insufficient to pay
such items in full, the Servicer shall make a Servicing Advance prior to the
applicable penalty or termination date, as allowed under the terms of the
related Loan and, in any event, consistent with the Servicing Standard.
Notwithstanding anything to the contrary in the preceding sentence, with respect
to Loans that do not provide for escrows for the payment of taxes and
assessments, the Servicer shall make a Servicing Advance for the payment of such
items in accordance with the Servicing Standard (which Servicing Advance shall
in each case be so applied by the Servicer at the written direction of the
Special Servicer in the case of Specially Serviced Loans and REO Loans);
provided that such Servicing Advance shall only be made upon the earlier of (i)
five Business Days after the Servicer has received confirmation that such item
has not been paid and (ii) the earlier of (A) 30 days after the date such
payments first become due and (B) five Business Days before the scheduled date
of imposition of penalties on such property or foreclosure of any lien arising
from nonpayment of such items. In no event shall the Servicer be required to
make any such Servicing Advance that would, if made, be a Nonrecoverable
Servicing Advance. To the extent that a Loan does not require a Borrower to
escrow for the payment of real estate taxes, assessments, Insurance Policy
premiums, ground rents (if applicable) and similar items, the Special Servicer,
in the case of Specially Serviced Loans and REO Loans, and the Servicer, in the
case of all other Loans, shall use reasonable efforts consistent with the
Servicing Standard to require that payments in respect of such items be made by
the Borrower at the time they first become due.

            (c) In accordance with the Servicing Standard and for all Loans, the
Servicer shall make a Servicing Advance with respect to each related Mortgaged
Property (including any REO Property) of all such funds as are necessary for the
purpose of effecting the payment of (i) ground rents (if applicable), (ii)
premiums on Insurance Policies, (iii) premiums on any letters of credit (if not
paid by the related Borrower), (iv) operating, leasing, managing and liquidation
expenses for REO Properties, (v) environmental inspections, (vi) real estate
taxes, assessments and other similar items that are or may become a lien thereon
and (vii) any other amount specifically required to be paid as a Servicing
Advance hereunder, if and to the extent monies in the Servicing Accounts are
insufficient to pay such item when due and the related Borrower has failed to
pay such item on a timely basis (and upon Servicer obtaining knowledge of such
non-payment), provided that the Servicer shall not be required to make any such
Servicing Advance that would, if made, constitute a Nonrecoverable Servicing
Advance.

            The Special Servicer shall give the Servicer and the Trustee not
less than five Business Days' notice before the date on which the Servicer is
required to make any Servicing Advance with respect to a given Loan that it is
required to service or related REO Property; provided, however, that only two
Business Days' notice shall be required in respect of Servicing Advances
required to be made on an urgent or emergency basis (which may include, without
limitation, Servicing Advances required to make tax or insurance payments);
provided, further, that the Special Servicer shall not be entitled to make such
a request (other than for Servicing Advances required to be made on an urgent or
emergency basis) more frequently than once per calendar month (although such
request may relate to more than one Servicing Advance). The Servicer may pay the
aggregate amount of such Servicing Advance listed on a monthly request to the
Special Servicer, in which case the Special Servicer shall remit such Servicing
Advances to the ultimate payees. In addition, the Special Servicer shall provide
the Servicer and the Trustee with such information in its possession as the
Servicer or the Trustee, as applicable, may reasonably request to enable the
Servicer or the Trustee, as applicable, to determine whether a requested
Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any
request by the Special Servicer that the Servicer make a Servicing Advance shall
be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Servicer
shall be entitled to conclusively rely on such determination, provided that such
determination shall not be binding upon the Servicer. On the fourth Business Day
before each Distribution Date, the Special Servicer shall report to the Servicer
the Special Servicer's determination as to whether any Servicing Advance
previously made with respect to a Specially Serviced Loan or REO Loan is a
Nonrecoverable Servicing Advance. The Servicer shall be entitled to conclusively
rely on such a determination, provided that such determination shall not be
binding upon the Servicer.

            Notwithstanding anything to the contrary set forth herein, the
Servicer shall (at the direction of the Special Servicer if a Specially Serviced
Loan is involved) pay directly out of the Collection Account any servicing
expense that, if paid by the Servicer or the Special Servicer, would constitute
a Nonrecoverable Servicing Advance; provided that such payment shall be made
only if the Servicer (or the Special Servicer, if a Specially Serviced Loan is
involved) has determined in accordance with the Servicing Standard that making
such payment is in the best interests of the Certificateholders (as a collective
whole), as evidenced by an Officer's Certificate delivered promptly to the
Trustee, the Depositor, each Rating Agency and the Directing Certificateholder,
setting forth the basis for such determination and accompanied by any
information that the Servicer or the Special Servicer may have obtained that
supports such determination.

            All such Servicing Advances and interest thereon shall be
reimbursable in the first instance from related collections from the Borrowers
and further as provided in Section 3.05. No costs incurred by the Servicer or
Special Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balances
of the related Mortgage Loans, notwithstanding that the terms of such Mortgage
Loans so permit. If the Servicer fails to make any required Servicing Advance as
and when due to the extent a Responsible Officer of the Trustee has been
notified of such failure in writing by the Servicer, the Special Servicer or
Depositor, the Trustee shall make such Servicing Advance pursuant to Section
7.05.

            (d) In connection with its recovery of any Servicing Advance out of
a Collection Account pursuant to clauses (iv) or (v) of Section 3.05(a) or from
a Servicing Account pursuant to Section 3.03(a)(ii), the Servicer and the
Trustee, as the case may be, shall be entitled to receive, out of any amounts
then on deposit in such Collection Account, interest at the Reimbursement Rate
in effect from time to time, accrued on the amount of such Servicing Advance
from and including the date made to, but not including, the date of
reimbursement. The Servicer shall reimburse itself or the Trustee, as the case
may be, for any outstanding Servicing Advance made by the Servicer or the
Trustee as soon as practically possible after funds available for such purpose
are deposited in the related Collection Account.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan, the
Servicer or, with respect to Specially Serviced Mortgage Loans, the Special
Servicer shall request from the Borrower written confirmation thereof within a
reasonable time after the later of the Closing Date and the date as of which
such plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Servicer or, with
respect to Specially Serviced Mortgage Loans, the Special Servicer shall request
from the Borrower written confirmation of such actions and remediations within a
reasonable time after the later of the Closing Date and the date as of which
such action or remediations are required to be or to have been taken or
completed. To the extent a Borrower fails to promptly respond to any inquiry
described in this Section 3.03(e), the Servicer (with respect to Loans that are
not Specially Serviced Loans) shall determine whether the related Borrower has
failed to perform its obligations under the Loan and report any such failure to
the related Special Servicer (who shall have no duty or obligation to act upon
such information) and the Directing Certificateholder within a reasonable time
after the date as of which such operations and maintenance plan is required to
be established or executed or the date as of which such actions or remediations
are required to be or to have been taken or completed.

            Section 3.04 The Collection Account, Distribution Accounts, Excess
Interest Distribution Account, Excess Liquidation Proceeds Reserve Account and
A/B Loan Pair Custodial Accounts.

            (a) The Servicer shall establish and maintain, or cause to be
established and maintained a Collection Account, into which the Servicer shall
deposit or cause to be deposited on a daily basis (and in no event later than
the Business Day following receipt of available funds), except as otherwise
specifically provided herein, the following payments and collections (without
duplication) received after the Cut-off Date (other than payments of principal
and interest on the Mortgage Loans due and payable on or before the Cut-off
Date) and payments (other than Principal Prepayments) received by it on or prior
to the Cut-off Date but allocable to a period subsequent thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on such Mortgage Loans; and

            (ii) all payments on account of interest on such Mortgage Loans, net
      of (A) the Servicing Fees and Primary Servicing Fees (in each case net of
      any amount utilized to offset Prepayment Interest Shortfalls), and on any
      B Loan and (B) Penalty Charges (net of any amount thereof utilized to
      offset interest on Advances), (C) Prepayment Premiums, (D) Excess Interest
      and (E) Yield Maintenance Charges; and

            (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any such Mortgage Loan or related REO
      Property (other than Liquidation Proceeds that are to be deposited in the
      Lower-Tier Distribution Account pursuant to Section 9.01); and

            (iv) any amounts required to be transferred from the REO Account
      pursuant to Section 3.16(c) or from an A/B Loan Pair Custodial Account
      pursuant to Section 3.04(e); and

            (v)any amounts required to be deposited by the Servicer pursuant to
      Section 3.06 in connection with losses incurred with respect to Permitted
      Investments of funds held in the Collection Account; and

            (vi) any amounts required to be deposited by the Servicer or the
      Special Servicer pursuant to Section 3.07(b) in connection with losses
      resulting from a deductible clause in a blanket hazard policy; and

            (vii) any amounts required to be deposited by the Servicer pursuant
      to the last paragraph of Section 3.11(a) as a reduction in the
      compensation to the Servicer to cover Prepayment Interest Shortfalls;

            (viii) any Prepayment Interest Excess to which the Servicer is not
      entitled as provided in Section 3.11(a); and

            (ix) any amounts required to be deposited by the Servicer pursuant
      to the penultimate paragraph in Section 3.11(a).

            The foregoing requirements for deposit by the Servicer in the
Collection Account shall be exclusive, it being understood and agreed that
actual payments from Borrowers in the nature of Escrow Payments, charges for
beneficiary statements or demands, assumption fees, modification fees, extension
fees, amounts collected for Borrower checks returned for insufficient funds or
other amounts that the Servicer or the Special Servicer is entitled to
additional servicing compensation pursuant to Section 3.11 need not be deposited
by the Servicer in the Collection Account. If the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account.

            Within one Business Day of receipt of any of the foregoing amounts
with respect to any Specially Serviced Loan which is not an REO Loan, the
Special Servicer shall remit such amounts to the Servicer for deposit into the
Collection Account in accordance with the third preceding paragraph, unless the
Special Servicer determines, consistent with the Servicing Standard, that a
particular item should not be deposited because of a restrictive endorsement or
other appropriate reason. Any amounts received by the Special Servicer with
respect to an REO Property shall be deposited into the REO Account and remitted
to the Servicer for deposit into the Collection Account (or, if such REO
Property relates to an A/B Loan Pair, into the related A/B Loan Pair Custodial
Account) pursuant to Section 3.16(c). With respect to any such amounts paid by
check to the order of the Special Servicer, the Special Servicer shall endorse
such check to the order of the Servicer and shall deliver promptly any such
check to the Servicer, unless the Special Servicer determines, consistent with
the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason.

            (b) The Trustee shall establish and maintain the Distribution
Account in trust for the benefit of the Certificateholders. The Trustee shall
make or be deemed to have made deposits in and withdrawals from the Distribution
Account in accordance with the terms of this Agreement. The Servicer shall
deliver to the Trustee each month on or before 1:00 p.m. New York City time on
the Servicer Remittance Date, for deposit in the Lower-Tier Distribution
Account, that portion of the Available Funds (calculated without regard to
clauses (a)(v), (a)(viii), (c), (d) and (e) of the definition thereof) for the
related Distribution Date then on deposit in the Collection Account maintained
by the Servicer.

            Subject to Section 3.05, the Servicer shall, as and when required
hereunder, deliver to the Trustee for deposit in the Lower-Tier Distribution
Account:

            (i) any P&I Advances required to be made by the Servicer in
      accordance with Section 4.03 (or, if the Trustee succeeds to the
      Servicer's obligations hereunder, Section 7.05);

            (ii) any Liquidation Proceeds paid by the Servicer in connection
      with the purchase of all of the Mortgage Loans and any REO Properties in
      the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof
      required to be deposited in the Collection Account or the Excess Interest
      Distribution Account pursuant to Section 9.01);

            (iii) any Yield Maintenance Charges or Prepayment Premiums (except
      to the extent that such Yield Maintenance Charges or Prepayment Premiums
      have been delivered to the Trustee pursuant to the final sentence of the
      first paragraph of this Section 3.04(b) by virtue of the operation of the
      parenthetical contained therein); and

            (iv) any other amounts required to be so delivered for deposit in
      the Lower-Tier Distribution Account pursuant to any provision of this
      Agreement.

            The Trustee shall, upon receipt, deposit in the Lower-Tier
Distribution Account any and all amounts received by the Trustee that are
required by the terms of this Agreement to be deposited therein. If, as of 5:00
p.m., New York City time, on any Servicer Remittance Date or on such other date
as any amount referred to in the foregoing clauses (i) through (iv) is required
to be delivered hereunder, the Servicer shall not have delivered to the Trustee
for deposit in the Distribution Account the relevant portion of the Available
Funds or any of the amounts referred to in the foregoing clauses (i) through
(iv), then the Trustee shall provide notice of such failure to a Servicing
Officer of the Servicer by facsimile transmission sent to telecopy no.
913-253-9709 (or such alternative number provided by the Servicer to the Trustee
in writing) and by telephone at telephone no. 913-253-9000 (or such alternative
number provided by the Servicer to the Trustee in writing) as soon as possible,
but in any event before 7:00 p.m., New York City time, on such day. To the
extent the Servicer has not delivered to the Trustee for deposit in the
Distribution Account such amounts as are required to be delivered on the
Servicer Remittance Date, the Servicer shall pay interest thereon to the Trustee
at an interest rate equal to the Reimbursement Rate then in effect for the
period from and including the Servicer Remittance Date to and excluding the date
such amounts are received for deposit by the Trustee.

            On each Distribution Date, the Trustee shall deposit or be deemed to
have deposited in the Upper-Tier Distribution Account an aggregate amount of
immediately available funds equal to the Lower-Tier Distribution Amount and the
amount of any Prepayment Premiums and Yield Maintenance Charges for such
Distribution Date allocated in payment of the Uncertificated Lower-Tier
Interests as specified in Sections 4.01(b) and 4.01(e), respectively.

            (c) Prior to the Servicer Remittance Date relating to any Due Period
in which Excess Interest is received, the Trustee shall establish and maintain
the Excess Interest Distribution Account in the name of the Trustee for the
benefit of the Holders of the Class V Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account.
On or before each Servicer Remittance Date, the Servicer shall remit to the
Trustee for deposit in the Excess Interest Distribution Account an amount equal
to the Excess Interest received during the related Due Period. On each
Distribution Date, the Trustee shall withdraw the Excess Interest from the
Excess Interest Distribution Account for distribution pursuant to Section
4.01(f). Following the distribution of Excess Interest to Holders of the Class V
Certificates on the first Distribution Date after which no Mortgage Loans remain
outstanding that pursuant to their terms could pay Excess Interest, the Trustee
shall terminate the Excess Interest Distribution Account.

            (d) If any Excess Liquidation Proceeds exist, the Trustee shall
establish and maintain the Excess Liquidation Proceeds Reserve Account in the
name of the Trustee, in trust for the benefit of the Certificateholders. On or
before the Servicer Remittance Date related to the applicable Distribution Date,
the Servicer or Special Servicer, as applicable, shall remit to the Trustee and
for deposit into the Excess Liquidation Proceeds Reserve Account, an amount
equal to the Excess Liquidation Proceeds received by it during the related
Collection Period. The Excess Liquidation Proceeds Reserve Account shall be
established and maintained as an Eligible Account. The Trustee shall maintain
separate accounting for Excess Liquidation Proceeds, if any, with respect to the
Loans. Upon complete redemption of all certificates and payments to
Certificateholders of all amounts due hereunder, any funds remaining in the
Excess Liquidation Proceeds Reserve Account will be paid to the Special Servicer
as additional servicing compensation.

            (e) If (i) any A/B Material Default occurs and is continuing (and,
as a result, the related B Loan is being serviced hereunder), (ii) the Mortgaged
Property securing any CBA A/B Loan Pair has become REO Property or (iii) the
1633 Broadway B Note is funded, the Servicer shall establish and maintain, or
cause to be established and maintained, an A/B Loan Pair Custodial Account, into
which the Servicer shall deposit or cause to be deposited on a daily basis (and
in no event later than the Business Day following the receipt of available
funds), except as otherwise specifically provided herein, the following payments
and collections received after the Cut-off Date (other than payments of
principal and interest on the applicable A/B Loan Pair due and payable on or
before the Cut-off Date) and payments (other than Principal Prepayments)
received by it on or prior to the Cut-off Date but allocable to a period
subsequent thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on such A/B Loan Pair; and

            (ii) all payments on account of interest, including Excess Interest,
      on such A/B Loan Pair, and Penalty Charges; and

            (iii) all Insurance and Condemnation Proceeds received in respect of
      such A/B Loan Pair; and

            (iv) all Liquidation Proceeds of the type described in clauses (i)
      and (ii) of the definition of Liquidation Proceeds; and

            (v) any amounts required to be transferred from the REO Account
      pursuant to Section 3.16(c); and

            (vi) any amounts required to be deposited by the Servicer pursuant
      to Section 3.06 in connection with losses incurred with respect to
      Permitted Investments of funds held in such A/B Loan Pair Custodial
      Account.

            The foregoing requirements for deposit by the Servicer in an A/B
Loan Pair Custodial Account shall be exclusive, it being understood and agreed
that actual payments from a Borrower in the nature of Escrow Payments, charges
for beneficiary statements or demands, assumption fees, modification fees,
extension fees, amounts collected for Borrower checks returned for insufficient
funds or other amounts that the Servicer or the Special Servicer is entitled to
retain as additional servicing compensation pursuant to Section 3.11 need not be
deposited by the Servicer in such A/B Loan Pair Custodial Account. If the
Servicer shall deposit in any A/B Loan Pair Custodial Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
such A/B Loan Pair Custodial Account.

            Within one Business Day of receipt of any of the amounts described
in the second preceding paragraph with respect to any Specially Serviced Loan
that is part of an A/B Loan Pair during the period that the related B Loan is
being serviced hereunder, the Special Servicer shall remit such amounts to the
Servicer for deposit in the related A/B Loan Pair Custodial Account pursuant to
the second preceding paragraph. Any amounts received by the Special Servicer
with respect to an REO Property that relates to an A/B Loan Pair shall be
deposited into the REO Account and remitted to the Servicer for deposit into the
related A/B Loan Pair Custodial Account pursuant to Section 3.16(c).

            If any CBA B Loan is being serviced hereunder, or if the Mortgaged
Property securing any CBA A/B Loan Pair has become REO Property or the 1633
Broadway B Note is funded, then as and when required pursuant to the related A/B
Intercreditor Agreement (and in any event on the Business Day following each
Determination Date), the Servicer shall withdraw from the related A/B Loan Pair
Custodial Account and pay to the applicable parties hereunder such amounts as is
permitted under the related A/B Intercreditor Agreement for purposes of the
reimbursement of Advances, the payment of interest on Advances, the payment of
Special Servicing Fees, Workout Fees and Liquidation Fees and the payment of any
other servicing expenses and fees relating to the subject A/B Loan Pair or any
related REO Property and, further, pay to the Trust, as "A Note Holder" under
the related A/B Intercreditor Agreement, and to the B Loan Holder all amounts to
which each of them is entitled in respect of the subject A Loan and B Loan,
respectively, in accordance with the related A/B Intercreditor Agreement. The
foregoing payments shall be made in accordance with the priorities set forth in
the related A/B Intercreditor Agreement. Payments to the Trust shall be made by
transfer of the applicable funds to the Collection Account, and payments to the
B Loan Holder shall be made in accordance with the related A/B Intercreditor
Agreement.

            The Servicer may pay itself monthly any Net Investment Earnings with
respect to an A/B Loan Pair Custodial Account.

            (f) Funds on deposit in a Collection Account and any A/B Loan Pair
Custodial Account may be invested only in Permitted Investments in accordance
with the provisions of Section 3.06. Funds on deposit in the Upper-Tier
Distribution Account, the Lower-Tier Distribution Account, the Excess Interest
Distribution Account and the Excess Liquidation Proceeds Reserve Account may be
invested by the Trustee in Permitted Investments for the Trustee's benefit. The
Servicer shall give notice to the Trustee, the Special Servicer, the Rating
Agencies and the Depositor of any new location of the Collection Account and any
A/B Loan Pair Custodial Account prior to any change thereof. As of the Closing
Date (or the date such account is established, if later), the Upper-Tier
Distribution Account, the Lower-Tier Distribution Account and the Excess
Interest Distribution Account shall be located at the offices of the Trustee.
The Trustee shall give notice to the Servicer and the Depositor of any new
location of the Upper-Tier Distribution Account, the Lower-Tier Distribution
Account, the Excess Liquidation Proceeds Reserve Account or the Excess Interest
Distribution Account, prior to any change thereof.

            Section 3.05   Permitted Withdrawals from the Collection Account and
the Distribution Accounts.

            (a) The Servicer may, from time to time, make withdrawals from the
Collection Account maintained by it for any of the following purposes:

            (i) to remit to the Trustee for deposit in the Lower-Tier
      Distribution Account the amount required to be remitted pursuant to the
      first and second paragraphs of Section 3.04(b) and the amount to be
      applied to make P&I Advances by the Servicer pursuant to Section 4.03(a);

            (ii) to remit Excess Interest to the Trustee for deposit in the
      Excess Interest Distribution Account pursuant to Section 3.04(c);

            (iii) to pay (x) to itself or the holder of the Excess Servicing
      Strip (subject to Section 3.11(a)), unpaid Servicing Fees (net of any such
      amounts required to offset Prepayment Interest Shortfalls pursuant to
      Section 3.11(a)) and any Primary Servicing Fees to which it or such holder
      is entitled pursuant to Section 3.11(a), (y) to any Primary Servicer
      entitled thereto, the related Primary Servicing Fee, and (z) to the
      Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and
      Workout Fees in respect of each related Loan and related REO Loan, as
      applicable, the Servicer's rights, any Primary Servicer's rights and the
      Special Servicer's rights to payment pursuant to this clause (iii) with
      respect to any Mortgage Loan or REO Loan, as applicable, being limited to
      amounts received on or in respect of such Mortgage Loan (whether in the
      form of payments, Liquidation Proceeds or Insurance and Condemnation
      Proceeds) or such REO Loan (whether in the form of REO Revenues,
      Liquidation Proceeds or Insurance and Condemnation Proceeds) that are
      allocable as a recovery of interest thereon;

            (iv) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances (to the extent not previously reimbursed in the
      form of a cure payment from the B Loan Holder), the Servicer's or the
      Trustee's right to receive payment pursuant to this clause (iv) being
      limited to amounts received (net of any related Workout Fees) which
      represent Late Collections of interest (net of the related Servicing Fees)
      on and principal of the particular Loans and REO Loans with respect to
      which such P&I Advances were made;

            (v) to reimburse itself or the Trustee, as applicable, for
      unreimbursed Servicing Advances (to the extent not previously reimbursed
      in the form of a cure payment), the Servicer's or the Trustee's respective
      rights to receive payment pursuant to this clause (v) with respect to any
      Loan or REO Property being limited to, as applicable, related payments,
      Liquidation Proceeds, Insurance and Condemnation Proceeds and REO
      Revenues;

            (vi) to reimburse itself or the Trustee, as applicable, for
      Nonrecoverable Advances out of general collections on the Mortgage Loans
      and REO Properties;

            (vii) at such time as it reimburses itself or the Trustee, as
      applicable, for (a) any unreimbursed P&I Advance pursuant to clause (iv)
      above, to pay itself or the Trustee, as applicable, any interest accrued
      and payable thereon in accordance with Section 4.03(d), (b) any
      unreimbursed Servicing Advances pursuant to clause (v) above or pursuant
      to Section 3.03(a)(ii), to pay itself or the Trustee, as the case may be,
      any interest accrued and payable thereon in accordance with Section
      3.03(d) or (c) any Nonrecoverable Advances pursuant to clause (vi) above,
      to pay itself or the Trustee, as the case may be, any interest accrued and
      payable thereon, provided that the Servicer may reimburse itself in
      installments as it may choose in its sole discretion. If the Servicer
      elects to reimburse itself in installments instead of a lump sum, it will
      not be entitled to interest out of the Trust Fund beyond the date of the
      initial reimbursement on such Advances as to which it has delayed
      reimbursement; provided that nothing contained herein shall prohibit the
      Servicer from requiring the party requesting such delay to reimburse the
      Servicer for any such interest on such Advances.

            (viii) to reimburse itself, the Special Servicer, the Depositor or
      the Trustee, as the case may be, for any unreimbursed expenses reasonably
      incurred by such Person in respect of any Breach or Defect relating to a
      Mortgage Loan and giving rise to a repurchase obligation of the Mortgage
      Loan Seller under Section 7 of the Mortgage Loan Purchase Agreement,
      including, without limitation, any expenses arising out of the enforcement
      of the repurchase obligation, each such Person's right to reimbursement
      pursuant to this clause (viii) with respect to any Mortgage Loan being
      limited to that portion of the Purchase Price paid for such Mortgage Loan
      that represents such expense in accordance with clause (v) of the
      definition of Purchase Price;

            (ix) in accordance with Section 2.03(b), to reimburse itself, the
      Trustee or the Special Servicer, as the case may be, out of general
      collections on the Mortgage Loans and REO Properties for any unreimbursed
      expense reasonably incurred by such Person relating to a Mortgage Loan
      required to be serviced by the Servicer in connection with the enforcement
      of the Mortgage Loan Seller's obligations under Section 7 of the Mortgage
      Loan Purchase Agreement, but only to the extent that such expenses are not
      reimbursable pursuant to clause (viii) above or otherwise;

            (x) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(a), (a) interest and investment income earned
      in respect of amounts relating to the Trust Fund held in the Collection
      Account maintained by the Servicer as provided in Section 3.06(b) (but
      only to the extent of the Net Investment Earnings with respect to the
      Collection Account for any period from any Distribution Date to the
      immediately succeeding P&I Advance Date) and any Primary Servicing Fees to
      which it is entitled pursuant to Section 3.11(a), (b) Penalty Charges on
      any Mortgage Loan required to be serviced by the Servicer other than a
      Specially Serviced Mortgage Loan, but only to the extent (x) collected
      from the related Borrower and (y) in excess of outstanding interest on
      Advances made with respect to such Loan, and to the extent that all
      amounts then due and payable with respect to such Loan have been paid, (c)
      all Prepayment Interest Excess in connection with the receipt of Principal
      Prepayments (except to the extent otherwise provided in Section 3.11(a))
      and (d) other fees identified in Section 3.11(a); and to pay the Special
      Servicer, as additional servicing compensation in accordance with the
      penultimate paragraph of Section 3.11(b), Penalty Charges on any Specially
      Serviced Loan (but only to the extent collected from the related Borrower
      and after all Advances on the Mortgage Loan, and interest thereon, have
      been paid and to the extent that all amounts then due and payable with
      respect to such Specially Serviced Mortgage Loan have been paid);

            (xi) to recoup any amounts deposited in the Collection Account
      maintained by the Servicer in error;

            (xii) to pay itself, the Special Servicer, the Depositor or any of
      their respective directors, officers, employees and agents, as the case
      may be, any amounts payable to any such Person pursuant to Sections
      6.03(a) or 6.03(b);

            (xiii) to pay for (a) the cost of the Opinions of Counsel
      contemplated by Section 3.31(p) to the extent payable out of the Trust
      Fund, (b) the cost of any Opinion of Counsel contemplated by Sections
      10.01(a) or 10.01(c) in connection with an amendment to this Agreement
      requested by the Trustee or the Servicer, which amendment is in
      furtherance of the rights and interests of Certificateholders and (c) the
      cost of obtaining the REO Extension contemplated by Section 3.16(a);

            (xiv) to pay out of general collections on the Mortgage Loans and
      REO Properties any and all federal, state and local taxes imposed on the
      Upper-Tier REMIC or Lower-Tier REMIC created hereunder or either of their
      assets or transactions, together with all incidental costs and expenses,
      to the extent that none of the Servicer, the Special Servicer or the
      Trustee is liable therefor;

            (xv) to reimburse the Servicer and the Special Servicer out of
      general collections on the Mortgage Loans (and with respect to the 1633
      Broadway Loan, the 1633 Broadway B Note) and REO Properties for expenses
      incurred by and reimbursable to them by the Trust Fund;

            (xvi) to pay itself, the Special Servicer or a Mortgage Loan Seller,
      as the case may be, with respect to each Mortgage Loan, if any, previously
      purchased by such Person pursuant to this Agreement, all amounts received
      thereon subsequent to the date of purchase;

            (xvii) to reimburse itself or the Special Servicer for the cost of
      any environmental testing performed at the Special Servicer's direction
      pursuant to the last sentence of Section 3.09(c);

            (xviii) to pay amounts payable to any B Loan Holder under the
      related A/B Intercreditor Agreement;

            (xix) to transfer amounts required to be transferred to the Trustee
      for deposit in the Interest Reserve Account;

            (xx) to reimburse itself for any prior Advance, including any
      interest accrued and payable thereon in accordance with Section 3.03(d),
      made for which a cure payment from the B Loan Holder has been received,
      from such cure payment; and

            (xxi) to clear and terminate the Collection Account at the
      termination of this Agreement pursuant to Section 9.01;

provided, however, that no party hereto shall be entitled to payment or
reimbursement of any amount from the Collection Account with respect to any A
Loan or related REO Property for which it can be reimbursed out of amounts then
or thereafter on deposit in the related A/B Loan Pair Custodial Account; and

further provided, however, that in the case of the B Loans:

                  (A) the Servicer shall be entitled to make transfers from time
            to time, from the related A/B Loan Pair Custodial Account to the
            portion of the Collection Account that does not constitute the A/B
            Loan Pair Custodial Account, of amounts necessary for the payments
            or reimbursement of amounts described in any one or more of clauses
            (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xiv), (xv)
            and (xvii) above, but only insofar as the payment or reimbursement
            described therein arises from or is related solely to an A Loan, is
            allocable to the related A Loan pursuant to this Agreement and is
            allocable to the related B Note pursuant to the A/B Intercreditor
            Agreement, and the Servicer shall also be entitled to make transfers
            from time to time, from the related A/B Loan Pair Custodial Account
            to the portion of the Collection Account that does not constitute
            the A/B Loan Pair Custodial Account, of amounts transferred to such
            related A/B Loan Pair Custodial Account in error, and amounts
            necessary for the clearing and termination of the Collection Account
            pursuant to Section 9.01;

                  (B) the Servicer shall be entitled to make transfers from time
            to time, from the related A/B Loan Pair Custodial Account to the
            portion of the Collection Account that does not constitute the A/B
            Loan Pair Custodial Account, of amounts not otherwise described in
            clause (A) above to which the holder of an A Note is entitled under
            the related A/B Intercreditor Agreement (including in respect of
            interest, principal and Prepayment Premiums due in respect of the A
            Note (whether or not by operation of any provision of the related
            A/B Intercreditor Agreement that entitles the holder of such A Note
            to receive remittances in amounts calculated without regard to any
            modification, waiver or amendment of the economic terms of such A
            Note));

                  (C) the Servicer shall on the Business Day following receipt
            of payment from the related Borrower, remit to the B Loan Holder any
            amounts on deposit in such A/B Loan Pair Custodial Account (net of
            amounts permitted or required to be transferred therefrom as
            described in clauses (A) and/or (B) above), to the extent that the B
            Loan Holder is entitled thereto under the related A/B Intercreditor
            Agreement (including by way of the operation of any provision of the
            related A/B Intercreditor Agreement that entitles the B Loan Holder
            to reimbursement of cure payments made by it).

            Expenses incurred with respect to any B Loan shall be allocated in
accordance with the related A/B Intercreditor Agreement. The Servicer shall keep
and maintain a separate accounting for each Mortgage Loan and B Loan for the
purpose of justifying any withdrawal or transfer from the Collection Account and
any A/B Loan Pair Custodial Account. The Servicer shall not be permitted to
withdraw any funds from the portion of the Collection Account that does not
constitute the A/B Loan Pair Custodial Account unless there are no remaining
funds in the related A/B Loan Pair Custodial Account available and amounts are
required to be paid in accordance with the related A/B Intercreditor Agreement.
If the Servicer is entitled to make any payment or reimbursement described above
and such payment or reimbursement relates to a B Loan but is not limited to a
specific source of funds (other than the requirement that it must be made by
withdrawal from the A/B Loan Pair Custodial Account insofar as it relates to a B
Loan and is permitted pursuant to the A/B Intercreditor Agreement), the Servicer
shall, if funds on deposit in such A/B Loan Pair Custodial Account are
insufficient therefor, request the B Loan Holder to make such payment or
reimbursement to the extent the B Loan Holder is obligated to make such payment
or reimbursement pursuant to the A/B Intercreditor Agreement. If the B Loan
Holder fails to make such payment or reimbursement that it is obligated to make
within three (3) Business Days following such request, the Servicer shall be
entitled to make such payment or reimbursement from the Collection Account. If
such payment or reimbursement is subsequently recovered from the B Loan Holder
(including, if permitted by the related A/B Intercreditor Agreement, by offset
against subsequent amounts payable to the B Loan Holder), to the extent that any
amounts were previously taken by the Servicer from the Collection Account, the
amount recovered shall be deposited into the Collection Account and shall not be
deposited into the A/B Loan Pair Custodial Account.

            The Servicer shall keep and maintain separate accounting records, on
a loan-by-loan and property-by-property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.

            (b) The Trustee, may, from time to time, make or be deemed to make
withdrawals from the Lower-Tier Distribution Account for any of the following
purposes:

            (i) to make deemed distributions of the Lower-Tier Distribution
      Amount pursuant to Section 4.01(b) and the amount of any Prepayment
      Premium and Yield Maintenance Charges distributable pursuant to Section
      4.01(c) to the Upper-Tier Distribution Account;

            (ii) to make distributions in respect of the Class LR Certificates
      pursuant to Section 4.01(b);

            (iii) to pay the Trustee accrued but unpaid Trustee Fees;

            (iv) to pay to the Trustee or any of their Affiliates, directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person hereunder, including pursuant to Section
      3.31(o), 6.03(a), 6.03(b), 8.05(c) or 8.05(d);

            (v) to pay for the cost of the Opinion of Counsel contemplated by
      Section 10.01(c) in connection with any amendment to this Agreement
      requested by the Trustee;

            (vi) to clear and terminate the Lower-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01;

            (vii) to transfer amounts required to be transferred to the Interest
      Reserve Account pursuant to Section 3.29(a); and

            (viii) to recoup any amounts deposited in the Lower-Tier
      Distribution Account in error.

            (c) The Trustee may make withdrawals from the Upper-Tier
Distribution Account for any of the following purposes:

            (i) to make distributions to Certificateholders (other than Holders
      of the Class LR and Class V Certificates) on each Distribution Date
      pursuant to Section 4.01 or 9.01, as applicable;

            (ii) to clear and terminate the Upper-Tier Distribution Account at
      the termination of this Agreement pursuant to Section 9.01;

            (iii) to pay itself Net Investment Earnings with respect to such
      account; and

            (iv) to recoup any amounts deposited in the Upper-Tier Distribution
      Account in error.

            (d) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, (i) if amounts on deposit in the related Collection Account
and the Lower-Tier Distribution Account are not sufficient to pay the full
amount of the Servicing Fee, the Primary Servicing Fee and the Excess Servicing
Strip listed in Section 3.05(a)(iii) and the Trustee Fee listed in Section
3.05(b)(ii), then the Trustee Fee shall be paid in full prior to the payment of
any Servicing Fees, the Primary Servicing Fee and the Excess Servicing Strip
payable under Section 3.05(a)(iii) and (ii) if amounts on deposit in the related
Collection Account are not sufficient to reimburse the full amount of Advances
listed in Sections 3.05(a)(iv), (v), (vi) and (vii), then reimbursements shall
be paid first to the Trustee and then to the Servicer.

            Section 3.06 Investment of Funds in the Collection Account, A/B Loan
Pair Custodial Accounts, Servicing Accounts, Cash Collateral Accounts, Lock-Box
Accounts and the REO Account.

            (a) The Servicer may direct any depository institution maintaining
for the Servicer a Collection Account, any A/B Loan Pair Custodial Account, any
Servicing Account, any Cash Collateral Account, and any Lock-Box Account, and
the Special Servicer may direct any depository institution maintaining the REO
Account (any of the foregoing accounts, for purposes of this Section 3.06, an
"Investment Account"), to invest (or if such depository institution is a
Servicer or Special Servicer, as applicable, it may itself invest) the funds
held therein solely in one or more Permitted Investments bearing interest or
sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the next succeeding date on which such
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the depository institution maintaining such account is
the obligor thereon and (ii) no later than the date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if the
depository institution maintaining such account is the obligor thereon. All such
Permitted Investments shall be held to maturity, unless payable on demand. Any
investment of funds in an Investment Account shall be made in the name of the
Trustee (in its capacity as such). Funds on deposit in the Excess Interest
Distribution Account, the Excess Liquidation Proceeds Account and Distribution
Accounts may be invested by the Trustee in Permitted Investments for Trustee's
benefit.

            The Servicer (in the case of any Investment Account maintained by
the Servicer other than the REO Account) or the Special Servicer (in the case of
the REO Account), on behalf of the Trustee, shall maintain continuous possession
of any Permitted Investment of amounts in such accounts that is either (i) a
"certificated security," as such term is defined in the UCC or (ii) other
property in which a secured party may perfect its security interest by
possession under the UCC or any other applicable law. Possession of any such
Permitted Investment by the Servicer or Special Servicer shall constitute
possession by the Trustee, as secured party, for purposes of Section 9-313 of
the UCC and any other applicable law. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on
demand, the Servicer (in the case of any Investment Account maintained by the
Servicer other than the REO Account) or the Special Servicer (in the case of the
REO Account) shall:

            (i) consistent with any notice required to be given thereunder,
      demand that payment thereon be made on the last day such Permitted
      Investment may otherwise mature hereunder in an amount equal to the lesser
      of (a) all amounts then payable thereunder and (b) the amount required to
      be withdrawn on such date; and

            (ii) demand payment of all amounts due thereunder promptly upon
      determination by the Servicer or Special Servicer, as the case may be,
      that such Permitted Investment would not constitute a Permitted Investment
      in respect of funds thereafter on deposit in the Investment Account.

            (b) Interest and investment income realized on funds and deposited
in each of the Collection Account, any Cash Collateral Account, any Lock-Box
Account and any Servicing Account, to the extent of the Net Investment Earnings,
if any, with respect to such account for each period from any Distribution Date
to the immediately succeeding P&I Advance Date shall be for the sole and
exclusive benefit of the Servicer to the extent not required to be paid to the
related Borrower and shall be subject to its withdrawal, or withdrawal at its
direction, in accordance with Section 3.03(a), 3.05(a), 3.05(b) or 3.05(c), as
the case may be. Interest and investment income realized on funds deposited in
the REO Account, to the extent of the Net Investment Earnings, if any, with
respect to such account for each period from any Distribution Date to the
immediately succeeding P&I Advance Date, shall be for the sole and exclusive
benefit of the Special Servicer, but shall be subject to withdrawal in
accordance with Section 3.16(c). If any loss shall be incurred in respect of any
Permitted Investment directed to be made by the Servicer or Special Servicer, as
applicable, for its own account, and on deposit in any of the Collection
Account, any Cash Collateral Account, any Lock-Box Account, any Servicing
Account or the REO Account, the Servicer (in the case of the Collection Account,
any Cash Collateral Account, any Lock-Box Account and any Servicing Account) or
the Special Servicer (in the case of the REO Account) shall deposit therein (or,
solely to the extent that the loss is of an amount credited to an A/B Loan Pair
Custodial Account, deposit to the related A/B Loan Pair Custodial Account, as
the case may be), no later than the P&I Advance Date, without right of
reimbursement, the amount of the Net Investment Loss, if any, with respect to
such account for the period from the immediately preceding Distribution Date to
such P&I Advance Date.

            (c) Interest and investment income realized on funds and deposited
in each of the Distribution Account, the Excess Interest Distribution Account
and the Excess Liquidation Proceeds Reserve Account, to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from
any Distribution Date to the immediately succeeding P&I Advance Date shall be
for the sole and exclusive benefit of the Trustee and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.05(b),
as the case may be. If any loss shall be incurred in respect of any Permitted
Investment directed to be made by the Trustee for its own account, and on
deposit in any of the Distribution Account, the Excess Interest Distribution
Account or the Excess Liquidation Proceeds Reserve Account, the Trustee shall
deposit therein (or, solely to the extent that the loss is of an amount credited
to an A/B Loan Pair Custodial Account, deposit to the related A/B Loan Pair
Custodial Account, as the case may be), no later than the P&I Advance Date,
without right of reimbursement, the amount of the Net Investment Loss, if any,
with respect to such account for the period from the immediately preceding
Distribution Date to such P&I Advance Date.

            (d) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

            Notwithstanding the investment of funds held in a Collection Account
pursuant to this Section 3.06, for purposes of calculating the Available Funds,
the amounts so invested shall be deemed to remain on deposit in such account.

      Section 3.07 Maintenance of Insurance  Policies;  Errors and Omissions and
Fidelity Coverage.

            (a) The Servicer shall use its reasonable efforts to cause the
Borrower to maintain, to the extent required by the terms of the related Note
and Mortgage, or if the Borrower does not so maintain, shall itself maintain,
for each Loan any Insurance Policy coverage as is required under the related
Mortgage (to the extent that the Trustee has an insurable interest and such
Insurance Policy coverage is available at commercially reasonable rates, as
determined by the Servicer in accordance with the Servicing Standard); provided,
however, that, subject to Section 3.07(f), if any Mortgage permits the holder
thereof to dictate to the Borrower the Insurance Policy coverage to be
maintained on such Mortgaged Property, the Servicer or Special Servicer, as
applicable, shall impose such insurance requirements as are consistent with the
Servicing Standard. The Servicer shall use its reasonable efforts to cause the
Borrower to maintain, and if the Borrower does not so maintain, the Servicer
shall maintain, all-risk casualty insurance which does not contain any carve-out
for terrorist or similar act to the extent not prohibited by the terms of the
related Loan Documents. The Servicer shall not be required to call a default
under a Loan if the related Borrower fails to maintain such insurance, and the
Servicer shall not be required to maintain such insurance, if the Servicer
determines, based upon information reasonably available to the Servicer after
due inquiry in accordance with the Servicing Standard, that either (a) such
insurance is not available at commercially reasonable rates and that such
hazards are not at the time commonly insured against for properties similar to
the Mortgaged Property and located in or around the region in which such
Mortgaged Property is located (based on information reasonably available to the
Servicer) or (b) such insurance is not available at any rate, provided, however,
Servicer shall enforce any specific provisions of the related Loan documents
requiring the related Borrower to obtain policies at certain predetermined
costs, and any related costs and expenses shall be paid by the Servicer as an
Advance if not paid by such Borrower. Subject to Section 3.17(a), the Special
Servicer shall attempt to cause to be maintained for each REO Property no less
Insurance Policy coverage than was previously required of the Borrower under the
related Loan or, at Special Servicer's election, coverage satisfying insurance
requirements consistent with the Servicing Standard. If the Servicer determines
based on (a) or (b) above not to declare default as to such insurance
requirements, the Servicer will send a temporary forbearance letter to Borrower
and notify the Directing Certificateholder with supporting documentation as to
the reason for such forbearance.

            All such Insurance Policies shall (i) contain a "standard" mortgagee
clause, with loss payable to the Servicer on behalf of the Trustee (in the case
of insurance maintained in respect of Loans other than REO Properties) or the
Special Servicer on behalf of the Trustee (in the case of insurance maintained
in respect of REO Properties), (ii) include coverage in an amount not less than
the lesser of the full replacement cost of the improvements which are a part of
the Mortgaged Property or the outstanding principal balance owing on the related
Loan, but in any case in such an amount so as to avoid the application of any
co-insurance clause, (iii) include a replacement cost endorsement providing no
deduction for depreciation (unless such endorsement is not permitted under the
related Loan Documents) and (iv) be issued by either (x) a Qualified Insurer or
(y) for any Insurance Policy being maintained by the related Borrower, an
insurance carrier meeting the requirements of the related Mortgage, provided
that such Qualified Insurer or other insurance carrier is authorized under
applicable law to issue such Insurance Policies. Any amounts collected by the
Servicer or Special Servicer under any such Insurance Policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or REO Property or amounts to be released to the related Borrower, in
each case in accordance with the Servicing Standard and the provisions of the
related Loan) shall be deposited in the Collection Account or any related A/B
Loan Pair Custodial Account maintained by the Servicer, subject to withdrawal
pursuant to Section 3.05(a).

            Any costs incurred by the Servicer in maintaining any such Insurance
Policies in respect of Loans (other than with respect to REO Properties) if the
Borrower defaults on its obligation to maintain such Insurance Policies shall be
advanced by the Servicer as a Servicing Advance. The amounts so advanced shall
not, for purposes of calculating monthly distributions to Certificateholders, be
added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit. Any cost
incurred by the Special Servicer in maintaining any such Insurance Policies with
respect to REO Properties shall be an expense of the Trust Fund payable out of
the related REO Account pursuant to Section 3.16(c) or, if the amount on deposit
therein is insufficient therefor, advanced by the Servicer as a Servicing
Advance.

            (b) (i) If the Servicer or Special Servicer (with respect to REO
Loans) obtains and maintains a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Loans or REO Properties
and such Insurance Policy provides protection equivalent to the individual
policies otherwise required, then the Servicer or Special Servicer, as the case
may be, shall conclusively be deemed to have satisfied its obligation to cause
fire and hazard insurance to be maintained on the related Mortgaged Properties
or REO Properties. Such blanket Insurance Policy may contain a deductible
clause, in which case if there shall not have been maintained on the related
Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more
losses which would have been covered by such Insurance Policy, the Servicer or
the Special Servicer, as applicable, shall promptly deposit into the Collection
Account from its own funds the portion of such loss or losses that would have
been covered under the individual policy (giving effect to any deductible
limitation or, in the absence of such deductible limitation, the deductible
limitation that is consistent with the Servicing Standard) but is not covered
under the blanket Insurance Policy because of such deductible clause to the
extent that any such deductible exceeds the deductible limitation that pertained
to the related Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard. In
connection with its activities as administrator and servicer of the Loans, the
Servicer agrees to prepare and present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket Insurance Policy in a timely
fashion in accordance with the terms of such policy. The Special Servicer, to
the extent consistent with the Servicing Standard, may maintain earthquake
insurance on REO Properties, provided coverage is available at commercially
reasonable rates.

             (ii) If the Servicer or Special Servicer, as applicable, causes any
Mortgaged Property to be covered by a master single interest Insurance Policy
with a Qualified Insurer naming the Servicer or Special Servicer as the loss
payee, then to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Servicer or Special Servicer
shall conclusively be deemed to have satisfied its obligation to cause such
insurance to be maintained on the related Mortgage Properties. If the Servicer
or Special Servicer, as applicable, causes any Mortgaged Property or REO
Property to be covered by such master single interest Insurance Policy, the
incremental costs of such insurance applicable to such Mortgaged Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not
any Mortgaged Property is covered thereby) shall be paid by the Servicer as a
Servicing Advance. Such master single interest Insurance Policy may contain a
deductible clause, in which case the Servicer or the Special Servicer, as
applicable, shall, if (A) there shall not have been maintained on the related
Mortgaged Property or REO Property a policy otherwise complying with the
provisions of Section 3.07(a) and (B) there shall have been one or more losses
which would have been covered by such policy had it been maintained, deposit
into the Collection Account maintained by the Servicer from its own funds the
amount not otherwise payable under the master single interest Insurance Policy
because of such deductible clause, to the extent that any such deductible
exceeds the deductible limitation that pertained to the related Mortgage Loan,
or, in the absence of any such deductible limitation, the deductible limitation
which is consistent with the Servicing Standard.

            (c) The Servicer and Special Servicer shall maintain with
responsible companies, at their own expense, a blanket fidelity bond (a
"Fidelity Bond") and an errors and omissions insurance policy with a Qualified
Insurer, with broad coverage on all officers or employees acting in any capacity
requiring such persons to handle funds, money, documents or paper relating to
the Loans ("Servicer Employees," in the case of the Servicer, and "Special
Servicer Employees," in the case of the Special Servicer). Any such Fidelity
Bond and errors and omissions insurance shall protect and insure the Servicer or
Special Servicer, as applicable, against losses, including forgery, theft,
embezzlement, fraud, errors and omissions, failure to maintain any insurance
policies or letters of credit required pursuant to the Agreement and negligent
acts of such Servicer Employees or Special Servicer Employees, as applicable.
Such errors and omissions policy shall also protect and insure the Servicer or
Special Servicer, as applicable, against losses in connection with the release
or satisfaction of a Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section requiring such
Fidelity Bond and errors and omissions insurance shall diminish or relieve the
Servicer or Special Servicer from its duties and obligations as set forth in
this Agreement.

            The minimum coverage under any such Fidelity Bond and errors and
omissions insurance policy shall be at least equal to the amount necessary for
the Servicer or Special Servicer, as applicable, to qualify as a FNMA or FHLMC
servicer. Notwithstanding the foregoing, so long as the long-term debt or the
deposit obligations or claims-paying ability of the Servicer or Special Servicer
(or its immediate or remote parent) is rated at least "AA" by S&P and "AA" by
Fitch, the Servicer or Special Servicer, respectively, shall be allowed to
provide self-insurance with respect to a Fidelity Bond and such errors and
omissions policy. Coverage of the Servicer or the Special Servicer under a
policy or bond obtained by an Affiliate of the Servicer or the Special Servicer
and providing the coverage required by this Section 3.07(c) shall satisfy the
requirements of this Section 3.07(c).

            The Special Servicer and the Servicer will promptly report in
writing to the Trustee any material changes that may occur in their respective
Fidelity Bonds, if any, and/or their respective errors and omissions Insurance
Policies, as the case may be, and will furnish to the Trustee copies of all
certificates evidencing that such bonds, if any, and insurance policies are in
full force and effect.

            (d) If, as of the Closing Date, a Mortgaged Property (other than an
REO Property) shall be in a federally designated special flood hazard area (if
flood insurance has been made available), or if the Servicer becomes aware, in
performing its duties under this Agreement, that a Mortgaged Property becomes
located in such area by virtue of remapping conducted by the Federal Emergency
Management Agency, the Servicer will use its reasonable efforts to cause the
related Borrower (in accordance with applicable law and the terms of the Loan
Documents) to maintain, and, if the related Borrower shall default in its
obligation to so maintain, the Servicer shall itself maintain, to the extent
available at commercially reasonable rates (as determined by the Servicer in
accordance with the Servicing Standard), and the Trustee as Mortgagee has an
insurable interest in the related Mortgaged Property, flood insurance in respect
thereof, but only to the extent the related Loan permits the mortgagee to
require such coverage and the maintenance of such coverage is consistent with
the Servicing Standard. Such flood insurance shall be in an amount equal to the
least of (i) the unpaid principal balance of the related Loan, (ii) the maximum
amount of insurance which is available under the Flood Disaster Protection Act
of 1973, as amended, and (iii) the amount required by the Loan. If the cost of
any insurance described above is not borne by the Borrower, the Servicer shall
promptly make a Servicing Advance for such costs, subject to Section 3.03(c).

            (e) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount equal to the least of (i) the
unpaid principal balance of the related Loan, (ii) the maximum amount of
insurance which is available under the Flood Disaster Protection Act of 1973, as
amended, and (iii) the amount required by the Loan. The cost of any such flood
insurance with respect to an REO Property shall be an expense of the Trust Fund
payable out of the related REO Account pursuant to Section 3.16(c) or, if the
amount on deposit therein is insufficient therefor, paid by the Servicer as a
Servicing Advance.

            (f) [Reserved.]

            (g) With respect to the Loans that (i) require earthquake insurance,
or (ii) (A) at the date of origination were secured by Mortgaged Properties on
which the related Borrower maintained earthquake insurance and (B) have
provisions which enable the Servicer to continue to require the related Borrower
to maintain earthquake insurance, the Servicer shall require the related
Borrower to maintain such insurance in the amount, in the case of clause (i),
required by the Loan and in the amount, in the case of this clause (ii),
maintained at origination, in each case, to the extent such amounts are
available at commercially reasonable rates. Any determination by the Servicer
that such insurance is not available at commercially reasonable rates with
respect to a Loan for which any related Mortgaged Property has a "Probable
Maximum Loss," based on a 450-year lookback with a 10% probability of exceedance
in a 50 year period), in excess of 20% shall be subject to confirmation by the
Rating Agencies that such determination not to purchase such insurance will not,
in and of itself, result in a downgrade, qualification or withdrawal of the
then-current ratings assigned to the Certificates rated by such Rating Agency.
The Servicer will not waive any such requirement without providing notice to the
Directing Certificateholder with related supporting documentation. The Servicer
shall use reasonable efforts to cause the related Borrower to pay the costs of
such confirmation, otherwise, such costs shall be a Trust Fund expense. The cost
of any engineering report required to determine the amount of coverage required
under the Loan Documents and any legal fees incurred in connection with
requiring the related Borrower to maintain earthquake insurance shall be paid by
the Servicer as a Servicing Advance.

            (h) Within one week after the Closing Date, with respect to each of
the Mortgage Loans identified on the Mortgage Loan Schedule as being covered by
an Environmental Insurance Policy, the Depositor shall notify the insurer under
such Environmental Insurance Policy and take all other action necessary for the
Trustee, on behalf of the Certificateholders, to be an insured (and for the
Servicer and Special Servicer, on behalf of the Trust, to make claims) under
such Environmental Insurance Policy. In the event the Servicer has actual
knowledge of any event (an "Insured Environmental Event") giving rise to a claim
under any Environmental Insurance Policy in respect of any Loan covered thereby,
the Servicer shall, in accordance with the terms of such Environmental Insurance
Policy and the Servicing Standards, timely make a claim thereunder with the
appropriate insurer and shall take such other actions in accordance with the
Servicing Standards which are necessary under such Environmental Insurance
Policy in order to realize the full value thereof for the benefit of the
Certificateholders. Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standards under an Environmental
Insurance Policy shall be paid by the Servicer and shall be reimbursable to it
as a Servicing Advance. With respect to each Environmental Insurance Policy that
relates to one or more Mortgage Loans, the Servicer shall review and familiarize
itself with the terms and conditions relating to enforcement of claims and shall
monitor the dates by which any claim must be made or any action taken under such
policy to realize the full value thereof for the benefit of the
Certificateholders in the event the Servicer has actual knowledge of an Insured
Environmental Event giving rise to a claim under such policy. Any legal fees,
premiums or other out-of-pocket costs incurred in accordance with the Servicing
Standards in connection with a resolution of such termination of an
Environmental Insurance Policy shall be paid by the Servicer and shall be
reimbursable to it as a Servicing Advance.

            Section 3.08   Enforcement of Due-On-Sale and Due-On-Encumbrance
Clauses; Assumption Agreements; Defeasance Provisions.

            (a) (i) As to each Loan which contains a provision in the nature of
a "due-on-sale" clause, which by its terms:

                  (A) provides that such Loan shall (or may at the mortgagee's
            option) become due and payable upon the sale or other transfer of an
            interest in the related Mortgaged Property or the related Borrower
            or

                  (B) provides that such Loan may not be assumed without the
            consent of the mortgagee in connection with any such sale or other
            transfer,

the Servicer shall provide notice to the Special Servicer of any request for a
waiver thereof, and the Servicer or the Special Servicer (if such Loan is a
Specially Serviced Loan) shall enforce such due-on-sale clause, unless the
Servicer or Special Servicer, as applicable, determines, in accordance with the
Servicing Standard, that (1) not declaring an Event of Default (as defined in
the related Mortgage) or (2) granting such consent would be likely to result in
a greater recovery (or an equal recovery, provided the other conditions for an
assumption or waiver of a due-on-sale clause are met), on a present value basis
(discounting at the related Mortgage Rate), than would enforcement of such
clause or the failure to grant such consent. If the Servicer or Special
Servicer, as applicable, determines that (1) not declaring an Event of Default
(as defined in the related Mortgage) or (2) granting such consent would be
likely to result in a greater recovery (or an equal recovery, provided the other
conditions for an assumption or waiver of a due-on-sale clause are met), the
Servicer or Special Servicer, as applicable, shall take or enter into an
assumption agreement from or with the proposed transferee as obligor thereon,
provided that (x) the taking or entering into such assumption agreement complies
with the Servicing Standard and the terms of the related Mortgage and (y) if the
Mortgage Loan is a Significant Loan, the Servicer shall have received written
confirmation from each of the Rating Agencies that such assumption would not, in
of itself, cause a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates. Notwithstanding the
foregoing, the Servicer shall not waive any rights under a "due-on-sale" clause
with respect to any Loan unless (i) the Servicer shall have notified the Special
Servicer of such waiver, (ii) the Servicer shall have submitted the Servicer's
written recommendation and analysis to the Special Servicer, (iii) the Servicer
shall have submitted to the Special Servicer the documents within the possession
of the Servicer that are reasonably requested by the Special Servicer, and (iv)
the Special Servicer shall have approved such waiver. Neither the Servicer nor
the Special Servicer shall approve such waiver unless the Borrower shall agree
to pay all fees and costs associated with such waiver (unless (a) such condition
shall have been waived by the Directing Certificateholder, and (b) such Loan is
in default or default is reasonably foreseeable, in which case such costs shall
be an expense of the Trust Fund), except to the extent the related Mortgage Loan
Seller pays any fees associated with Rating Agency confirmation as described in
Section 3.08(c) below, and any such non-approval shall not be a violation of the
Servicing Standard.

               (ii) Notwithstanding the provisions of any Loan, foreclosure by a
      Mezzanine Loan Holder on any Mezzanine Loan Collateral securing a
      Mezzanine Loan to an affiliate of the related Borrower shall not, for
      purposes of this Agreement, be deemed to be a violation of the due-on-sale
      clause of the related Loan Documents or of clause (i) of this Section
      3.08(a) so long as the foreclosing party is a Permitted Mezzanine Loan
      Holder, and other material requirements of the related intercreditor
      agreement are satisfied.

               (iii) Neither the Servicer nor the Special Servicer shall (x)
      consent to the foreclosure of any Mezzanine Loan other than by a Permitted
      Mezzanine Loan Holder or (y) consent to the transfer of any Mezzanine Loan
      except to a Permitted Mezzanine Loan Holder, except, in each case, as
      otherwise provided in Section 3.08(a)(i). Neither the consent of the
      Servicer nor the consent of the Special Servicer shall be required for the
      foreclosure by a Permitted Mezzanine Loan Holder if an event of default
      has been declared under the related Loan (and each Rating Agency has been
      notified of such event of default). In no event shall a Mezzanine Loan
      Holder be required to pay any assumption fee, modification fee or other
      service charge in connection with any foreclosure upon Mezzanine Loan
      Collateral, transfer of ownership of the related Mortgaged Property to
      such Mezzanine Loan Holder and/or assumption of the related Loan. Nothing
      herein shall prevent a Mezzanine Loan Holder from appointing a receiver or
      trustee with respect to any Mezzanine Loan Collateral, foreclosing upon
      any reserves, escrow accounts or cash collateral accounts pledged under
      the related Mezzanine Loan (provided none of such accounts have been
      pledged under the related Loan) or otherwise taking an assignment of any
      cash flows from any Mezzanine Loan Collateral.

            (b) As to each Loan which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:

            (i) provides that such Loan shall (or, at the mortgagee's option,
      may) become due and payable upon the creation of any additional lien or
      other encumbrance on the related Mortgaged Property or

            (ii) requires the consent of the mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

the Servicer shall provide notice to the Special Servicer of any request for a
waiver thereof, and the Servicer or the Special Servicer (if such Loan is a
Specially Serviced Loan) shall enforce such due-on-encumbrance clause and in
connection therewith shall (i) accelerate payments thereon or (ii) withhold its
consent to such lien or encumbrance unless the Servicer or Special Servicer, as
applicable, (x) determines, in accordance with the Servicing Standard, that (1)
not accelerating payments on such Mortgage Loan or (2) granting such consent
would result in a greater recovery on a present value basis (discounting at the
related Mortgage Rate) than would enforcement of such clause or the failure to
grant such consent and (y) with respect to Fitch, if the Mortgage Loan is a
Significant Loan and, with respect to S&P, if (i) the Mortgage Loan balance
represents 2% or more of the aggregate balance of all of the Mortgage Loans,
(ii) such Mortgage Loan is one of the ten largest Mortgage Loans in the Mortgage
Pool, (iii) the aggregate Loan-to-Value Ratio of such Mortgage Loan would exceed
85% or (iv) the aggregate Debt Service Coverage Ratio would be less than 1.2:1,
receives, at the expense of the related Borrower, prior written confirmation
from such Rating Agency that (1) not accelerating such payments or (2) granting
such consent would not, in and of itself, cause a downgrade, qualification or
withdrawal of any of the then-current ratings assigned to the Certificates.
Notwithstanding the foregoing, the Servicer shall not waive any rights under a
"due-on-encumbrance" clause with respect to any Loan unless (i) the Servicer
shall have notified the Special Servicer of such waiver, (ii) the Servicer shall
have submitted the Servicer's written recommendation and analysis to the Special
Servicer, (iii) the Servicer shall have submitted to the Special Servicer the
documents within the possession of the Servicer that are reasonably requested by
the Special Servicer, and (iv) the Special Servicer shall have approved such
waiver.

            (c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

            If such assumption is required to be approved by any Rating Agency
pursuant to the Loan Documents, the Servicer shall not approve any assumption
without (a) requiring the Borrower to pay any Rating Agency fees associated with
an assumption to the extent permitted under the applicable Loan Documents or (b)
if the applicable Loan Documents did not, on the Closing Date, require the
Borrower to pay such Rating Agency fees, the Mortgage Loan Seller shall satisfy
such Rating Agency fee obligation by other means. Notwithstanding the
immediately preceding sentence, in the event that the Loan Documents do not
provide for the Borrower's payment and the Mortgage Loan Seller fails to make
such payment (it being acknowledged that each Mortgage Loan Seller has
represented in the related Mortgage Loan Purchase Agreement that the Borrower is
responsible for paying any fees or expenses charged by the Rating Agency in
connection with the confirmation described above, and that to the extent such
representation is breached, the remedies against such Mortgage Loan Seller are
solely as set forth in Section 2.03(b)), the Servicer shall be entitled to
withdraw such fees from the Collection Account unless the Servicer is entitled
to withhold approval. The Servicer shall not waive such payment by the Borrower
pursuant to the Loan Documents.

            (d) Except as otherwise permitted by Section 3.20, the Special
Servicer shall not agree to modify, waive or amend any term of any Mortgage Loan
in connection with the taking of, or the failure to take, any action pursuant to
this Section 3.08.

            (e) Notwithstanding any other provisions of this Section 3.08, the
Servicer may grant a Borrower's request for consent to subject the related
Mortgaged Property to an easement or right-of-way for utilities, access,
parking, public improvements or another purpose and may consent to subordination
of the related Loan to such easement or right-of-way, provided that the Servicer
shall have determined (i) in accordance with the Servicing Standard that such
easement or right-of-way will not materially interfere with the then-current use
of the related Mortgaged Property or the security intended to be provided by
such Mortgage and will not materially or adversely affect the value of such
Mortgaged Property and (ii) that no Trust REMIC will fail to qualify as a REMIC
as a result thereof and that no tax on "prohibited transactions" or
"contributions" after the Closing Date would be imposed on either Trust REMIC as
a result thereof. Subject to the related Loan Documents and applicable law, and
to the extent consistent with the Servicing Standard, the Servicer shall not
consent to such easement or right of way unless the Borrower, at the Borrower's
expense, obtains legal advice to make the determination described in clause
(ii). If the Servicer is unable to cause the Borrower to obtain such legal
advice, and the related Loan Documents do not provide that Borrower shall pay
for such expense, the Servicer shall obtain such legal advice, if necessary, in
accordance with the Servicing Standard, and the cost thereof shall be deemed a
Servicing Advance.

            (f) With respect to any Mortgage Loan which permits release of
Mortgaged Properties through defeasance (each, a "Defeasance Mortgage Loan"), to
the extent permitted under the related Loan Documents:

               (i) The Servicer shall effect such defeasance only through the
      purchase of U.S. government obligations satisfying both the defeasance
      rule of the REMIC Provisions ("Defeasance Collateral") and the
      requirements of clause (i) of the definition of Permitted Investments
      herein which purchase shall be made in accordance with the terms of such
      Loan (except that the Servicer is authorized to accept Defeasance
      Collateral meeting the foregoing requirements in spite of more restrictive
      requirements of the related Loan Documents); provided, however, that the
      Servicer shall not accept the amounts paid by the related Borrower to
      effect defeasance until such U.S. government obligations have been
      identified and an Independent accounting firm has provided the Servicer a
      comfort letter that states that such defeasance is in the correct amount
      and provided, further, that no defeasance shall be accepted within two
      years after the Closing Date.

               (ii) If such Mortgage Loan permits the assumption of the
      obligations of the related Borrower by a successor Borrower, the Servicer
      shall cause the Borrower or such successor Borrower to pay all expenses
      incurred in connection with the establishment of a successor Borrower that
      shall be a Single-Purpose Entity and cause an assumption by such successor
      Borrower of the defeased obligations under the related Note. At Borrower's
      expense, the Servicer shall be permitted to establish a single
      Single-Purpose Entity to assume the defeased obligations under all of the
      Mortgage Loans that have been defeased.

               (iii) The Servicer shall require an Opinion of Counsel from the
      related Borrower, at such Borrower's expense, to the effect that the
      Trustee has a first priority security interest in the defeasance deposit
      and the related U.S. government obligations and that the assignment
      thereof is valid and enforceable (subject to customary limitations).

               (iv) The Servicer shall obtain at the related Borrower's expense
      a certificate from an Independent certified public accountant certifying
      that the U.S. government obligations are sufficient to make all scheduled
      payments under the related Note.

               (v) Prior to permitting release of any Mortgaged Property through
      defeasance, if such defeasance is a partial defeasance or such Mortgaged
      Property relates to (A) a Mortgage Loan that is part of a group of
      Mortgage Loans made to affiliated Borrowers that, in each case, in the
      aggregate, represents one of the ten largest Loans (which for the purposes
      of this definition shall include groups of Crossed Mortgage Loans and
      groups of Mortgage Loans made to affiliated Borrowers), the Servicer shall
      obtain, at the expense of the related Borrower, written confirmation from
      Fitch that such defeasance would not, in and of itself, result in a
      downgrade, qualification or withdrawal of any of the then-current ratings
      assigned to the Certificates and (B) any Mortgage Loan, the Servicer shall
      obtain, at the expense of the related Borrower, written confirmation from
      S&P that such defeasance would not, in and of itself, result in a
      downgrade, qualification or withdrawal of any of the then-current ratings
      assigned to the Certificates; provided, that in the case of clause (B) so
      long as such Mortgage Loan has a Stated Principal Balance less than either
      $20,000,000 or 5% of the aggregate Stated Principal Balance of the
      Mortgage Loans and is not one of the ten largest Mortgage Loans by Stated
      Principal Balance, the Servicer shall deliver to S&P a Notice and
      Certification in the form attached hereto as Exhibit L.

               (vi) The Servicer shall not permit the release of any Mortgaged
      Property through defeasance unless the related Borrower establishes to the
      satisfaction of the Servicer that the lien on such Mortgaged Property will
      be released to facilitate the disposition thereof or to facilitate any
      other customary commercial transaction.

               (vii) Prior to permitting release of any Mortgaged Property
      through defeasance, if the related Mortgage Loan so allows, the Servicer
      shall require such Borrower to deliver or cause to be delivered an Opinion
      of Counsel to the effect that such release will not cause either Trust
      REMIC to fail to qualify as a REMIC at any time that any Certificates are
      outstanding or cause a tax to be imposed on the Trust Fund under the REMIC
      Provisions.

               (viii) The Servicer shall not permit a partial defeasance with
      respect to any Mortgage Loan unless the value of the Defeasance Collateral
      is at least the amount provided in the related Loan Documents.

To the extent provided in the related Loan Documents, any costs to the Servicer
of obtaining legal advice to make the determinations required to be made by it
pursuant to this Section 3.08(f), or obtaining the Rating Agency confirmations
required by this Section 3.08(f), shall be borne by the related Borrower as a
condition to the Servicer's obligation to effect the defeasance of the related
Mortgage Loan or to the extent not provided for in the Loan Documents, and if
the related Mortgage Loan Seller fails to pay such costs (it being acknowledged
that each Mortgage Loan Seller has represented in the related Mortgage Loan
Purchase Agreement that the Borrower is responsible for paying any fees or
expenses charged by the Rating Agency in connection with the confirmation
described above, and that to the extent such representation is breached, the
remedies against such Mortgage Loan Seller are solely as set forth in Section
2.03(b)), and if the Mortgage Loan Seller fails to pay for the costs of such
legal advice or Rating Agency fees the Servicer shall be entitled to make a
withdrawal from the Collection Account.

               (ix) To the extent the Loan Documents require the Borrower to pay
      Rating Agency fees in connection with a defeasance, the Servicer shall not
      waive such payment.

            (g) [Reserved.]

            (h) With respect to any Mortgage Loan, subject to the related Loan
Documents, neither the Servicer nor the Special Servicer (with respect to
Specially Serviced Mortgage Loans) shall permit the related Borrower to
substitute any real property, any rights with respect to real property, or any
other property interest whatsoever for the Mortgaged Property securing such
Mortgage Loan as of the Closing Date without (i) receipt of an Opinion of
Counsel, at the expense of the Borrower, to the effect that the substitution
will not cause the related Mortgage Loan to fail to qualify as a "qualified
mortgage" as defined under Section 860G(a)(3) of the Code while such Mortgage
Loan is owned by the Lower-Tier REMIC and (ii) prior written confirmation from
Fitch and S&P that such substitution would not, in and of itself, cause a
downgrade, qualification or withdrawal of any of the then-current ratings
assigned to the Certificates. To the extent provided in the Loan Documents, any
costs to the Servicer or Special Servicer of obtaining such Opinion of Counsel
and Rating Agency confirmation shall be borne by the related Borrower as a
condition to the obligation to agree to any substitution referred to in the
preceding sentence or to the extent not provided for in the Loan Documents on
the Closing Date, borne by the related Mortgage Loan Seller (it being
acknowledged that each Mortgage Loan Seller has represented in the related
Mortgage Loan Purchase Agreement that the Borrower is responsible for paying for
such Opinion of Counsel and any fees or expenses charged by the Rating Agency in
connection with the confirmation described above, and that to the extent such
representation is breached, the remedies against such Mortgage Loan Seller are
solely as set forth in Section 2.03(b)), and if the Mortgage Loan Seller fails
to pay for the costs of such Opinion of Counsel or Rating Agency fees, the
Servicer shall be entitled to make a withdrawal from the Collection Account (to
pay for such costs with respect to any Mortgage Loan).

            (i) Except as provided in Section 3.08(b), with respect to any Loan
pursuant to which the Borrower may not incur additional indebtedness encumbering
the related Mortgaged Property without the consent of the lender, neither the
Servicer nor the Special Servicer (with respect to Specially Serviced Mortgage
Loans) shall consent to such additional debt without written confirmation to the
Servicer or the Special Servicer, as applicable, and the Trustee by each Rating
Agency that such modification or waiver would not, in and of itself, result in a
downgrade, qualification or withdrawal of any of the current ratings assigned to
the Certificates; provided, that such confirmation shall not be required if the
Loan has a Stated Principal Balance no greater than $1,000,000. To the extent
provided in the Loan Documents, any costs to the Servicer or Special Servicer of
obtaining the Rating Agency confirmations required by this Section 3.08(i) shall
be borne by the related Borrower as a condition to the Servicer's or Special
Servicer's agreement to any such consent to additional debt referred to in the
preceding sentence, or to the extent not provided for in the Loan Documents, if
the related Borrower fails to pay such costs and the related Mortgage Loan
Seller also fails to pay such costs, the Servicer or Special Servicer, as
applicable, shall either withhold such consent to additional debt or such costs
may be paid from the Collection Account if such costs would be "unanticipated
expenses" within the meaning of the REMIC Provisions (and the Servicer or
Special Servicer, as applicable, may rely upon an Opinion of Counsel in making
the determination of "unanticipated expenses," the costs of which may be paid
from the Collection Account).

            Section 3.09   Realization upon Defaulted Loans.

            (a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of any property securing such Loans as
come into and continue in default as to which no satisfactory arrangements can
be made for collection of delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. In any case in which a
Mortgaged Property shall have suffered damage such that the complete restoration
of such property is not fully reimbursable by the hazard insurance policies or
flood insurance policies required to be maintained pursuant to Section 3.07, the
Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has
determined in its reasonable judgment in accordance with the Servicing Standard
that such restoration will increase the net proceeds of liquidation of such
Mortgaged Property to Certificateholders (and the B Loan Holder if in connection
with a B Loan, taken as a collective whole) after reimbursement to the Servicer
for such Servicing Advance and interest thereon and the Servicer has determined
that such Servicing Advance together with accrued and unpaid interest thereon
will be recoverable by the Servicer out of the proceeds of liquidation of such
Mortgaged Property, as contemplated in Section 3.05(a)(iv). The Special Servicer
shall be responsible for all other costs and expenses incurred by it in any such
proceedings (such costs and expenses to be advanced by the Servicer to the
Special Servicer and recoverable by the Servicer as a Servicing Advance),
provided that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance.

            Nothing contained in this Section 3.09 shall be construed to require
the Servicer or the Special Servicer, on behalf of the Trust Fund, to make a bid
on any Mortgaged Property at a foreclosure sale or similar proceeding that is in
excess of the fair market value of such property, as determined by the Servicer
or the Special Servicer in its reasonable and good faith judgment taking into
account the factors described in Section 3.18(e) and the results of any
Appraisal obtained pursuant to the following sentence, all such bids to be made
in a manner consistent with the Servicing Standard. If and when the Special
Servicer or the Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a
Defaulted Loan, other than for the purpose of the Servicer or Special Servicer
bidding to acquire a Defaulted Loan or an REO Property on its own behalf at
foreclosure or otherwise, the Special Servicer or the Servicer, as the case may
be, is authorized to have an Appraisal performed with respect to such property,
the cost of which Appraisal shall be paid by the Servicer as a Servicing
Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 (with the exception of cash or cash equivalents
pledged as Additional Collateral to the extent provided in Section 3.09(c))
unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which shall be a Servicing Advance) to the effect that the
      holding of such personal property by the Trust Fund will not cause the
      imposition of a tax on either Trust REMIC under the REMIC Provisions or
      cause either Trust REMIC to fail to qualify as a REMIC at any time that
      any Certificate is outstanding.

            (c) Notwithstanding any provision to the contrary in this Agreement,
the Special Servicer shall not, on behalf of the Trust Fund, obtain title to any
direct or indirect partnership interest or other equity interest in any Borrower
pledged pursuant to any pledge agreement or any Additional Collateral unless the
Special Servicer shall have requested and received an Opinion of Counsel (which
opinion shall be an expense of the Trust Fund) to the effect that the holding of
such partnership interest or other equity interest or Additional Collateral by
the Trust Fund will not cause the imposition of a tax on either Trust REMIC
under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a
REMIC at any time that any Certificate is outstanding.

            (d) Notwithstanding the foregoing provisions of this Section 3.09,
the Special Servicer shall not, on behalf of the Trustee, obtain title to a
Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (and, in the case of an A/B Loan
Pair, the related B Loan Holder), would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law, unless
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously determined in accordance with the
Servicing Standard, based on an Environmental Assessment of such Mortgaged
Property performed within the preceding 12 months by an Independent Person who
regularly conducts Environmental Assessments and/or the existence of an
environmental insurance policy covering such Mortgaged Property, that:

               (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property in compliance therewith is
      reasonably likely to produce a greater recovery on a present value basis
      than not taking such actions; and

               (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be paid by the Servicer as a
Servicing Advance. If any such Environmental Assessment so warrants, the Special
Servicer shall, at the expense of the Trust Fund, perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the second preceding sentence
have been satisfied.

            (e) If (i) the environmental testing contemplated by subsection (d)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Loan and (ii) there has been no breach
of any of the representations and warranties set forth in or required to be made
pursuant to Section 6 of the related Mortgage Loan Purchase Agreement for which
the Mortgage Loan Seller could be required to repurchase such Defaulted Loan
pursuant to Section 7 of the related Mortgage Loan Purchase Agreement, then the
Special Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund (and the B Loan Holder if in connection with a B
Loan, taken as a collective whole) and consistent with the Servicing Standard
(other than proceeding to acquire title to the Mortgaged Property) and is hereby
authorized at such time as it deems appropriate to release such Mortgaged
Property from the lien of the related Mortgage.

            (f) The Special Servicer shall provide a copy of any Environmental
Assessments to the Trustee, who shall forward such assessment to the Servicer
and the Certificate Owners of the Controlling Class with respect to any
Mortgaged Property securing a Defaulted Loan as to which the environmental
testing contemplated in subsection (c) above has revealed that either of the
conditions set forth in clauses (i) and (ii) of the first sentence thereof has
not been satisfied, in each case until the earlier to occur of satisfaction of
both such conditions, repurchase of the related Loan by the related Mortgage
Loan Seller or release of the lien of the related Mortgage on such Mortgaged
Property. The Trustee shall, upon request, forward all such reports to the
Certificateholders (at the expense of the requesting party) and each Rating
Agency.

            (g) The Special Servicer shall report to the Internal Revenue
Service and the related Borrower, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property related to
a Loan that it is required to service and which is abandoned or foreclosed, the
receipt of mortgage interests received in a trade or business and the
forgiveness of indebtedness with respect to any mortgaged property required by
Sections 6050J, 6050H and 6050P, respectively, of the Code. The Special Servicer
shall deliver a copy of any such report to the Trustee and the Servicer.

            (h) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Loan permit such an action.

            (i) The Special Servicer shall maintain accurate records, signed by
one of its Servicing Officers, of each Final Recovery Determination in respect
of a Defaulted Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee and the Servicer no later than the 10th Business Day following such
Final Recovery Determination.

            Section 3.10   Trustee to Cooperate; Release of Mortgage Files.

            (a) Upon the payment in full of any Loan, the purchase of an A Loan
by the B Loan Holder pursuant to the A/B Intercreditor Agreement, or the receipt
by the Servicer or the Special Servicer, as the case may be, of a notification
that payment in full shall be escrowed in a manner customary for such purposes,
the Servicer or Special Servicer, as the case may be, will immediately notify
the Trustee and request delivery of the related Mortgage File. Any such notice
and request shall be in the form of a Request for Release (and shall include two
copies) signed by a Servicing Officer (or in a mutually agreeable electronic
format that will, in lieu of a signature on its face, originate from a Servicing
Officer) and shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account or an A/B Loan Pair Custodial Account
pursuant to Section 3.04 (a) or remitted to the Servicer to enable such deposit,
have been or will be so deposited. Within seven Business Days (or within such
shorter period as release can reasonably be accomplished if the Servicer
notifies the Trustee of an exigency) of receipt of such notice and request, the
Trustee (or, to the extent provided in Section 3.01(b), the Servicer or the
Special Servicer, as applicable) shall execute such instruments of satisfaction,
deeds of reconveyance and other documents as shall have been furnished to it by
the Servicer, and the Trustee shall release and deliver the related Mortgage
File to the Servicer or Special Servicer, as the case may be. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account or any A/B Loan Pair
Custodial Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Loan, the Servicer or the Special Servicer shall deliver to the Trustee
two copies of a Request for Release signed by a Servicing Officer (or in a
mutually agreeable electronic format that will, in lieu of a signature on its
face, originate from a Servicing Officer). Upon receipt of the foregoing, the
Trustee shall deliver the Mortgage File or any document therein to the Servicer
or the Special Servicer (or a designee), as the case may be. Upon return of the
Mortgage File to the Trustee, the Trustee shall execute an acknowledgment of
receipt.

            (c) Within three Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the release of a Loan or REO Loan, or to
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Borrower on the Note or Mortgage
or to obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Note or Mortgage or otherwise available at law or in equity. The
Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required, that the
proposed action is in the best interest of the Certificateholders (and, in the
case of an A/B Loan Pair, the related B Loan Holder, taken as a collective
whole) and that the execution and delivery thereof by the Trustee will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.

            (d) From time to time as is appropriate for servicing or foreclosure
of any B Loan, the Servicer or Special Servicer, as applicable, subject to the
related A/B Intercreditor Agreement, may request the original of the related
Note from the related B Loan Holder.

            Section 3.11   Servicing Compensation.

            (a) As compensation for its activities hereunder, the Servicer shall
be entitled to receive the Servicing Fee (subject to the third and last
paragraphs of this Section 3.11(a)) with respect to each Mortgage Loan and REO
Loan (including Specially Serviced Mortgage Loans, Defeasance Mortgage Loans and
Additional Collateral Mortgage Loans) at the Servicing Fee Rate. The Servicing
Fee and the Primary Servicing Fee with respect to any Mortgage Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. The
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Mortgage Loan and REO Revenues allocable as interest on each
REO Loan. In no event will the Servicer or any Primary Servicer be entitled to
retain a servicing fee from the amount of any P&I Advance, regardless of whether
the related Borrower is obligated to reimburse Servicing Fees or Primary
Servicing Fees.

            The Servicer, on behalf of itself, the holder of the Excess
Servicing Strip and the Assignable Primary Servicing Fee or any Primary
Servicer, shall be entitled to recover unpaid Servicing Fees and Primary
Servicing Fees in respect of any Mortgage Loan or REO Loan (including any
Specially Serviced Mortgage Loan, Defeasance Mortgage Loan or Additional
Collateral Mortgage Loan) required to be serviced by it out of that portion of
related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and
REO Revenues (in the case of an REO Loan) allocable as recoveries of interest,
to the extent permitted by Section 3.05(a). Subject to the third, seventh and
last paragraphs of this Section 3.11(a), the right to receive the Servicing Fee
(and, except to the extent set forth in the Primary Servicing Agreement with
respect to a Primary Servicer and except as set forth in this Section 3.11(a),
the related Primary Servicing Fee) may not be transferred in whole or in part
except in connection with the transfer of all of the Servicer's responsibilities
and obligations under this Agreement. The Depositor confirms that the annual
fees of each Rating Agency allocable to the CSFB Loans and the PNC Loans have
been paid on or prior to the Closing Date by the CSFB Mortgage Loan Seller.

            Notwithstanding anything herein to the contrary, Midland (and its
successors and assigns) may at its option assign or pledge to any third party or
retain for itself the Excess Servicing Strip and the Assignable Primary
Servicing Fee; provided, however, that in the event of any resignation or
termination of Midland, all or any portion of the Excess Servicing Strip and/or
the Assignable Primary Servicing Fee may be reduced by the Trustee to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified successor Servicer and Primary Servicer with respect to the
Loans being primarily serviced by Midland (which successor may include the
Trustee) that meets the requirements of Section 6.4 and that requires market
rate servicing compensation that accrues at a per annum rate in excess of 0.005%
(0.50 basis points). The Servicer shall pay the Excess Servicing Strip and the
Assignable Primary Servicing Fee to the holder of the Excess Servicing Strip and
the Assignable Primary Servicing Fee (i.e., Midland or any such third party) at
such time and to the extent the Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of
Midland hereunder (subject to reduction pursuant to the preceding sentence).

            Additional servicing compensation in the form of (i) 50% of all
assumption application fees, 50% of all assumption fees paid by the Borrowers on
all Loans that are not Specially Serviced Loans (but only to the extent that all
amounts then due and payable with respect to such Loans have been paid), (ii)
charges for beneficiary statements or demands and amounts collected for checks
returned for insufficient funds and other ancillary amounts on Loans that are
not Specially Serviced Loans, (iii) 100% of commercially reasonable fees
received on or with respect to Loan modifications and extensions and similar
items on Loans that are not Specially Serviced Loans if the Servicer is solely
responsible for such modification, extension or similar item (unless the Special
Servicer's consent or approval is required hereunder, then 50% of such fees
shall be payable to Servicer and 50% of such fees shall be payable to Special
Servicer, or if the Special Servicer is solely responsible for such
modification, extension or similar item, then 100% of such fees shall be payable
entirely to the Special Servicer) pursuant to Section 3.08 and Section 3.20 (but
only to the extent actually collected from the related Borrower and only to the
extent that all amounts then due and payable after giving effect to any
modification with respect to the related Loan have been paid), (iv) reasonable
and customary consent fees and fees in connection with defeasance, if any, and
(v) other customary charges, in each case only to the extent actually paid by
the related Borrower, shall be retained by the Servicer and shall not be
required to be deposited in the Collection Account or an A/B Loan Pair Custodial
Account maintained by the Servicer pursuant to Section 3.04(a).

            The Servicer also shall be entitled to additional servicing
compensation in the form of: (i) Penalty Charges received on each Loan (other
than Specially Serviced Loans) but only to the extent actually paid by the
related Borrower and to the extent that all amounts then due and payable with
respect to such Loan (including outstanding interest on Advances accrued with
respect to such Loan) have been paid to the Servicer; (ii) interest or other
income earned on deposits relating to the Trust Fund in the Collection Account,
any A/B Loan Pair Custodial Account, any Cash Collateral Account, Interest
Reserve Account and any Lock-Box Account maintained by the Servicer in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each period from any
Distribution Date to the immediately succeeding P&I Advance Date); (iii)
Prepayment Interest Excess and Balloon Payment Interest Excess; and (iv)
interest earned on deposits in the Collection Account, Servicing Accounts and
all other accounts maintained by the Servicer that is not required by applicable
law or the related Loan to be paid to the Borrower. Notwithstanding anything to
the contrary in clause (i) of the first sentence of this paragraph or in the
penultimate paragraph of Section 3.11(b), (x) the Servicer shall be entitled to
that portion, if any, of a Penalty Charge collected on a Specially Serviced Loan
that accrued prior to the related Servicing Transfer Event and (y) if the
Special Servicer has partially waived any Penalty Charge part of which accrued
prior to the related Servicing Transfer Event, any collections in respect of
such Penalty Charge shall be shared pro rata by the Servicer and the Special
Servicer based on the respective portions of such Penalty Charge to which they
would otherwise have been entitled.

            In determining the compensation of the Servicer or Special Servicer,
as applicable, with respect to Penalty Charges, on any Distribution Date, the
aggregate Penalty Charges collected on any Mortgage Loan since the prior
Distribution Date shall be applied to reimburse (i) the Servicer or the Trustee
for interest on Advances with respect to such Mortgage Loan due with respect to
such Distribution Date and (ii) the Trust Fund for any Advance interest or
additional Trust Fund expenses (excluding any Special Servicing Fees, Workout
Fees and Liquidation Fees) with respect to the related Mortgage Loan incurred
since the Closing Date and not previously reimbursed out of Penalty Charges, and
any Penalty Charges remaining thereafter shall be distributed pro rata to the
Master Servicer and the Special Servicer based on the amount of Penalty Charges
the Servicer or Special Servicer would otherwise have been entitled to receive
during such period with respect to such Mortgage Loan without any such
application.

            Midland (and its successors and assigns) shall also be entitled to
receive all Primary Servicing Fees on any Mortgage Loan and REO Loan (including
any Specially Serviced Mortgage Loan, Additional Collateral Mortgage Loan and
Defeasance Mortgage Loan) which is not serviced by a Primary Servicer, computed
on the basis of the related Stated Principal Balance and for the same period and
in the same manner respecting which any related interest payment due (or deemed
to be due) on the related Mortgage Loan is computed. The right of Midland (and
its successors and assigns) to receive such Primary Servicing Fees in accordance
with the provisions hereof shall not be terminated under any circumstance,
including transfer of the servicing or subservicing of the Mortgage Loans to
another entity or the termination of the Servicer, except to the extent that any
portion of such Primary Servicing Fee is needed (as determined by the Trustee in
its discretion) to compensate any replacement primary servicer for assuming the
duties of Midland as Primary Servicer under this Agreement. Midland (and its
successors and assigns) shall be permitted to assign such Primary Servicing Fees
to any party without restriction, subject to the exception in the immediately
preceding sentence. Notwithstanding the foregoing, each Primary Servicer shall
be entitled to all Primary Servicing Fees on all Loans serviced under the
applicable Primary Servicing Agreement, whether or not any of such Loans shall
become Specially Serviced Loans.

            The Servicer shall not be entitled to any Servicing Fees or any
other compensation from the Trust Fund hereunder with respect to the CBA B
Loans.

            Except as specifically provided herein, the Servicer shall be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment
of any amounts due, except for premiums for any blanket Insurance Policy
insuring against hazard losses pursuant to Section 3.07), if and to the extent
such expenses are not payable directly out of the Collection Account or an A/B
Loan Pair Custodial Account, and the Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.

            Notwithstanding anything herein to the contrary, with respect to any
Loan with respect to which the Due Date immediately preceding any Distribution
Date (taking into account any applicable grace period) occurs after the related
Determination Date, the Servicer shall pay out of its own funds any Prepayment
Interest Shortfall or Balloon Interest Shortfall in full (not limited to the
Servicing Fee) resulting from a Principal Prepayment on such Loan on such Due
Date and the inability to distribute such Principal Prepayment to
Certificateholders until the Distribution Date occurring in the month following
the month of such Due Date.

            Notwithstanding the foregoing paragraphs of this Section 3.11, the
Servicing Fee calculated up to 0.005% per annum on any Loan, other than (i) a
Specially Serviced Loan, (ii) as a result of the payment of Insurance Proceeds
and Condemnation Proceeds, (iii) subsequent to a default under the related Loan
documents (provided that the Servicer reasonably believes that acceptance of
such prepayment is consistent with the Servicing Standard), (iv) pursuant to
applicable law or a court order, (v) at the request of or with the consent of
the Directing Certificateholder or (vi) as permitted by the related Loan
Documents, shall be reduced by the Prepayment Interest Shortfall, if any, on
such Loan for such Distribution Date; provided, however, that with respect to
any Additional Collateral Mortgage Loans as to which Additional Collateral is
paid as a Principal Prepayment, neither the Servicing Fee on such Loan, nor the
investment income earned on any such Principal Prepayment, shall be reduced by
the Prepayment Interest Shortfall. In the event that Midland is terminated or
resigns as Servicer, it (and its successors and assigns) will be entitled to
retain the Excess Servicing Strip and the Assignable Primary Servicing Fee,
except to the extent that any portion of such Excess Servicing Strip or the
Assignable Primary Servicing Fee is needed (as determined by the Trustee in its
discretion) to compensate any replacement Servicer for assuming the duties of
Midland under this Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Loan and REO Loan. As to each such Specially Serviced
Loan and REO Loan, the Special Servicing Fee shall accrue at the Special
Servicing Fee Rate (in accordance with the same terms of the related Note as are
applicable to the accrual of interest at the Mortgage Rate) and shall be
computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan and for the same period respecting which any related interest payment due
on such Specially Serviced Loan or deemed to be due on such REO Loan is
computed. The Special Servicing Fee with respect to any Specially Serviced Loan
or REO Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. The Special Servicing Fee shall be payable monthly, on a loan-by-loan
basis, to the extent permitted by Section 3.05(a). The right to receive the
Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer's responsibilities
and obligations under this Agreement.

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate. The "Workout Fee Rate" means 1.0% for any Loan, applied to
each collection of interest and principal (including scheduled payments,
prepayments, Balloon Payments and payments at maturity) received on such Loan
for so long as it remains a Corrected Loan. The Workout Fee with respect to any
Corrected Loan will cease to be payable if such Loan again becomes a Specially
Serviced Loan; provided that a new Workout Fee will become payable if and when
such Loan again becomes a Corrected Loan. The Special Servicer shall be entitled
to receive a Workout Fee in respect of a condemnation of a Mortgaged Property
from Insurance and Condemnation Proceeds. If the Special Servicer is terminated
or resigns, it shall retain the right to receive any and all Workout Fees
payable with respect to Loans (i) any Mortgage Loan that became a Corrected
Mortgage Loan during the period that it acted as Special Servicer and were still
such at the time of such termination or resignation and (ii) any Specially
Serviced Mortgage Loan for which the Special Servicer has resolved the
circumstances and/or conditions causing any such Mortgage Loan to be a Specially
Serviced Mortgage Loan such that the related Borrower has made at least one
timely Monthly Payment as of the date of such termination or resignation and
such Mortgage Loan otherwise meets the requirements of a Corrected Mortgage
Loan, with the Workout Fee with respect to such Mortgage Loan payable only after
such requirements have been met (and any successor Special Servicer shall not be
entitled to any portion of such Workout Fees), in each case until the Workout
Fee for any such loan ceases to be payable in accordance with the preceding
sentence.

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the Special
Servicer receives any Liquidation Proceeds subject to the exceptions set forth
in the definition of Liquidation Fee. As to each Specially Serviced Loan or REO
Loan, the Liquidation Fee will be payable out of, and will be calculated by
application of a "Liquidation Fee Rate" of 1.0% for any Loan, in each case
expressed as a percentage of net liquidation proceeds received with respect to
such Specially Serviced Loan or REO Loan.

            Notwithstanding anything to the contrary described above, no
Liquidation Fee will be payable based on, or out of, Liquidation Proceeds
received in connection with the repurchase of any Loan by the Mortgage Loan
Seller for a Material Breach or by the Mortgage Loan Seller for a Material
Document Defect, so long as such Loan is repurchased by the Mortgage Loan Seller
within 180 days of its receipt of notice of such Breach or Defect, the purchase
of any Specially Serviced Loan by the Special Servicer, the purchase of any CBA
A Loan by the related CBA B Loan Holder pursuant to the related A/B
Intercreditor Agreement (within the time frame therein specified) the purchase
by the Holders of the Class V Certificates of any ARD Loan pursuant to Section
9.03 or the purchase of all of the Loans and REO Properties in connection with
an optional termination of the Trust Fund pursuant to Section 9.01. If, however,
Liquidation Proceeds are received with respect to any Corrected Loan and the
Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be
payable based on and out of the portion of such Liquidation Proceeds that
constitute principal and/or interest on such Loan.

            The Special Servicer will also be entitled to additional servicing
compensation in the form of (i) 50% of all assumption fees, modification fees
and any other fees paid by Borrowers on all Loans that are not Specially
Serviced Loans (but only to the extent that the Special Servicer's consent or
approval is required and that all amounts due and payable with respect to such
Loans have been paid) and 100% of all assumption fees, modification fees,
extension fees, charges for beneficiary statements, demands and other amounts
paid by Borrowers on all Specially Serviced Loans (but only to the extent that
all amounts due and payable with respect to such Loans have been paid) and (ii)
Penalty Charges on each Specially Serviced Loan (but only to the extent actually
collected from the related Borrower and to the extent that all amounts then due
and payable with respect to such Specially Serviced Loan (including outstanding
interest on all Advances accrued with respect to such Specially Serviced Loan)
have been paid to the Special Servicer). The Special Servicer shall remit to the
Servicer all Penalty Charges with respect to a Specially Serviced Loan collected
by the Special Servicer that accrued prior to a Servicing Transfer Event and the
Servicer shall remit to the Special Servicer all Penalty Charges with respect to
a Mortgage Loan that accrued while such Mortgage Loan was a Specially Serviced
Mortgage Loan. The Special Servicer shall be required to pay out of its own
funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts, other than
management fees in respect of REO Properties, due and owing to any of its
Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it
insuring against hazard losses pursuant to Section 3.07) that are not payable
directly out of the Collection Account or the REO Account. The Special Servicer
shall not be entitled to reimbursement for any expenses incurred by it except as
expressly provided in this Agreement.

            The Special Servicer shall be entitled to such compensation with
respect to the B Loans as is provided under the respective A/B Intercreditor
Agreements; provided that, in no such case, shall the payment of any such
compensation reduce amounts otherwise payable to the Certificateholders with
respect to the related A Loan.

            Section 3.12  Reports to the Trustee; Collection Account
Statements.

            (a) The Servicer shall deliver to the Trustee and the Special
Servicer, no later than 1:00 p.m. New York City time on the second Business Day
prior to each related Distribution Date, the CMSA Loan Periodic Update File,
with respect to the related Distribution Date. The Servicer shall
contemporaneously provide a copy of such report as it relates to the a B Loan to
the B Loan Holder. As to each Mortgage Loan, the Servicer shall provide to the
Special Servicer, by the close of business on each Distribution Date and in a
mutually agreeable electronic format, the amount of each outstanding Advance and
the interest accrued thereon as of such Distribution Date. The Servicer's
responsibilities under this Section 3.12(a) with respect to Specially Serviced
Mortgage Loans and REO Loans shall be subject to the satisfaction of the Special
Servicer's obligations under Section 3.21.

            (b) For so long as the Servicer makes deposits into and withdrawals
from the Collection Account maintained by it, not later than 30 days after each
Distribution Date, the Servicer shall forward to the Trustee by electronic means
a statement setting forth the status of its Collection Account (and, shall
deliver to each B Loan Holder a statement setting forth the status of the
related A/B Loan Pair Custodial Account) as of the close of business on the last
Business Day of the related Due Period showing the aggregate amount of deposits
into and withdrawals from such Collection Account (or, in the case of the 1633
Broadway Loan, the aggregate amount of deposits into and withdrawals from the
A/B Loan Pair Custodial Account) of each category of deposit specified in
Section 3.04 and each category of withdrawal specified in Section 3.05 for the
related Due Period.

            (c) No later than 1:00 p.m. New York City time the Servicer
Remittance Date, the Servicer shall deliver or cause to be delivered to the
Trustee the following reports (and, if applicable, the related REO Properties,
providing the required information as of the related Determination Date): (i) a
CMSA Comparative Financial Status Report, (ii) a CMSA Delinquent Loan Status
Report; (iii) a CMSA Historical Loan Modification Report; (iv) a CMSA Historical
Liquidation Report; and (v) a CMSA REO Status Report. Such reports shall be in a
CMSA electronic format reasonably acceptable to both the Trustee and the
Servicer. The Servicer and Special Servicer (with respect to Specially Serviced
Loans) shall also deliver or cause to be delivered to the Trustee (only with
respect to the Servicer) and the Servicer on the Servicer Remittance Date, the
CMSA Property File.

            The reporting obligations of the Servicer in connection with an A
Loan shall be construed to require the Servicer to only provide information
regarding the related A Note only, but whenever the Servicer remits funds to the
B Loan Holder, it shall thereupon deliver to such holder a remittance report
identifying the amounts in such remittance. The Servicer shall contemporaneously
with any related delivery to the Trustee or the Special Servicer, as applicable,
provide any such reports which contain information related to the related
Mortgaged Property or financial information regarding the borrower to the B Loan
Holder.

            On the next Business Day succeeding the date received by the
Servicer from the Depositor, the Servicer shall deliver to the Trustee by
electronic means the CMSA Loan Set-Up File.

            The Servicer's responsibilities under this Section 3.12(c) with
respect to REO Loans and Specially Serviced Loans shall be subject to the
satisfaction of the Special Servicer's obligations under Section 3.12(f). In the
absence of manifest error, the Servicer shall be entitled to conclusively rely
upon, without investigation or inquiry, the information and reports delivered to
it by the Special Servicer, and the Trustee shall be entitled to conclusively
rely upon the Servicer's reports and the Special Servicer's reports without any
duty or obligation to recompute, verify or recalculate any of the amounts and
other information stated therein.

            (d) The Servicer shall deliver or cause to be delivered to the
Trustee the following materials (and shall contemporaneously provide a copy of
such materials and related reports as they relate to an A Loan to the B Loan
Holder), in each case to the extent that such materials or the information on
which they are based are required to be delivered pursuant to the Loan Documents
and have been received by the Servicer:

               (i) Commencing March 31, 2003, with respect to each Loan and REO
      Loan (to the extent timely received from the Special Servicer pursuant to
      Section 3.12(f) in the case of any Specially Serviced Loan or REO Loan), a
      CMSA Operating Statement Analysis Report, on a monthly basis, and CMSA NOI
      Adjustment Worksheet, on an annual basis, for the related Mortgaged
      Property or REO Property as of the end of the preceding fiscal year,
      together with copies of the operating statements and rent rolls (but only
      to the extent the related Borrower delivers such information to the
      Servicer and, with respect to operating statements and rent rolls for
      Specially Serviced Loans and REO Properties, to the extent timely
      delivered by the Special Servicer to the Servicer), for the related
      Mortgaged Property or REO Property as of the end of the preceding fiscal
      year. The Servicer shall use its reasonable best efforts (but shall not be
      required to institute litigation) to obtain said annual operating
      statements, rent rolls with respect to each of such Loans, other than
      Specially Serviced Loans or REO Loans, which efforts shall include sending
      a letter to the related Borrower each quarter (followed up with telephone
      calls) requesting such annual operating statements, rent rolls and
      maintenance schedules until they are received, to the extent such action
      is consistent with applicable law, the terms of such Loans and the
      Servicing Standard.

               (ii) On a monthly basis, commencing six months following the
      Closing Date, with respect to each Loan and REO Loan, a CMSA Financial
      File, which will be updated monthly and will include the operating
      statements received from the related Borrower without any adjustments
      (except for each Loan's annual review in connection with the CMSA NOI
      Adjustment Worksheet).

            (e) No later than 1:00 p.m. New York City time on each Servicer
Remittance Date, the Servicer shall prepare and deliver to the Trustee (and
solely with respect to the 1633 Broadway Loan if it is listed on the CMSA
Servicer Watch List, the B Loan Holder), the Rating Agencies and the Special
Servicer, a CMSA Servicer Watch List of all Loans that the Servicer has
determined are in jeopardy of becoming a Specially Serviced Loan, (ii) upon
request, the Maturing Loan Report listing all Balloon Loans and ARD Loans that
have a Maturity Date occurring in the next 90 days and (iii) upon request, a
Financial Statements Report listing all Loans for which annual financial
statements have not been received as of the time of the request.

            (f) By 4:00 p.m., New York City time, on each Determination Date,
the Special Servicer shall deliver, or cause to be delivered, to the Servicer
the following reports with respect to the Specially Serviced Loans (and, if
applicable, the related REO Properties): (i) a CMSA Delinquent Loan Status
Report; (ii) a CMSA Historical Loss Estimate Report; (iii) a CMSA Historical
Loan Modification Report; (iv) a CMSA REO Status Report; (v) the CMSA Property
File; and (vi) CMSA Comparative Financial Status Report with respect to all
Specially Serviced Loans. The CMSA Delinquent Loan Status Report shall provide
information as of two Business Days preceding such Determination Date. The CMSA
Historical Loss Estimate Report, CMSA Historical Loan Modification Report, CMSA
REO Status Report, CMSA Property File and CMSA Comparative Financial Status
Reports shall provide information as of four Business Days prior to such
Determination Date. Such reports shall be presented in writing and in a medium
and format reasonably acceptable to both the Servicer and the Special Servicer.

            (g) The Special Servicer shall deliver or cause to be delivered to
the Servicer and, upon the request of the Trustee, the Depositor, the Directing
Certificateholder, the B Loan Holder or any Rating Agency, to any such
requesting party, the following materials, in each case to the extent that such
materials or the information on which they are based are required to be
delivered by the Borrower pursuant to the Loan Documents and have been received
by the Special Servicer:

               (i) On or before April 30 of each year, commencing in April 30,
      2003, with respect to each Specially Serviced Loan and REO Loan, a CMSA
      Operating Statement Analysis Report, on a monthly basis, and a CMSA NOI
      Adjustment Worksheet, on an annual basis, both in written form and in
      electronic format reasonably acceptable to the Servicer, the Special
      Servicer and the Trustee for the related Mortgaged Property or REO
      Property as of the end of the preceding calendar year (but only to the
      extent the Special Servicer has received such information from the
      Servicer at the time of the servicing transfer pursuant to Section 3.21
      necessary to prepare the related CMSA Operating Statement Analysis and
      CMSA NOI Adjustment Worksheet on a prospective basis), together with
      copies of the operating statements and rent rolls for the related
      Mortgaged Property or REO Property as of the end of the preceding calendar
      year. The Special Servicer shall use its reasonable efforts (but shall not
      be required to institute litigation) to obtain said annual operating
      statements and rent rolls with respect to each Mortgaged Property
      constituting security for a Specially Serviced Loan and each REO Property,
      which efforts shall include sending a letter to the related Borrower or
      other appropriate party each quarter (followed up with telephone calls)
      requesting such annual operating statements and rent rolls until they are
      received.

            (h) In addition to the foregoing, on or before the first anniversary
of the Closing Date, the Servicer shall deliver to the Special Servicer and
Directing Certificateholder a Reserve Report. Immediately following delivery of
such report if the work or project related to such Reserve Payment is not
complete in accordance with the requirements of the escrow, the Servicer will
consult with the Special Servicer as to whether there exists a material default
under the underlying Loan documents relating to such mortgage loan.

            (i) The Servicer shall, with the reasonable cooperation of the other
parties hereto, deliver to each CBA B Loan Holder all documents, statements,
reports and information with respect to the related CBA B Loan and/or the
related Mortgaged Property as may be required under the related A/B
Intercreditor Agreement.

            (j) The Unrestricted Servicer Reports, the Restricted Servicer
Reports and certain other portfolio and Loan information related to the Loans
may be available at the website of the Servicer.

            Section 3.13   Annual Statement as to Compliance.

            The Servicer and the Special Servicer (the "reporting person") each
shall deliver to the Trustee who shall upon request deliver a copy to the
Depositor and the Rating Agencies, on or before April 30 of each year (or March
15 (March 20 with respect to the Special Servicer) if a form 10-K is required to
be filed by the Trust), beginning with April 30, 2003 (or March 15, or March 20
as applicable), an Officer's Certificate stating, as to each signatory thereof,
(i) that a review of the servicing operations of the reporting person during the
preceding calendar year (or such shorter period from the Closing Date to the end
of the related calendar year) and of its performance under this Agreement has
been made under such officer's supervision, (ii) that, to the best of such
officer's knowledge, based on such review, the reporting person has fulfilled
all of its obligations under this Agreement in all material respects throughout
such year (or such shorter period), or, if there has been a material default in
the fulfillment of any such obligation, specifying each such default known to
such officer, the nature and status thereof and what action it proposes to take
with respect thereto, and (iii) whether it has received any notice regarding
qualification, or challenging the status, of either Trust REMIC as a REMIC from
the IRS or any other governmental agency or body. The Trustee shall deliver such
Officer's Certificate, upon request, to any Certificateholder. If the same
entity acts as Servicer and Special Servicer, the foregoing may be delivered as
a single report.

            Section 3.14   Reports by Independent Public Accountants.

            On or before March 15 (or March 20 with respect to the Special
Servicer) of each year, beginning with March 15 or 20, 2003, the Servicer and
the Special Servicer (the "reporting person"), each at the reporting person's
expense, shall cause a firm of nationally recognized Independent public
accountants (who may also render other services to the reporting person) which
is a member of the American Institute of Certified Public Accountants ("AICPA")
to furnish a statement (an "Accountant's Statement") to the Trustee, the
Depositor and the Rating Agencies, to the effect that such firm has examined the
servicing operations of the Servicer or Special Servicer, as applicable, and
that, on the basis of such examination conducted substantially in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FHLMC, the Servicer or Special Servicer, as
the case may be, complied with the minimum servicing standards identified in the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC, in all material respects, except for such
significant exceptions or errors in records that, in the opinion of such firm,
the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program
for Mortgages serviced for FHLMC require it to report, in which case such
exceptions and errors shall be so reported and that it has obtained from the
Servicer or the Special Servicer a letter of representation regarding certain
matters including an assertion by the Servicer or the Special Servicer as to
clause (ii) in the immediately preceding paragraph and on the basis of such
examination in accordance with the standards established by the AICPA, such
assertion is fairly stated in all material respects. If the same entity acts as
Servicer and Special Servicer, the foregoing may be delivered as a single
certificate.

            In rendering such statement, such firm may rely, as to matters
relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable
statements for examinations conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers (rendered within one
year of such statement) of independent public accountants with respect to the
related Sub-Servicer.

            Section 3.15   Access to Certain Information.

            Each of the Servicer and the Special Servicer shall provide
reasonable access during its normal business hours at each of its principal
servicing offices to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, the Trustee, to the
Servicer or to the Special Servicer, as applicable, and to the OTS, the FDIC,
the Federal Reserve Board and the supervisory agents and examiners of such
boards and such corporations, and any other federal or state banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, access to any documentation regarding the Loans and the Trust
Fund within its control which may be required by this Agreement or by applicable
law.

            Such access shall be afforded without charge (except that the
Servicer and the Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the Servicer or the Special Servicer, as the case may be, designated by it.
Nothing in this Section 3.15 shall detract from the obligation of the Servicer
and the Special Servicer to observe any applicable law or agreement prohibiting
disclosure of information with respect to the Borrowers, and the failure of the
Servicer or the Special Servicer to provide access as provided in this Section
3.15 as a result of such obligation shall not constitute a breach of this
Section 3.15. Nothing herein shall be deemed to require the Servicer or Special
Servicer to confirm, represent or warrant the accuracy of any other Persons'
information or report, included in any communication from the Servicer, the
Special Servicer or Borrower. Notwithstanding the above, the Servicer and
Special Servicer shall not have any liability to the Depositor, the Trustee, any
Certificateholder, any Certificate Owner, the Initial Purchaser, the
Underwriters, any Rating Agency or any Person to whom it delivers information
pursuant to and in accordance with this Section 3.15 or any other provision of
this Agreement for federal, state or other applicable securities law violations
relating to the disclosure of such information. The Servicer and the Special
Servicer may each deny any of the foregoing persons access to confidential
information or any intellectual property which the Servicer or the Special
Servicer is restricted by license or contract from disclosing. Notwithstanding
the foregoing, the Servicer and the Special Servicer shall maintain separate
from such confidential information and intellectual property, all documentation
regarding the Loans that is not confidential.

            Section 3.16   Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee (or its nominee) on behalf of
the Certificateholders (and for the benefit of the related B Loan Holder if such
REO Property is related to an A/B Loan Pair). The Special Servicer, on behalf of
the Trust Fund (and for the benefit of the related B Loan Holder if such REO
Property is related to an A/B Loan Pair), shall attempt to sell any REO Property
prior to the close of the third calendar year beginning after the year in which
the Trust Fund acquires ownership of such REO Property for purposes of Section
860G(a)(8) of the Code, unless the Special Servicer either (i) is granted an
extension of time (an "REO Extension") by the Internal Revenue Service to sell
such REO Property (a copy of which shall be delivered to the Trustee) or (ii)
obtains for the Trustee an Opinion of Counsel (the cost of which shall be paid
as a Servicing Advance), addressed to the Trustee, to the effect that the
holding by the Trust Fund of such REO Property after such period will not result
in the imposition of taxes on "prohibited transactions" of the Trust Fund or
either Trust REMIC as defined in Section 860F of the Code or cause either Trust
REMIC to fail to qualify as a REMIC for federal or applicable state tax purposes
at any time that any Uncertificated Lower-Tier Interests or Certificates are
outstanding. If the Special Servicer is granted the REO Extension or obtains the
Opinion of Counsel contemplated by clause (ii) above, the Special Servicer shall
sell such REO Property within such period as is permitted by such REO Extension
or such Opinion of Counsel. Any expense incurred by the Special Servicer in
connection with its being granted the REO Extension or its obtaining the Opinion
of Counsel contemplated by clause (ii) above shall be an expense of the Trust
Fund payable out of the Collection Account pursuant to Section 3.05(a), or, if
applicable, out of an A/B Loan Pair Custodial Account pursuant to Section 3.05.

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders (and
the B Loan Holder if such REO Property is related to the 1633 Broadway Loan) and
the Trustee (as holder of the Uncertificated Lower-Tier Interests), for the
retention of revenues and other proceeds derived from each REO Property. Any REO
Account shall be an Eligible Account. The Special Servicer shall deposit, or
cause to be deposited, in the applicable REO Account, within two Business Days
after receipt, all REO Revenues, Insurance and Condemnation Proceeds and
Liquidation Proceeds (net of Liquidation Expenses) received in respect of an REO
Property. Funds in any REO Account may be invested only in Permitted Investments
in accordance with Section 3.06. The Special Servicer shall be entitled to make
withdrawals from the REO Account to pay itself, as additional servicing
compensation in accordance with Section 3.11(d), interest and investment income
earned in respect of amounts held in the REO Account as provided in Section
3.06(b) (but only to the extent of the Net Investment Earnings with respect to
the REO Account for any Collection Period). The Special Servicer shall give
notice to the Trustee and the Servicer of the location of the REO Account when
first established and of the new location of the REO Account prior to any change
thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On each Determination Date, the
Special Servicer shall withdraw from the REO Account and deposit into the
Collection Account (or, if the subject REO Property relates to an A/B Loan Pair,
into the related A/B Loan Pair Custodial Account), or deliver to the Servicer
for deposit into the Collection Account (or, if the subject REO Property relates
to an A/B Loan Pair, into the related A/B Loan Pair Custodial Account), the
aggregate of all amounts received in respect of each REO Property during the
most recently ended Due Period, net of any withdrawals made out of such amounts
pursuant to the preceding sentence; provided, however, that the Special Servicer
may retain in such REO Account, in accordance with the Servicing Standard, such
portion of such balance as may be necessary to maintain a reasonable reserve for
repairs, replacements, leasing, management and tenant improvements and other
related expenses for the related REO Property. In addition, on each
Determination Date, the Special Servicer shall provide the Servicer with a
written accounting of amounts deposited in the Collection Account on such date.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).

            Section 3.17   Management of REO Property.

            (a) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders (and for the benefit of the holder of the B
Loan Holder if such REO Property is related to an A/B Loan Pair) and the Trustee
(as Holder of the Uncertificated Lower-Tier Interests) solely for the purpose of
its timely disposition and sale in a manner that does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by the Trust Fund of any
"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)
of the Code. Subject to the foregoing, however, the Special Servicer shall have
full power and authority to do any and all things in connection therewith as are
in the best interests of and for the benefit of the Certificateholders (and for
the benefit of the holder of the B Loan Holder if such REO Property is related
to an A/B Loan Pair) and the Trustee (as Holder of the Uncertificated Lower-Tier
Interests) (as determined by the Special Servicer in its good faith and
reasonable judgment) and, consistent therewith, shall withdraw from the REO
Account, to the extent of amounts on deposit therein with respect to such REO
Property, funds necessary for the proper operation, management, leasing and
maintenance of such REO Property, including, without limitation:

            (i) all Insurance Policy premiums due and payable in respect of such
      REO Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property, if
      applicable; and

            (iv) all costs and expenses necessary to maintain, dispose of,
      protect, manage, operate, restore and lease such REO Property.

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, subject to Section
3.03(c), the Servicer shall advance from its own funds, as a Servicing Advance,
such amount as is necessary for such purposes unless (as evidenced by an
Officer's Certificate delivered to the Trustee and the Depositor) if such
advances would, if made, constitute Nonrecoverable Servicing Advances.

            (b) Without limiting the generality of the foregoing, the Special
Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property, if the New Lease by its terms will
      give rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property,
      other than the repair or maintenance thereof or the completion of a
      building or other improvement thereon, and then only if more than 10% of
      the construction of such building or other improvement was completed
      before default on the related Loan became imminent, all within the meaning
      of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, or allow any other Person, other than an
      Independent Contractor, to Directly Operate, any REO Property on any date
      more than 90 days after its Acquisition Date;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance)
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel. Except as limited above in this Section 3.17 and by Section 3.17(c),
the Special Servicer shall be permitted to cause the Trust Fund to earn "net
income from foreclosure property," subject to the Servicing Standard, if it
determines, and so advises the Trustee in writing, that such method of operation
is expected to provide a greater recovery to Certificateholders on a net
after-tax basis than a different method of operating or net leasing such REO
Property that would not subject the related REMIC to tax.

            (c) The Special Servicer may, and to the extent necessary to (i)
preserve the status of the REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall contract
with any Independent Contractor for the operation and management of any REO
Property within 90 days of the Acquisition Date thereof, provided that:

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be an
      expense of the Trust Fund) shall be reasonable and customary in light of
      the nature and locality of the Mortgaged Property;

            (iii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor (A) pay out of related REO
      Revenues all costs and expenses incurred in connection with the operation
      and management of such REO Property, including, without limitation, those
      listed in subsection (a) hereof, and (B) remit all related revenues
      collected (net of its fees and such costs and expenses) to the Special
      Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(c) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of any
      such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

            (d) When and as necessary, the Special Servicer shall send to the
Trustee and the Servicer a statement prepared by the Special Servicer setting
forth the amount of net income or net loss, as determined for federal income tax
purposes, resulting from the operation and management of a trade or business on,
the furnishing or rendering of a non-customary service to the tenants of, or the
receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Sections 3.17(a) and 3.17(b).

            Section 3.18   Sale of Defaulted Loans and REO Properties.

            (a) Each of the Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Defaulted Mortgage Loan
or REO Property only on the terms and subject to the conditions set forth in
this Section 3.18 or as otherwise expressly provided in or contemplated by
Section 2.03(b), Section 9.01, and/or, in the case of an A Loan, the related A/B
Intercreditor Agreement.

            (b) If any Mortgage Loan becomes a Defaulted Mortgage Loan, then the
Servicer shall promptly so notify in writing the Trustee, the Special Servicer
and the Directing Certificateholder, and with respect to the 1633 Broadway Loan,
the B Loan Holder. The Directing Certificateholder and the Special Servicer, in
that order, may, at its option, purchase any Defaulted Mortgage Loan out of the
Trust Fund at a cash price equal to the applicable Purchase Price. The Directing
Certificateholder and the Special Servicer, in that order, may, after receipt of
the notice described in the first sentence of this Section 3.18(b), assign its
option under the preceding sentence to any party (including, without limitation,
in connection with an A Loan, the related B Loan Holder, provided that however,
none of the Trustee, Servicer, Special Servicer or Directing Certificateholder
will provide the B Loan Holder with the Fair Value), provided that the Directing
Certificateholder, in connection therewith, shall deliver to the Trustee and the
Special Servicer a copy of the related written assignment executed by the
Directing Certificateholder, provided, further, that with respect to an A Loan,
the option holder's rights under this Section 3.18(b) are subject to the rights
of the related B Loan Holder to purchase the A Loan pursuant to the terms of the
related A/B Intercreditor Agreement. The option shall be exercisable in any
month from the 10th calendar day of such calendar month through the 25th
calendar day, inclusive, of such month. The option with respect to an A Loan
shall terminate upon the purchase of the A Loan by the related B Loan Holder
pursuant to the related A/B Intercreditor Agreement. Any option holder that
exercises the option will be required to purchase the Loan on the 4th Business
Day following the exercise of the option. The purchase price for any Defaulted
Mortgage Loan purchased under this Section 3.18(b) shall be deposited into the
Collection Account, and the Trustee, upon receipt of an Officer's Certificate
from the Servicer to the effect that such deposit has been made, shall release
or cause to be released to the Certificateholder(s) effecting such purchase (or
to its or their designee) the related Mortgage File, and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in
such Certificateholder(s) ownership of such Mortgage Loan. In connection with
any such purchase, the Special Servicer shall deliver the related Servicing File
(to the extent it is in the Special Servicer's possession) to the
Certificateholder(s) effecting such purchase (or to its or their designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Mortgage Loan will automatically terminate upon (i) the related
Borrower's cure of all defaults on the Defaulted Mortgage Loan, (ii) the
acquisition on behalf of the Trust of title to the related Mortgaged Property by
foreclosure or deed in lieu of foreclosure, (iii) the modification, waiver or
pay-off (full or discounted) of the Defaulted Mortgage Loan in connection with a
workout, (iv) the repurchase of such Mortgage Loan by the Mortgage Loan Seller
or (v) such Defaulted Mortgage Loan becoming a Corrected Mortgage Loan.

            The purchase price for any Defaulted Mortgage Loan purchased under
this Section 3.18(b) shall, (i) pending determination of the Fair Value thereof
pursuant to the succeeding sentence, be the Purchase Price calculated in
accordance with the definition of Purchase Price, plus any prepayment
consideration or yield maintenance charge then payable with respect to such
Defaulted Loan and the reasonable fees and expenses of the Servicer, Special
Servicer and Trustee in connection with such sale, and (ii) following
determination of the Fair Value pursuant to the succeeding sentence, be the Fair
Value. The Special Servicer shall promptly obtain an Appraisal (unless it has an
Appraisal that is less than 12 months old and has no actual knowledge of, or
notice of, any event which in the Special Servicer's judgment would materially
affect the validity of such Appraisal), and shall, within the later of (i) 75
days following the date on which a Mortgage Loan becomes a Defaulted Mortgage
Loan and (ii) the date which is 75 days after the Special Servicer's receipt of
the related Servicing File and Mortgage File, determine the "Fair Value" thereof
in accordance with the Servicing Standard. In determining the Fair Value of any
Defaulted Mortgage Loan the Special Servicer shall take into account, among
other factors, whether to the Special Servicer's actual knowledge the Mortgage
Loan is in default to avoid a prepayment restriction, the period and amount of
the delinquency on such Mortgage Loan, the occupancy level and physical
condition of the related Mortgaged Property, the state of the local economy in
the area where the Mortgaged Property is located, the expected recoveries from
such Mortgage Loan if the Special Servicer were to pursue workout or foreclosure
strategies instead of the purchase option being exercised. In addition, the
Special Servicer shall refer to all relevant information contained in the
Servicing File, including (a) the most recent Appraisal obtained or conducted
with respect to the related Mortgaged Property and (b) available objective
third-party information obtained from generally available sources, as well as
information obtained from vendors providing real estate services to the Special
Servicer, concerning the market for distressed real estate loans and the real
estate market for the subject property type in the area where the related
Mortgaged Property is located based on the Appraisal, provided that Special
Servicer shall have no affirmative duty to obtain the information described in
clause (b) above. The Special Servicer must give prompt written notice of its
Fair Value determination to the Trustee, the Servicer and the Directing
Certificateholder.

            The Special Servicer shall be required to change from time to time
thereafter, its determination of the Fair Value of a Defaulted Mortgage Loan
based upon changed circumstances, new information (including, without
limitation, any offer to purchase such Defaulted Mortgage Loan by the related B
Loan Holder pursuant to the A/B Intercreditor Agreement or otherwise that have a
material effect on the Fair Value, in accordance with the Servicing Standard. If
the most recent Fair Value calculation was made more than 60 days prior to the
exercise date of a purchase option (under this Section 3.18(b) or Section
3.18(c)), then the Special Servicer shall confirm or revise the Fair Value
determination, which Fair Value may be higher or lower. Any such recalculation
will be deemed to renew the option in the original priority at the recalculated
price with respect to any party that previously waived its option or whose
option expired unless the option has previously been exercised. If the Special
Servicer, the holder of the Certificates representing the greatest percentage
interest in the Controlling Class or an Affiliate of either thereof elects to
exercise the option, the Servicer shall be required to determine whether the
option Purchase Price constitute a fair price for the Mortgage Loan. Upon
request of the Special Servicer to make such a determination, the Servicer will
do so within a reasonable period of time (but in no event more than 15 Business
Days). In doing so, the Servicer may rely on the opinion of an Appraiser or
other expert in real estate matters retained by the Servicer at the expense of
the party exercising the option. The Servicer may also rely on the most recent
Appraisal of the related Mortgaged Property that was prepared in accordance with
this Agreement. If the Servicer were to determine that the option Purchase Price
does not constitute a fair price, then the Special Servicer shall redetermine
the Fair Value taking into account the objections of the Servicer.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Mortgage Loan is exercised, the Special Servicer will be required
to pursue such other resolution strategies available hereunder, including
workout and foreclosure, consistent with the Servicing Standard, but the Special
Servicer will not be permitted to sell the Defaulted Mortgage Loan other than
pursuant to the exercise of such purchase option.

            (c) If the Directing Certificateholder or an assignee thereof has
not purchased any Defaulted Mortgage Loan provided in Section 3.18(b) within 3
Business Days of such Holders' having received notice of the calculation of Fair
Value pursuant to Section 3.18(b), the option holder's right shall expire and
the Trustee shall promptly send notice to the Special Servicer that such Loan
was not purchased by such Directing Certificateholder, and the Special Servicer
may, at its option, within 3 Business Days after receipt of such notice,
purchase such Mortgage Loan out of the Trust Fund at the price described in the
third preceding paragraph. The amount paid for any such Mortgage Loan purchased
under this Section 3.18(c) shall be deposited into the Collection Account, and
the Trustee, upon receipt of an Officer's Certificate from the Servicer to the
effect that such deposit has been made, shall release or cause to be released to
the Special Servicer the related Mortgage File, and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be provided to it and are reasonably necessary to vest in the Special
Servicer (or the option holder) the ownership of such Mortgage Loan. Upon the
expiration of the right of the Special Servicer to purchase such Defaulted Loan,
the Directing Certificateholder shall have such option, exclusively for the
remainder of that month.

            (d) The Special Servicer shall use reasonable efforts to solicit
bids for each REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.16(a). The
Special Servicer shall accept the highest cash bid received from any Person for
such REO Property in an amount at least equal to the Purchase Price therefor;
provided, however, that in the absence of any such bid, the Special Servicer
shall accept the highest cash bid received from any Person that is determined by
the Special Servicer to be a fair price for such REO Property. If the Special
Servicer reasonably believes that it will be unable to realize a fair price for
any REO Property within the time constraints imposed by Section 3.16(a), then
the Special Servicer shall dispose of such REO Property upon such terms and
conditions as the Special Servicer shall deem necessary and desirable to
maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received. If the Special Servicer determines with respect to any REO
Property that the offers being made with respect thereto are not in the best
interests of the Certificateholders (or the related B Loan Holder if such REO
Property is related to an A/B Loan Pair) and that the end of the period referred
to in Section 3.16(a) with respect to such REO Property is approaching, the
Special Servicer shall seek an extension of such period in the manner described
in Section 3.16(a); provided, however, that the Special Servicer shall use its
reasonable efforts, consistent with the Servicing Standard, to sell any REO
Property prior to two years prior to the Rated Final Distribution Date.

            The Special Servicer shall give the Trustee and the Servicer not
less than three Business Days' prior written notice of its intention to sell any
REO Property. No Interested Person shall be obligated to submit a bid to
purchase any REO Property, and notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may
bid for or purchase any REO Property pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate thereof, and by the Servicer, if the highest bidder is the Special
Servicer or an Affiliate thereof. In determining whether any bid received from
the Special Servicer or an Affiliate thereof represents a fair price for any REO
Property, the Servicer shall obtain and may conclusively rely on the opinion of
an Appraiser retained at the expense of the Trust Fund. In determining whether
any bid constitutes a fair price for any REO Property, such Appraiser shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected REO Loan and physical condition of
the REO Property, the state of the local economy and the obligation to dispose
of any REO Property within the time period specified in Section 3.16(a). The
Purchase Price for any REO Property shall in all cases be deemed a fair price.

            (f) Subject to subsections (d) and (e) above, the Special Servicer
shall act on behalf of the Trustee in negotiating and taking any other action
necessary or appropriate in connection with the sale of any REO Property, and
the collection of all amounts payable in connection therewith. Any sale of any
REO Property shall be final and without recourse to the Trustee or the Trust
Fund, except, in the case of the Trust Fund, as shall be customary in deeds of
real property, and if such sale is consummated in accordance with the terms of
this Agreement, neither the Special Servicer nor the Servicer shall have any
liability to any Certificateholder with respect to the purchase price therefor
accepted by the Special Servicer or the Servicer.

            (g) The parties hereto acknowledge the purchase option of each B
Loan Holder with respect to the related A Loan provided for in the related A/B
Intercreditor Agreement. The purchase price paid by any B Loan Holder for the
related A Loan in accordance with such purchase option shall be deposited into
the Collection Account, and the Trustee, upon receipt of written notice from the
Servicer to the effect that such deposit has been made, shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest
ownership of such Loan in the related B Loan Holder.

            Section 3.19   Additional Obligations of the Servicer and Special
Servicer; Inspections; Appraisals.

            (a) The Servicer (or, with respect to each Specially Serviced
Mortgage Loan and REO Property and each Mortgage Loan described in Section
3.19(d) below, the Special Servicer at the expense of the Trust Fund) shall
physically inspect or cause to be physically inspected (which inspection may be
conducted by an independent third party contractor), at its own expense, each
Mortgaged Property with respect to each Mortgage Loan it services at such times
and in such manner as are consistent with the Servicing Standard, but in any
event shall inspect each Mortgaged Property (A) with a Stated Principal Balance
equal to or greater than $2,000,000 at least once every 12 months and (B) with a
Stated Principal Balance of less than $2,000,000, at least every 24 months, in
each case commencing in December, 2003 (or at such lesser frequency as each
Rating Agency shall have confirmed in writing to the Servicer, will not result a
downgrade, qualification or withdrawal of the then-current ratings assigned to
any Class of the Certificates) and (C) if the Mortgage Loan becomes a Specially
Serviced Mortgage Loan as soon as practicable and thereafter at least once every
12 months for so long as such condition exists. The Servicer or Special
Servicer, as applicable, shall send (i) to S&P, within 20 days of completion,
each inspection report and (ii) to Fitch within 20 days of completion, each
inspection report for Significant Mortgage Loans; and (iii) solely as it relates
to the 1633 Broadway Loan, to S&P and the related B Loan Holder.

            (b) [Reserved.]

            (c) With respect to each Specially Serviced Mortgage Loan that
allows the Special Servicer (on behalf of the Trust Fund) to terminate, or cause
the related Borrower to terminate, the related Manager upon the occurrence of
certain events specified in such Mortgage Loan, the Special Servicer shall
enforce the Trustee's rights with respect to the Manager under the related
Mortgage Loan and Management Agreement, provided that, if such right accrues
under the related Mortgage Loan or Management Agreement only because of the
occurrence of the related Anticipated Repayment Date, if any, the Special
Servicer may in its sole discretion, in accordance with the Servicing Standard,
waive such right with respect to such date. If the Special Servicer is entitled
to terminate the Manager, the Special Servicer shall promptly give notice to the
Directing Certificateholder and each Rating Agency. In accordance with the
Servicing Standard, the Special Servicer shall cause the Borrower to terminate
the Manager, and to recommend a Successor Manager (meeting the requirements set
forth below) only if the Special Servicer determines in its reasonable
discretion that such termination is not likely to result in successful
litigation against the Trust Fund by such Manager or the related Borrower, or
create a defense to the enforcement of remedies under such Mortgage Loan.

            The Special Servicer shall effect such termination only if the
Special Servicer has, in the case of any Specially Serviced Mortgage Loan that
is a Significant Mortgage Loan, received a written confirmation from each of the
Rating Agencies, that the appointment of such Successor Manager would not cause
such Rating Agency to withdraw, downgrade or qualify any of the then-current
ratings on the Certificates. If a Manager is otherwise terminated or resigns
under the related Specially Serviced Mortgage Loan or Management Agreement and
the related Borrower does not appoint a Successor Manager, the Special Servicer
shall use its reasonable efforts to retain a Successor Manager (or the
recommended Successor Manager, if any) on terms substantially similar to the
Management Agreement or, failing that, on terms as favorable to the Trust Fund
as can reasonably be obtained by the Special Servicer. For the purposes of this
paragraph, a "Successor Manager" shall be a professional management corporation
or business entity reasonably acceptable to the Special Servicer which (i)
manages, and is experienced in managing, other comparable commercial and/or
multifamily properties, (ii) will not result in a downgrade, qualification or
withdrawal of the then-current ratings assigned to the Certificates by each
Rating Agency, as confirmed by such Rating Agency in writing (if required
pursuant to the first sentence of this paragraph), and (iii) otherwise satisfies
any criteria set forth in the Mortgage and related documents.

            (d) The Special Servicer shall be required to obtain any Appraisal
required in connection with an Appraisal Reduction Event or perform an internal
valuation within 60 days after the occurrence of such Appraisal Reduction Event
(provided that in no event shall the period to receive such Appraisal exceed 120
days from the occurrence of the event that, with the passage of time, would
become such Appraisal Reduction Event). Upon receipt, the Special Servicer shall
send a copy of such Appraisal or internal valuation to the Servicer and the
Certificate Owners of the Controlling Class; provided, however, that as to each
such Appraisal or internal valuation, if beneficial ownership of the Controlling
Class resides in more than one Certificate Owner, the Special Servicer shall be
responsible only for the expense of providing the first such copy thereof and
shall be entitled to reimbursement from the Trust Fund for the expense of any
additional copies so provided. If neither a required Appraisal is received, nor
an internal valuation completed, by such date, or if, with respect to any
Mortgage Loan with a Stated Principal Balance of $2,000,000 or less, the Special
Servicer has elected not to obtain an Appraisal or perform an internal
valuation, the Appraisal Reduction for such Mortgage Loan shall be conclusively
established to be 25% of the Stated Principal Balance of such Loan as of the
date of the related Appraisal Reduction Event. Notwithstanding the foregoing,
the Special Servicer will not be required to obtain an Appraisal pursuant to
this paragraph so long as a debt service reserve, letter of credit or
guaranty/surety bond (provided the provider of such letter of credit, guaranty
or surety bond has a short term rating of F-1 or better from Fitch and a
long-term rating of "BBB-" or better from S&P) is available and has the ability
to pay off the related loan in full. On the first Determination Date occurring
on or after the delivery of such Appraisal or the completion of such internal
valuation, and on each Determination Date thereafter, the Special Servicer shall
calculate and report to the Servicer, and the Servicer shall report to the
Trustee, the Appraisal Reduction taking into account such Appraisal or internal
valuation and such amount shall be used in place of the amount calculated
pursuant to the third preceding sentence. The Servicer shall verify the accuracy
of the mathematical computation of the Appraisal Reduction by the Special
Servicer and that the amounts used therein are consistent with the Servicer's
records. Subject to this preceding sentence, the Servicer may conclusively rely
on any report by the Special Servicer of an Appraisal Reduction.

            (e) With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan has become a Corrected
Mortgage Loan) and with respect to which no other Appraisal Reduction Event has
occurred and is continuing, the Servicer or Special Servicer (with respect to
Specially Serviced Mortgage Loans) shall, within 30 days of each annual
anniversary of such Appraisal Reduction Event, order an Appraisal (which may be
an update of a prior Appraisal), or with respect to any Mortgage Loan with an
outstanding principal balance less than $2,000,000, perform an internal
valuation or obtain an Appraisal (which may be an update of a prior Appraisal),
the cost of which shall be paid by the Servicer as a Servicing Advance. Upon
receipt, the Special Servicer shall send a copy of such Appraisal to the
Certificate Owners of the Controlling Class; provided, however, that as to each
such Appraisal, if beneficial ownership of the Controlling Class resides in more
than one Certificate Owner, the Special Servicer shall be responsible only for
the expense of providing the first such copy thereof and shall be entitled to
reimbursement from the Trust Fund for the expense of any additional copies so
provided. Such Appraisal or internal valuation or percentage calculation of the
Appraisal Reduction described in the preceding paragraph, as the case may be,
shall be used to determine the amount of the Appraisal Reduction with respect to
such Mortgage Loan for each Determination Date until the next Appraisal is
required pursuant to this Section 3.19(e), and such redetermined Appraisal
Reduction shall replace the prior Appraisal Reduction with respect to such
Mortgage Loan. Notwithstanding the foregoing, the Special Servicer will not be
required to obtain an Appraisal or perform an internal valuation, as the case
may be, with respect to a Mortgage Loan which is the subject of an Appraisal
Reduction Event if the Special Servicer has obtained an Appraisal with respect
to the related Mortgaged Property within the 12-month period immediately prior
to the occurrence of such Appraisal Reduction Event, unless the Special
Servicer, in the exercise of its reasonable judgment, has reason to believe
there has been a material adverse change in the value of the related Mortgaged
Property. Instead, the Special Servicer may use such prior Appraisal in
calculating any Appraisal Reduction with respect to such Mortgage Loan.

            Section 3.20   Modifications, Waivers, Amendments and Consents.

            (a) Subject to the provisions of this Section 3.20 (and, in the case
of any A Loan or B Loan, subject to the terms of the related A/B Intercreditor
Agreement), the Servicer and the Special Servicer may, on behalf of the Trustee,
agree to any modification, waiver or amendment of any term of any Mortgage Loan
without the consent of the Trustee or any Certificateholder.

            (i) For any Mortgage Loan, other than a Specially Serviced Mortgage
      Loan, and subject to the rights of the Special Servicer set forth below,
      the Servicer shall be responsible subject to the other requirements of
      this Agreement with respect thereto, for any request by a Borrower for the
      consent of the mortgagee or a modification, waiver or amendment of any
      term thereof, provided that such consent or modification, waiver or
      amendment would not affect the amount or timing of any of the payment
      terms of such Mortgage Loan, result in the release of the related Borrower
      from any material term thereunder, waive any rights thereunder with
      respect to any guarantor thereof or relate to the release or substitution
      of any material collateral for such Mortgage Loan. To the extent
      consistent with the foregoing, the Servicer shall be responsible for the
      following:

                  (A) Approving any waiver affecting the timing of receipt of
            financial statements from any Borrower (but only to the extent the
            same are required to be delivered by the Borrower under the Loan
            Documents) provided that such financial statements are delivered no
            less than quarterly (or with such lesser frequency as may be
            required by the Loan Documents) and within 60 days of the end of the
            calendar quarter to which such financial statements relate;

                  (B) Approving routine leasing activity with respect to leases
            for less than the lesser of (a) 25,000 square feet and (b) 10% of
            the related Mortgaged Property;

                  (C) Approving annual budgets for the related Mortgaged
            Property, provided that no such budget (1) relates to a fiscal year
            (or subsequent years) in which an Anticipated Repayment Date occurs,
            (2) provides for the payment of operating expenses in an amount
            equal to more than 110% of the amounts budgeted therefor for the
            prior year or (3) provides for the payment of any material expenses
            to any affiliate of the Borrower (other than the payment of a
            management fee to any property manager if such management fee is no
            more than the management fee in effect on the Cut-off Date);

                  (D) Waiving any provision of a Mortgage Loan requiring the
            receipt of a rating confirmation if such Mortgage Loan is not a
            Significant Mortgage Loan and the related provision of such Mortgage
            Loan does not relate to a "due-on-sale" or "due-on-encumbrance"
            clause or to a defeasance (which shall be subject to the terms of
            Section 3.08 hereof);

                  (E) Subject to other restrictions herein regarding Principal
            Prepayments, waiving any provision of a Mortgage Loan requiring a
            specified number of days notice prior to a Principal Prepayment;

                  (F) Releases of non-material parcels of a Mortgaged Property
            (provided that any such releases are releases as to which the
            related Loan Documents expressly require the mortgagee thereunder to
            make such releases upon the satisfaction of certain conditions which
            shall be made as required by the Loan Documents); and

                  (G) Grants of easements or rights of way that do not
            materially affect the use or value of a Mortgaged Property.

            (ii) The Special Servicer shall be responsible for any request by a
      Borrower for the consent of the mortgagee and any modification, waiver or
      amendment of any term of any Loan for which the Servicer is not
      responsible, as provided above, or if such consent, request, modification,
      waiver or amendment relates to a Loan that has been a Specially Serviced
      Loan within the preceding 12 months. The Special Servicer shall be
      responsible for any request by a Borrower for any release of earnout
      reserves with respect to the Loans known as Village at Rochester Hills,
      Plaza Escuela, The River at Rancho Mirage, Walnut Ridge Apartment Homes,
      1322 Space Park Drive and Whitesburg Plaza and designated as Loan Nos. 3,
      4, 5, 11,62 and 72 respectively, on the Mortgage Loan Schedule, management
      company changes subject to Section 3.19, franchise changes, additional
      indebtedness subject to Section 3.08, releases of non-material parcels of
      a Mortgaged Property related to a pending or threatened condemnation
      action and material modifications subject to Section 3.20 or changes
      required under and sought pursuant to the Loan Documents and shall receive
      100% of any related fees.

            (iii) The Servicer or Special Servicer, as applicable, shall not
      waive the payment of any fees by a Borrower that may be due or partially
      due to the other party without the other party's consent.

            (iv) If the Loan Documents relating to a Loan provide for certain
      conditions to be satisfied prior to the Servicer releasing Additional
      Collateral for the Loan (e.g., the release, reduction or termination of
      reserves or letters of credit or the establishment of reserves,
      requirements for any such Additional Collateral to exist, or a lockbox),
      the Servicer shall not be permitted to waive any such condition without
      obtaining the consent of the Special Servicer and any related approval
      fees shall be shared 50% each to Servicer and Special Servicer, provided
      that if the recommendation of the Servicer is required to be provided to
      the Special Servicer hereunder, and such recommendation has not been
      provided, such approval fee shall be payable 100% to the Special Servicer.

            (b) All modifications, material waivers or amendments of any Loan
shall be (i) in writing and (ii) effected in accordance with the Servicing
Standard.

            (c) Neither the Servicer nor the Special Servicer, on behalf of the
Trustee (or, in the case of a B Loan, on behalf of the related B Loan Holder),
shall agree or consent to any modification, waiver or amendment of any term of
any Loan that is not a Specially Serviced Loan if such modification, waiver or
amendment would:

               (i) except as provided in Section 3.20(e), affect the amount or
      timing of any related payment of principal, interest or other amount
      (including Prepayment Premiums or Yield Maintenance Charges, but excluding
      Penalty Interest and other amounts payable as additional servicing
      compensation) payable thereunder;

               (ii) affect the obligation of the related Borrower to pay a
      Prepayment Premium or Yield Maintenance Charge or permit a Principal
      Prepayment during any period in which the related Note prohibits Principal
      Prepayments;

               (iii) except as expressly contemplated by the related Mortgage or
      pursuant to Section 3.09(e), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Appraiser delivered at
      the expense of the related Borrower and upon which the Servicer and the
      Special Servicer, as applicable, may conclusively rely) of the property to
      be released; or

            (iv) in the judgment of the Servicer or the Special Servicer, as
      applicable, otherwise materially impair the security for such Loan or
      reduce the likelihood of timely payment of amounts due thereon;

provided that unless the Loan is in default or default is reasonably
foreseeable, the Servicer or the Special Servicer, as applicable, has determined
(and may rely upon an Opinion of Counsel in making such determination) that the
modification, waiver or amendment will not be a "significant modification" of
the Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and
provided, further, the Servicer or the Special Servicer, as applicable, may
agree to any such modification, waiver or amendment only if, in the Servicer's
or Special Servicer's, as applicable, reasonable and good faith judgment, a
material default on such Loan has occurred or is reasonably foreseeable, and
such modification, waiver or amendment is reasonably likely to produce a greater
recovery to Certificateholders (and in the case of a B Loan, the related the B
Loan Holder, as applicable, taken as a collective whole) on a net present value
basis.

            (d) Notwithstanding Sections 3.20(b)(i), 3.20(c)(i) and 3.20(c)(ii),
but subject to Section 3.20(e), the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Loan by forgiving principal, accrued interest
and/or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the
amount of the Monthly Payment on any Specially Serviced Loan, including by way
of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of
any right granted under any Note or Mortgage relating to a Specially Serviced
Loan, (iv) waive Excess Interest if such waiver conforms to the Servicing
Standard and/or (v) accept a Principal Prepayment during any Lockout Period;
provided that the related Borrower is in default with respect to the Specially
Serviced Loan or, in the judgment of the Special Servicer, such default is
reasonably foreseeable.

            (e) Neither the Servicer nor the Special Servicer (with respect to
Specially Serviced Mortgage Loans) shall consent to, make or permit (i) any
modification with respect to any Loan that would change the Mortgage Rate,
reduce or increase the principal balance (except for reductions resulting from
actual payments of principal) or change the final Maturity Date of such Loan
unless both (A) the related Borrower is in default with respect to the Loan or,
in the judgment of the Servicer or Special Servicer, as applicable, such default
is reasonably foreseeable and (B) in the sole good faith judgment of the
Servicer or Special Servicer, as applicable, and in accordance with the
Servicing Standard, such modification would increase the recovery on the Loan to
Certificateholders (and in the case of a B Loan, the related B Loan Holder, as
applicable, taken as a collective whole) on a present value basis (the relevant
discounting of amounts that will be distributable to Certificateholders or the B
Loan Holder to be performed at the related Mortgage Rate) or (ii) any
modification, waiver or amendment of any term of any Loan that would either (A)
unless there shall exist a default with respect to the Loan (or unless the
Special Servicer determines that a default is reasonably foreseeable),
constitute a "significant modification" under Treasury Regulations Section
1.860G-2(b) or (B) cause either Trust REMIC to fail to qualify as a REMIC under
the Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions.

            Notwithstanding the foregoing, the Servicer and, with respect to any
Specially Serviced Mortgage Loan, the Special Servicer shall not extend the date
on which any Balloon Payment is scheduled to be due unless (x) the Servicer or
Special Servicer has obtained an Appraisal of the related Mortgaged Property
(or, with respect to any related Mortgage Loan with an outstanding principal
balance less than $2,000,000, has performed an internal valuation) in connection
with such extension, which Appraisal or internal valuation supports the
determination of the Special Servicer contemplated by clause (i)(B) of the
immediately preceding paragraph or (y) the related Mortgage Loan has not been in
default at any time during the twelve-month period preceding the Maturity Date
of such Loan, in which case the Special Servicer, on one occasion only, may
extend the date on which such Balloon Payment is due to a date not more than 60
days after such Maturity Date.

            The determination of the Special Servicer contemplated by clause
(i)(B) of the first paragraph of this Section 3.20(e) shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee and the Servicer
and describing the basis for the Special Servicer's determination (which shall
include but shall not be limited to an Appraisal of the related Mortgage Loan or
Mortgaged Property, the cost of which Appraisal shall be advanced by the
Servicer as a Servicing Advance).

            (f) In no event shall the Special Servicer (i) extend the Maturity
Date of a Specially Serviced Mortgage Loan beyond a date that is two years prior
to the Rated Final Distribution Date; or (ii) if the Specially Serviced Mortgage
Loan is secured by a ground lease, extend the Maturity Date of such Mortgage
Loan beyond a date which is 10 years prior to the expiration of the term of such
ground lease; provided that with respect to clause (ii) above, the Special
Servicer gives due consideration to the term of such ground lease prior to any
extension beyond a date 20 years prior to the expiration of the term of such
ground lease.

            (g) Neither the Servicer nor the Special Servicer (with respect to
Specially Serviced Loans) may permit or modify a Loan to permit a voluntary
Principal Prepayment of a Loan (other than a Specially Serviced Loan) on any day
other than its Due Date, (i) unless the Servicer or Special Servicer also
collects interest thereon through the Due Date following the date of such
Principal Prepayment, (ii) unless otherwise permitted under the related Loan
Documents, (iii) unless such Principal Prepayment would not result in a
Prepayment Interest Shortfall, or (iv) such Principal Prepayment is accepted by
the Servicer or the Special Servicer at the request of or with the consent of
the Directing Certificateholder.

            (h) The Servicer and the Special Servicer may, as a condition to
granting any request by a Borrower for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and is permitted by the terms of this Agreement, require
that such Borrower pay to it (i) as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request (provided, such fee does not constitute a "significant
modification" of such Mortgage Loan under Treasury Regulations Section
1.860G-2(b)), and (ii) any related costs and expenses incurred by it. In no
event shall the Servicer or Special Servicer be entitled to payment for such
fees or expenses unless such payment is collected from the related Borrower.

            (i) With respect to Specially Serviced Loans, the Special Servicer
shall notify the Servicer, who shall notify its Sub-Servicers and the Trustee,
in writing, of any modification, waiver or amendment of any term of any Loan and
the date thereof, and shall deliver to the Trustee (with a copy to the Servicer)
for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly (and in
any event within ten Business Days) following the execution thereof. The
Servicer or Special Servicer (with respect to Specially Serviced Loans) shall
notify the Rating Agencies of any modification, waiver or amendment of any term
of any Loan. The Servicer shall notify the B Loan Holder of any modification of
the monthly payments of the related Loan, and such monthly payments shall be
allocated in accordance with the related A/B Intercreditor Agreements.

            (j) Reserved.

            (k) The Servicer or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, shall not agree to extend the Maturity Date of
any Loan, Specially Serviced Mortgage Loan or REO Loan that is covered by an
Environmental Insurance Policy beyond the term of such policy unless the
Servicer or Special Servicer, as applicable, extends the term of such policy or
obtains an Environmental Assessment on the related Mortgaged Property or REO
Property.

            Section 3.21   Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Servicer shall promptly give notice
thereof to the Special Servicer, the Trustee and each Rating Agency (and, solely
as it relates to the 1633 Broadway Loan, to the related the B Loan Holder, as
applicable), shall deliver copies of the related Mortgage File and Servicing
File to the Special Servicer and the Directing Certificateholder and shall use
its reasonable best efforts to provide the Special Servicer with all
information, documents and records (including records stored electronically on
computer tapes, magnetic discs and the like) relating to such Mortgage Loan that
are in the possession of the Servicer or available to the Servicer without undue
burden or expense, and reasonably requested by the Special Servicer to enable it
to assume its functions hereunder with respect thereto. The Servicer shall use
its reasonable best efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event and in
any event shall continue to act as Servicer and administrator of such Mortgage
Loan until the Special Servicer has commenced the servicing of such Mortgage
Loan. Such notice of a Servicing Transfer Event shall indicate if the related
Mortgage Loan is the subject of an environmental insurance policy. The Trustee
shall deliver to the Underwriters, the Initial Purchaser and each Holder of a
Certificate of the Controlling Class, a copy of the notice of such Servicing
Transfer Event provided by the Servicer to the Special Servicer pursuant to this
Section.

            Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Loan) has become a Corrected Mortgage Loan (provided no additional
Servicing Transfer Event is foreseeable in the reasonable judgment of the
Special Servicer) and that no other Servicing Transfer Event is continuing with
respect thereto, the Special Servicer shall promptly give notice thereof and
shall return the related Mortgage File and Servicing File to the extent they are
in its possession to the Servicer and, upon giving such notice and returning
such Mortgage File and Servicing File to the Servicer, the Special Servicer's
obligation to service such Corrected Mortgage Loan shall terminate and the
obligations of the Servicer to service and administer such Mortgage Loan shall
re-commence. With respect to the 1633 Broadway Loan, in determining whether such
Loan has become a Corrected Loan, the related 1633 Broadway B Note must also be
determined to be a Corrected Loan for the Special Servicer's obligation to
terminate for such Loan. Any CBA B Loan shall constitute a Specially Serviced
Loan for which the Special Servicer is responsible for so long as the related
CBA A Loan is a Specially Serviced Mortgage Loan.

            (b) In servicing any Specially Serviced Mortgage Loan, the Special
Servicer will provide to the Trustee originals of new documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Servicer), and provide the Servicer
with copies of any material additional related Loan information including
correspondence with the related Borrower.

            (c) [Reserved.]

            (d) The Servicer shall maintain ongoing payment records with respect
to each of the Specially Serviced Loans and REO Properties and shall provide the
Special Servicer with any information in its possession required by the Special
Servicer to perform its duties under this Agreement.

            (e) Provided that the 1633 Broadway B Note has been funded, no later
than 30 days after receipt by the Special Servicer of the information reasonably
required by the Special Servicer after a Servicing Transfer Event for the 1633
Broadway Loan, the Special Servicer shall deliver a report to the related B Loan
Holder and Directing Certificateholder. Such report shall set forth the
following information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Loan;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Loan and whether outside legal counsel has been retained;

            (iii) the most current rent roll and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Appraised Value of the Mortgaged Property together with the
      assumptions used in the calculation thereof;

            (v) the recommendations by the Special Servicer as to how such
      Specially Serviced Loan might be returned to performing status and
      returned to the Servicer for regular servicing or otherwise realized upon;

            (vi) a summary of any proposed actions and an analysis of whether or
      not taking such action is reasonably likely to produce a greater recovery
      on a present value basis than not taking such action, setting forth the
      basis on which the Special Servicer made such determination;

            (vii) the status of any foreclosure actions or other proceedings
      undertaken with respect to such mortgaged real property, any proposed
      workouts with respect thereto and the status of any negotiations with
      respect to such workouts, and an assessment of the likelihood of
      additional events of default thereon; and

            (viii) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            The B Loan Holder and Directing Certificateholder shall have 10
Business Days to comment on such report. Notwithstanding the foregoing, the
Special Servicer may, following the occurrence of an extraordinary event with
respect to the related Mortgaged Property, take any action before the expiration
of a ten (10) Business Day period if the Special Servicer has reasonably
determined that failure to take such action would materially and adversely
affect the interests of the Certificateholders and it has made a reasonable
effort to contact the B Loan Holder and Directing Certificateholder.

            In addition to the foregoing, the Special Servicer is required to,
subject to the Servicing Standard, obtain the consent of the Directing
Certificateholder prior to the taking by the Special Servicer of the following
actions: (i) any proposed or actual foreclosure upon or comparable conversion
of, which may include acquisitions of an REO Property, the ownership of the
property or properties securing any Specially Serviced Loans as come into and
continue in default; (ii) any modification, amendment or waiver of a monetary
term (including any change in the timing of payments but excluding the waiver of
Default Interest and late payment charges) or any material non-monetary term
(excluding any waiver of a due-on-sale or due-on-encumbrance clause, which is
covered by clause (viii) below) of a Mortgage Loan; (iii) any acceptance of a
discounted payoff with respect to a Specially Serviced Mortgage Loan; (iv) any
proposed or actual sale of an REO Property out of the Trust Fund for less than
the outstanding principal balance of, and accrued interest (other than Default
Interest and Excess Interest) on, the related Mortgage Loan, except in
connection with a termination of the Trust Fund; (v) any determination to bring
an REO Property held by the Trust Fund into compliance with applicable
environmental laws or to otherwise address hazardous material located at the REO
Property; (vi) any release of material collateral for a Mortgage Loan, other
than in accordance with the specific terms of, or upon satisfaction of, that
Mortgage Loan; (vii) any acceptance of substitute or additional collateral for a
Specially Serviced Mortgage Loan, other than in accordance with the specific
terms of that Mortgage Loan; (vii) any releases of earn-out reserves or related
letters of credit with respect to a Mortgaged Property securing a Mortgage Loan;
and (viii) any waiver of a due-on-sale or due-on-encumbrance clause in a
Mortgage Loan.

            If any of the previous listed items is set forth as a proposed
action in the report described in the third preceding paragraph, the Special
Servicer shall be required to consult with the B Loan Holder prior to taking
such action although the Special Servicer may, subject to the provisions of the
related A/B Intercreditor Agreement, reject any advice or direction of the B
Loan Holder.

            No direction of the Directing Certificateholder (or in the case of
an A/B Loan Pair, the B Loan Holder) shall (a) require or cause the Special
Servicer to violate the terms of a Mortgage Loan, applicable law or any
provision of this Agreement, including the Special Servicer's obligation to act
in accordance with the Servicing Standard and to maintain the REMIC status of
each Trust REMIC, or (b) result in the imposition of a "prohibited transaction"
or "prohibited contribution" tax under the REMIC Provisions, or (c) expose the
Servicer, the Special Servicer, the Depositor, either of the Mortgage Loan
Sellers, the Trust Fund, the Trustee, or their Affiliates, officers, directors,
employees or agents to any claim, suit or liability, or (d) materially expand
the scope of the Special Servicer's or the Servicer's responsibilities under
this Agreement; and the Special Servicer will neither follow any such direction
if given by the Directing Certificateholder (or, in the case of an A/B Loan
Pair, the B Loan Holder) nor initiate any such actions.

            (f) Upon receiving notice of (i) the filing of a case under any
federal or state bankruptcy, insolvency or similar law or the commencing of any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Specially Serviced Loan or the related
Borrower, (ii) the existence of a material non-payment default with respect to a
Specially Serviced Loan or (iii) the request by a Borrower for the amendment or
modification of a Specially Serviced Loan required to be handled by the Special
Servicer, the Servicer shall promptly give notice thereof, and shall deliver
copies of the related Mortgage File and Servicing File to the Special Servicer
and shall use its reasonable best efforts to provide the Special Servicer with
all information relating to the Loan and reasonably requested by the Special
Servicer to enable it to negotiate with the related Borrower and prepare for any
such proceedings. The Servicer shall use its reasonable best efforts to comply
with the preceding sentence within 5 Business Days of the occurrence of each
such event, and upon receiving such documents and information, the Special
Servicer shall use its reasonable best efforts to cause the related Borrower to
cure any default and/or remedy any such event, work out or modify the Loan
consistent with the terms of this Agreement, and/or prepare for such
proceedings. Notwithstanding the foregoing, the occurrence of any of the
above-referenced events shall not in and of itself be considered a Servicing
Transfer Event.

            Section 3.22   Sub-Servicing Agreements.

            (a) The Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of its respective obligations under this Agreement; provided that the
Sub-Servicing Agreement: (i) is consistent with this Agreement in all material
respects and requires the Sub-Servicer to comply with all of the applicable
conditions of this Agreement; (ii) except with respect to the Primary Servicing
Agreements, provides that if the Servicer or the Special Servicer shall for any
reason no longer act in such capacity hereunder (including, without limitation,
by reason of an Event of Default), the Trustee or its designee shall thereupon
assume or may elect not to assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of the Servicer or
Special Servicer, as applicable under such agreement, or, alternatively, may act
in accordance with Section 7.02 hereof under the circumstances described
therein; (iii) provides that the Trustee for the benefit of the
Certificateholders shall be a third-party beneficiary under such Sub-Servicing
Agreement, but that (except to the extent the Trustee or its designee assumes
the obligations of the Servicer or the Special Servicer, as applicable,
thereunder as contemplated by the immediately preceding clause (ii)) none of the
Trust Fund, the Trustee, any successor Servicer, Special Servicer or any
Certificateholder shall have any duties under such Sub-Servicing Agreement or
any liabilities arising therefrom; (iv) except with respect to the Primary
Servicing Agreements, permits any purchaser of a Mortgage Loan or the Trustee
pursuant to this Agreement to terminate such Sub-Servicing Agreement with
respect to such purchased Mortgage Loan at its option and without penalty; (v)
does not permit the Sub-Servicer any direct rights of indemnification that may
be satisfied out of assets of the Trust Fund; (vi) does not permit the
Sub-Servicer to foreclose on the related Mortgaged Property or consent to the
modification of any Mortgage Loan without the prior consent of the Servicer or
Special Servicer, as applicable; (vii) provides that the Sub-Servicer shall act
in accordance with the Servicing Standard; (viii) provides that in the event of
an act or failure to act by the Sub-Servicer that causes the Servicer to be in
default of its obligations under this Agreement, the Sub-Servicer shall be in
default of its obligations under such Sub-Servicing Agreement; and (ix) with
respect to the Special Servicer only, the Special Servicer shall have received
written confirmation from the Rating Agencies that the appointment of such
Sub-Servicer will not result in a qualification, downgrade or withdrawal of any
of the then-current ratings assigned thereby to the Certificates, provided that
this requirement shall not prevent the Special Servicer from hiring an
Independent Contractor or an agent to assist it in the performance of its duties
hereunder. Any successor Servicer or Special Servicer hereunder, upon becoming
successor Servicer or Special Servicer, as applicable, shall have the right to
be assigned and shall have the right to assume any Sub-Servicing Agreements from
the predecessor Servicer or Special Servicer, as applicable. Upon a termination
of the Servicer pursuant to this Agreement, the successor to the Servicer (other
than the Trustee or its designee) shall automatically succeed to the rights and
obligations of the prior Servicer under the Primary Servicing Agreement, subject
to the termination rights set forth therein, it being understood that any such
succession by the Trustee or its designee shall not be automatic but shall be in
the discretion of the Trustee or such designee.

            In addition, each Sub-Servicing Agreement entered into by the
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Mortgage Loan serviced thereunder at the time such
Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the
rights and obligations of a Primary Servicer under a Primary Servicing Agreement
shall not terminate with respect to any Loan that becomes a Specially Serviced
Loan. The Servicer shall deliver to the Trustee copies of all Sub-Servicing
Agreements, and any amendments thereto and modifications thereof, entered into
by it promptly upon its execution and delivery of such documents. For purposes
of this Agreement, the Servicer shall be deemed to have received any payment
when a Sub-Servicer retained by it receives such payment. The Servicer shall
notify the Special Servicer, the Trustee and the Depositor in writing promptly
of the appointment by it of any Sub-Servicer. The Special Servicer shall notify
the Servicer, the Trustee and the Depositor in writing promptly of the
appointment by it of any Sub-Servicer.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law.

            (c) As part of its servicing activities hereunder, the Servicer or
the Special Servicer, as applicable, for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders
or the Trust Fund) monitor the performance and enforce the obligations of each
of its Sub-Servicers under the related Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the Servicer would require
were it the owner of the Mortgage Loans. The Servicer or the Special Servicer,
as applicable, shall have the right to remove a Sub-Servicer retained by it in
accordance with the terms of the related Sub-Servicing Agreement upon the Events
of Default and other termination events specified in its related Sub-Servicing
Agreement.

            (d) If the Trustee or its designee becomes successor Servicer and
elects or is required to assume the rights and obligations of the Servicer or
the Special Servicer, as applicable, under any Sub-Servicing Agreement, the
Servicer or the Special Servicer, as applicable, at its expense, shall deliver
to the assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
each of the Servicer and the Special Servicer represents and warrants that it
shall remain obligated and liable to the Trustee and the Certificateholders for
the performance of its obligations and duties under this Agreement in accordance
with the provisions hereof to the same extent and under the same terms and
conditions as if it alone were servicing and administering the Mortgage Loans
for which it is responsible, and the Servicer, or the Special Servicer, as
applicable, shall pay the fees of any Sub-Servicer thereunder from its own funds
or, with respect to the Primary Servicers, shall permit each to retain the
Primary Servicing Fees from amounts collected by such Primary Servicer. In no
event shall the Trust Fund bear any termination fee required to be paid to any
Sub-Servicer as a result of such Sub-Servicer's termination under any
Sub-Servicing Agreement.

            (f) Except with respect to the Primary Servicing Agreements, each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any
other Person becomes a successor Servicer or the Special Servicer, as
applicable, the Trustee or such successor Servicer or successor Special
Servicer, as applicable, shall have the right to terminate such Sub-Servicing
Agreement at its option and without a fee.

            Section 3.23   Representations, Warranties and Covenants of the
Servicer.

            (a) The Servicer hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Depositor
and the Special Servicer, as of the Closing Date, that:

            (i) The Servicer is a corporation, duly organized, validly existing
      and in good standing under the laws of Delaware, and the Servicer is in
      compliance with the laws of each State in which any Mortgaged Property is
      located to the extent necessary to perform its obligations under this
      Agreement, except where the failure to so qualify or comply would not have
      a material adverse effect on the ability of the Servicer to perform its
      obligations hereunder;

            (ii) The execution and delivery of this Agreement by the Servicer,
      and the performance and compliance with the terms of this Agreement by the
      Servicer, will not (A) violate the Servicer's certificate of incorporation
      and by-laws or (B) constitute a default (or an event which, with notice or
      lapse of time, or both, would constitute a default) under, or result in
      the breach of, any material agreement or other instrument to which it is a
      party or by which it is bound, or (C) result in the violation of any law,
      rule, regulation, order, judgment or decree binding on the Servicer which,
      in the case of either (B) or (C) is likely to materially and adversely
      affect the Servicer's ability to perform hereunder;

            (iii) This Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of the Servicer, enforceable against the Servicer in
      accordance with the terms hereof, except as such enforcement may be
      limited by (A) applicable bankruptcy, insolvency, reorganization,
      liquidation, receivership, moratorium and other laws relating to or
      affecting creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

            (iv) The Servicer is not in violation with respect to any law, any
      order or decree of any court, or any order, regulation or demand of any
      federal, state, municipal or governmental agency, which violations are
      reasonably likely to have consequences that would materially and adversely
      affect the financial condition or operations of the Servicer or its
      properties taken as a whole or are reasonably likely to have consequences
      that would materially and adversely affect its ability to perform its
      duties and obligations hereunder;

            (v) No litigation is pending or, to the best of the Servicer's
      knowledge, threatened against the Servicer which would prohibit the
      Servicer from entering into this Agreement or, in the Servicer's good
      faith and reasonable judgment, is likely to materially and adversely
      affect the ability of the Servicer to perform its obligations under this
      Agreement;

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Servicer, or compliance by the Servicer with, this
      Agreement or the consummation of the Servicer's transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has been obtained or cannot be obtained prior to the actual
      performance by the Servicer of its obligations under this Agreement, or
      which, if not obtained would not have a materially adverse effect on the
      ability of the Servicer to perform its obligations hereunder;

            (vii) The Servicer has full corporate power and authority to enter
      into and perform in accordance with this Agreement, has duly authorized
      the execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement;

            (viii) The Servicer has examined each Sub-Servicing Agreement to
      which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Servicer at a future
      date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of the Servicer that has
      responsibilities concerning the servicing and administration of Loans is
      covered by errors and omissions insurance and the fidelity bond in the
      amounts and with the coverage required by Section 3.07(c).

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

            Section 3.24   Representations, Warranties and Covenants of the
Special Servicer.

            (a) GMACCM, in its capacity as Special Servicer hereunder, hereby
represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, as of the Closing Date, that:

            (i) GMACCM is a corporation, duly organized, validly existing and in
      good standing under the laws of the State of California, and GMACCM is in
      compliance with the laws of each State in which any Mortgaged Property is
      located to the extent necessary to perform its obligations under this
      Agreement.

            (ii) The execution and delivery of this Agreement by GMACCM, and the
      performance and compliance with the terms of this Agreement by GMACCM,
      will not violate GMACCM's organizational documents or constitute a default
      (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets.

            (iii) GMACCM has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of GMACCM, enforceable against GMACCM in accordance
      with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws affecting the enforcement of
      creditors' rights generally, and (B) general principles of equity,
      regardless of whether such enforcement is considered in a proceeding in
      equity or at law.

            (v) GMACCM is not in violation of, and its execution and delivery of
      this Agreement and its performance and compliance with the terms of this
      Agreement will not constitute a violation of, any law, order or decree of
      any court or arbiter, or any order, regulation or demand of any federal,
      state or local governmental or regulatory authority, which violation, in
      GMACCM's good faith and reasonable judgment, is likely to affect
      materially and adversely either the ability of GMACCM to perform its
      obligations under this Agreement or the financial condition of GMACCM.

            (vi) No litigation is pending or, to the best of GMACCM's knowledge,
      threatened against GMACCM the outcome of which, in GMACCM's good faith and
      reasonable judgment, could reasonably be expected to prohibit GMACCM from
      entering into this Agreement or materially and adversely affect the
      ability of GMACCM to perform its obligations under this Agreement.

            (vii) GMACCM has errors and omissions insurance coverage which is in
      full force and effect and complies with the requirements of Section 3.07
      hereof.

            (viii) No consent, approval, authorization or order, registration or
      filing with or notice to, any governmental authority or court is required,
      under federal or state law, for the execution, delivery and performance of
      or compliance by GMACCM with this Agreement, or the consummation by GMACCM
      of any transaction contemplated hereby, other than (1) such consents,
      approvals, authorizations, qualifications, registrations, filings, or
      notices as have been obtained or made and (2) where the lack of such
      consent, approval, authorization, qualification, registration, filing or
      notice would not have a material adverse effect on the performance by
      GMACCM under this Agreement.

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.

      Section 3.25 Consultation Rights of the Directing Certificateholder.

            (a) The Special Servicer shall consult with the Directing
Certificateholder prior to the taking by the Special Servicer of the following
actions:

            (i) any proposed modification of a money term of a Mortgage Loan
      other than an extension of the original Maturity Date for two years or
      less;

            (ii) any foreclosure or comparable conversion of the ownership of a
      Mortgaged Property;

            (iii) any proposed sale of a Specially Serviced Loan, other than in
      connection with the termination of the Trust pursuant to Article IX
      hereof;

            (iv) any determination to bring an REO Property into compliance with
      applicable environmental laws;

            (v) any acceptance of substitute or additional collateral for a
      Mortgage Loan;

            (vi) any acceptance of a discounted payoff;

            (vii) any waiver of a "due on sale" or "due on encumbrance" clause;

            (viii) any acceptance of an assumption agreement releasing a
      Borrower from liability under a Loan; and

            (ix) any release of collateral for a Specially Serviced Mortgage
      Loan (other than in accordance with the terms of, or upon satisfaction of,
      such Mortgage Loan).

            (b) Notwithstanding the foregoing, no such advice, direction or
objection contemplated by the foregoing may (i) require or cause the Special
Servicer to violate any applicable law (ii) be inconsistent with the Servicing
Standard, (iii) cause either Trust REMIC to fail to qualify as a REMIC or result
in the imposition of federal, state or local tax on either Trust REMIC, (iv)
violate any other provisions of this Agreement, (v) require or cause the Special
Servicer to violate the terms of a Loan, (vi) expose the Servicer, the Special
Servicer, the Depositor, either Mortgage Loan Seller, the Trust Fund, the
Trustee or their Affiliates, officers, directors, employees or agents to any
claim, suit or liability, or (vii) materially expand the scope of the Servicer's
or Special Servicer's responsibilities under this Agreement; and the Special
Servicer will neither follow any such direction if given by the Directing
Certificateholder nor initiate any such actions.

            Section 3.26   Limitation on Liability of the Directing
Certificateholder.

            By its acceptance of a Certificate, each Certificateholder confirms
its understanding that the Directing Certificateholder may take actions that
favor the interests of one or more Classes of the Certificates over other
Classes of the Certificates and that the Directing Certificateholder may have
special relationships and interests that conflict with those of Holders of some
Classes of the Certificates and agrees to take no action against the Directing
Certificateholder as a result of such a special relationship or conflict.

            Section 3.27   Reports to the Securities and Exchange Commission;
Available Information.

            (a) With respect to the Trust's fiscal year 2002 (and any other
subsequent fiscal year for the Trust, if as of the beginning of such other
subsequent fiscal year for the Trust, the Public Certificates are held (directly
or, in the case of Public Certificates held in book-entry form, through the
Depository) by at least 300 Holders and/or Depository Participants having
accounts with the Depository, or if reporting under the Exchange Act is required
during or for, as applicable, such fiscal year because the Trustee failed to
make the requisite filing suspending such reporting), the Trustee shall:

            (i) with respect to each Distribution Date during such fiscal year,
      in accordance with the Exchange Act, the rules and regulations promulgated
      thereunder and applicable "no-action letters" issued by the Commission,
      prepare for filing, execute on behalf of the Trust and properly and timely
      file with the Commission monthly, with respect to the Trust, a Current
      Report on Form 8-K, which shall include as an exhibit a copy of the
      Statement to Certificateholders disseminated by the Trustee on such
      Distribution Date;

            (ii) during such fiscal year, (A) monitor for and promptly notify
      the Depositor of the occurrence or existence of any of the matters
      identified in Section 10.10 (in each case to the extent that a Responsible
      Officer of the Trustee has actual knowledge thereof), (B) cooperate with
      the Depositor in obtaining all necessary information in order to enable
      the Depositor to prepare a Current Report on Form 8-K reporting any such
      matter in accordance with the Exchange Act, the rules and regulations
      promulgated thereunder and applicable "no-action letters" issued by the
      Commission, and (C) execute on behalf of the Trust and promptly file with
      the Commission any such Current Report on Form 8-K prepared by or on
      behalf of the Depositor and delivered to the Trustee;

            (iii) at the reasonable request of, and in accordance with the
      reasonable directions of, any other party hereto, prepare for filing and
      promptly file with the Commission an amendment to any Current Report on
      Form 8-K previously filed with the Commission with respect to the Trust;
      and

            (iv) prepare and properly file with the Commission on or before the
      due date specified by the Commission, with respect to the Trust, an Annual
      Report on Form 10-K, which complies in all material respects with the
      requirements of the Exchange Act, the rules and regulations promulgated
      thereunder and applicable "no-action letters" issued by the Commission,
      which shall include as exhibits the Officer's Certificates and
      Accountant's Statements delivered pursuant to Section 3.13 and Section
      3.14, respectively, with respect to the Servicer and the Special Servicer
      for such fiscal year, and which shall further include such
      certification(s) as may be required under the Sarbanes-Oxley Act of 2002
      and any rules promulgated by, or interpretive guidance from, the
      Commission (such certification(s), individually and collectively, insofar
      as they are required to be part of any particular Annual Report on Form
      10-K, a "Sarbanes-Oxley Certification") (which Sarbanes-Oxley
      Certifications shall be signed by the party or parties contemplated by
      this Section 3.27);

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable for (or readily convertible to a format suitable for) electronic filing
via the EDGAR system (including "ASCII", "Microsoft Excel" (solely in the case
of reports from the Servicer or the Special Servicer pursuant to Section 3.12),
"Microsoft Word" or another format reasonably acceptable to the Trustee) and
shall not have any responsibility to convert any such items to such format
(other than those items generated by it or readily convertible to such format)
and (y) the Depositor shall be responsible for preparing, executing and filing
(via the EDGAR system within 15 days following the Closing Date) a Current
Report on Form 8-K reporting the establishment of the Trust and whereby this
Agreement is filed as an exhibit. Each of the other parties to this Agreement
shall deliver to the Trustee in the format required for (or readily convertible
to a format suitable for) electronic filing via the EDGAR system (including
"ASCII", "Microsoft Excel" (solely in the case of reports from the Servicer or
the Special Servicer pursuant to Section 3.12), "Microsoft Word" or another
format reasonably acceptable to the Trustee) any and all items contemplated to
be filed with the Commission pursuant to this Section 3.27(a).

            (b) The Form 10-K shall include any certification (the
"Sarbanes-Oxley Certification") required to be included therewith pursuant to
the Sarbanes-Oxley Act of 2002, and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission's staff) and a copy of such Sarbanes-Oxley Certification shall be
provided to the Rating Agencies. An officer of the Depositor shall sign the
Sarbanes-Oxley Certification. The Depositor hereby grants to the Trustee a
limited power of attorney to execute and file such Annual Report on Form 10-K on
behalf of the Depositor, which power of attorney shall continue until the
earlier of (i) receipt by the Trustee from the Depositor of written notice
terminating such power of attorney or (ii) the termination of the Trust. The
Servicer, the Special Servicer and the Trustee (each, a "Performing Party")
shall provide to the Person who signs the Sarbanes-Oxley Certification (the
"Certifying Person") a certification (each, a "Performance Certification"), in
the form set forth on Exhibit O hereto (with respect to the Servicer and the
Trustee) or in the form set forth on Exhibit A to Exhibit O hereto (with respect
to the Special Servicer), as applicable, on which the Certifying Person, the
Depositor (if the Certifying Person is an individual), and the Depositor's
partner, representative, Affiliate, member, manager, director, officer, employee
or agent (collectively with the Certifying Person, "Certification Parties") can
rely. The Trustee's certification with respect to items 1 through 3 of Exhibit O
hereto shall relate to distribution information, and the Servicer's
certification with respect to items 4 and 5 of Exhibit O hereto shall relate to
servicing information. Notwithstanding the foregoing, nothing in this paragraph
shall require any Performing Party to (i) certify or verify the accurateness or
completeness of any information provided to such Performing Party by third
parties, (ii) to certify information other than to such Performing Party's
knowledge and in accordance with such Performing Party's responsibilities
hereunder or under any other applicable servicing agreement or (iii) with
respect to completeness of information and reports, to certify anything other
than that all fields of information called for in written reports prepared by
such Performing Party have been completed except as they have been left blank on
their face. In addition, if directed by the Depositor, such Performing Party
shall provide an identical certification to Depositor's certified public
accountants that such Performing Party provided to its own certified public
accountants to the extent such certification relates to the performance of such
Performing Party's duties pursuant to this Agreement or a modified certificate
limiting the certification therein to the performance of such Performing Party's
duties pursuant to this Agreement. In the event any Performing Party is
terminated or resigns pursuant to the terms of this Agreement, such Performing
Party shall provide a Performance Certification to the Depositor pursuant to
this Section 3.27(b) with respect to the period of time such Performing Party
was subject to this Agreement.

            (c) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2002), the Public Certificates are held (directly or, in the
case of Public Certificates held in book-entry form, through the Depository) by
less than 300 Holders and/or Depository Participants having accounts with the
Depository, the Trustee shall, in accordance with the Exchange Act and the rules
and regulations promulgated thereunder, timely file a Form 15 with respect to
the Trust notifying the Commission of the suspension of the reporting
requirements under the Exchange Act.

            (d) Nothing contained in this Section 3.27 shall be construed to
require any party to this Agreement (other than the Depositor), or any of such
party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification.
The failure of any party to this Agreement, or any of such party's officers, to
execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded
as a breach by such party of any of its obligations under this Agreement. The
Depositor, each Performing Party and the Trustee hereby agree to negotiate in
good faith with respect to compliance with any further guidance from the
Commission or its staff relating to the execution of any Form 10-K and any
Sarbanes-Oxley Certification. In the event such parties agree on such matters,
this Agreement shall be amended to reflect such agreement pursuant to Section
10.01.

            (e) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 3.27 or (ii) negligence, bad faith or willful misconduct on the
part of such Performing Party in the performance of such obligations. A
Performing Party shall have no obligation to indemnify any Certification Party
for an inaccuracy in the Performance Certification of any other Performing
Party.

            (f) [Reserved.]

            (g) [Reserved.]

            (h) Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee hereby certifies that it intends to file
any Annual Report on Form 10-K with respect to the Trust for any particular
fiscal year on the last Business Day that is not more than 90 days following the
end of such fiscal year. Unless an alternative time period is provided for in
this Agreement, the respective parties hereto shall deliver to the Trustee, at
least 10 Business Days prior to the date on which the Trustee intends to file
any Annual Report on Form 10-K as contemplated by Section 3.27(a), any items
required to be delivered by such party that are to be an exhibit to such Annual
Report on Form 10-K. The Trustee hereby notifies the Servicer and the Special
Servicer that an Annual Report on Form 10-K shall be required to be filed with
respect to the Trust for 2002.

            (i) The Servicer may, in accordance with such reasonable rules and
procedures as it may adopt, also make available through its Website or
otherwise, any additional information relating to the Mortgage Loans, the
Mortgaged Properties or the Borrowers, for review by the Depositor, the Rating
Agencies and any other Persons to whom the Servicer believes such disclosure is
appropriate, in each case except to the extent doing so is prohibited by
applicable law or by the related Mortgage Loan.

            (j) The Servicer and the Special Servicer shall send the following
items, in electronic form or otherwise, to any requesting party at the expense
of such requesting party (other than the Rating Agencies, and except as
otherwise provided in the last sentence of this paragraph) for review by the
Depositor, the Trustee, the Rating Agencies, any Certificateholder, any Person
identified to the Servicer or the Special Servicer, as applicable, by a
Certificateholder as a prospective transferee of a Certificate and any other
Persons to whom the Servicer or the Special Servicer, as applicable, believes
such disclosure to be appropriate: (i) all financial statements, occupancy
information, rent rolls, retail sales information, average daily room rates and
similar information received by the Servicer or the Special Servicer, as
applicable, from each Borrower, (ii) the inspection reports prepared by or on
behalf of the Servicer or the Special Servicer, as applicable, in connection
with the property inspections pursuant to Section 3.19, (iii) any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the Servicer or the Special Servicer, as applicable and (iv) any and all
officer's certificates and other evidence delivered to the Trustee and the
Depositor to support the Servicer's determination that any Advance was, or if
made would be, a Nonrecoverable Advance. Copies of any and all of the foregoing
items shall be available from the Servicer or the Special Servicer, as
applicable, or the Trustee, upon request. Copies of all such information shall
be delivered by the Servicer or the Special Servicer, as applicable, upon
request, not more frequently than quarterly to the Certificate Owners of the
Controlling Class (as identified by the related Depository Participant and for
so long as such Class remains outstanding) at the address specified by such
Certificate Owners; provided, however, that if beneficial ownership of the
Controlling Class resides in more than one Certificate Owner, the Servicer or
the Special Servicer, as applicable, shall be responsible only for the expense
of providing the first such copy of such information and shall be entitled to
reimbursement from the Trust Fund for the expense of any additional copies so
provided.

            (k) Notwithstanding the obligations of the Servicer and the Special
Servicer set forth in the preceding provisions of this Section 3.27, the
Servicer and the Special Servicer may withhold any information not yet included
in a Form 8-K filed with the Commission or otherwise made publicly available
with respect to which the Trustee, the Special Servicer or the Servicer has
determined that such withholding is appropriate.

            (l) Notwithstanding anything to the contrary herein, as a condition
to the Servicer or Special Servicer making any report or information available
upon request to any Person other than the parties hereto, the Servicer and
Special Servicer may require that the recipient of such information acknowledge
that the Servicer and Special Servicer may contemporaneously provide such
information to the Depositor, the Trustee, the Initial Purchaser, the
Underwriters, any Rating Agency and/or Certificateholders or Certificate Owners.
Each of the Servicer and the Special Servicer may condition such disclosure upon
the recipient entering into a reasonable and customary confidentiality agreement
reasonably acceptable to such servicer regarding such disclosure to it. Any
transmittal of information by the Servicer or Special Servicer to any Person
other than the Trustee, the Rating Agencies or the Depositor may be accompanied
by a letter from the Servicer or Special Servicer containing the following
provision:

            By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any person who possesses material, non-public information
            regarding the Trust which issued Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
            Series 2002-CP5 from purchasing or selling such Certificates in
            circumstances where the other party to the transaction is not also
            in possession of such information. You also acknowledge and agree
            that such information is being provided to you for the purposes of,
            and such information may be used only in connection with, evaluation
            by you or another Certificateholder, Certificate Owner or
            prospective purchaser of such Certificates or beneficial interest
            therein.

            The Servicer and the Special Servicer may, at its discretion, make
available by hard copy, electronic media, internet website or bulletin board
service certain information and may make available by hard copy, electronic
media, internet website or bulletin board service (in addition to making such
information available as provided herein) any reports or information required by
this Agreement that the Servicer or the Special Servicer is required to provide
to the Trustee, any of the Rating Agencies, the Depositor and anyone the
Depositor reasonably designates.

            Section 3.28   Lock-Box Accounts and Servicing Accounts.

            (a) The Servicer shall administer each Lock-Box Account, Cash
Collateral Account and Servicing Account in accordance with the related Mortgage
or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if
any.

            (b) For any Mortgage Loan that provides that a Lock-Box Account will
be established upon the occurrence of certain events specified in the related
Loan Documents, the Servicer (or, with respect to any Specially Serviced Loan,
the Special Servicer) shall establish or cause to be established on behalf of
the Trust such Lock-Box Account upon the occurrence of such events unless the
Servicer (or the Special Servicer, as applicable) determines, in accordance with
the Servicing Standard, that such Lock-Box Account should not be established.
Notwithstanding the foregoing, the Servicer (or the Special Servicer, as
applicable) shall establish or cause to be established a Lock-Box Account for
each ARD Mortgage Loan no later than its Anticipated Repayment Date.

            Section 3.29   Interest Reserve Account.

            (a) The Trustee shall establish, on or before the Closing Date, and
maintain the Interest Reserve Account on behalf of the Lower-Tier REMIC. The
Trustee shall give notice to the Servicer, the Special Servicer and the
Depositor of the location of the Interest Reserve Account and, prior to any
change thereof, any new location of the Interest Reserve Account. On each
Distribution Date ending in any February and on any Distribution Date ending in
any January which occurs in a year which is not a leap year, the Trustee shall
withdraw from the Lower-Tier Distribution Account and deposit into the Interest
Reserve Account in respect of each Actual/360 Mortgage Loan an amount withheld
from the related Monthly Payment or P&I Advance equal to one day's interest on
the Stated Principal Balance of such Actual/360 Mortgage Loan as of the
Distribution Date occurring in the month preceding the month in which such
Distribution Date occurs at the related Net Mortgage Rate, to the extent a full
Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive January and February (or, in the case of a leap
year, in any February), "Withheld Amounts").

            (b) On each Distribution Date occurring in March, the Trustee shall
withdraw from the Interest Reserve Account an amount equal to the Withheld
Amounts from the preceding December and January Interest Accrual Periods, if
any, and deposit such amount (excluding any net investment income thereon) into
the Lower-Tier Distribution Account.

            (c) If any loss shall be incurred in respect of any Permitted
Investment directed to be made by the Trustee, and on deposit in the Interest
Reserve Account, the Trustee shall deposit therein no later than the
Distribution Date, without right of reimbursement, the amount of the Net
Investment Loss, if any, with respect to such account for the period from the
immediately preceding Distribution Date to such Distribution Date. On each
Distribution Date, the Trustee shall be permitted to withdraw any Net Investment
Earnings from the Interest Reserve Account.

            Section 3.30   Limitations on and Authorizations of the Servicer and
Special Servicer with Respect to Certain Mortgage Loans.

            (a) Prior to taking any action with respect to a Specially Serviced
Mortgage Loan secured by any Mortgaged Properties located in a "one-action"
state, the Special Servicer shall consult with legal counsel, the fees and
expenses of which shall be a Servicing Advance.

            (b) With respect to any Specially Serviced Mortgage Loan which
permits the related Borrower, with the consent or grant of a waiver by the
mortgagee, to incur additional indebtedness (other than as provided in Section
3.08(i)) or to amend or modify the related Borrower's organizational documents,
the Special Servicer may consent (subject, without limitation, to Section
3.20(e) hereof) to either such action, or grant a waiver with respect thereto,
only if the Special Servicer determines that such consent or grant of waiver is
likely to result in a greater recovery on a present value basis (discounted at
the related Mortgage Rate) than the withholding of such consent or grant of
waiver, and the Special Servicer first obtains written confirmation from S&P
that such consent or grant of waiver would not, in and of itself, result in a
downgrade, qualification or withdrawal of any of the then-current ratings
assigned to the Certificates. The Servicer shall not be entitled or required to
consent to, or grant a waiver with respect to, either action, except in
accordance with Section 3.08(i) hereof.

            (c) With respect to any ARD Mortgage Loan, so long as no event of
default beyond applicable notice and grace periods has occurred and is
continuing, the Servicer and the Special Servicer (if such ARD Mortgage Loan is
a Specially Serviced Mortgage Loan) shall not take any enforcement action with
respect to the payment of Excess Interest or principal in excess of the
principal component of the constant Monthly Payment, other than requests for
collection, until the date on which principal and all accrued interest (other
than Excess Interest) has been paid in full (the failure of the Borrower to pay
Excess Interest shall not be considered an event of default for purposes of this
paragraph). Nothing in this paragraph shall limit the obligation of the Servicer
and the Special Servicer to establish a Lock-Box Account pursuant to Section
3.28.

            (d) [Reserved.]

            (e) With respect to any Specially Serviced Mortgage Loan that
permits the related Borrower to incur subordinate indebtedness secured by the
related Mortgaged Property, the Special Servicer shall enforce the rights of the
lender, if any, under the Loan Documents to require such borrower to require the
lender of such subordinate indebtedness to enter into a subordination and
standstill agreement with the lender.

            (f) [Reserved.]

            (g) The Servicer or Special Servicer (if such Loan is a Specially
Serviced Mortgage Loan) shall not grant any discretionary consent to a transfer
of the 1633 Broadway B Loan pursuant to Section 16 of the A/B Intercreditor
Agreement or to any additional cure beyond those specifically provided for in
Section 8(b) of the A/B Intercreditor Agreement unless it obtains the consent of
the Directing Certificateholder (which consent with respect to the transfer of
such B Loan shall not be unreasonably withheld, conditioned or delayed, after
receipt of all information needed or reasonably requested to make an informed
decision). The Servicer shall receive any such request for a discretionary
consent from the B Loan Holder, and shall forward its written analysis and
recommendation (along with the documents used to support such recommendation) to
the Special Servicer. The Special Servicer shall review any such recommendation
(which approval shall be deemed granted if not denied within 15 Business Days of
its receipt of the Servicer's written analysis, recommendation and any
additional documents and information that the Special Servicer may reasonably
request) and promptly (in any event, within not more than 10 Business Days of
its receipt of the Servicer's recommendation and any additional documents and
information that the Special Servicer may reasonably request) forward such
analysis and recommendation to the Directing Certificateholder, who shall
approve or reject such recommendation. The Directing Certificateholder shall be
deemed to have approved such recommendation if not denied within 5 Business Days
of its receipt of the Special Servicer's recommendation and any additional
documents and information that the Directing Certificateholder may reasonably
request. The Servicer shall then process such documentation. Notwithstanding the
foregoing, the Servicer shall not grant any discretionary consent to a transfer
of the 1633 Broadway B Note pursuant to Section 16(b) of the A/B Intercreditor
Agreement unless it receives the rating agency confirmation required pursuant to
such A/B Intercreditor Agreement.

            (h) The Depositor shall, as to each Mortgage Loan which is secured
by the interest of the related Borrower under a ground lease, at its own
expense, promptly (and in any event within 45 days of the Closing Date) notify
the related ground lessor of the transfer of such Loan to the Trust pursuant to
this Agreement and inform such ground lessor that any notices of default under
the related ground lease should thereafter be forwarded to the Trustee, with a
copy of such notification to be provided to the Trustee.

            In the event that the Servicer receives notice of any termination of
any Environmental Insurance Policy that relates to one or more of the Mortgage
Loans, the Servicer shall, within three Business Days after receipt of such
notice, notify the Special Servicer, the Directing Certificateholder, the Rating
Agencies and the Trustee of such termination in writing. Upon receipt of such
notice, the Servicer or Special Servicer shall address such termination in
accordance with Section 3.07(a) in the same manner as it would the termination
of any other Insurance Policy required under the related Loan Documents.

            Section 3.31      REMIC Administration.

            (a) The Trustee shall make or cause to be made elections to treat
each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC under the Code
and if necessary, under State Tax Laws. Each such election will be made on Form
1066 or other appropriate federal tax or information return or any appropriate
state return for the taxable year ending on the last day of the calendar year in
which the Certificates are issued, which in each case shall be signed by the
Trustee. The Trustee shall designate the "regular interests" and the "residual
interests," within the meaning of the REMIC Provisions, in each REMIC as set
forth in the Preliminary Statement hereto. To the extent the affairs of the
Trust Fund are within their control, the Servicer, the Special Servicer and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in either Trust REMIC other than the foregoing
interests.

            (b) The Closing Date is hereby designated as the Startup Day for the
Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section
860G(a)(9) of the Code.

            (c) [Reserved.]

            (d) The Holder of the largest Percentage Interest of the Class LR
Certificates is hereby designated, and by the acceptance of its Class LR
Certificate agrees to act, as Tax Matters Person for the Lower-Tier REMIC. The
Holder of the largest Percentage Interest of the Class R Certificates is hereby
designated, and by the acceptance of its Class R Certificate agrees to act, as
Tax Matters Person for the Upper-Tier REMIC. The Trustee is hereby designated as
the agent of the Tax Matters Person of the Lower-Tier REMIC and the Upper-Tier
REMIC and shall perform all the functions thereof, and the Holders of the Class
LR and Class R Certificates, by their acceptance of such Certificates, agree to
such designation.

            (e) The Trustee shall prepare or cause to be prepared all of the Tax
Returns that it reasonably determines are required with respect to each Trust
REMIC created hereunder and shall sign and file or cause to be filed such Tax
Returns in a timely manner. The expenses of preparing such returns shall be
borne by the Trustee without any right of reimbursement therefor.

            (f) The Trustee shall provide (i) upon request by any Transferor of
a Class LR or Class R Certificate, such information to such Transferor and the
IRS as is (x) reasonably necessary for the application of any tax relating to
the transfer of a Class LR or Class R Certificate to any Person who is a
Disqualified Organization or (y) otherwise required to be provided by Treasury
Regulations Section 1.860E-2 (and in the time and manner required to be provided
to such person under such Regulations), (ii) to the Certificateholders such
information or reports as are required by the Code, the REMIC Provisions or
State Tax Laws including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii)
pursuant to Section 3.31(m), to the Internal Revenue Service the name, title,
address and telephone number of the person who will serve as the representative
of each of the Trust REMICs.

            (g) The Trustee shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Trustee's control and the
scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions
(and the Servicer and Special Servicer shall assist the Trustee, to the extent
reasonably requested by the Trustee to do so). None of the Servicer, the Special
Servicer or the Trustee shall knowingly or intentionally take any action, cause
the Trust Fund to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) cause either Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax under the REMIC Provisions
upon either Trust REMIC (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless such party receives an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and such party determines that taking such
action is in the best interest of the Trust Fund and the Certificateholders, at
the expense of the Trust Fund, but in no event at the expense of such party) to
the effect that the contemplated action will not, with respect to either Trust
REMIC, cause either Trust REMIC to fail to qualify as a REMIC or, unless such
party (which is acceptable to the Trustee) determines that the monetary expense
to either Trust REMIC is not material and in its sole discretion to indemnify
(to the extent reasonably acceptable to the Trustee) the Trust Fund against such
tax, result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the taking of such action might
result in the imposition of a tax on the Trust Fund, or may be taken only
pursuant to an Opinion of Counsel that such action would impose a tax on the
Trust Fund, such action may nonetheless be taken so long as (x) the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and (y) all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take any action
(whether or not authorized hereunder) as to which the Servicer has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could occur with respect to such action. In addition, prior to
taking any action with respect to the Trust Fund or its assets, or causing the
Trust Fund to take any action, which is not expressly permitted under the terms
of this Agreement, each of the parties hereto will consult with the Trustee or
its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to either Trust REMIC, and such party
shall not take any such action, or cause either Trust REMIC to take any such
action, as to which the Trustee has advised it in writing that an Adverse REMIC
Event could occur. The Trustee may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not expressly permitted by this Agreement. At all times as may be
required by the Code, the Trustee will to the extent within its control and the
scope of its duties as specifically set forth herein, maintain substantially all
of the assets of the Trust Fund as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (h) In the event that any tax is imposed on "prohibited
transactions" of either Trust REMIC as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of either Trust REMIC as defined
in Section 860G(c) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged (i)
to the Servicer, if such tax arises out of or results from a breach, which
breach constitutes negligence or willful misconduct of the Servicer, by the
Servicer of any of its obligations under this Agreement and such breach is not
caused by the breach of another party, (ii) to the Trustee, if such tax arises
out of or results from a breach, which breach constitutes negligence or willful
misconduct of the Trustee, by the Trustee of any of its obligations under this
Agreement and such breach is not caused by the breach of another party, (iii) to
the Special Servicer, if such tax arises out of or results from a breach, which
breach constitutes negligence or willful misconduct of the Special Servicer, by
the Special Servicer of any of its obligations under this Agreement and such
breach is not caused by the breach of another party and (iv) otherwise, against
amounts on deposit in the Collection Account, and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Optimal Interest Distribution Amount on each Class entitled
thereto in the same manner as if such taxes constituted an Uncovered Prepayment
Interest Shortfall Amount.

            (i) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each of the Trust REMICs on a calendar year
and on an accrual basis or as otherwise may be required by the REMIC Provisions.

            (j) Following the Startup Day, none of the Servicer, the Special
Servicer or the Trustee shall accept any contributions of assets to either Trust
REMIC unless the Servicer, the Special Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in either Trust
REMIC will not cause either Trust REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding or subject either Trust REMIC created
hereunder to any tax under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.

            (k) None of the Servicer, the Special Servicer or the Trustee shall
enter into any arrangement by which either Trust REMIC will receive a fee or
other compensation for services nor, to the extent reasonably within their
control, permit either Trust REMIC to receive an income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

            (l) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" of the Uncertificated
Lower-Tier Interests and the Regular Certificates (including the Class Q
Certificates) is the Rated Final Distribution Date.

            (m) Within 30 days after the Closing Date, the Trustee shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" (or applicable successor form) for the Upper-Tier REMIC
created hereunder.

            (n) None of the Trustee, the Servicer or the Special Servicer shall
sell or dispose of or substitute for any of the Mortgage Loans (except in
connection with (i) the default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged
Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the
Trust Fund, (iii) the termination of the Trust Fund pursuant to Article X of
this Agreement or (iv) a purchase of Loans pursuant to Article II, Section 3.18
or Section 9.01 of this Agreement) nor acquire any assets for the Trust Fund or
either Trust REMIC, nor sell or dispose of any investments in the Collection
Account for gain, nor accept any contributions to either Trust REMIC after the
Closing Date, unless it has received an Opinion of Counsel (at the expense of
the Person seeking such sale or acquisition) that such sale or disposition will
not affect adversely the status of either Trust REMIC as a REMIC or cause either
Trust REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.

            (o) The Depositor shall provide or cause to be provided to the
Trustee, within ten (10) days after the Closing Date, and thereafter on an
ongoing basis, all information or data requested by the Trustee that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
Issue Prices of the Certificates, including without limitation, the price,
yield, original issue discount, issue premium and projected cash flow of the
Certificates. In addition, the Servicer, the Special Servicer and the Depositor
shall provide on a timely basis to the Trustee or its designee such information
with respect to the Trust Fund as is in its possession and reasonably requested
by the Trustee to enable it to perform its obligations under this Article. The
Trustee shall be entitled to rely conclusively upon all such information so
provided to it without recalculation or other investigation.

            (p) The Trustee shall be entitled to reasonable compensation and to
the reimbursement of its reasonable expenses incurred in the performance of its
duties under this Section 3.31 as may be agreed upon by the Trustee and the
Depositor; provided, however, that the Trustee shall pay out of its own funds,
without any right of reimbursement, any and all ordinary expenses of the Trust
Fund incurred in the performance of its duties under this Article but shall be
reimbursed, except as otherwise expressly provided for herein, by the Trust Fund
for any of its extraordinary expenses, including any taxes or tax-related
payments, any expenses involved in any tax examination, audit or proceeding, and
the expense of any tax-related Opinion of Counsel or other professional advice
requested by the Trustee for the benefit or protection of the
Certificateholders.

            Section 3.32  Servicer and Special Servicer May Own Certificates.

            (a) The Servicer and any agent of the Servicer in its individual or
any other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not the Servicer or such agent, except with
respect to Voting Rights, as set forth in the definition of "Certificateholder."

            (b) The Special Servicer and any agent of the Special Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Special
Servicer or such agent, except with respect to Voting Rights, as set forth in
the definition of "Certificateholder."

            Section 3.33  Rights of the Holder of the 1633 Broadway B Loan.

            (a) So long as (1) no Monetary Event of Default (as defined in the
related A/B Intercreditor Agreement) has occurred and is continuing (or if a
Monetary Event of Default has occurred and is continuing but the holder of the
1633 Broadway B Loan is exercising its cure rights in accordance with the A/B
Intercreditor Agreement, then prior to the expiration of the cure period) and
(2) the 1633 Broadway Loan is not then a Specially Serviced Loan, the prior
written consent of the B Loan Holder shall be required with respect to any
modification, amendment, consolidation, spreader, restatement or waiver which
would (A) change the aggregate principal amount evidenced by the A Note and the
1633 Broadway B Note, (B) change the interest rate payable under any of the A
Note or the 1633 Broadway B Note, (C) modify the maturity date of the 1633
Broadway Loan, (D) provide for the payment of any additional interest,
additional fees, kicker or similar equity feature in respect of the 1633
Broadway Loan or (E) change the amount of any payments required under the A Note
or the 1633 Broadway B Note or modify any related amortization schedule.
Notwithstanding the foregoing, any amounts funded by either the Servicer or the
B Loan Holder under the related Loan Documents as a result of (x) the making of
any Advances, or (y) interest accruals or accretions and any compounding thereof
(including default interest) with respect to the A Note or the 1633 Broadway B
Note shall not at any time be deemed to contravene this subsection.

            (b) With respect to the 1633 Broadway Loan, pursuant to the related
A/B Intercreditor Agreement, either the Servicer (if the 1633 Broadway Loan is
not a Specially Serviced Loan) or the Special Servicer (if the 1633 Broadway
Loan is a Specially Serviced Loan), as applicable, shall consult with the B Loan
Holder regarding its views (but may, subject to the provisions of Section
3.33(a), disregard any advice or direction provided) pursuant to Section 4 of
the A/B Intercreditor Agreement, and shall provide the B Loan Holder with any
non-proprietary proposals and back-up materials that are used by either the
Servicer or the related Special Servicer, as applicable, in developing such
proposals (as reasonably determined by either the Servicer or such Special
Servicer, as applicable) at least ten (10) Business Days prior to any of the
following actions being taken:

            (i) any foreclosure upon or comparable conversion (which may include
      acquisitions of an REO Property) of the ownership of the Mortgaged
      Property or any acquisition of the Mortgaged Property by deed-in-lieu of
      foreclosure;

            (ii) any modification of, or waiver with respect to, the Loan that
      would result in the extension of the maturity date or extended maturity
      date thereof, a discounted payoff of the Loan, a reduction in the interest
      rate borne thereby or the monthly debt service payment or a deferral or a
      forgiveness of interest on or principal of the Loan or a modification or
      waiver of any other monetary term of the Loan relating to the timing or
      amount of any payment of principal or interest (other than default
      interest) or any other material sums due and payable under the Loan
      Documents or a modification or waiver of any provision of the Loan which
      restricts the Borrower or its equity owners from incurring additional
      indebtedness;

            (iii) any proposed sale of such Loan if it is a Defaulted Mortgaged
      Loan or REO Property (other than upon termination of the Trust pursuant to
      Article IX);

            (iv) any determination to bring the related Mortgaged Property or
      the related REO Property into compliance with Environmental Laws;

            (v) any release of collateral for the related Loan (other than in
      accordance with the terms of, or upon satisfaction of, such Loan and the
      related 1633 Broadway B Note);

            (vi) any acceptance of substitute or additional collateral for the
      related Loan (other than in accordance with the terms thereof);

            (vii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
      and

            (viii) any acceptance of an assumption agreement releasing such
      Borrower from liability under such Loan.

            The B Loan Holder has agreed pursuant to the related A/B
Intercreditor Agreement that it will provide the Servicer or the related Special
Servicer, as applicable, with its response to any proposed actions pursuant to
this Section 3.33(b) within ten (10) Business Days after its receipt of any such
proposal and any back-up materials and shall be deemed not to have responded if
no response is received within such ten (10) Business Days.

            Notwithstanding anything to the contrary contained in this Section
3.33(b), the Servicer or the Special Servicer, as applicable may in its sole
discretion, reject any advice or consultation provided by the B Loan Holder, and
neither the Servicer nor the related Special Servicer, as applicable, by virtue
of this Section 3.33(b), shall be required to take any action that would (and
the Servicer and related Special Servicer may ignore and act without regard to
any advice, direction or objection of the B Loan Holder that the Servicer or the
related Special Servicer has determined, in its reasonable, good faith judgment
would) violate applicable law, the terms of the related loan documents or any
provision of this Agreement, including the obligation to act in accordance with
the Servicing Standard or the REMIC Provisions.


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01  Distributions.

            (a) On each Distribution Date prior to the date on which the
Certificate Balance of the last outstanding Class of Subordinate Certificates
has been reduced to zero, to the extent of the Available Funds for such
Distribution Date, the Trustee shall transfer or be deemed to transfer such
amounts from the Lower-Tier Distribution Account to the Upper-Tier Distribution
Account in the amounts and priorities set forth in Section 4.01(b) with respect
to each Class of Uncertificated Lower-Tier Interests, and immediately
thereafter, shall make distributions thereof from the Upper-Tier Distribution
Account in the following order of priority, satisfying in full, to the extent
required and possible, each priority before making any distribution with respect
to any succeeding priority from the Available Funds:

            (i) concurrently, to the Class A-1, Class A-2, Class A-X and Class
      A-SP Certificates, pro rata, up to the Optimal Interest Distribution
      Amounts for each such Class for such Distribution Date;

            (ii) to the Class A-1 and Class A-2 Certificates, in reduction of
      the Certificate Balances thereof, an amount up to the Principal
      Distribution Amount for such Distribution Date, in the following order of
      priority:

            first, to the Class A-1 Certificates, until the Certificate Balance
      thereof has been reduced to zero; and

            second, to the Class A-2 Certificates, until the Certificate Balance
      thereof has been reduced to zero;

            (iii) to the Class A-1 and Class A-2 Certificates, pro rata (based
      on the aggregate unreimbursed Collateral Support Deficit previously
      allocated to each such Class), until all amounts of such Collateral
      Support Deficit previously allocated to such Classes, but not previously
      reimbursed, have been reimbursed in full;

            (iv) to the Class B Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (v) to the Class B Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (vi) to the Class B Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class B Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (vii) to the Class C Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (viii) to the Class C Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (ix) to the Class C Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class C Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (x) to the Class D Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xi) to the Class D Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xii) to the Class D Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class D Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xiii) the Class E Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xiv) to the Class E Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xv) to the Class E Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class E Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xvi) to the Class F Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xvii) to the Class F Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xviii) to the Class F Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class F Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xix) to the Class G Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xx) to the Class G Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxi) to the Class G Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class G Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxii) to the Class H Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxiii) to the Class H Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxiv) to the Class H Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class H Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxv) to the Class J Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xxvi) to the Class J Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxvii) to the Class J Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class J Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxviii) to the Class K Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxix) to the Class K Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxx) to the Class K Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class K Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxxi) to the Class L Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxii) to the Class L Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxiii) to the Class L Certificates, until all amounts of
      Collateral Support Deficit previously allocated to the Class L
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (xxxiv) to the Class M Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxv) to the Class M Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxvi) to the Class M Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class M Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xxxvii) to the Class N Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxviii)to the Class N Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (xxxix) to the Class N Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class N Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xl) to the Class O Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xli) to the Class O Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlii) to the Class O Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class O Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xliii) to the Class P Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xliv) to the Class P Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlv) to the Class P Certificates, until all amounts of Collateral
      Support Deficit previously allocated to the Class P Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (xlvi) to the Class Q Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xlvii) to the Class Q Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlviii) to the Class Q Certificates, until all amounts of
      Collateral Support Deficit previously allocated to the Class Q
      Certificates, but not previously reimbursed, have been reimbursed in full;
      and

            (xlix) to the Class R Certificates, the amount, if any, remaining in
      the Upper-Tier Distribution Account after all other distributions pursuant
      to this Section 4.01(a) and Section 4.01(e).

            (b) On each Distribution Date, each Uncertificated Lower-Tier
Interest (other than the Class LA-1-1, Class LA-1-2. Class LA-1-3, Class LA-1-4,
Class LA-2-1, Class LA-2-2, Class LA-2-3, Class LE-1 or Class LE-2
Uncertificated Interests) shall be deemed to receive distributions from the
Lower-Tier Distribution Account in respect of principal or reimbursement of
Collateral Support Deficit in an amount equal to the amount of principal or
reimbursement of Collateral Support Deficit distributable to such Uncertificated
Lower-Tier Interest's respective Class of Related Certificates as provided in
Sections 4.01(a) and (c). On each Distribution Date, for so long as the
Certificate Balance of the Class A-1 Certificates is greater than $310,299,000,
the Class LA-1-1 Uncertificated Interest shall be deemed to receive
distributions from the Lower-Tier Distribution Account in respect of principal
in an amount equal to the amount of principal distributable to the Class A-1
Certificates as provided in Sections 4.01(a) and (c). On each Distribution Date,
for so long as the Certificate Balance of the Class A-1 Certificates is
$310,299,000 or less, but greater than $225,396,000, the Class LA-1-2
Uncertificated Interest shall be deemed to receive distributions from the
Lower-Tier Distribution Account in respect of principal in an amount equal to
the amount of principal distributable to the Class A-1 Certificates as provided
in Sections 4.01(a) and (c). On each Distribution Date, for so long as the
Certificate Balance of the Class A-1 Certificates is $225,396,000 or less, but
greater than $64,153,000, the Class LA-1-3 Uncertificated Interest shall be
deemed to receive distributions from the Lower-Tier Distribution Account in
respect of principal in an amount equal to the amount of principal distributable
to the Class A-1 Certificates as provided in Sections 4.01(a) and (c). On each
Distribution Date, for so long as the Certificate Balance of the Class A-1
Certificates is $64,153,000 or less, but greater than zero, the Class LA-1-4
Uncertificated Interest shall be deemed to receive distributions from the
Lower-Tier Distribution Account in respect of principal in an amount equal to
the amount of principal distributable to the Class A-1 Certificates as provided
in Sections 4.01(a) and (c). On each Distribution Date, for so long as the
Certificate Balance of the Class A-2 Certificates is $620,320,000 or less, but
greater than $609,151,000, the Class LA-2-1 Uncertificated Interest shall be
deemed to receive distributions from the Lower-Tier Distribution Account in
respect of principal in an amount equal to the amount of principal distributable
to the Class A-2 Certificates as provided in Sections 4.01(a) and (c). On each
Distribution Date, for so long as the Certificate Balance of the Class A-2
Certificates is $609,151,000 or less, but greater than $558,646,000, the Class
LA-2-2 Uncertificated Interest shall be deemed to receive distributions from the
Lower-Tier Distribution Account in respect of principal in an amount equal to
the amount of principal distributable to the Class A-2 Certificates as provided
in Sections 4.01(a) and (c). On each Distribution Date, for so long as the
Certificate Balance of the Class A-2 Certificates is $558,646,000 or less, but
greater than zero, the Class LA-2-3 Uncertificated Interest shall be deemed to
receive distributions from the Lower-Tier Distribution Account in respect of
principal in an amount equal to the amount of principal distributable to the
Class A-2 Certificates as provided in Sections 4.01(a) and (c). On each
Distribution Date, for so long as the Certificate Balance of the Class E
Certificates is $17,780,000 or less, but greater than $12,349,000, the Class E-1
Uncertificated Interest shall be deemed to receive distributions from the
Lower-Tier Distribution Account in respect of principal in an amount equal to
the amount of principal distributable to the Class E Certificates as provided in
Sections 4.01(a) and (c). On each Distribution Date, for so long as the
Certificate Balance of the Class E Certificates is $12,349,000 or less, but
greater than zero, the Class E-2 Uncertificated Interest shall be deemed to
receive distributions from the Lower-Tier Distribution Account in respect of
principal in an amount equal to the amount of principal distributable to the
Class E Certificates as provided in Sections 4.01(a) and (c). On each
Distribution Date, the Class LA-1-1, Class LA-1-2, Class LA-1-3 and Class LA-1-4
Uncertificated Interests, the Class LA-2-1, Class LA-2-2 and Class LA-2-3
Uncertificated Interests and the Class LE-1 and Class LE-2 Uncertificated
Interests shall be deemed to receive distributions from the Lower-Tier
Distribution Account in respect of reimbursement of Collateral Support Deficit
distributable to the Class A-1, Class A-2 and Class E Certificates,
respectively, as provided in Sections 4.01(a) and (c), in each case on a pro
rata basis (based on the aggregate Collateral Support Deficit previously
allocated to such Uncertificated Lower-Tier Interests).

            During each Interest Accrual Period, each Uncertificated Lower-Tier
Interest shall accrue interest in an amount equal to the product of the
Lower-Tier Principal Amount of each such Uncertificated Lower-Tier Interest and
the Weighted Average Net Mortgage Rate. On each Distribution Date, each
Uncertificated Lower-Tier Interest shall be deemed to receive distributions in
respect of interest in an amount equal to the sum of (i) the amount of interest
that will actually be distributed in respect of such Uncertificated Lower-Tier
Interest's Related Certificate (provided that the interest distributed in
respect of the Class A-1 Certificates shall be allocated to the Class LA-1-1,
Class LA-1-2, Class LA-1-3 and Class LA-1-4 Uncertificated Interests, pro rata
based on interest accrued; the interest distributed in respect of the Class A-2
Certificates shall be allocated to the Class LA-2-1, Class LA-2-2 and Class
LA-2-3 Uncertificated Interests, pro rata based on interest accrued; and the
interest distributed in respect of the Class E Certificates shall be allocated
to the Class LE-1 and Class LE-2 Uncertificated Interests, pro rata based on
interest accrued) and (ii) the amount of interest that will actually be
distributed in respect of such Uncertificated Lower-Tier Interest's
corresponding related Component or Components. In all events, the amount accrued
in respect of each Uncertificated Lower-Tier Interest less the amount actually
distributed in respect of such Uncertificated Lower-Tier Interest shall equal
the sum of (i) the Interest Shortfall Amount allocated to such Uncertificated
Lower-Tier Interest's Related Certificate and allocated pro rata to the Class
LA-1-1, Class LA-1-2, Class LA-1-3 and Class LA-1-4 Uncertificated Interests, in
the case of the Class A-1 Certificates; to the Class LA-2-1, Class LA-2-2 and
Class LA-2-3 Uncertificated Interests, in the case of the Class A-2
Certificates; and to the Class LE-1 and Class LE-2 Uncertificated Interests, in
the case of the Class E Certificates, based on their respective Interest
Shortfall Amounts and (ii) the Interest Shortfall Amount allocated to the
related Class A-X Component or Class A-SP Component and attributable to such
Uncertificated Lower-Tier Interest. Any amounts remaining in the Lower-Tier
Distribution Account after payment to the Uncertificated Lower-Tier Interest
pursuant to this Section 4.01(b) and Section 4.01(d) and payment of expenses of
the Trust Fund shall be distributed to the Class LR Certificates.

            Such amounts distributed to the Uncertificated Lower-Tier Interests
in respect of principal, interest and reduction of Collateral Support Deficit
with respect to any Distribution Date are referred to herein collectively as the
"Lower-Tier Distribution Amount" and shall be deemed to be deposited by the
Trustee in the Upper-Tier Distribution Account.

            As of any date, payments of principal in respect of the Mortgage
Loans and the Collateral Support Deficit shall be allocated to the
Uncertificated Lower-Tier Interests such that the sum of the principal balance
after application of any Collateral Support Deficit of each Uncertificated
Lower-Tier Interest and the cumulative amount of Collateral Support Deficit
allocated to such Class of Uncertificated Lower-Tier Interests equals the sum of
the Certificate Balance of the Related Certificates after the application of any
Collateral Support Deficit with respect thereto and the cumulative amount of
Collateral Support Deficit allocated to such Class of Related Certificates;
provided that the Lower-Tier Principal Amount of the Class LA-1-1 Uncertificated
Interest shall be the lesser of $42,819,000 and the excess of the Certificate
Balance of the Class A-1 Certificates over $310,299,000, the Lower-Tier
Principal Amount of the Class LA-1-2 Uncertificated Interest shall be the lesser
of $84,903,000 and the excess of the Certificate Balance of the Class A-1
Certificates over $225,396,000, the Lower-Tier Principal Amount of the Class
LA-1-3 Uncertificated Interest shall be the lesser of $161,243,000 and the
excess of the Certificate Balance of the Class A-1 Certificates over
$64,153,000, and the Lower-Tier Principal Amount of the Class LA-1-4
Uncertificated Interest shall be the lesser of $64,153,000 and the Certificate
Balance of the Class A-1 Certificates, in each case reduced by any Collateral
Support Deficit allocated to the Class A-1 Certificates, first, to the Class
LA-1-1 Uncertificated Interest, then the Class LA-1-2 Uncertificated Interest,
then the Class LA-1-3 Uncertificated Interest and then the Class LA-1-4
Uncertificated Interest; the Lower-Tier Principal Amount of the Class LA-2-1
Uncertificated Interest shall be the lesser of $11,169,000 and the excess of the
Certificate Balance of the Class A-2 Certificates over $609,151,000, the
Lower-Tier Principal Amount of the Class LA-2-2 Uncertificated Interest shall be
the lesser of $50,505,000 and the excess of the Certificate Balance of the Class
A-2 Certificates over $558,646,000 and the Lower-Tier Principal Amount of the
Class LA-2-3 Uncertificated Interest shall be the lesser of $558,646,000 and the
Certificate Balance of the Class A-2 Certificates, in each case reduced by any
Collateral Support Deficit allocated to the Class A-2 Certificates, first, to
the Class LA-2-1 Uncertificated Interest, then the Class LA-2-2 Uncertificated
Interest and then the Class LA-2-3 Uncertificated Interest; and the Lower-Tier
Principal Amount of the Class LE-1 Uncertificated Interest shall be the lesser
of $5,431,000 and the excess of the Certificate Balance of the Class E
Certificates over $12,349,000 and the Lower-Tier Principal Amount of the Class
LE-2 Uncertificated Interest shall be the lesser of $12,349,000 and the
Certificate Balance of the Class E Certificates, in each case reduced by any
Collateral Support Deficit allocated to the Class E Certificates, first, to the
Class LE-1 Uncertificated Interest and then the Class LE-2 Uncertificated
Interest. The initial principal balance of each Uncertificated Lower-Tier
Interest equals the respective Original Lower-Tier Principal Amount. The
interest rate with respect to each Uncertificated Lower-Tier Interest will be
the Weighted Average Net Mortgage Rate.

            Interest Shortfall Amounts allocated to the Class A-X and Class A-SP
Certificates shall be attributed to the Uncertificated Lower-Tier Interests to
the extent of their related Class A-X Components and Class A-SP Components, pro
rata, based on interest accrued on such Components. Any amounts so allocated
shall have the same seniority as interest payments due on the Class A-X and
Class A-SP Certificates. Prepayment Interest Shortfalls shall be allocated to
each Class of Uncertificated Lower-Tier Interests pro rata on the basis of their
respective interest entitlements.

            (c) Notwithstanding the foregoing, on each Distribution Date
occurring on or after the date on which the Certificate Balance of the last
outstanding Class of Subordinate Certificates has been reduced to zero, the
Trustee shall apply amounts on deposit in the Upper-Tier Distribution Account in
the following order of priority: (i) concurrently, to the Class A-1, Class A-2,
Class A-X and Class A-SP Certificates, pro rata, in respect of the Optimal
Interest Amount allocable to each such Class; (ii) to the Class A-1 and Class
A-2 Certificates, pro rata in reduction of the Certificate Balances thereof,
until the Certificate Balance of each such Class has been reduced to zero; and
(iii) to the Class A-1 and Class A-2 Certificates, pro rata (based on the
aggregate unreimbursed Collateral Support Deficit previously allocated to such
Class) until all amounts of such Collateral Support Deficit previously allocated
to such Classes but not previously reimbursed have been reimbursed in full.

            (d) On each Servicer Remittance Date, the Servicer shall remit to
the Trustee all Prepayment Premiums and Yield Maintenance Charges for deposit in
the Lower-Tier Distribution Account for payment to the Uncertificated Lower-Tier
Interests. On each Distribution Date, the Trustee shall be deemed to withdraw
from the Lower-Tier Distribution Account an aggregate amount equal to all
Prepayment Premiums and Yield Maintenance Charges actually collected on the
Loans or any REO Loans during the related Due Period and shall be deemed to
distribute such amount to the Uncertificated Lower-Tier Interests, pro rata in
proportion to their outstanding principal balances.

            (e) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent
Prepayment Premiums and Yield Maintenance Charges actually collected on Loans or
REO Loans during the related Due Period and remitted in respect of the
Uncertificated Lower-Tier Interests pursuant to Section 4.01(d), and shall
distribute such amounts as follows:

            (i) Prepayment Premiums shall be distributed to the Class A-1, Class
      A-2, Class B, Class C, Class D, Class E, Class F, Class G and Class H
      Certificates, in an amount equal to the product of (a) a fraction whose
      numerator is the amount distributed as principal to such Class on such
      Distribution Date, and whose denominator is the total amount distributed
      as principal to the Class A-1, Class A-2, Class B, Class C, Class D, Class
      E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
      Class O, Class P and Class Q Certificates on such Distribution Date, (b)
      25% and (c) the total amount of Prepayment Premiums collected during the
      related Due Period. Any Prepayment Premiums collected during the related
      Due Period and remaining after such distributions shall be distributed to
      the Holders of the Class A-X Certificates; and

            (ii) Yield Maintenance Charges shall be distributed to the Class
      A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G and
      Class H Certificates, in an amount equal to the product of (a) a fraction
      whose numerator is the amount distributed as principal to such Class on
      such Distribution Date, and whose denominator is the total amount
      distributed as principal to the Class A-1, Class A-2, Class B, Class C,
      Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
      Class M, Class N, Class O, Class P and Class Q Certificates on such
      Distribution Date, (b) the Base Interest Fraction for the related
      Principal Prepayment and such Class of Certificates and (c) the aggregate
      amount of Yield Maintenance Charges collected on such Principal Prepayment
      during the related Due Period. Any Yield Maintenance Charges collected
      during the related Due Period remaining after such distributions shall be
      distributed to the Holders of the Class A-X Certificates.

            Following the reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates to zero, the Trustee shall distribute to the Class A-X Certificates
all Yield Maintenance Charges and Prepayment Premiums actually received during
the related Due Period with respect to the Mortgage Loans and remitted in
respect of Uncertificated Lower-Tier Interests pursuant to Section 4.01(d).

            (f) On any applicable Distribution Date, (i) the Trustee shall
withdraw from the Excess Interest Distribution Account any Excess Interest
collected in respect of the Loans for such Distribution Date and shall
distribute such amount to the Class V Certificates; and (ii) with respect to
amounts on deposit in the Excess Liquidation Proceeds Reserve Account, the
Trustee shall distribute such amount to the Certificateholders, in sequential
order, as reimbursement for previously allocated Collateral Support Deficit.

            (g) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of record of the respective Class at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates) and is the registered owner of Certificates
with an aggregate initial Certificate Balance (or in the case of the Class A-X
and Class A-SP Certificates, a Notional Balance) of at least $5,000,000 or, in
the case of the Class V Certificates, a Percentage Interest equal to 25% or, in
the case of the Class R or Class LR Certificates, a Percentage Interest equal to
10%, or otherwise by check mailed to the address of such Certificateholder as it
appears in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to such Certificate) shall be made in like
manner, but only upon presentation and surrender of such Certificate at the
offices of the Trustee or such other location specified in the notice to
Certificateholders of such final distribution.

            Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Depositor, the Servicer, the Special Servicer, the Underwriters or the Initial
Purchaser shall have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.

            (h) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall, no
later than two Business Days following the related P&I Advance Determination
Date, post a notice on the Website to the effect that no interest shall accrue
on such Certificates from and after such Distribution Date.

            Any funds not distributed to any Holder or Holders of Definitive
Certificates of any Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held uninvested in trust and credited to the account or accounts of
the appropriate non-tendering Holder or Holders. If any Definitive Certificates
as to which notice has been given pursuant to Section 4.01(h) shall not have
been surrendered for cancellation within six months after the time specified in
such notice, the Trustee shall mail a second notice to the remaining
non-tendering Definitive Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Definitive Certificates shall
not have been surrendered for cancellation, the Trustee, directly or through an
agent, shall take such steps to contact the remaining non-tendering Definitive
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Definitive Certificateholders following the first anniversary of
the delivery of such second notice to the non-tendering Certificateholders shall
be paid out of such funds. No interest shall accrue or be payable to any
Definitive Certificateholder on any amount held in trust hereunder by the
Trustee as a result of such Definitive Certificateholder's failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h).

            (i) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on
the relevant Distribution Date; provided, however, that all distributions in
reimbursement of Collateral Support Deficit previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register. Notice of any such distribution to a prior Holder shall be
made in accordance with Section 10.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Trustee shall attempt to contact such prior Holder in the
manner contemplated by Section 4.01(i) as if such Holder had failed to surrender
its Certificates.

            (j) Shortfalls in the Available Funds on any Distribution Date
resulting from Uncovered Prepayment Interest Shortfalls shall be allocated to
each Class of Regular Certificates, pro rata, based on the Accrued Certificate
Interest Amount distributable to each such Class on such Distribution Date. The
amount by which the servicing compensation is to be reduced in connection with
Prepayment Interest Shortfalls pursuant to the last paragraph of Section 3.11(a)
shall be deposited by the Servicer into the Collection Account on or prior to
the Servicer Remittance Date.

            (k) Shortfalls in the Available Funds resulting from unanticipated
Trust Fund indemnification expenses incurred pursuant to Section 6.03 and
Section 8.05 shall be allocated to the most subordinate Class of Certificates
then outstanding, until the Certificate Balance thereof is reduced to zero, and
then is allocated to the next most subordinate Class of Certificate then
outstanding.

            Section 4.02   Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others.

            (a) On each Distribution Date, based solely upon the information
regarding the Loans set forth in the Servicer Remittance Report prepared by the
Servicer and the other reports prepared by the Servicer and Special Servicer
relating to such Distribution Date, and only to the extent such information is
provided to the Trustee by the Servicer or Special Servicer, the Trustee shall
prepare and make available, and, upon request, forward, to any interested party,
including, but not limited to, each Holder of a Certificate, with copies to the
Depositor, the Servicer, the Special Servicer, the Underwriters, each Rating
Agency, Bloomberg, L.P., the Trepp Group, Charter Research Corporation and Intex
Solutions, Inc. and, if requested, any potential investors in the Certificates,
a written report (a "Statement to Certificateholders") setting forth the
following information:

            (i) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates applied to
      reduce the respective Certificate Balance thereof;

            (ii) the aggregate amount of the distribution to be made on such
      Distribution Date to the Holders of each Class of Certificates allocable
      to (A) such Class's Optimal Interest Distribution Amount and, separately
      stated, the portion thereof representing the Unpaid Interest Shortfall
      Amount for such Class and (B) Prepayment Premiums and Yield Maintenance
      Charges;

            (iii) separately stated, the aggregate amounts of Uncovered
      Prepayment Interest Shortfall Amounts and indemnification expenses of the
      Trust Fund allocable to the Holders of each Class of Certificates on such
      Distribution Date;

            (iv) the aggregate Certificate Balance or aggregate Notional
      Balance, as the case may be, of each Class of Regular Certificates, before
      and after giving effect to the distributions made on such Distribution
      Date, separately identifying any reduction in the aggregate Certificate
      Balance (or, in the case of the Class A-X and Class A-SP Certificates, the
      aggregate Notional Balance) of each such Class due to any Collateral
      Support Deficit;

            (v) the Pass-Through Rate for each Class of Certificates applicable
      to such Distribution Date;

            (vi) the number of outstanding Mortgage Loans and the aggregate
      unpaid principal balance of the Loans at the close of business on the
      related Determination Date;

            (vii) the number and aggregate unpaid principal balance of Mortgage
      Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C)
      delinquent 90 days or more, (D) that are Specially Serviced Mortgage Loans
      and not delinquent, (E) as to which foreclosure proceedings have been
      commenced or (F) with respect to which the related Borrowers are in
      bankruptcy;

            (viii) with respect to any REO Loan as to which the related
      Mortgaged Property became an REO Property during the preceding calendar
      month, the loan number, the city, state, property type, latest Debt
      Service Coverage Ratio, Stated Principal Balance, the date on which it
      became an REO Property and the unpaid principal balance of such Loan,
      including the amount of unreimbursed Advances for that period and in the
      aggregate;

            (ix) as to any Mortgage Loan repurchased by a Mortgage Loan Seller
      or otherwise liquidated or disposed of during the related Due Period, the
      Loan Number of the related Mortgage Loan, the Stated Principal Balance,
      the amount of any Realized Loss, the property name, the unpaid principal
      balance and the amount of proceeds of any repurchase of a Mortgage Loan,
      Liquidation Proceeds and/or other amounts, if any, received thereon during
      the related Due Period and the portion thereof included in the related
      Available Funds for such Distribution Date;

            (x) with respect to any REO Property included in the Trust Fund at
      the close of business on the related Due Date (A) the Loan Number of the
      related Mortgage Loan, (B) the value of such REO Property based on the
      most recent Appraisal or valuation, (C) the Stated Principal Balance and
      (D) the unpaid principal balance;

            (xi) with respect to any REO Property sold or otherwise disposed of
      during the related Due Period and for which a Final Recovery Determination
      has been made, (A) the Loan Number of the related Mortgage Loan, (B) the
      amount of sale proceeds and other amounts, if any, received in respect of
      such REO Property during the related Due Period and the portion thereof
      included in the related Available Funds for such Distribution Date, (C)
      the date of the Final Recovery Determination, (D) the amount of any
      Liquidation Expenses, (E) the Stated Principal Balance, (F) the unpaid
      principal balance and (G) the amount of any realized losses;

            (xii) the amount of Principal Prepayments (in the aggregate and
      broken out on a loan-by-loan basis) made during the related Due Period,
      the amount of any Yield Maintenance Charges and/or Prepayment Premiums (in
      the aggregate and broken out or a loan-by-loan basis) paid during the
      related Due Period and the aggregate amount of any Prepayment Interest
      Shortfalls not covered by the Servicer for such Distribution Date;

            (xiii) the amount of Servicing Advances and P&I Advances outstanding
      (net of reimbursed Advances) which have been made by the Servicer or the
      Trustee in the aggregate and by Mortgaged Property or Mortgage Loan, as
      the case may be;

            (xiv) the aggregate amount of Servicing Fees and Primary Servicing
      Fees retained by or paid to the Servicer or any Primary Servicer and
      Special Servicing Fees retained by or paid to the Special Servicer during
      the related Due Period;

            (xv) the amount of any Appraisal Reduction Amounts allocated during
      the related Due Period on a loan-by-loan basis; the total Appraisal
      Reduction Amounts allocated during the related Due Period; and the total
      Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan
      basis;

            (xvi) the Collateral Support Deficit, if any for such Distribution
      Date;

            (xvii) Trust Fund expenses incurred during the related Due Period;

            (xviii) original and current ratings of the Rating Agencies on all
      applicable Classes of Certificates; and

            (xix) the amounts held in the Excess Liquidation Proceeds Account.

            In the case of information furnished pursuant to subclauses (i),
(ii) and (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per $1,000 of
original Certificate Balance or Notional Balance, as the case may be.

            On each Distribution Date, the Trustee shall make available, and,
upon written request, forward to each Holder of a Class R or Class LR
Certificate a copy of the reports forwarded to the other Certificateholders on
such Distribution Date and a statement setting forth the amounts, if any,
actually distributed with respect to the Class R or Class LR Certificates
(including, in the case of the Class LR Certificates, amounts distributed in
respect of the Lower-Tier REMIC, stated separately) on such Distribution Date.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that it provided substantially comparable information pursuant to any
requirements of the Code as from time to time in force.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall make available, and, upon written request, send to each
Person who at any time during the calendar year was a Certificateholder of
record, a report summarizing on an annual basis (if appropriate) the items
provided to Certificateholders pursuant to Section 4.02(a)(ii) above and such
other information as may be required to enable such Certificateholders to
prepare their federal income tax returns. Such information shall include the
amount of original issue discount accrued on each Class of Certificates held by
Persons other than Holders exempted from the reporting requirements and
information regarding the expenses of the Trust. Such requirement shall be
deemed to be satisfied to the extent such information is provided pursuant to
applicable requirements of the Code from time to time in force.

            (b) On or prior to each Distribution Date, based on information
provided in reports prepared by the Servicer and the Special Servicer and
delivered to the Trustee in accordance herewith, the Trustee shall make
available via the Website or, upon request, forward to any interested party (i)
the related Statement to Certificateholders, (ii) the CMSA Loan Periodic Update
File, CMSA Loan Set-Up File, CMSA Bond Level File and CMSA Collateral Summary
File, (iii) the Unrestricted Servicer Reports and (iv) as a convenience for
interested parties (and not in furtherance of the distribution thereof under the
securities laws), the CMSA Financial File, the Prospectus Supplement, the
Prospectus and this Agreement.

            In addition, on or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Servicer and the Special
Servicer and delivered to the Trustee in accordance herewith, the Trustee shall
make available via the Website or, upon request, forward, solely to Privileged
Persons, (i) the Restricted Servicer Reports and (ii) the CMSA Property File.

            The Servicer and the Special Servicer shall not be required to
confirm, represent or warrant the accuracy or completeness of any other Person's
information or report included in any communication from the Servicer or the
Special Servicer under this Agreement.

            The Trustee shall not be liable for the dissemination of information
in accordance with this Section 4.02(b). The Trustee makes no representations or
warranties as to the accuracy or completeness of any report, document,
questions, answer, special event, or other information made available on the
Website and assumes no responsibility therefor. In addition, the Trustee may
disclaim responsibility for any information distributed by the Trustee for which
it is not the original source.

            In connection with providing access to the respective Website, the
Trustee or the Servicer, as applicable, may require registration and the
acceptance of a disclaimer.

            (c) The Trustee shall make available at its offices, during normal
business hours, upon reasonable written notice, for review by any
Certificateholder, any prospective investor in a Certificate, the Depositor, the
Servicer, the Special Servicer, any Rating Agency and any other Person to whom
the Depositor believes such disclosure is appropriate, originals or copies of
documents relating to the Loans and any related REO Properties to the extent in
its possession, including, without limitation, the following items (except to
the extent prohibited by applicable law or by the terms of any of the Mortgage
Documents): (i) this Agreement and any amendments thereto; (ii) all Statements
to Certificateholders delivered to the Certificateholders since the Closing
Date; (iii) all annual Officers' Certificates and all accountants' reports
delivered by the Servicer or Special Servicer to the Trustee since the Closing
Date regarding compliance with the relevant agreements; (iv) any and all
Officers' Certificates and other evidence delivered to or by the Trustee to
support the Servicer's or the Trustee's, as the case may be, determination that
any Advance, if made, would be a Nonrecoverable Advance; and (v) any other
materials not otherwise required to be provided to a requesting
Certificateholder pursuant to this Agreement, in situations where such
requesting Certificateholder declined to enter into a confidentiality agreement
with the Servicer. The Trustee shall make available at its offices, during
normal business hours, upon not less than ten Business Days' prior written
notice, for review by any Certificateholder, any prospective investor in a
Certificate, the Depositor, the Trustee, the Servicer, the Special Servicer, any
Rating Agency and any other Person to whom the Depositor believes such
disclosure is appropriate, originals or copies of any and all modifications,
waivers and amendments of the terms of a Loan entered into by the Servicer
and/or the Special Servicer and delivered to the Trustee. The Servicer shall
cooperate with the Trustee to make any of the above-mentioned items available to
any Certificateholder upon its request and payment by it of reasonable costs.
Copies of any and all of the foregoing items will be available from the Trustee
upon written request therefor. The Trustee will be permitted to require payment
by the requesting party (other than a Rating Agency) of a sum sufficient to
cover the reasonable costs and expenses of providing any copies thereof. The
Trustee's obligation under this Section 4.02(c) to make available any document
is subject to the Trustee's receipt of such document.

            (d) Notwithstanding the foregoing provisions of this Article 4.02,
the Trustee shall not be required to provide the full reporting provided for in
Sections 4.02(b) and (c) unless and until the Servicer provides its related
reporting to the Trustee in CMSA format.

            (e) The Servicer and the Special Servicer shall not be required to
conduct research or obtain information that is not available to the Servicer or
the Special Servicer, respectively, in the ordinary course of its servicing
activities hereunder. In addition, the Servicer and the Special Servicer shall
not be required to (i) answer commercially unreasonable questions, (ii) answer
questions relating to matters that extend beyond the scope of its duties as
Servicer or Special Servicer, respectively, (iii) answer questions that would,
in the Servicer's or the Special Servicer's sole discretion, require the
Servicer or the Special Servicer to devote an unreasonable amount of time or
resources to answer, (iv) disclose information that would violate the terms of
this Agreement, any of the Loan Documents or applicable law, rule or regulation
or initiate contact with Borrowers or third parties except in connection with
the ordinary course of its servicing duties hereunder or (v) express opinions or
make recommendations under this Section 4.02(b) (it being understood that the
Servicer and the Special Servicer may limit their responses to factual matters).
The provision of information hereunder by the Servicer and the Special Servicer
shall be subject to Section 3.27(k) and Section 3.27(l), as applicable.

            Section 4.03   P&I Advances.

            (a) On or before 3:00 p.m. New York City time on each P&I Advance
Date, the Servicer shall (i) deliver to the Trustee for deposit into the
Lower-Tier Distribution Account from its own funds an amount equal to the
aggregate amount of P&I Advances, if any, to be made in respect of the related
Distribution Date, (ii) apply amounts held in the Collection Account that are
not required to be part of the Available Funds for such Distribution Date or
(iii) make P&I Advances in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made. Any amounts held in the
Collection Account not required to be a part of the Available Funds for such
Distribution Date and so used to make P&I Advances shall be appropriately
reflected in the Servicer's records and replaced by the Servicer by deposit in
the Collection Account on or before the next succeeding P&I Advance
Determination Date (to the extent not previously replaced through the deposit of
Late Collections of the delinquent principal and/or interest in respect of which
such P&I Advances were made). If, as of 5:00 p.m., New York City time, on any
Servicer Remittance Date, the Trustee shall not have received any P&I Advance
required to be made by the Servicer pursuant to this Section 4.03(a) (and the
Servicer shall not have delivered to the Trustee the requisite Officer's
Certificate and documentation related to a determination of nonrecoverability of
a P&I Advance), then the Trustee shall provide notice of such failure to a
Servicing Officer of the Servicer by facsimile transmission sent to telecopy no.
913-253-9709 (or such alternative number provided by the Servicer to the Trustee
in writing) and by telephone at telephone no. 913-253-9000 (Attention: Servicing
Manager) (or such alternative number provided by the Servicer to the Trustee in
writing) as soon as possible, but in any event before 7:00 p.m., New York City
time, on such day. If after such notice the Trustee does not receive the full
amount of such P&I Advances by 11:00 a.m., New York City time, on the Business
Day immediately following such Servicer Remittance Date, then the Trustee shall
make the portion of such P&I Advances that was required to be, but was not, made
by the Servicer pursuant to this Section 4.03(a), provided that the Trustee
shall not be required to many any Advance with respect to any B Loan.

            (b) Subject to Sections 4.03(a), 4.03(c) and 4.03(e) below, the
aggregate amount of P&I Advances to be made by the Servicer with respect to any
Distribution Date shall equal the aggregate of: (i) all Monthly Payments (in
each case, net of related Primary Servicing Fees, Servicing Fees and Workout
Fees, if any), other than Balloon Payments, that were due during any related Due
Period and delinquent as of the close of business on the Business Day preceding
the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of
the Servicer); and (ii) with respect to each Loan as to which the related
Balloon Payment was due during or prior to the related Due Period and was
delinquent as of the end of the related Due Period (including any REO Loan as to
which the Balloon Payment would have been past due), an amount equal to the
Assumed Scheduled Payment therefor. All P&I Advances for any Loans that have
been modified shall be calculated on the basis of their terms as modified.
Subject to subsections (c) and (e) below, the obligation of the Servicer to make
such P&I Advances is mandatory and, with respect to any Loan or REO Loan, shall
continue until the Distribution Date on which the proceeds, if any, received in
connection with a Liquidation Event with respect thereto are to be distributed.

            (c) Notwithstanding anything herein to the contrary, neither the
Servicer nor the Trustee shall be required to make a P&I Advance, if the
Servicer or the Trustee determines, in accordance with the definition thereof,
that any such P&I Advance would be a Nonrecoverable Advance. The Trustee may
conclusively rely on any determination of nonrecoverability by the Servicer. The
Special Servicer shall not be required to make P&I Advances under this
Agreement. On the fourth Business Day before each Distribution Date, the Special
Servicer shall report to the Servicer the Special Servicer's determination as to
whether each P&I Advance made with respect to any previous Distribution Date or
required to be made with respect to such Distribution Date with respect to any
Specially Serviced Loan or REO Loan is a Nonrecoverable P&I Advance. The
Servicer shall be entitled to conclusively rely on (but shall not be bound by)
such determination.

            (d) In connection with the recovery of any P&I Advance out of the
Collection Account pursuant to Section 3.05(a), the Servicer shall be entitled
to pay itself or the Trustee, as the case may be, out of any amounts then on
deposit in the Collection Account, interest at the Reimbursement Rate in effect
from time to time, accrued on the amount of such P&I Advance from the date made
to but not including the date of reimbursement; provided, however, with respect
to any Loan as to which the related Loan Documents provide a grace period for
payments thereunder, interest shall not accrue on such P&I Advance during such
grace period. The Servicer shall reimburse itself or the Trustee, as the case
may be, for any outstanding P&I Advance as soon as practicably possible after
funds available for such purpose are deposited in the Collection Account.

            (e) Notwithstanding the foregoing, (i) neither the Servicer nor the
Trustee shall be required or permitted to make an advance in respect of Penalty
Charges, Prepayment Premiums, Yield Maintenance Charges, Balloon Payments or
Excess Interest, (ii) the amount required to be advanced in respect of
delinquent Monthly Payments and Assumed Scheduled Payments on any Loan that has
been subject to an Appraisal Reduction will equal, with respect to any
Distribution Date, the amount that would be required to be advanced by the
Servicer without giving effect to the Appraisal Reduction Amount, less the
Appraisal Reduction Amount, for such Distribution Date, and (iii) if the monthly
payment on any Loan has been reduced or the final maturity extended, in
connection with a bankruptcy or similar proceeding involving the related
Borrower or a modification, waiver or amendment granted or agreed to by the
Special Servicer pursuant to Section 3.20, and the monthly payment due and owing
during the extension period is less than the amount of the Monthly Payments
prior to such modification, then the Servicer shall, as to such Loan only,
advance only the amount of the Monthly Payment due and owing after taking into
account such reduction (net of related Primary Servicing Fees, Servicing Fees
and Workout Fees), in the event of subsequent delinquencies thereon.

            (f) The Special Servicer shall not be required to make any P&I
Advances.

            Section 4.04  Allocation of Collateral Support Deficit.

            (a) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01, the Trustee
shall calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance of the Loans and any REO Loans expected to be outstanding immediately
following such Distribution Date is less than (ii) the then aggregate
Certificate Balance of the Regular Certificates after giving effect to
distributions of principal on such Distribution Date (any such deficit, the
"Collateral Support Deficit"). Any allocation of Collateral Support Deficit to a
Class of Regular Certificates shall be made by reducing the Certificate Balance
thereof by the amount so allocated. Any Collateral Support Deficit allocated to
a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. The allocation of Collateral Support Deficit shall constitute an
allocation of losses and other shortfalls experienced by the Trust Fund.
Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates in
respect of which any such reimbursement is made.

            (b) On each Distribution Date, the Certificate Balances of the
Regular Certificates will be reduced without distribution to the extent of any
Collateral Support Deficit, if any, allocable to such Certificates with respect
to such Distribution Date. Such reductions shall be allocated among the
respective Certificates as follows: first, to the Class Q Certificates; second,
to the Class P Certificates; third, to the Class O Certificates; fourth, to the
Class N Certificates; fifth, to the Class M Certificates; sixth, to the Class L
Certificates, seventh, to the Class K Certificates, eighth, to the Class J
Certificates, ninth, to the Class H Certificates, tenth, to the Class G
Certificates, eleventh, to the Class F Certificates, twelfth, to the Class E
Certificates, thirteenth, to the Class D Certificates, fourteenth, to the Class
C Certificates, and fifteenth, to the Class B Certificates, in each case, until
the remaining Certificate Balance of each such Class of Certificates has been
reduced to zero. Following the reduction of the Certificate Balances of all such
Classes to zero, any remaining Collateral Support Deficit shall be allocated
among the Class A-1 and Class A-2 Certificates, pro rata (based upon the
Certificate Balance of each such Class), until the remaining Certificate
Balances of such Classes have been reduced to zero. Any Collateral Support
Deficit allocated to a Class of Certificates will be allocated among respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby.

            (c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates pursuant to Section 4.04(b) with
respect to such Distribution Date shall reduce the Lower-Tier Principal Amounts
of the Related Uncertificated Lower-Tier Interest with respect thereto as a
write-off (in the case of the Class LA-1-1, Class LA-1-2, Class LA-1-3 and Class
LA-1-4 Uncertificated Interests, to each such Interest in that order; in the
case of the Class LA-2-1, Class LA-2-2 and Class LA-2-3 Uncertificated
Interests, to each such Interest in that order; and in the case of the Class
LE-1 and Class LE-2 Uncertificated Interests, to each such Interest in that
order.

            Section 4.05  Appraisal Reduction Amounts.

            The aggregate Appraisal Reduction Amount will be allocated by the
Trustee on each Distribution Date to the Certificate Balance of the Class Q,
Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G,
Class F, Class E, Class D, Class C and Class B Certificates, in that order, up
to the amount of their respective Certificate Balances, for purposes of
determining the amount of P&I Advances with respect to the related Loans. On any
Distribution Date, an Appraisal Reduction Amount that otherwise would be
allocated to a Class of Certificates shall be allocated to the next most senior
Class to the extent that the Certificate Balance on such Distribution Date for
such Class of Certificates (prior to taking the Appraisal Reduction into
account) is less than the Appraisal Reduction Amount for such Distribution Date
(but only to the extent the Appraisal Reduction Amount exceeds the Certificate
Balance of the more subordinate Class).

            Section 4.06   Grantor Trust Reporting.

            The parties intend that the portions of the Trust Fund consisting of
Excess Interest and the Excess Interest Distribution Account shall constitute,
and that the affairs of the Trust Fund (exclusive of the Upper-Tier REMIC and
the Lower-Tier REMIC) shall be conducted so as to qualify such portions as, a
"grantor trust" under the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, the Trustee
shall furnish or cause to be furnished to Class V Certificateholders and shall
file, or cause to be filed with the Internal Revenue Service, together with Form
1041 or such other form as may be applicable, information returns with respect
to income relating to their share of Excess Interest and, at the time or times
and in the manner required by the Code.


                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01   The Certificates.

            (a) The Private Certificates will be offered only to Qualified
Institutional Buyers. The Class A-X, Class A-SP, Class E, Class F, Class G,
Class H and Class J Certificates will be offered only to Qualified Institutional
Buyers and Non-U.S. Persons. The Class O Certificates will be offered only to
Qualified Institutional Buyers and Institutional Accredited Investors. Interests
in the Class A-X, Class A-SP, Class E, Class F, Class G, Class H and Class J
Certificates will be offered (i) in the form of beneficial interests in
restricted global certificates in definitive, fully registered form without
interest coupons, deposited with the Trustee, as custodian for DTC, and
registered in the name of Cede & Co. ("Cede") DTC's nominee or (ii) in fully
registered, certificated form. The Class K, Class L, Class M, Class N, Class O,
Class P and Class Q Certificates will be offered in fully registered,
certificated form.

            Class A-X, Class A-SP, Class E, Class F, Class G, Class H and Class
J Certificates sold in reliance on Regulation S under the Securities Act will be
represented by one or more Private Global Certificates (each, a "Regulation S
Global Certificate"). Beneficial interests in a Regulation S Global Certificate
may be held only through Euroclear or Clearstream at any time and may not be
held by a U.S. Person at any time.

            (b) The Certificates shall be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-8. The Certificates shall
be issuable in registered form only; provided, however, that in accordance with
Section 5.03, beneficial ownership interests in the Regular Certificates (other
than the Private Definitive Certificates) shall initially be held and
transferred through the book-entry facilities of the Depository. The Class V,
Class R and Class LR Certificates, and all Private Definitive Certificates,
shall be issuable as Definitive Certificates. Each Certificate shall share
ratably in all rights of the related Class.

            The Class A-X and Class A-SP Certificates shall be issuable only in
Denominations of authorized initial Notional Balance of not less than $100,000
and integral multiples of $1 in excess thereof. The Class Q Certificates shall
be issuable only in Denominations of authorized initial Certificate Balance of
not less than $100,000 and integral multiples of $1 in excess thereof. The
Regular Certificates (other than the Class A-X, Class A-SP and Class Q
Certificates) will be issuable only in Denominations of authorized initial
Certificate Balance of not less than $10,000 and integral multiples of $1 in
excess thereof. The Class V, Class R and Class LR Certificates will be issuable
only as one or more Definitive Certificates in Denominations representing
Percentage Interests of not less than 15%.

            With respect to any Certificate or any beneficial interest in a
Certificate, the "Denomination" thereof shall be (i) the amount set forth on the
face thereof or on a schedule attached thereto, (ii) in the case of any
beneficial interest in a Book-Entry Certificate, the interest of the related
Certificate Owner in the applicable Class of Certificates as reflected on the
books and records of the Depository or related Depository Participants, as
applicable, (iii) expressed in terms of initial Certificate Balance or initial
Notional Balance, as applicable, and (iii) in an authorized Denomination, as set
forth above. The Book-Entry Certificates will be issued as one or more
certificates registered in the name of a nominee designated by the Depository,
and Certificate Owners will hold interests in the Book-Entry Certificates
through the book-entry facilities of the Depository in the minimum Denominations
and aggregate Denominations as set forth above.

            The Holder of a Class A-X, Class A-SP, Class E, Class F, Class G,
Class H or Class J Certificate represented by a Private Definitive Certificate
shall be entitled to exchange such Certificate for an interest in a Private
Global Certificate, in accordance with the procedures described in Section
5.03(g). A Certificate Owner of a Private Global Certificate shall be entitled
to receive a Definitive Certificate representing its interest in such
Certificate in accordance with the procedures described in Section 5.03(c)(i).
No Certificate Owner of a Public Certificate of any Class shall be entitled to
receive a Definitive Certificate representing its interest in such Class, except
as provided in Section 5.03(c)(ii). Unless and until Definitive Certificates are
issued in respect of a Class of Public Certificates, or in substitution for a
Certificate that is a Private Global Certificate, beneficial ownership interests
in such Class of Certificates, or in such Private Global Certificate, shall be
maintained and transferred on the book-entry records of the Depository and
Depository Participants, and all references to actions by Holders of such Class
of Certificates, or Holders of such Private Global Certificates, shall be
references to actions taken by the Depository upon instructions received from
the related registered Holders of Certificates through the Depository
Participants in accordance with the Depository's procedures and, except as
otherwise set forth herein, all references herein to payments, notices, reports
and statements to Holders of such Class of Certificates, or Holders of Private
Global Certificates, shall be references to payments, notices, reports and
statements to the Depository or its nominee as the registered Holder thereof,
for distribution to the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures.

            (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized signatories of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. The Trustee is
hereby initially appointed Authenticating Agent with power to act on the
Trustee's behalf in the authentication and delivery of the Certificates in
connection with transfers and exchanges as herein provided. If the
Authenticating Agent resigns or is terminated, the Trustee shall appoint a
successor Authenticating Agent which may be the Trustee or an Affiliate thereof.

            (d) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.

            (e) If the Trust Fund ceases to be subject to Section 13 or 15(d) of
the Exchange Act, the Trustee shall make available to each Holder of a Class R
or Class LR Certificate, upon request of such a Holder, information
substantially equivalent in scope to the information currently filed by the
Trustee with the Commission pursuant to the Exchange Act, plus such additional
information required to be provided for securities qualifying for resales under
Rule 144A under the Act.

            For so long as the Class R or Class LR Certificates remain
outstanding, neither the Depositor nor the Trustee nor the Certificate Registrar
shall take any action which would cause the Trust Fund to fail to be subject to
Section 15(d) of the Exchange Act.

            Section 5.02  Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed Certificate Registrar for the purpose
of registering Certificates and transfers and exchanges of Certificates as
herein provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Trustee, the Special Servicer and the Servicer,
any other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment.

            If Wells Fargo Bank Minnesota, N.A., resigns as Trustee, the entity
succeeding Wells Fargo Bank Minnesota, N.A., as Trustee shall immediately
succeed to its predecessor's duties as Certificate Registrar. The Depositor, the
Trustee, the Servicer and the Special Servicer shall have the right to inspect
the Certificate Register or to obtain a copy thereof at all reasonable times,
and to rely conclusively upon a certificate of the Certificate Registrar as to
the information set forth in the Certificate Register. The names and addresses
of all Certificateholders and the names and addresses of the transferees of any
Certificates shall be registered in the Certificate Register; provided, however,
in no event shall the Certificate Registrar be required to maintain in the
Certificate Register the names of Certificate Owners. In addition, upon the
request of the Depositor, the Servicer or the Special Servicer (and at such
requesting party's expense), the Trustee shall acquire from DTC (which request
may be made to the proxy unit of DTC's reorganization department) a Security
Position Listing and deliver a copy of such Security Position Listing to such
requesting party.

            The Person in whose name any Certificate is so registered shall be
deemed and treated as the sole owner and Holder thereof for all purposes of this
Agreement and the Certificate Registrar, the Servicer, the Trustee, the Special
Servicer and any agent of any of them shall not be affected by any notice or
knowledge to the contrary. A Definitive Certificate is transferable or
exchangeable only upon the surrender of such Certificate to the Certificate
Registrar at the Corporate Trust Office (the "Registrar Office") together with
an assignment and transfer (executed by the Holder or his duly authorized
attorney).

            Subject to the requirements of Sections 5.02(b), (c) and (d), the
Certificate Registrar shall execute and authenticate in the name of the
designated transferee or transferees, in the case of a Definitive Certificate
being surrendered in exchange for one or more new Definitive Certificates, one
or more new Certificates in Denominations equal in the aggregate to the
Denomination of the Definitive Certificate being surrendered. Such new
Certificates shall be delivered by the Certificate Registrar in accordance with
Section 5.02(e).

            Each Certificate surrendered for registration of transfer shall be
canceled, and the Certificate Registrar shall hold such canceled Certificate in
accordance with its standard procedures.

            (b) No transfer of any Private Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to
an Affiliate thereof) of a Private Certificate is to be made in reliance upon an
exemption from the Securities Act, and under the applicable state securities
laws, then either:

               (i) the Certificate Registrar shall require the transferee to
      deliver to the Certificate Registrar an investment representation letter
      substantially in the form of Exhibit C-1 attached hereto (a "QIB
      Investment Representation Letter"), which shall certify, among other
      things, that the transferee is a "qualified institutional buyer" as
      defined in Rule 144A under the Securities Act (a "Qualified Institutional
      Buyer"); or

               (ii) with respect to the Class A-X, Class A-SP, Class E, Class F,
      Class G, Class H and Class J Certificates only, the Certificate Registrar
      shall require the transferee to deliver to the Certificate Registrar an
      investment representation letter substantially in the form of Exhibit C-2
      attached hereto (a "Regulation S Investment Representation Letter"), which
      will certify, among other things, that the transferee is not a "U.S.
      Person" within the meaning of Regulation S under the Securities Act; or

               (iii) with respect to the Class Q Certificates only, the
      Certificate Registrar shall require the transferee to deliver to the
      Certificate Registrar an investment representation letter substantially in
      the form of Exhibit C-3 attached hereto, which shall certify, among other
      things, that the transferee is an institutional "accredited investor" as
      defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an
      "Institutional Accredited Investor") and is acquiring such Private
      Certificate for investment, either for its own account (and not for the
      account of others) or as a fiduciary or agent for others (which others
      also are Accredited Investors), and not with a view to, or for offer or
      sale in connection with, the public distribution thereof.

            If the certification described in the preceding clause (i) cannot be
provided, (a) the Certificate Registrar shall require an Opinion of Counsel
reasonably satisfactory to the Certificate Registrar and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from registration or qualification under the
Securities Act, applicable state securities laws and other relevant laws, which
Opinion of Counsel shall not be at the expense of the Trust Fund, the
Certificate Registrar, the Depositor or the Trustee and (b) the Certificate
Registrar shall require the transferor (other than the Underwriters, in
connection with its initial transfer of the Certificate being transferred) to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Private Certificate of any such Class may be made to a
trust if the transferor provides to the Certificate Registrar and to the Trustee
a certification that interests in such trust may only be transferred subject to
requirements substantially to the effect set forth in this Section 5.02.

            The Trustee shall furnish, or cause to be furnished, upon the
request of any Holder of a Private Certificate, any such information in the
Trustee's possession as is specified in paragraph (d)(4) of Rule 144A with
respect to the Trust Fund, unless, at the time of such request, the entity with
respect to which such information is to be provided is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act. None of the Depositor,
the Trustee, the Servicer, the Special Servicer or the Certificate Registrar is
obligated to register or qualify any Class of Private Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under this Agreement to permit the transfer of any Private Certificate
without registration or qualification. Any Holder of a Private Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Depositor, the Trustee, the Servicer, the Special Servicer and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.
Unless the Certificate Registrar determines otherwise in accordance with
applicable law and the rules and procedures of, or applicable to, the Depository
(the "Depository Rules"), transfers of a beneficial interest Private Global
Certificate that is not rated in one of the top four rating categories by a
nationally recognized statistical rating organization may be effectuated only by
means of an "SRO Rule 144A System" approved for such purpose by the Commission.

            No Class V Certificate may be transferred to an Ineligible Class V
Owner.

            (c) (i) Unless a Class of Private Global Certificates (other than
the Class A-X and Class A-SP Certificates) has been registered under the
Securities Act, each Certificate of such Class shall bear a legend substantially
to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
            LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
            HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
            TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
            ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
            PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
            CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
            BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
            144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) TO
            A PERSON WHO IS NOT A "U.S. PERSON" AS DEFINED IN REGULATION S UNDER
            THE SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
            THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH
            OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
            TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER
            IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
            THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
            HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
            REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, AND
            SUCH HOLDER SHALL, AND EACH SUBSEQUENT PURCHASER IS REQUIRED TO
            NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE RESALE
            RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
            TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION
            LETTER SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND
            SERVICING AGREEMENT AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION
            OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
            WITHIN THE MEANING OF RULE 144A AND IT IS A U.S. PERSON WITHIN THE
            MEANING OF RULE 902 UNDER REGULATION S.

            [WITH RESPECT TO THE CLASS J CERTIFICATES ONLY:] THIS CERTIFICATE
            SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE
            BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN
            INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"), OR ANY ESSENTIALLY SIMILAR FEDERAL, STATE OR
            LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A COLLECTIVE
            INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
            COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH
            INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR
            ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING
            ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN,
            OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V CERTIFICATES OR THE
            RESIDUAL CERTIFICATES, AN INSURANCE COMPANY USING THE ASSETS OF ITS
            GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
            SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY
            WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN
            THE MEANING OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE
            CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY SIMILAR
            LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED
            FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM
            SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT OR
            (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A)
            OR (B) ABOVE, EXCEPT IN THE CASE OF A CLASS V CERTIFICATE OR
            RESIDUAL CERTIFICATE, WHICH MAY NOT BE TRANSFERRED UNLESS THE
            TRANSFEREE REPRESENTS IT IS NOT SUCH AN ENTITY SUCH ENTITY SHALL
            PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
            THE TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY OR
            ON BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND
            BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
            RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION
            PROVISIONS OF ERISA AND THE CODE OR SIMILAR LAW, WILL NOT CONSTITUTE
            OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
            406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
            SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR OR THE
            TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
            BENEFICIAL INTEREST IN AN OFFERED PRIVATE CERTIFICATE SHALL BE
            DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON
            BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
            INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS
            GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
            SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY
            WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN
            THE MEANING OF SECTION 406 OR 407 OF ERISA SECTION 4975 OF THE CODE,
            OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY SIMILAR LAW.

            (d) (i) Unless a Class of Private Definitive Certificates (other
than the Class A-X and Class A-SP Certificates) has been registered under the
Securities Act, each Certificate of such Class shall bear a legend substantially
to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
            LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
            HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
            TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
            ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
            PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
            EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
            CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
            SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
            BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
            144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (C)
            PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
            REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING
            CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
            TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
            LAST PAGE OF THIS CERTIFICATE.

            [WITH RESPECT TO THE CLASS V CERTIFICATES ONLY:] THE HOLDER OF THIS
            CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
            OTHERWISE TRANSFER SUCH CERTIFICATE TO ANY PERSON THAT IS AN
            "INELIGIBLE CLASS V OWNER" (AS DEFINED IN THE POOLING AND SERVICING
            AGREEMENT).

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
            THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST
            HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
            REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, AND
            SUCH HOLDER SHALL, AND EACH SUBSEQUENT PURCHASER IS REQUIRED TO
            NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE RESALE
            RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
            TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION
            LETTER SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND
            SERVICING AGREEMENT AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION
            OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
            WITHIN THE MEANING OF RULE 144A.

            THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A)
            AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
            AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT
            TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"), OR ANY ESSENTIALLY SIMILAR FEDERAL, STATE OR
            LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A COLLECTIVE
            INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
            COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH
            INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR
            ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING
            ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN,
            OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V CERTIFICATES OR THE
            RESIDUAL CERTIFICATES, AN INSURANCE COMPANY USING THE ASSETS OF ITS
            GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
            SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY
            WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN
            THE MEANING OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE
            CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY SIMILAR
            LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED
            FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM
            SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT OR
            (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A)
            OR (B) ABOVE, EXCEPT IN THE CASE OF A CLASS V CERTIFICATE OR
            RESIDUAL CERTIFICATE, WHICH MAY NOT BE TRANSFERRED UNLESS THE
            TRANSFEREE REPRESENTS IT IS NOT SUCH AN ENTITY SUCH ENTITY SHALL
            PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
            THE TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY OR
            ON BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND
            BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
            RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION
            PROVISIONS OF ERISA AND THE CODE OR SIMILAR LAW, WILL NOT CONSTITUTE
            OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
            406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
            SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR OR THE
            TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
            BENEFICIAL INTEREST IN AN OFFERED PRIVATE CERTIFICATE SHALL BE
            DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON
            BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH
            INTEREST, OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V CERTIFICATES
            OR THE RESIDUAL CERTIFICATES, AN INSURANCE COMPANY USING THE ASSETS
            OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND
            THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY
            WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN
            THE MEANING OF SECTION 406 OR 407 OF ERISA SECTION 4975 OF THE CODE,
            OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY SIMILAR LAW.

            (e) With respect to any ERISA Restricted Certificate, Class V
Certificate or Residual Certificate, no sale, transfer, pledge or other
disposition by any Holder of any such Certificate shall be made unless the
Certificate Registrar shall have received either (i) a representation letter
from the proposed purchaser or transferee of such Certificate to the effect that
such proposed purchaser or transferee is not (a) an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA or Section 4975 of
the Code, or a governmental plan (as defined in Section 3(32) of ERISA) subject
to any federal, state or local law ("Similar Law") which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a
"Plan") or (b) a person acting on behalf of or using the assets of any such Plan
(including an entity whose underlying assets include Plan assets by reason of
investment in the entity by such Plan and the application of Department of Labor
Regulation ss. 2510.3-101), other than (except in the case of a Class V
Certificate or Residual Certificate) an insurance company using the assets of
its general account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be eligible for the exemptive
relief from the prohibited transaction provisions of ERISA and Section 4975 of
the Code that is available under Sections I and III of Prohibited Transaction
Class Exemption 95-60 (it being understood that delivery of a representation
letter containing a representation substantially in the form of paragraph 8 of
Exhibit C attached hereto shall satisfy the requirement of this Section
5.02(d)(i)), or (ii) except in the case of a Class V Certificate or Residual
Certificate, if such Certificate is presented for registration in the name of a
purchaser or transferee that is any of the foregoing, an Opinion of Counsel in
form and substance satisfactory to the Trustee, the Certificate Registrar and
the Depositor to the effect that the acquisition and holding of such Certificate
by such purchaser or transferee will not constitute or result in a non-exempt
prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law
and will not subject the Trustee, the Certificate Registrar, the Servicer, the
Special Servicer, the Underwriters, the Initial Purchaser or the Depositor to
any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any Similar Law) in addition to those set forth in
the Agreement.

            The Certificate Registrar shall not register the sale, transfer,
pledge or other disposition of any such Certificate unless the Certificate
Registrar has received either the representation letter described in clause (i)
above or the Opinion of Counsel described in clause (ii) above. The costs of any
of the foregoing representation letters or Opinions of Counsel shall not be
borne by any of the Depositor, the Servicer, the Special Servicer, the
Certificate Registrar, the Trustee and the Trust Fund. Each Certificate Owner of
an ERISA Restricted Certificate, a Class V Certificate and a Residual
Certificate shall be deemed to represent that it is not a Person specified in
clauses (a), or (b) above. Any transfer, sale, pledge or other disposition of
any such Certificates that would constitute or result in a prohibited
transaction under ERISA, Section 4975 of the Code or any Similar Law, or would
otherwise violate the provisions of this Section 5.02(c) shall be deemed
absolutely null and void ab initio, to the extent permitted under applicable
law.

            (f) Notwithstanding any provision to the contrary herein, so long as
a Private Global Certificate remains outstanding and is held by or on behalf of
DTC, transfers of a Private Global Certificate, in whole or in part, shall only
be made in accordance with this Article V.

            (i) Regulation S Global Certificate to Rule 144A Global Certificate.
      If a holder of a beneficial interest in a Regulation S Global Certificate
      deposited with DTC wishes at any time to transfer its interest in such
      Regulation S Global Certificate to a Person who wishes to take delivery
      thereof in the form of a Rule 144A Global Certificate, such holder may,
      subject to the rules and procedures of Euroclear, Clearstream or DTC, as
      the case may be, exchange or cause the exchange of such interest for an
      equivalent beneficial interest in a Rule 144A Global Certificate. Upon
      receipt by the Trustee, as custodian for DTC, of (A) instructions from
      Euroclear, Clearstream or DTC, as the case may be, directing the Trustee,
      as such custodian, to cause to be issued a Rule 144A Global Certificate in
      an amount equal to the beneficial interest in such Regulation S Global
      Certificate, but not less than the minimum denomination applicable to such
      holder's Certificates to be exchanged, and (B) a certificate in the form
      of Exhibit C-1 attached hereto given by the holder of such beneficial
      interest and stating, among other things, that the Person transferring
      such beneficial interest in such Regulation S Global Certificate
      reasonably believes that the Person acquiring such interest in a Rule 144A
      Global Certificate is a qualified institutional buyer within the meaning
      of Rule 144A, is obtaining such beneficial interest in a transaction
      meeting the requirements of Rule 144A and in accordance with any
      applicable Securities laws of any State of the United States or any other
      applicable jurisdiction and that such Person acquiring such Rule 144A
      Global Certificate is a "U.S. person" as defined in Regulation S under the
      Securities Act, then Euroclear or Clearstream or the Trustee, as custodian
      for DTC, as the case may be, will instruct the Trustee, as custodian for
      DTC, to reduce the Regulation S Global Certificate by the aggregate
      principal amount of the Rule 144A Global Certificate to be transferred and
      the Trustee, as such custodian, shall authenticate and deliver such Rule
      144A Global Certificate, concurrently with such reduction, to the Person
      specified in such instructions with an outstanding principal amount equal
      to the reduction in the principal amount of the Regulation S Global
      Certificate.

            (ii) Rule 144A Global Certificate to Regulation S Global
      Certificate. If a holder of a beneficial interest in one or more Rule 144A
      Global Certificates wishes at any time to exchange its interest in such
      Rule 144A Global Certificate for an interest in a Regulation S Global
      Certificate, or to transfer its interest in such Rule 144A Global
      Certificate to a Person who wishes to take delivery thereof in the form of
      an interest in a Regulation S Global Certificate, such holder, provided
      such holder is not a U.S. Person, may exchange or cause the exchange of
      such interest for an equivalent beneficial interest in a Regulation S
      Global Certificate. Upon receipt by the Trustee, as custodian for DTC, of
      (A) such Rule 144A Global Certificate properly endorsed for such transfer
      and written instructions from such holder directing the Trustee, as such
      custodian, to cause to be credited a beneficial interest in a Regulation S
      Global Certificate in an amount equal to the beneficial interest in the
      Rule 144A Global Certificate, but not less than the minimum denomination
      applicable to such holder's Certificates held through a Regulation S
      Global Certificate, to be exchanged, (B) a written order containing
      information regarding the Euroclear or Clearstream account to be credited
      with such increase and (C) a certificate in the form of Exhibit C-2
      attached hereto given by the holder of such beneficial interest stating
      that the exchange or transfer of such interest has been made in compliance
      with the transfer restrictions applicable to the Private Global
      Certificates, including that the holder is not a U.S. Person, and pursuant
      to and in accordance with Regulation S under the Securities Act, the
      Trustee, as custodian for DTC, shall record the transfer in the Registrar
      Office and shall increase the principal amount of the Regulation S Global
      Certificate by the outstanding principal amount of the beneficial interest
      in the Rule 144A Global Certificate to be exchanged, and to credit, or
      cause to be credited to the account of the Person specified in such
      instructions, a beneficial interest in the Regulation S Global Certificate
      equal to the amount specified in the instructions received pursuant to
      clause (i) above.

            (g) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trustee under clause (ii) below to
deliver payments to a Person other than such Person. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:

                  (A) No Person holding or acquiring any Ownership Interest in a
            Residual Certificate shall be a Disqualified Organization or agent
            thereof (including a nominee, middleman or similar person) (an
            "Agent"), a Plan or a Person acting on behalf of or investing the
            assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder")
            or a Non-U.S. Person and shall promptly notify the Servicer, the
            Special Servicer, the Trustee and the Certificate Registrar of any
            change or impending change to such status;

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate, the Certificate Registrar shall
            require delivery to it, and no Transfer of any Residual Certificate
            shall be registered until the Certificate Registrar receives, an
            affidavit substantially in the form attached hereto as Exhibit D-1
            (a "Transfer Affidavit") from the proposed Transferee, in form and
            substance satisfactory to the Certificate Registrar, representing
            and warranting, among other things, that such Transferee is not a
            Disqualified Organization or Agent thereof, an ERISA Prohibited
            Holder or a Non-U.S. Person, and that it has reviewed the provisions
            of this Section 5.02(g) and agrees to be bound by them;

                  (C) Notwithstanding the delivery of a Transfer Affidavit by a
            proposed Transferee under clause (B) above, if a Responsible Officer
            of the Certificate Registrar has actual knowledge that the proposed
            Transferee is a Disqualified Organization or Agent thereof, an ERISA
            Prohibited Holder or a Non-U.S. Person, no Transfer of an Ownership
            Interest in a Residual Certificate to such proposed Transferee shall
            be effected;

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (1) to require a Transfer
            Affidavit from any prospective Transferee to whom such Person
            attempts to transfer its Ownership Interest in such Residual
            Certificate and (2) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a letter substantially in the form attached hereto as Exhibit D-2 (a
            "Transferor Letter") certifying that, among other things, it has no
            actual knowledge that such prospective Transferee is a Disqualified
            Organization or Agent thereof, an ERISA Prohibited Holder or a
            Non-U.S. Person and that (if the Transferor is not a U.S. Person)
            such transfer does not have the effect of allowing the Transferor to
            avoid tax on accrued excess inclusions; and

                  (E) In addition, the Certificate Registrar may as a condition
            of the registration of any such transfer require the transferor to
            furnish such other certifications, legal opinions or other
            information (at the transferor's expense) as it may reasonably
            require to confirm that the proposed transfer is being made pursuant
            to an exemption from, or in a transaction not subject to, the
            registration requirements of the Securities Act and other applicable
            laws.

            (ii) If any purported Transferee shall become a Holder of a Residual
      Certificate in violation of the provisions of this Section 5.02(g), then
      the last preceding Holder of such Residual Certificate that was in
      compliance with the provisions of this Section 5.02(g) shall be restored,
      to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Residual
      Certificate. None of the Trustee, the Servicer, the Special Servicer, the
      Authenticating Agent and the Certificate Registrar shall be under any
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by this Section 5.02(d) or for
      making any payments due on such Certificate to the Holder thereof or for
      taking any other action with respect to such Holder under the provisions
      of this Agreement.

            (iii) The Trustee shall make available to the Internal Revenue
      Service and those Persons specified by the REMIC Provisions all
      information in its possession and necessary to compute any tax imposed as
      a result of the Transfer of an Ownership Interest in a Residual
      Certificate to any Person who is a Disqualified Organization or Agent
      thereof, including the information described in Treasury Regulations
      Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
      inclusions" of such Residual Certificate.

            (h) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange.

            Following a proper request for transfer or exchange, the Certificate
Registrar shall, within five Business Days of such request if made at such
Registrar Office, or within 10 Business Days if made at the office of a transfer
agent (other than the Certificate Registrar), execute and deliver at such
Registrar Office or at the office of such transfer agent, as the case may be, to
the transferee (in the case of transfer) or Holder (in the case of exchange) or
send by first-class mail (at the risk of the transferee in the case of transfer
or Holder in the case of exchange) to such address as the transferee or Holder,
as applicable, may request in writing, a Definitive Certificate or Certificates,
as the case may require, for a like aggregate Denomination and in such
Denomination or Denominations as may be requested. The Certificate Registrar may
decline to accept any request for an exchange or registration of transfer of any
Certificate during the period of 15 days preceding any Distribution Date.

            (i) If a Responsible Officer of the Certificate Registrar becomes
aware that a beneficial interest in a Private Global Certificate is being held
by or for the benefit of a Person who is not an Eligible Investor, or that a
Private Definitive Certificate is being held by or for the benefit of a Person
who is not an Eligible Investor or an Institutional Accredited Investor, or
that, in either case, such holding is unlawful under the laws of a relevant
jurisdiction, then the Certificate Registrar shall have the right, but not the
obligation, to void such transfer, if permitted under applicable law, or to
require the investor to sell (x) such Private Global Certificate to an Eligible
Investor or (y) the beneficial interest in such Private Definitive Certificate
to an Eligible Investor or an Institutional Accredited Investor, within 14 days
after notice of such determination, and each Certificateholder by its acceptance
of a Certificate authorizes the Certificate Registrar to take such action.

            (j) The Certificate Registrar shall provide notice to the Trustee,
the Servicer, the Special Servicer and the Depositor of the transfer of any
Private Definitive Certificate. The Certificate Owner of a Private Definitive
Certificate that wishes to receive the information described in Section 3.28(c)
shall provide notice to the Trustee, the Servicer, the Special Servicer and the
Depositor of the transfer of any beneficial ownership in such Private Definitive
Certificate and of the address to which such information should be sent. Upon
the written request of the Trustee, the Servicer, the Special Servicer or the
Depositor, the Certificate Registrar shall provide each such Person with an
updated copy of the Certificate Register at the expense of the requesting party.

            (k) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02. With respect to any transfer or
exchange of any Certificate, the Certificate Registrar may require payment by
each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.

            (l) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.

            Section 5.03   Book-Entry Certificates.

            (a) The Regular Certificates (other than the Class K, Class L, Class
M, Class N and Class O Certificates) initially shall be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided in subsection (c) below, transfer of such Certificates may not be
registered by the Certificate Registrar unless such transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, in the case of the
Public Certificates (except as provided in subsection (c)(i) below), shall not
be entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent only in accordance with the
Depository's normal procedures. Neither the Trustee nor the Certificate
Registrar shall have any responsibility to monitor or restrict the transfer of
any ownership interest in a Book-Entry Certificate transferable through the
book-entry facilities of the Depository.

            (b) The Trustee, the Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) (i) Upon the request of any Certificate Owner of Private Global
Certificates, or the transferee of such Certificate Owner, that its interest in
such Private Global Certificates be exchanged for Private Definitive
Certificates, such Certificate Owner or transferee, upon presentation of
appropriate documentation to the Trustee as required by this Article V and
subject to the rules and procedures of the Depositary, shall be entitled to be
issued one or more Private Definitive Certificates in denominations authorized
pursuant to Section 5.01(b) equal in the aggregate to the Denomination of such
interest in such Private Global Certificates.

            (d) If (A)(1) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry
Certificates and (2) the Depositor is unable to locate a qualified successor, or
(B) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to some or all of the Classes, or (C) the Trustee
determines that Definitive Certificates are required in accordance with the
provisions of Section 5.03(e), the Trustee shall notify the affected Certificate
Owners, through the Depository with respect to all Classes, any Class or any
portion of any Class of the Certificates, of the occurrence of any such event
and of the availability of Definitive Certificates to Certificate Owners
requesting the same.

            (i) Upon surrender to the Certificate Registrar of the Book-Entry
      Certificates by the Depository or any custodian acting on behalf of the
      Depository, accompanied by registration instructions from the Depository
      for registration of transfer, the Certificate Registrar shall execute,
      authenticate and deliver, within five Business Days of such request if
      made at the Registrar Office, or within ten Business Days if made at the
      office of a transfer agent (other than the Certificate Registrar), the
      Definitive Certificates to the Certificate Owners identified in such
      instructions. None of the Depositor, the Servicer, the Trustee, the
      Special Servicer and the Certificate Registrar shall be liable for any
      delay in delivery of such instructions and may conclusively rely on, and
      shall be protected in relying on, such instructions. Upon the issuance of
      Definitive Certificates for purposes of evidencing ownership of any Class
      of Certificates, the registered Holders of such Definitive Certificates
      shall be recognized as Certificateholders hereunder and, accordingly,
      shall be entitled directly to receive payments on, to exercise Voting
      Rights with respect to, and to transfer and exchange such Definitive
      Certificates.

            For purposes of any provision of this Pooling and Servicing
Agreement requiring or permitting actions with the consent of, or at the
direction of, Holders of Certificates evidencing a specified percentage of the
Voting Rights, such consent or direction may be given by a combination of
Certificate Owners (acting through the Depository and the Depository
Participants) owning Book-Entry Certificates, and Certificateholders owning
Definitive Certificates, evidencing in the aggregate such specified percentage
of the Voting Rights.

            (e) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
            OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
            THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
            EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
            NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
            AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
            CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
            REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
            VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
            REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.

            (f) If the Trustee has instituted or has been directed to institute
any judicial proceeding in a court to enforce the rights of the
Certificateholders under the Certificates, and the Trustee has been advised by
counsel that in connection with such proceeding it is necessary or appropriate
for the Trustee to obtain possession of all or any portion of the Certificates
evidenced by Book-Entry Certificates, the Trustee may in its sole discretion
determine that such Certificates shall no longer be represented by such
Book-Entry Certificates. In such event, the Certificate Registrar will execute,
authenticate and deliver, in exchange for such Book-Entry Certificates,
Definitive Certificates in a Denomination equal to the aggregate Denomination of
such Book-Entry Certificates to the party so requesting such Definitive
Certificates. In such event, the Trustee shall notify the affected Certificate
Owners and make appropriate arrangements for the effectuation of the purpose of
this clause.

            (g) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

            (h) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may
be effected only in accordance with Depository Rules and this Section 5.03(h).
Upon receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interests (iv) if the affected Certificate is a Private
Certificate, a QIB Investment Representation Letter (or, if the affected
Certificate is a Class G or Class H Certificate, a Regulation S Investment
Representation Letter), the Certificate Registrar shall cancel such Definitive
Certificate, execute and deliver a new Definitive Certificate for the
Denomination of the Definitive Certificate not so transferred, registered in the
name of the Holder or the Holder's transferee (as instructed by the Holder), and
the Certificate Registrar shall instruct the Depository or the custodian holding
such Book-Entry Certificate on behalf of the Depository to increase the
Denomination of the related Book-Entry Certificate by the Denomination of the
Definitive Certificate to be so transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions a
corresponding Denomination of such Book-Entry Certificate.

            Section 5.04   Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute
and authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of the same Class and
of like Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trustee and the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            Section 5.05      Persons Deemed Owners.
                              ---------------------

            Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agents of any of them may treat the person in
whose name such Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, except as and to the extent provided in the
definition of "Certificateholder," and none of the Depositor, the Servicer, the
Special Servicer, the Trustee, the Certificate Registrar and any agent of any of
them shall be affected by notice to the contrary except as provided in Section
5.03(d).

            Section 5.06   Access to Certificateholders' Names and Addresses.

            (a) If any Certificateholder, the Special Servicer or the Servicer
(for purposes of this Section 5.06, an "Applicant") applies in writing to the
Certificate Registrar, and such application states that the Applicant desires to
communicate with other Certificateholders, the Certificate Registrar shall
furnish or cause to be furnished to such Applicant a list of the names and
addresses of the Certificateholders as of the most recent Record Date, at the
expense of the Applicant, in the case of any Certificateholder and the expense
of the Trust Fund in the case of the Servicer or the Special Servicer.

            (b) Every Certificateholder, by receiving and holding its
Certificate, agrees with the Trustee and the Certificate Registrar that the
Trustee and the Certificate Registrar shall not be held accountable in any way
by reason of the disclosure of any information as to the names and addresses of
the Certificateholders hereunder, regardless of the source from which such
information was derived.

            (c) From time to time, upon the request of and at no expense to the
Trustee, the Certificate Registrar shall deliver to the Trustee the list of
Certificateholders and their addresses as currently reflected in the Certificate
Register.


                                   ARTICLE VI

                               THE DEPOSITOR, THE
                        SERVICER AND THE SPECIAL SERVICER

            Section 6.01   Liability of the Depositor, the Servicer and the
Special Servicer.

            The Depositor, the Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.

            Section 6.02   Merger, Consolidation or Conversion of the Depositor,
the Servicer or the Special Servicer.

            (a) Subject to subsection (b) below, the Depositor, the Servicer and
the Special Servicer each will keep in full effect its existence, rights and
franchises under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation or limited partnership in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Loans and to
perform its respective duties under this Agreement.

            (b) The Depositor, the Servicer and the Special Servicer each may be
merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets to any Person (other than the
Trustee), in which case any Person resulting from any merger or consolidation to
which the Depositor, the Servicer or the Special Servicer shall be a party, or
any Person succeeding to the business of the Depositor, the Servicer or the
Special Servicer, shall be the successor of the Depositor, the Servicer and the
Special Servicer, as the case may be, hereunder, without the execution or filing
of any paper (other than an assumption agreement wherein the successor shall
agree to perform the obligations of and serve as the Depositor, the Servicer or
the Special Servicer, as the case may be, in accordance with the terms of this
Agreement) or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that such merger,
consolidation or succession will not or has not resulted in a withdrawal,
downgrading or qualification of the then-current ratings of the Classes of
Certificates that have been so rated (as evidenced by a letter to such effect
from each Rating Agency).

            Section 6.03  Limitation on Liability of the Trustee, the Depositor,
the Servicer, the Special Servicer and Others.

            (a) None of the Depositor, the Trustee, the Servicer, the Special
Servicer nor any of the Affiliates, directors, partners, members, managers,
shareholders, officers, employees or agents of any of them shall be under any
liability to the Trust Fund, the Underwriters, the parties hereto, the
Certificateholders, any B Loan Holder or any other Person, for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Trustee, the Servicer or the Special
Servicer against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of negligent
disregard of obligations and duties hereunder. The Depositor, the Servicer, the
Special Servicer, the Trustee and any director, officer, employee or agent of
the Depositor, the Trustee, the Servicer or the Special Servicer may rely in
good faith on any document of any kind which, prima facie, is properly executed
and submitted by any Person respecting any matters arising hereunder.

            The Depositor, the Servicer, the Special Servicer, the Trustee and
any Affiliate, director, shareholder, member, partner, manager, officer,
employee or agent of any of the foregoing shall be indemnified and held harmless
by the Trust Fund or, to the extent permitted by the related A/B Intercreditor
Agreement, out of amounts attributable to an A/B Loan Pair on deposit in the
related A/B Loan Pair Custodial Account as provided in Section 3.04(e), against
any loss, liability or expense incurred in connection with or relating to this
Agreement, the Mortgage Loans, the B Loans or the Certificates, other than any
loss, liability or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof; (ii) incurred in connection with any breach of a
representation or warranty made by it herein; (iii) incurred by reason of bad
faith, willful misconduct or negligence in the performance of its obligations or
duties hereunder, or by reason of negligent disregard of such obligations or
duties or (iv) in the case of the Depositor and any of its directors, officers,
employees and agents, incurred in connection with any violation by any of them
of any state or federal securities law.

            (b) None of the Depositor, the Trustee, the Servicer or the Special
Servicer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action, proceeding, hearing or examination that is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability which it is not reasonably
assured of reimbursement thereof by the Trust; provided, however, that the
Depositor, the Servicer, the Special Servicer or the Trustee may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Servicer, the Special Servicer and the Trustee shall be entitled to be
reimbursed therefor out of amounts attributable to the Loans on deposit in the
Collection Account as provided by Section 3.05(a) or, to the extent permitted by
the related A/B Intercreditor Agreement, out of amounts attributable to an A/B
Loan Pair on deposit in the related A/B Loan Pair Custodial Account as provided
in Section 3.04(e).

            Section 6.04 Servicer and Special Servicer Not to Resign; Assignment
of Servicing by Servicer or Special Servicer.

            (a) Subject to the provisions of Section 6.02, none of the Servicer
and the Special Servicer shall resign from their respective obligations and
duties hereby imposed on each of them except upon (a) a determination that such
party's duties hereunder are no longer permissible under applicable law or (b)
upon the appointment of, and the acceptance of such appointment by, a successor
Servicer or Special Servicer, as applicable and receipt by the Trustee of
written confirmation from each applicable Rating Agency that such resignation
and appointment will not cause such Rating Agency to downgrade, withdraw or
qualify any of then-current ratings assigned by such Rating Agency to any Class
of Certificates. Any such determination permitting the resignation of the
Servicer or the Special Servicer pursuant to above clause (a) above shall be
evidenced by an Opinion of Counsel (the cost of which, together with any other
expenses of such resignation, shall be at the expense of the resigning party) to
such effect delivered to the Trustee. No such resignation by the Servicer or the
Special Servicer shall become effective until the Trustee or a successor
Servicer shall have assumed the Servicer's or Special Servicer's, as applicable,
responsibilities and obligations in accordance with Section 7.02.

            (b) Notwithstanding anything else in Section 6.02 and this Section
6.04 to the contrary, each of the Servicer and the Special Servicer may assign
all of its rights and delegate all of its duties and obligations under this
Agreement; provided that the Person accepting such assignment or delegation
shall be a Person that is qualified to service multifamily mortgage loans on
behalf of FNMA or FHLMC, is reasonably satisfactory to the Trustee and the
Depositor, is willing to service the Loans and executes and delivers to the
Depositor and the Trustee an agreement, in form and substance reasonably
satisfactory to the Depositor and the Trustee, which contains an assumption by
such Person of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Servicer or the Special
Servicer, as the case may be, under this Agreement; provided, further, that such
assignment or delegation will not result in the downgrade, qualification or
withdrawal of the then-current ratings of the Classes of Certificates that have
been rated (as evidenced in writing delivered to the Trustee). In the case of
any such assignment and delegation, the Servicer or the Special Servicer, as the
case may be, shall be released from its obligations under this Agreement, except
that the Servicer or the Special Servicer, as the case may be, shall remain
liable for all liabilities and obligations incurred by it, or arising from its
conduct, hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the preceding sentence. Notwithstanding
anything above to the contrary, each of the Servicer and the Special Servicer
may, in its sole discretion, appoint Sub-Servicers in accordance with Section
3.22 hereof and independent contractors or agents to perform select duties
thereof, provided that the Servicer or the Special Servicer shall not be
relieved from such duties solely by virtue of such appointment.

            Section 6.05  Rights of the Depositor in Respect of the Servicer and
the Special Servicer.

            The Depositor may, but is not obligated to, enforce the obligations
of the Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.


                                   ARTICLE VII

                                     DEFAULT

            Section 7.01   Events of Default; Servicer and Special Servicer
Termination.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Servicer to make (x) any remittance
      (including a P&I Advance) required to be made by the Servicer to the
      Collection Account, Servicing Accounts, Excess Interest Distribution
      Account or Distribution Account on the Servicer Remittance Date, which is
      not cured by 11:00 a.m. New York City time on the related Distribution
      Date, (y) any Servicing Advance when required to be made pursuant to this
      Agreement, which failure to make a Servicing Advance remains uncured for a
      period of three Business Days (or such shorter time as is necessary to
      avoid the lapse of any required Insurance Policy or the foreclosure of any
      tax lien on the related Mortgaged Property) or (z) any failure by the
      Servicer to deposit into the Collection Account, any other amount required
      to be so deposited or remitted by the Servicer pursuant to the terms of
      this Agreement within two Business Days of receipt; or

            (ii) any failure by the Special Servicer to deposit into the REO
      Account, or to remit to the Servicer for deposit into, the Collection
      Account, any amount required to be so deposited or remitted by the
      Servicer or the Special Servicer pursuant to the terms of this Agreement
      which failure continues unremedied for one Business Day; or

            (iii) any failure on the part of the Servicer or the Special
      Servicer duly to observe or perform in any material respect any other of
      the covenants or agreements on the part of the Servicer or the Special
      Servicer contained in this Agreement which continues unremedied for a
      period of 30 days (60 days so long as the Servicer is in good faith
      diligently pursuing such cure) after the date on which written notice of
      such failure, requiring the same to be remedied, shall have been given to
      the Servicer or the Special Servicer, as the case may be, by any other
      party hereto; or

            (iv) any breach on the part of the Servicer or the Special Servicer
      of any representation or warranty contained in Section 3.23 or Section
      3.24, as applicable, which materially and adversely affects the interests
      of any Class of Certificateholders and which continues unremedied for a
      period of 30 days after the date on which notice of such breach, requiring
      the same to be remedied, shall have been given to the Servicer or the
      Special Servicer, as the case may be, by the Depositor or the Trustee, or
      to the Servicer, the Special Servicer, the Depositor and the Trustee by
      the Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 25%, provided, however, if
      such breach is capable of being cured and the Servicer or Special
      Servicer, as applicable, is diligently pursuing such cure, such thirty day
      period shall be extended for an additional thirty days; or

            (v) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Servicer or the Special Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of 60 days; or

            (vi) the Servicer or the Special Servicer shall consent to the
      appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to the
      Servicer or the Special Servicer or of or relating to all or substantially
      all of its property; or

            (vii) the Servicer or the Special Servicer shall admit in writing
      its inability to pay its debts generally as they become due, file a
      petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations or take any
      corporate action in furtherance of the foregoing; or

            (viii) the Trustee shall have received written notice from Fitch
      that the continuation of the Servicer or the Special Servicer in their
      respective capacities would result in the downgrade, qualification or
      withdrawal of any rating then assigned by Fitch to any Class of
      Certificates; or

            (ix) the Servicer or the Special Servicer is removed from S&P's
      approved servicer list or special servicer list, as the case may be, and
      any of the Certificates' ratings by S&P are downgraded, qualified or
      withdrawn (including, without limitation, placed on "negative credit
      watch") in connection with such removal.

            (b) If any Event of Default with respect to the Servicer or Special
Servicer (in either case, for purposes of this Section 7.01(b), the "Defaulting
Party") shall occur and be continuing, then, and in each and every such case, so
long as such Event of Default shall not have been remedied, the Trustee may, and
at the written direction of the Holders of Certificates entitled to at least 51%
of the Voting Rights, shall, terminate, by notice in writing to the Defaulting
Party (a "Termination Notice"), with a copy of such notice to the Depositor and
the Certificate Registrar, all of the rights and obligations of the Defaulting
Party under this Agreement and in and to the Loans and the proceeds thereof
(other than any rights of the Defaulting Party as a Certificateholder);
provided, however, that the Defaulting Party shall be entitled to the payment of
accrued and unpaid compensation and reimbursement through the date of such
termination, as well as amounts due to it thereafter, if any, including with
respect to the Excess Servicing Strip and Assignable Primary Servicing Fees, as
provided for under this Agreement for services rendered and expenses incurred.

            From and after the receipt by the Defaulting Party of such written
notice, all authority and power of the Defaulting Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Loans or otherwise, shall pass to and be vested in the
Trustee pursuant to and under this Section, and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of and at
the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Loans and related documents, or otherwise.

            The Servicer and Special Servicer each agree that if it is
terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than 20 Business Days after its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable the
Trustee to assume the Servicer's or the Special Servicer's, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Servicer's or the Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, the
transfer within five Business Days to the Trustee for administration by it of
all cash amounts which shall at the time be or should have been credited by the
Servicer to the Collection Account, or any Servicing Account (if it is the
Defaulting Party) or by the Special Servicer to the REO Account (if it is the
Defaulting Party) or thereafter be received with respect to the Loans or any REO
Property (provided, however, that the Servicer and Special Servicer each shall,
if terminated pursuant to this Section 7.01(b), continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the date of such termination, whether in respect of Advances (in the case of the
Servicer) or otherwise, as well as amounts due to it thereafter, if any,
including with respect to the Excess Servicing Strip and Assignable Primary
Servicing Fees, and it and its directors, officers, employees and agents shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination).

            (c) The Holder or Holders of more than 50% of the aggregate
Certificate Balance of the Controlling Class shall be entitled to terminate the
rights and obligations of the Special Servicer under this Agreement, with or
without cause, upon 10 Business Days notice to the Servicer, the Special
Servicer and the Trustee, and to appoint a successor Special Servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section
7.02 and (ii) as evidenced in writing by each of the Rating Agencies, the
proposed successor of the Special Servicer will not, in and of itself, result in
a downgrading, withdrawal or qualification of the then-current ratings provided
by the Rating Agencies in respect to any Class of then outstanding Certificates
that is rated. No penalty or fee shall be payable to the Special Servicer with
respect to any termination pursuant to this Section 7.01(c). Any expenses of the
trust as a result of any termination pursuant to this Section 7.01(c) shall be
paid by the Holders who effected such termination.

            Section 7.02   Trustee to Act; Appointment of Successor.

            On and after the time the Servicer or the Special Servicer, as the
case may be, either resigns pursuant to clause (a) of the first sentence of
Section 6.04(a) or receives a notice of termination for cause pursuant to
Section 7.01(b), and provided that no acceptable successor has been appointed,
the Trustee shall be and become the successor to the Servicer or Special
Servicer, as the case may be, in all respects in its capacity as Servicer or
Special Servicer (other than with respect to certain Workout Fees, as provided
in Section 3.11(b)) under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Servicer or Special Servicer by
the terms and provisions hereof; provided, however, that any failure to perform
such duties or responsibilities caused by the terminated party's failure under
Section 7.01 to provide information or moneys required hereunder shall not be
considered a default by such successor hereunder.

            The appointment of a successor Servicer shall not affect any
liability of the predecessor Servicer which may have arisen prior to its
termination as Servicer, and the appointment of a successor Special Servicer
shall not affect any liability of the predecessor Special Servicer which may
have arisen prior to its termination as Special Servicer. The Trustee in its
capacity as successor to the Servicer or the Special Servicer, as the case may
be, shall not be liable for any of the representations and warranties of the
Servicer or the Special Servicer, respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor Servicer or
Special Servicer or for any losses incurred by the Servicer pursuant to Section
3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan
hereunder.

            As compensation therefor, the Trustee as successor Servicer shall be
entitled to the Servicing Fees and all fees relating to the Mortgage Loans which
the Servicer would have been entitled to if the Servicer had continued to act
hereunder (subject to Section 3.11(a) with respect to the Assignable Primary
Servicing Fee and the Excess Servicing Strip), including but not limited to any
income or other benefit from any Permitted Investment pursuant to Section 3.06,
and as successor to the Special Servicer shall be entitled to the Special
Servicing Fees to which the Special Servicer would have been entitled if the
Special Servicer had continued to act hereunder (other than any Workout Fees
owed to the Special Servicer with respect to any Corrected Mortgage Loan).
Should the Trustee succeed to the capacity of the Servicer or the Special
Servicer, the Trustee shall be afforded the same standard of care and liability
as the Servicer or the Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect
to actions taken by it in its role as successor Servicer or successor Special
Servicer, as the case may be, and not with respect to its role as Trustee
hereunder. The Trustee shall not be entitled to receive the Assignable Primary
Servicing Fees.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Servicer or Special Servicer, or shall, if it is
unable to so act, or if the Trustee is not approved as a servicer or special
servicer, as applicable, by each Rating Agency, or if the Holders of
Certificates entitled to at least 51% of the Voting Rights so request in writing
to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the
criteria set forth herein, as the successor to the Servicer or the Special
Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer or Special Servicer
hereunder. No appointment of a successor to the Servicer or the Special Servicer
under this Section 7.02 shall be effective (i) until each of the Rating Agencies
shall have confirmed in writing that its then-current rating (if any) of each
Class of Certificates will not be qualified (as applicable), downgraded or
withdrawn by reason thereof and (ii) until the assumption in writing by the
successor to the Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter. Pending appointment of a
successor to the Servicer or the Special Servicer hereunder, unless the Trustee
shall be prohibited by law from so acting, the Trustee shall act in such
capacity as herein above provided.

            In connection with such appointment and assumption of a successor to
the Servicer or Special Servicer as described herein, subject to Section
3.11(a), the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation with respect to a successor
Servicer or successor Special Servicer, as the case may be, shall be in excess
of that permitted the terminated Servicer or Special Servicer, as the case may
be, hereunder, excluding, with respect to the Servicer, the Assignable Primary
Servicing Fee; provided, further, that if no successor can be obtained for such
compensation, then, subject to confirmation by the Rating Agencies that such
action will not result in a downgrade, qualification or withdrawal of any rating
assigned to the Certificates, additional amounts shall be paid to such successor
and such amounts in excess of that permitted the terminated Servicer or Special
Servicer, as the case may be, shall be treated as Collateral Support Deficit.
The Trustee, the Servicer or the Special Servicer (whichever is not the
terminated party) and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession. Any
costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination for cause, in which case such costs and
expenses shall be borne by the predecessor Servicer or Special Servicer) under
this Agreement shall be borne by the successor Servicer or Special Servicer.

            Section 7.03   Notification to Certificateholders.

            (a) Upon any resignation of the Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Servicer or the Special Servicer pursuant to Section 7.02, the Trustee shall
give prompt written notice thereof to the parties hereto, Certificateholders at
their respective addresses appearing in the Certificate Register and, to the
extent such information has been made available to the Trustee, to the B Loan
Holder.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders and the Depositor shall send to the B Loan Holder notice of
such occurrence, unless such default shall have been cured.

            Section 7.04   Waiver of Events of Default.

            The Holders of Certificates representing at least 66 2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default under (x) and (y) of clause (i) of Section
7.01(a) may be waived (i) by 100% of the Certificateholders of the affected
Classes and the Trustee or (ii) by the Trustee, in its sole discretion. Upon any
such waiver of an Event of Default and reimbursement by the party requesting
such waiver to the Trustee of all reasonable costs and expenses incurred by it
in connection with such Event of Default and prior to its waiver, such Event of
Default shall cease to exist and shall be deemed to have been remedied for every
purpose hereunder. No such waiver shall extend to any subsequent or other Event
of Default or impair any right consequent thereon except to the extent expressly
so waived. Notwithstanding any other provisions of this Agreement, for purposes
of waiving any Event of Default pursuant to this Section 7.04, Certificates
registered in the name of the Depositor or any Affiliate of the Depositor shall
be entitled to the same Voting Rights with respect to the matters described
above as they would if any other Person held such Certificates.

            Section 7.05   Trustee Advances.

            If the Servicer fails to fulfill its obligations hereunder to make
any Advances, the Trustee shall perform such obligations (x) within one Business
Day of such failure (a failure only occurring after the Servicer's three
Business Day cure period under Section 7.01(a)(i)(y) has expired) by the
Servicer with respect to Servicing Advances to the extent a Responsible Officer
of the Trustee has been notified in writing of such failure with respect to such
Servicing Advances and (y) by 1:00 p.m., New York City time, on the related
Distribution Date with respect to P&I Advances. With respect to any such Advance
made by the Trustee, the Trustee shall succeed to all of the Servicer's rights
with respect to Advances hereunder, including, without limitation, the
Servicer's rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a
Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without
regard to any impairment of any such rights of reimbursement caused by the
Servicer's default in its obligations hereunder); provided, however, that if
Advances made by both the Trustee and the Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Trustee, until such
Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01  Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, then
(subject to Section 8.02(vii) below) the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs. Any permissive right of the
Trustee contained in this Agreement shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall make a request to the responsible party to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Servicer or
the Special Servicer, and accepted by the Trustee in good faith, pursuant to
this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be liable for an error of judgment made
      in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be proved that the Trustee was negligent in
      ascertaining the pertinent facts;

            (iii) The Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of Holders of Certificates entitled to at least 25% of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement (unless a
      higher percentage of Voting Rights is required for such action); and

            (iv) Subject to the other provisions of this Agreement and without
      limiting the generality of this Section 8.01, the Trustee shall have no
      duty except in the capacity as successor Servicer or successor Special
      Servicer (A) to see to any recording, filing or depositing of this
      Agreement or any agreement referred to herein or any financing statement
      or continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, refiling or redepositing of any thereof, (B) to see to any
      insurance, and (C) to confirm or verify the contents of any reports or
      certificates of the Servicer or Special Servicer delivered to the Trustee
      pursuant to this Agreement reasonably believed by the Trustee to be
      genuine and to have been signed or presented by the proper party or
      parties.

            Section 8.02   Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

            (i) The Trustee may rely upon and shall be protected in acting or
      refraining from acting upon any resolution, Officer's Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, Appraisal, bond or other
      paper or document reasonably believed by it to be genuine and to have been
      signed or presented by the proper party or parties;

            (ii) The Trustee may consult with counsel and the written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance therewith;

            (iii) The Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless, in the Trustee's reasonable opinion,
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby; the Trustee shall not be required to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it; nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of an
      Event of Default which has not been cured, to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of
      care and skill in their exercise as a prudent man would exercise or use
      under the circumstances in the conduct of his own affairs;

            (iv) The Trustee shall not be liable for any action reasonably
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 50% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to taking any such
      action;

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys; provided, however, that the appointment of such agents or
      attorneys shall not relieve the Trustee of its duties or obligations
      hereunder;

            (vii) For all purposes under this Agreement, the Trustee shall not
      be required to take any action with respect to, or be deemed to have
      notice or knowledge of any default or Event of Default unless a
      Responsible Officer of the Trustee has actual knowledge thereof or shall
      have received written notice thereof. In the absence of receipt of such
      notice and such actual knowledge otherwise obtained, the Trustee may
      conclusively assume that there is no default or Event of Default;

            (viii) The Trustee shall not be responsible for any act or omission
      of the Servicer, the Special Servicer or the Directing Certificateholder
      (unless the Trustee is acting as Servicer, Special Servicer or the
      Directing Certificateholder, as the case may be) or of the Depositor; and

            (ix) The Trustee shall not be required to give any bond or surety in
      respect of the execution of the Trust Fund created hereby or the power
      granted hereunder.

            Section 8.03   Trustee Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates, other than
the acknowledgments of the Trustee in Section 2.04, shall be taken as the
statements of the Depositor, the Servicer or the Special Servicer, as the case
may be, and the Trustee assumes no responsibility for their correctness. The
Trustee does not make any representations as to the validity or sufficiency of
this Agreement or of any Certificate or of any Mortgage Loan or related
document. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust Fund, or any
funds deposited in or withdrawn from the Collection Account or any other account
by or on behalf of the Depositor, the Servicer, the Special Servicer or the
Trustee. The Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Servicer or the Special Servicer, and
accepted by the Trustee, in good faith, pursuant to this Agreement.

            Section 8.04   Trustee May Own Certificates.

            The Trustee in its individual capacity and not as Trustee, may
become the owner or pledgee of Certificates, and may deal with the Depositor,
the Servicer, the Special Servicer, the Initial Purchaser and the Underwriters
in banking transactions, with the same rights it would have if it were not
Trustee.

            Section 8.05   Fees and Expenses of Trustee; Indemnification of
Trustee.

            (a) As compensation for the performance of its duties, the Trustee
shall be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate on the Stated Principal Balance of each Mortgage Loan or REO Loan, which
shall cover recurring and otherwise reasonably anticipated expenses of the
Trustee. The Trustee Fee (which shall not be limited to any provision of law in
regard to the compensation of a trustee of an express trust) shall constitute
the Trustee's sole form of compensation for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties of the Trustee hereunder.

            (b) [Reserved.]

            (c) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses and disbursements incurred by the
Trustee pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses incurred by the REMIC"
within the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any
such expense, disbursement or advance as may arise from its negligence, bad
faith or willful misconduct; provided, however, that subject to Section
8.02(iii) and 8.14(b), respectively, the Trustee shall not refuse to perform any
of its duties hereunder solely as a result of the failure to be paid the Trustee
Fee or the Trustee's expenses.

            (d) The Trustee and any Affiliate, director, officer, employee or
agent of the Trustee shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement, and expenses incurred in becoming successor
servicer, to the extent not otherwise paid hereunder) arising out of, or
incurred in connection with, this Agreement, the Loans, the Certificates or any
act or omission of the Trustee relating to the exercise and performance of any
of the powers and duties of the Trustee hereunder; provided, however, that
neither the Trustee nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(d) for (i) allocable
overhead, (ii) routine expenses or disbursements incurred or made by or on
behalf of the Trustee in the normal course of the Trustee's performing its
duties in accordance with any of the provisions hereof, which are not
"unanticipated expenses of the REMIC" within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a
breach of any representation, warranty or covenant of the Trustee made herein.
The provisions of this Section 8.05(d) shall survive any resignation or removal
of the Trustee and appointment of a successor thereto.

            Section 8.06   Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national bank or national banking
association, organized and doing business under the laws of any state or the
United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred under this Agreement, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority and shall not be an Affiliate of the
Servicer or the Special Servicer (except during any period when the Trustee is
acting as, or has become successor to, the Servicer or the Special Servicer, as
the case may be, pursuant to Section 7.02), (ii) an institution insured by the
Federal Deposit Insurance Corporation and (iii) an institution whose long-term
senior unsecured debt is rated "AA-" or higher by S&P and "AA" or higher by
Fitch (or such entity as would not, as evidenced in writing by such Rating
Agency, result in the qualification (as applicable), downgrading or withdrawal
of any of the then-current ratings assigned thereby to the Certificates).

            If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Trustee administers
the Trust REMICs is in a state or local jurisdiction that imposes a tax on the
Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions), the Trustee shall elect either to (i)
resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust Fund or (iii) administer the Trust
REMICs from a state and local jurisdiction that does not impose such a tax.

            Section 8.07   Resignation and Removal of the Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicer, the Special Servicer, all Certificateholders and the B Loan Holders.
Upon receiving such notice of resignation, the Depositor shall promptly appoint
a successor trustee acceptable to the Servicer and the Rating Agencies (as
evidenced in writing by such Rating Agency that such appointment would not
result in the qualification (as applicable), downgrading or withdrawal of any of
then-current ratings then assigned thereby to the Certificates) by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Servicer, the Special Servicer, the Certificateholders and the
B Loan Holders by the Depositor. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee. The resigning Trustee
shall be responsible for the payment of all reasonable expenses incurred in
connection with such resignation and discharge and the appointment of a
successor trustee

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 or if the Depositor has received
notice from the Rating Agencies that failure to remove the Trustee will result
in a downgrade or withdrawal of the then-current rating assigned to any Class of
Certificates, and shall fail to resign after written request therefor by the
Depositor or the Servicer, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove
the Trustee and appoint a successor trustee acceptable to the Servicer and the
Rating Agencies (as evidenced in writing by such Rating Agency that such removal
and appointment would not result in the qualification (as applicable),
downgrading or withdrawal of any of then-current ratings then assigned thereby
to the Certificates), by written instrument, in duplicate, which instrument
shall be delivered to the Trustee so removed and to the successor trustee. A
copy of such instrument shall be delivered to the Servicer, the Special
Servicer, the Certificateholders and the B Loan Holders by the Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Servicer, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Depositor, the Special Servicer, the remaining
Certificateholders and the B Loan Holders by the Servicer. The Trustee shall be
reimbursed for all costs and expenses incurred by it in connection with such
removal within 30 days of demand therefor from amounts on deposit in the
Lower-Tier Distribution Account (provided the Trustee is removed without cause).

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

            Within 30 days following any succession of the Trustee under this
Agreement, the predecessor Trustee shall be paid all accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be liable for any action or
omission of any successor Trustee.

            Section 8.08   Successor Trustee.

            (a) Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Servicer, the
Special Servicer and to its predecessor Trustee, an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee, shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder, and the Depositor, the Servicer, the
Special Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor Trustee all such rights, powers,
duties and obligations, and to enable the successor Trustee to perform its
obligations hereunder.

            (b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the Servicer shall mail notice of the succession
of such Trustee hereunder to the Depositor, the Certificateholders and the B
Loan Holders. If the Servicer fails to mail such notice within 10 days after
acceptance of appointment by the successor Trustee, such successor Trustee shall
cause such notice to be mailed at the expense of the Servicer.

            Section 8.09   Merger or Consolidation of Trustee.

            Any Person into which the Trustee may be merged or converted or with
which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee, hereunder; provided that, in the case of
the Trustee, such successor Person shall be eligible under the provisions of
Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            Section 8.10   Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Servicer and the Trustee acting jointly shall have the power, with the
consent of the Directing Certificateholder, and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Servicer and the Trustee may
consider necessary or desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request to do so, or in
case an Event of Default shall have occurred and be continuing, the Trustee
alone shall have the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11   [Reserved.]

            Section 8.12   Access to Certain Information.

            (a) On or prior to the date of the first sale of any Private
Certificate to an Independent third party, the Depositor shall provide to the
Trustee a copy of any private placement memorandum or other disclosure document
used by the Depositor or its Affiliate in connection with the offer and sale of
the Class of Certificates to which such Private Certificate relates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee a copy of the private placement memorandum or
disclosure document, as revised, amended or supplemented.

            The Trustee shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance written notice,
make available during normal business hours for review by any Holder of a
Certificate, each B Loan Holder and its designees, the Depositor, the Servicer,
the Special Servicer, the Directing Certificateholder, any Rating Agency, the
Underwriters or any other Person to whom the Trustee believes such disclosure is
appropriate, originals or copies of the following items to the extent such
documents have been delivered to the Trustee: (i) in the case of a Holder or
prospective transferee of a Private Certificate, any private placement
memorandum or other disclosure document relating to the Class of Certificates to
which such Private Certificate belongs, in the form most recently provided to
the Trustee and (ii) in all cases, (A) this Agreement and any amendments hereto
entered into pursuant to Section 10.01, (B) the statements required to be
delivered to Certificateholders of the relevant Class pursuant to Section 4.02
since the Closing Date, (C) all Officer's Certificates delivered to the Trustee
since the Closing Date pursuant to Section 3.13, (D) all accountants' reports
delivered to the Trustee since the Closing Date pursuant to Section 3.14, (E)
any and all notices, reports and Environmental Assessments delivered to the
Trustee with respect to any Mortgaged Property securing a Defaulted Mortgage
Loan as to which the environmental testing contemplated by Section 3.09(c)
revealed that either of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof was not satisfied (but only for so long as such Mortgaged
Property or the related Mortgage Loan are part of the Trust Fund), (F) any and
all modifications, waivers and amendments of the terms of a Mortgage Loan
entered into by the Servicer or the Special Servicer and delivered to the
Trustee pursuant to Section 3.20 (but only for so long as the affected Mortgage
Loan is part of the Trust Fund), (G) any and all Officer's Certificates
delivered to the Trustee to support the Servicer's determination that any P&I
Advance or Servicing Advance was or, if made, would be a Nonrecoverable P&I
Advance or Nonrecoverable Servicing Advance, as the case may be, (H) any and all
of the Loan Documents contained in the Mortgage File, (I) any and all Appraisals
obtained pursuant to the definition of "Appraisal Reduction" herein, (J)
information regarding the occurrence of Servicing Transfer Events as to the
Mortgage Loans and (K) any and all Sub-Servicing Agreements and any amendments
thereto and modifications thereof.

            Copies of any and all of the foregoing items will be available from
the Trustee upon written request; provided, however, that the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies, except in the case of copies provided to
the Rating Agencies, which shall be free of charge. In addition, without
limiting the generality of the foregoing, the Holder of any Class K, Class L,
Class M, Class N and Class O Certificate may upon written request from the
Trustee obtain a copy of any report delivered to the Rating Agencies under this
Agreement.

            (b) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Servicer and the Trustee shall, in accordance with such reasonable rules and
procedures as each may adopt (which may include the requirement that an
agreement that provides that such information shall be used solely for purposes
of evaluating the investment characteristics of the Certificates be executed),
also make the reports available to Certificateholders pursuant to Section 4.02,
as well as certain additional information received by the Servicer or the
Trustee, as the case may be, to any Certificateholder, the Underwriters, the
Initial Purchaser, any Certificate Owner or any prospective investor identified
as such by a Certificate Owner or the Underwriters, that requests such reports
or information; provided that the Servicer or the Trustee, as the case may be,
shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing copies of such reports or
information.

            (c) With respect to any information furnished by the Trustee or the
Servicer pursuant to this Section 8.12, the Trustee or Servicer, as the case may
be, shall be entitled to indicate the source of such information and the Trustee
or Servicer, as applicable, may affix thereto any disclaimer it deems
appropriate in its discretion. The Trustee or the Servicer, as applicable, shall
notify Certificateholders of the availability of any such information in any
manner as it, in its sole discretion, may determine. In connection with
providing access to or copies of the items described in the preceding paragraph,
the Trustee or the Servicer, as the case may be, may require (a) in the case of
Certificate Owners, a confirmation executed by the requesting Person
substantially in form and substance reasonably acceptable to the Servicer or
Trustee, as applicable, generally to the effect that such Person is a beneficial
holder of Certificates or an investment advisor representing such Person and is
requesting the information solely for use in evaluating such Person's investment
in the Certificates and will otherwise keep such information confidential and
(b) in the case of a prospective purchaser or an investment advisor representing
such Person, confirmation executed by the requesting Person in form and
substance reasonably acceptable to the Trustee or the Servicer, as the case may
be, generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein or an investment advisor representing such
Person, and is requesting the information solely for use in evaluating a
possible investment in Certificates. Neither of the Servicer nor the Trustee
shall be liable for the dissemination of information in accordance with this
Agreement.

            Section 8.13   Representations, Warranties and Covenants of the
Trustee.

            The Trustee hereby represents and warrants to the Depositor, the
Servicer and the Special Servicer and for the benefit of the Certificateholders,
as of the Closing Date, that:

            (i) The Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States;

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets;

            (iii) The Trustee has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof, subject to (a) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and the rights of creditors of
      banks specifically and (b) general principles of equity, regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law;

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement;

            (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee which would prohibit the Trustee
      from entering into this Agreement or, in the Trustee's good faith and
      reasonable judgment, is likely to materially and adversely affect the
      ability of the Trustee to perform its obligations under this Agreement;
      and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Trustee of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Trustee to perform its obligations hereunder.


                                   ARTICLE IX

                       TERMINATION; PURCHASE OF ARD LOANS

            Section 9.01   Termination Upon Repurchase or Liquidation of All
Mortgage Loans.

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Servicer, the Special Servicer and the Trustee (other than the obligations of
the Trustee to provide for and make payments to Certificateholders as hereafter
set forth) shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earliest
to occur of (i) the purchase by the Special Servicer, the Holders of the
Controlling Class or the Servicer of all the Mortgage Loans and each REO
Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the
aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans)
included in the Trust Fund and (2) the Fair Value of each REO Property, if any,
included in the Trust Fund (to be conducted by an Appraiser selected and
mutually agreed upon by the Servicer and the Trustee), minus (b) solely in the
case where the Servicer is effecting such purchase, the aggregate amount of
unreimbursed Advances, together with any interest accrued and payable to the
Servicer in respect of such Advances in accordance with Sections 3.03(d) and
4.03(d) and any unpaid Servicing Fees, remaining outstanding (which items shall
be deemed to have been paid or reimbursed to the Servicer in connection with
such purchase), (ii) the Distribution Date in December 2035 and (iii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Fund; provided, however,
that in no event shall the trust created hereby continue beyond the earlier of
(i) the Rated Final Distribution Date and (ii) expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James's, living on the date
hereof.

            The Special Servicer may, at its option, elect to purchase all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as
contemplated by clause (i) of the preceding paragraph by giving written notice
to the Trustee and the other parties hereto within 30 days of the first
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is less than 1.00%
of the aggregate Cut-off Date Principal Balance of the Mortgage Loans set forth
in the Preliminary Statement. If the Special Servicer does not exercise such
option within 30 days after it becomes exercisable by the Special Servicer, the
Holders of a majority of the Percentage Interests in the Controlling Class may
notify the Special Servicer and the Trustee of their intention to exercise such
option and if the Special Servicer does not exercise such option within ten
Business Days thereafter, such Holders of the Controlling Class shall be
entitled to exercise such option. If the Holders of a majority of the Percentage
Interests of the Controlling Class do not exercise such option within 30 days
after it becomes exercisable by them, the Servicer may notify the Special
Servicer, the Holders of the Controlling Class and the Trustee of the Servicer's
intention to exercise such option, and if neither of the Special Servicer nor
the Holders of a majority of the Percentage Interests in the Controlling Class
exercise such option within ten Business Days thereafter, the Servicer will be
entitled to exercise such option.

            If the Special Servicer, the Holders of the Controlling Class or the
Servicer purchases all of the Mortgage Loans and each REO Property remaining in
the Trust Fund in accordance with the preceding paragraph, the Special Servicer,
the Holders of the Controlling Class or the Servicer, as applicable, shall
deposit in the Lower-Tier Distribution Account not later than the P&I Advance
Date relating to the Distribution Date on which the final distribution on the
Certificates is to occur, an amount in immediately available funds equal to the
above-described purchase price (exclusive of (i) any portion thereof payable to
any Person other than the Certificateholders pursuant to Section 3.05(a), which
portion shall be deposited in the Collection Account and (ii) any portion
thereof representing accrued and unpaid Excess Interest, which shall be
deposited in the Excess Interest Distribution Account). In addition, the
Servicer shall transfer to the Lower-Tier Distribution Account all amounts
required to be transferred thereto on such P&I Advance Date from the Collection
Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Collection Account that would otherwise be held
for future distribution. Upon confirmation that such final deposits have been
made, the Trustee shall release or cause to be released to the Special Servicer,
the Holders of the Controlling Class or the Servicer, as applicable, the
Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute
all assignments, endorsements and other instruments furnished to it by the
Special Servicer, the Holders of the Controlling Class or the Servicer, as
applicable, as shall be necessary to effectuate transfer of the Loans and REO
Properties remaining in the Trust Fund and its rights under the Mortgage Loan
Purchase Agreement.

            For purposes of this Section 9.01, the Directing Certificateholder,
with the consent of the Holders of the Controlling Class, shall act on behalf of
the Holders of the Controlling Class in purchasing the assets of the Trust Fund
and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to the Certificateholders, the B Loan
Holders and each Rating Agency and, if not previously notified pursuant to this
Section 9.01, to the other parties hereto mailed (a) in the event such notice is
given in connection with the purchase of all of the Mortgage Loans and each REO
Property remaining in the Trust Fund, not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final
distribution on the Certificates, or (b) otherwise during the month of such
final distribution on or before the P&I Advance Determination Date in such
month, in each case specifying (i) the Distribution Date upon which the Trust
Fund will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the
Trustee or such other location therein designated.

            After transferring the Lower-Tier Distribution Amount and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant
to Section 4.01(d) to the Upper-Tier Distribution Account pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Upper-Tier Distribution Account that are allocable to payments on
the Class of Certificates so presented and surrendered. Amounts transferred from
the Lower-Tier Distribution Account to the Upper-Tier Distribution Account as of
the final Distribution Date shall be allocated for the purposes, in the amounts
and in accordance with the priority set forth in Sections 4.01(a) and 4.01(e)
and shall be distributed in termination and liquidation of the Uncertificated
Lower-Tier Interests and the Class LR Certificates in accordance with Sections
4.01(b) and (d). Any funds not distributed on such Distribution Date shall be
set aside and held uninvested in trust for the benefit of Certificateholders not
presenting and surrendering their Certificates in the aforesaid manner and shall
be disposed of in accordance with this Section 9.01 and Section 4.01(h).

            Anything in this Section 9.01 to the contrary notwithstanding, the
Holders of the Class V Certificates shall receive that portion of the proceeds
of a sale of the assets of the Trust Fund allocable to accrued and unpaid Excess
Interest.

            Section 9.0   Additional Termination Requirements.

            If the Special Servicer, the Holders of the Controlling Class or the
Servicer purchases all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as provided in Section 9.01, the Trust Fund shall be terminated
in accordance with the following additional requirements, which meet the
definition of a "qualified liquidation" of the Lower-Tier REMIC and the
Upper-Tier REMIC, within the meaning of Section 860F(a)(4) of the Code:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each of the Upper-Tier
      REMIC's and the Lower-Tier REMIC's final Tax Returns pursuant to Treasury
      Regulations Section 1.860F-1;

            (ii) within such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall sell all of the assets of and the Lower-Tier REMIC to the Special
      Servicer, the Holders of the Controlling Class or the Servicer, as the
      case may be, for cash; and

            (iii) immediately following the making of the final payment on the
      Uncertificated Lower-Tier Interests and the Certificates, the Trustee
      shall distribute or credit, or cause to be distributed or credited, to the
      Class LR Certificates (in the case of the Lower-Tier REMIC) and the Class
      R Certificates (in the case of the Upper-Tier REMIC) all cash on hand
      (other than cash retained to meet claims), in the Trust Fund and each of
      the Lower-Tier REMIC and the Upper-Tier REMIC shall terminate at that
      time.

            Section 9.03   Purchase of ARD Mortgage Loans.

            The Holder of a 100% Percentage Interest in the Class V Certificates
may purchase any ARD Mortgage Loan for up to two months after its Anticipated
Repayment Date at a price equal to the sum of the following:

            (i) 100% of the outstanding principal balance of such Mortgage Loan
      on such Anticipated Repayment Date or Maturity Date, as applicable (less
      any P&I Advances previously made on account of principal);

            (ii) all unpaid interest accrued on such principal balance of such
      Mortgage Loan at the Mortgage Rate thereof, to the last day of the
      Interest Accrual Period preceding such Anticipated Repayment Date or
      Maturity Date, as applicable (less any P&I Advances previously made on
      account of interest);

            (iii) the aggregate amount of all unreimbursed Advances with respect
      to such Mortgage Loan, with interest thereon at the Reimbursement Rate,
      and unpaid Servicing Fees, Primary Servicing Fees, Excess Servicing Strip,
      Special Servicing Fees, Workout Fees and Trustee Fees; and

            (iv) the amount of any expenses incurred by the Trust Fund in
      connection with such purchase;

provided, however, that any such purchase may be consummated only if the
applicable Holder, at its expense, provides the Trustee with an Opinion of
Counsel to the effect that such purchase (or such right to purchase) would not
cause (a) either Trust REMIC to fail to qualify as a REMIC under the Code at any
time that any Certificate is outstanding and (b) would not cause the arrangement
between the Trust and the Class V Certificateholders to be other than a grantor
trust for federal income tax purposes, and (i) an Opinion of Counsel to the
effect that such purchase would not result in a gain which would be subject to
the tax on net income derived from prohibited transactions imposed by Code
Section 860F(a)(1) or otherwise result in the imposition of any other tax on
either Trust REMIC under the REMIC Provisions or (ii) an accountant's
certification to the effect that such purchase would not result in the
realization of any net income to either Trust REMIC.

            The proceeds of any such purchase hereunder shall be deposited in
the Collection Account and disbursed as provided herein.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01   Amendment.

            (a) This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders or any of the B
Loan Holders:

            (i) to cure any ambiguity;

            (ii) to correct or supplement any provisions herein or therein,
      which may be inconsistent with any other provisions herein or therein or
      to correct any error;

            (iii) to modify, eliminate or add to any of its provisions to such
      extent as shall be necessary to maintain the qualification of either Trust
      REMIC as a REMIC at all times that any Certificate (other than the Class V
      Certificates) is outstanding or to avoid or minimize the risk of the
      imposition of any tax on the Trust Fund or either Trust REMIC pursuant to
      the Code that would be a claim against the Trust Fund or either Trust
      REMIC, provided that the Trustee has received an Opinion of Counsel to the
      effect that (a) such action is necessary or desirable to maintain such
      qualification or to avoid or minimize the risk of the imposition of any
      such tax, (b) such action will not adversely affect in any material
      respect the interests of any Certificateholder, and (c) such change shall
      not result in the withdrawal, downgrade or qualification of the
      then-current rating assigned to any Class of Certificates, as evidenced by
      a letter from each Rating Agency to such effect;

            (iv) to change the timing and/or nature of deposits into the
      Collection Account, the Distribution Accounts or REO Account or to change
      the name in which the Collection Account is maintained, provided that (a)
      the P&I Advance Date shall in no event be later than the related
      Distribution Date, (b) such change shall not, as evidenced by an Opinion
      of Counsel addressed to the Trustee, adversely affect in any material
      respect the interests of any Certificateholder or any B Loan Holder and
      (c) such change shall not result in the withdrawal, downgrade or
      qualification of the then-current rating assigned to any Class of
      Certificates, as evidenced by a letter from each Rating Agency to such
      effect;

            (v) to modify, eliminate or add to the provisions of Section 5.02(d)
      or any other provision hereof restricting transfer of the Residual
      Certificates by virtue of their being the REMIC "residual interests,"
      provided that (a) such change shall not result in the withdrawal,
      downgrade or qualification of the then-current rating assigned to any
      Class of Certificates, as evidenced by a letter from each Rating Agency to
      such effect, and (b) such change shall not, as evidenced by an Opinion of
      Counsel addressed to the Trustee (at the expense of the requesting party),
      cause the Trust Fund or either Trust REMIC or any of the
      Certificateholders (other than the Transferor) to be subject to a federal
      tax caused by a Transfer to a Person that is a Disqualified Organization
      or a Non-U.S. Person or a Transfer from a Person other than a U.S. Person;

            (vi) to make any other provisions with respect to matters or
      questions arising under this Agreement, provided that such action shall
      not, as evidenced by an Opinion of Counsel addressed to the Trustee,
      adversely affect in any material respect the interests of any
      Certificateholder not consenting thereto; and

            (vii) to amend or supplement any provision hereof to the extent
      necessary to maintain the then-current rating or ratings assigned to each
      Class of Certificates by each Rating Agency as confirmed in writing.

            (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66 2/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, or which are required to be
      distributed to any CBA B Loan Holder, without the consent of such CBA B
      Loan Holder; or

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the Holders of which are required to consent to any such amendment, in any
      such case without the consent of the Holders of all Certificates of such
      Class then outstanding; or

            (iii) adversely affect the Voting Rights of any Class of
      Certificates without the consent of the Holders of all Certificates of
      such Class then outstanding; or

            (iv) modify the Servicing Standard in any manner which adversely
      affects certificateholders or CBA B Loan Holders, as applicable, without
      the consent of the Holders of all Certificates or the consent of the CBA B
      Loan Holders, as applicable; or

            (v) amend this Section 10.01 without the consent of the CBA B Loan
      Holders.

            (c) Notwithstanding the foregoing, the Trustee will not be entitled
to consent to any amendment hereto without having first received an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Servicer, the Depositor, the Special Servicer, the Trustee or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on the Trust Fund or either Trust REMIC or cause either
Trust REMIC to fail to qualify as a REMIC or the remaining portion of the Trust
Fund to fail to qualify as a grantor trust.

            (d) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of such amendment to the parties hereto, each Rating
Agency, each Certificateholder and each B Loan Holder.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 10.01(a), (b) or (c) shall be borne by the Person seeking the related
amendment, except that if the Servicer, the Special Servicer or the Trustee
requests any amendment of this Agreement in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 10.01(a), (b) or (c) shall be payable
out of the Collection Account.

            (h) Notwithstanding anything to the contrary contained in this
Section 10.01, the parties hereto agree that this Agreement may not be amended
in any manner that is reasonably likely to have a material adverse effect on the
holder of the 1633 Broadway B Loan without first obtaining the written consent
of the holder of the 1633 Broadway B Loan, which consent shall be deemed granted
if not denied within 10 Business Days of the receipt by such holder of the
proposed amendment. The Servicer may obtain, and may rely upon, an Opinion of
Counsel to the effect that such action will not adversely affect in any material
respect the interests of the holder of the 1633 Broadway B Loan.

            (i) Any material change or amendment to this Agreement shall not be
effective unless and until the party requesting such amendment has received
confirmation in writing from the Rating Agencies that such amendment will not
result in a withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates.

            (j) Notwithstanding anything to the contrary contained in this
Section 10.01, the parties hereto agree that this Agreement may be amended
pursuant to Section 3.27(d) herein without any notice to or consent of any of
the Certificateholders, Opinions of Counsel, Officer's Certificates or
confirmation in writing from the Rating Agencies that such amendment will not
result in a withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates.

            Section 10.02   Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation 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 the Servicer at the expense of the Depositor on direction by the
Trustee, but only upon direction accompanied by an Opinion of Counsel (the cost
of which shall be paid by the Depositor or, to the extent that it benefits any B
Loan Holder, by such B Loan Holder) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders
and/or the B Loan Holders.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            Section 10.03  Limitation on Rights of Certificateholders and B Loan
Holders.

            (a) The death or incapacity of any Certificateholder or any B Loan
Holder shall not operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder's or B Loan Holder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of the Trust Fund, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

            (b) No Certificateholder or B Loan Holder shall have any right to
vote (except as expressly provided for herein) or in any manner otherwise
control the operation and management of the Trust Fund, or the obligations of
the parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders and/or the B Loan Holders from time to time as partners or
members of an association; nor shall any Certificateholder or any B Loan Holder
be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.

            (c) No Certificateholder or B Loan Holder shall have any right by
virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement
or any Loan, unless, with respect to any suit, action or proceeding upon or
under or with respect to this Agreement, such Holder previously shall have given
to the Trustee a written notice of default hereunder, and of the continuance
thereof, as hereinbefore provided, and unless also (except in the case of a
default by the Trustee) the Holders of Certificates of any Class evidencing not
less than 25% of the related Percentage Interests in such Class shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. The
Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the
Holders of Certificates unless such Holders have offered to the Trustee
reasonable security against the costs, expenses and liabilities which may be
incurred therein or hereby.

            It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 10.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            Section 10.04   Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

            Section 10.05   Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, Credit
Suisse First Boston Mortgage Securities Corp., Eleven Madison Avenue, New York,
New York 10010, Attention: Edmund Taylor, with a copy to Pamela McCormack, Esq.,
Compliance Department, telecopy number: (212) 326-7805; (ii) in the case of the
Underwriter and the Initial Purchaser, Credit Suisse First Boston Corporation,
Eleven Madison Avenue, New York, New York 10010, Attention: Edmund Taylor, with
a copy to Pamela McCormack, Esq., Compliance Department, telecopy number: (212)
326-7805; (iii) in the case of the Servicer, Midland Loan Services, Inc., 10851
Mastin, Suite 300, Overland Park, Kansas 66210 (for deliveries), and P.O. Box
25965, Shawnee Mission, Kansas 66225-5965 (for communications by United States
mail), Attention: President, telecopy number: (913) 253-9001; (iv) if sent to
PNC Capital Markets, Inc., shall be mailed, delivered or telecopied to it at One
PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222, Attention: Craig
Grenci, telecopy number: (412) 762-9124, with a copy to Leonard Ferleger,
telecopy number: (412) 705-2148; (v) in the case of the Special Servicer, GMAC
Commercial Mortgage Corporation, 550 California Street, 12th Floor, San
Francisco, California 94104, Attention: Henry Bieber, telecopy number: (415)
391-2949, with a copy to General Counsel, telecopy number (215) 328-3622; (vi)
in the case of the Trustee, Wells Fargo Bank Minnesota, N.A., 9062 Old Annapolis
Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS)
- Credit Suisse First Boston Series 2002-CP5; (vii) in the case of the Rating
Agencies, (a) Fitch, One State Street Plaza, New York, New York 10004,
Attention: Commercial Mortgage Monitoring Group, telecopy number: (212)
635-0295; (b) Standard and Poor's Ratings Services, 55 Water Street, New York
10041, Attention: CMBS Surveillance Group, telecopy number: (212) 438-2662; and
(viii) in the case of the CSFB Mortgage Loan Seller, Column Financial, Inc.,
3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia 30326, Attention:
President, telecopy number: (404) 239-0419; (ix) in the case of the PNC Mortgage
Loan Seller, PNC Bank, National Association, 10851 Mastin, Suite 300, Overland
Park, Kansas 66210 (for deliveries), and P.O. Box 25965, Shawnee Mission, Kansas
66225-5965 (for communications by United States mail), Attention: Harry Funk,
telecopy number: (913) 253-9001, with a copy to PNC Bank, National Association,
One PNC Plaza, 249 Fifth Avenue, 21st Floor, Pittsburgh, Pennsylvania 15222,
Attention: Gretchen Lengel Kelly, telecopy number: (412) 762-4334; (x) in the
case of the initial the B Loan Holder as specified in the A/B Intercreditor
Agreement, Column Financial, Inc., 3414 Peachtree Road, N.E., Suite 1140,
Atlanta, Georgia 30326-1113, Attention: Robert A. Barnes, telecopy number (404)
239-0419; and (xi) in the case of the initial Directing Certificateholder, GMAC
Institutional Advisors LLC, 550 California Street, 12th Floor, San Francisco,
California 94104, Attention: Shari Figi, telecopy number: (415) 646-8458, or as
to each such Person such other address as may hereafter be furnished by such
Person to the parties hereto in writing. Any communication required or permitted
to be delivered to a Certificateholder shall be deemed to have been duly given
when mailed first Class, postage prepaid, to the address of such Holder as shown
in the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.

            Section 10.06   Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 10.07   Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans, all principal and interest
received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Collection Account, the Excess Interest Distribution Account, the
Excess Liquidation Proceeds Reserve Account, the Interest Reserve Account, the
Distribution Accounts and, if established, the REO Account, and all reinvestment
earnings on such amounts, and all of the Depositor's right, title and interest
in and to the proceeds of any title, hazard or other Insurance Policies related
to such Mortgage Loans and (ii) this Agreement shall constitute a security
agreement under applicable law. This Section 10.07 shall constitute notice to
the Trustee pursuant to any of the requirements of the applicable UCC.

            Section 10.08   Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. The B
Loan Holders are each an intended third-party beneficiary in respect of the
rights afforded it hereunder. No other person, including, without limitation,
any Borrower, shall be entitled to any benefit or equitable right, remedy or
claim under this Agreement.

            Section 10.09   Article and Section Headings.

            The article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 10.10   Notices to Rating Agencies.

            (a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Servicer or the Special
      Servicer;

            (iv) any change in the location of either of the Distribution
      Accounts;

            (v) the repurchase of Mortgage Loans by a Mortgage Loan Seller
      pursuant to Section 7 of the related Mortgage Loan Purchase Agreement; and

            (vi) the final payment to any Class of Certificateholders.

            (b) The Servicer shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

            (i) the resignation or removal of the Trustee; and

            (ii) any change in the location of the Collection Account.

            (c) Each of the Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) each of its annual independent public accountants' servicing
      reports described in Section 3.14; and

            (iii) any other document that shall be reasonably requested by any
      Rating Agency.

            (d) The Trustee shall promptly after each Distribution Date make
available to each Rating Agency a copy of the related Statement to
Certificateholders.
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


                                       CREDIT SUISSE FIRST BOSTON
                                         MORTGAGE SECURITIES CORP.
                                         Depositor


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



                                       MIDLAND LOAN SERVICES, INC.
                                         Servicer


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



                                       GMAC COMMERCIAL MORTGAGE CORPORATION
                                         Special Servicer


                                       By:
                                          --------------------------------------
                                          Name:  Henry Bieber
                                          Title: Senior Vice President



                                       WELLS FARGO BANK MINNESOTA, N.A.
                                         Trustee


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
<PAGE>


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


            On the _____ day of December, 2002 before me, a notary public in and
for said State, personally appeared ______________________________________ known
to me to be a __________________________ of Credit Suisse First Boston Mortgage
Securities Corp., the corporation that executed the within instrument, and also
known to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                         ---------------------------------------
                                                      Notary Public
<PAGE>


STATE OF _________  )
                    ) ss.:
COUNTY OF ________  )


            On the _____ day of December, 2002 before me, a notary public in and
for said State, personally appeared _________________________________ know to me
to be a _________________________ of
[______________________________________________________________] that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                         ---------------------------------------
                                                      Notary Public
<PAGE>


STATE OF _________  )
                    ) ss.:
COUNTY OF ________  )


            On the _____ day of December, 2002 before me, a notary public in and
for said State, personally appeared _________________________________ know to me
to be a _________________________ of GMAC Commercial Mortgage Corporation, a
California corporation that executed the within instrument, and also known to me
to be the person who executed it on behalf of said corporation, and acknowledged
to me that such corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                         ---------------------------------------
                                                      Notary Public
<PAGE>


STATE OF __________ )
                    ) ss.:
COUNTY OF _________ )


            On the _____ day of December, 2002 before me,
_______________________, a notary public in and for said State, personally
appeared ______________________________ known to me to be a ___________________
of [________________________________________________________________] that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking association, and acknowledged to me that
such banking association executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                         ---------------------------------------
                                                      Notary Public
<PAGE>


                                                                     EXHIBIT A-1

                         FORM OF CLASS A CERTIFICATE

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CP5
                         CLASS A-[1]-[2] CERTIFICATE

PASS-THROUGH RATE [CLASS A-1: 4.1060%]   [INITIAL CLASS A-1 CERTIFICATE
                                         BALANCE:  $353,118,000]

PASS-THROUGH RATE [CLASS A-2: 4.9400%]   [INITIAL CLASS A-2 CERTIFICATE
                                         BALANCE: $620,320,000]

CUSIP NO. [CLASS A-1 22541NUH0]          DENOMINATION OF THIS CERTIFICATE:
                                         $---------
CUSIP NO. [CLASS A-2 22541NUJ6]
                                         DENOMINATION OF THIS CERTIFICATE:
                                         $---------

                                         RATED FINAL DISTRIBUTION DATE:
                                         DECEMBER 2035

No.: A-[1][2]

            FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

            THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

            Unless and until it is exchanged in whole or in part for
Certificates in definitive form, this Certificate may not be transferred except
as a whole (i) by The Depository Trust Company, a New York corporation ("DTC")
to a nominee of DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC
or (iii) by DTC or any such nominee to a successor depository or a nominee of
such successor depository.

            Unless this Certificate is presented by an authorized representative
of DTC, to the Certificate Registrar or its agent for registration of transfer,
exchange or payment, and any Certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

            This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as servicer (the "Servicer"), GMAC Commercial Mortgage
Corporation, as special servicer (the "Special Servicer"), Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"), and Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"). All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement. This Certificate is described in
the Pooling and Servicing Agreement and is issued pursuant to and subject to the
Pooling and Servicing Agreement. By acceptance of this Certificate, each
Certificateholder assents to and becomes bound by the Pooling and Servicing
Agreement.

            On each Distribution Date, the Trustee shall distribute to the
Person in whose name this Certificate is registered on the last Business Day of
the month immediately preceding the month in which such Distribution Date occurs
(or with respect to the first Distribution Date, the Closing Date), an amount
equal to the Percentage Interest represented by this Certificate of the amount
required to be distributed to the Certificateholders of this Class on such
Distribution Date pursuant to Section 4.01 of the Pooling and Servicing
Agreement.

            All distributions (other than the final distribution) shall be made
to the Persons in whose name the Certificates are registered at the close of
business on each Record Date by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor if such Certificateholder shall have so notified
the Trustee in writing by no later than five Business Days prior to the Record
Date immediately prior to such Distribution Date and is the registered
Certificateholder of Certificates of the Class represented by this Certificate
with an initial Certificate Balance equal to or in excess of $5,000,000; and in
all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

            No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

            This Certificate does not represent an obligation of, or an interest
in the Servicer, the Special Servicer, the Depositor or the Trustee, except to
the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

            The Holder hereof, by its acceptance of this Certificate, agrees to
look solely to the assets of the Trust Fund, as provided in the Pooling and
Servicing Agreement, for payment hereunder and that the Trustee in its
individual capacity is not liable to the Holder hereof for any amounts payable
under this Certificate or the Pooling and Servicing Agreement.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and is qualified in its entirety by the Pooling and
Servicing Agreement. Reference is made to the Pooling and Servicing Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed by the manual or facsimile signature of the duly authorized
signatory of the Trustee.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity, but
                                          solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory



                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-[1][2] Certificates referred to in the
within mentioned Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity, but
                                          solely as Trustee



                                       By:____________________________________
                                          Authorized Signatory

Dated: _______________
<PAGE>


            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________ the within Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificate,
Series 2002-CP5, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.


Dated: _______________                 By:____________________________________
                                          Signature
<PAGE>


                                                                   EXHIBIT A-2

                        FORM OF CLASS A-X CERTIFICATE

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CP5
                            CLASS A-X CERTIFICATE
                               (VARIABLE RATE)

PASS-THROUGH RATE:  0.1925%              ORIGINAL CLASS A-X NOTIONAL BALANCE:
                                         [$1,185,313,661]

CUSIP NO. [144-A] 22541NVA4              NOTIONAL DENOMINATION OF THIS
                                         CERTIFICATE (SUBJECT TO SCHEDULE A
                                         ATTACHED HERETO): $______

CUSIP NO. [REG S] U12679MW0              RATED FINAL DISTRIBUTION DATE:
                                         DECEMBER 2035


No.:  A-X

            THIS CERTIFICATE IS AN "INTEREST ONLY" CERTIFICATE AND DOES NOT HAVE
A PRINCIPAL BALANCE. DISTRIBUTIONS WILL BE CALCULATED ON THE CLASS A-X "NOTIONAL
BALANCE."

            FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

            THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

            Unless and until it is exchanged in whole or in part for
Certificates in definitive form, this Certificate may not be transferred except
as a whole (i) by The Depository Trust Company, a New York corporation ("DTC")
to a nominee of DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC
or (iii) by DTC or any such nominee to a successor depository or a nominee of
such successor depository.

            Unless this Certificate is presented by an authorized representative
of DTC, to the Certificate Registrar or its agent for registration of transfer,
exchange or payment, and any Certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

            This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as servicer (the "Servicer"), GMAC Commercial Mortgage
Corporation, as special servicer (the "Special Servicer"), Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"), and Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"). All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement. This Certificate is described in
the Pooling and Servicing Agreement and is issued pursuant to and subject to the
Pooling and Servicing Agreement. By acceptance of this Certificate, each
Certificateholder assents to and becomes bound by the Pooling and Servicing
Agreement.

            On each Distribution Date, the Trustee shall distribute to the
Person in whose name this Certificate is registered on the last Business Day of
the month immediately preceding the month in which such Distribution Date occurs
(or with respect to the first Distribution Date, the Closing Date), an amount
equal to the Percentage Interest represented by this Certificate of the amount
required to be distributed to the Certificateholders of this Class on such
Distribution Date pursuant to Section 4.01 of the Pooling and Servicing
Agreement.

            All distributions (other than the final distribution) shall be made
to the Persons in whose name the Certificates are registered at the close of
business on each Record Date by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor if such Certificateholder shall have so notified
the Trustee in writing by no later than five Business Days prior to the Record
Date immediately prior to such Distribution Date and is the registered
Certificateholder of Certificates of the Class represented by this Certificate
with an initial Notional Balance equal to or in excess of $5,000,000; and in all
other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates. No sale, transfer or other disposition of
this Certificate shall be permitted other than in accordance with the provisions
of Section 5.02 of the Pooling and Servicing Agreement.

            This Certificate does not represent an obligation of, or an interest
in the Servicer, the Special Servicer, the Depositor or the Trustee, except to
the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

            The Holder hereof, by its acceptance of this Certificate, agrees to
look solely to the assets of the Trust Fund, as provided in the Pooling and
Servicing Agreement, for payment hereunder and that the Trustee in its
individual capacity is not liable to the Holder hereof for any amounts payable
under this Certificate or the Pooling and Servicing Agreement.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and is qualified in its entirety by the Pooling and
Servicing Agreement. Reference is made to the Pooling and Servicing Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed by the manual or facsimile signature of the duly authorized
signatory of the Trustee.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity, but
                                          solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory



                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-X Certificates referred to in the within
mentioned Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity, but
                                          solely as Trustee



                                       By:____________________________________
                                          Authorized Signatory

Dated: ___________________
<PAGE>


            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________ the within Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate,
Series 2002-CP5, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.



Dated: ________________                By:____________________________________
                                          Signature



<PAGE>



                                  Class A-X
                                  Schedule A

                                            Remaining Notional
            Notional Amount                 Amount of this            Notation
Date        Exchanged or Transferred        Certificate               Made By
----------  ------------------------------  ------------------------  -------

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

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

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

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

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

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

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

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

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

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

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

----------  ------------------------------  ------------------------  -------
<PAGE>


                                                                     EXHIBIT A-3

                        FORM OF CLASS A-SP CERTIFICATE

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CP5
                            CLASS A-SP CERTIFICATE
                               (VARIABLE RATE)

PASS-THROUGH RATE:  1.6647%            ORIGINAL CLASS A-SP NOTIONAL BALANCE:
                                       [$1,035,816,000]

CUSIP NO. [144-A] US22541NVB2          NOTIONAL DENOMINATION OF THIS CERTIFICATE
                                       (SUBJECT TO SCHEDULE A ATTACHED
                                       HERETO): $______

CUSIP NO. [REG S] U12679MX8            RATED FINAL DISTRIBUTION DATE:
                                       DECEMBER 2035

No.:  A-SP

            THIS  CERTIFICATE IS AN "INTEREST  ONLY"  CERTIFICATE AND DOES NOT
HAVE A PRINCIPAL  BALANCE.  DISTRIBUTIONS WILL BE CALCULATED ON THE CLASS A-SP
"NOTIONAL BALANCE."

            FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

            THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

            Unless and until it is exchanged in whole or in part for
Certificates in definitive form, this Certificate may not be transferred except
as a whole (i) by The Depository Trust Company, a New York corporation ("DTC")
to a nominee of DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC
or (iii) by DTC or any such nominee to a successor depository or a nominee of
such successor depository.

            Unless this Certificate is presented by an authorized representative
of DTC, to the Certificate Registrar or its agent for registration of transfer,
exchange or payment, and any Certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

            This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as servicer (the "Servicer"), GMAC Commercial Mortgage
Corporation, as special servicer (the "Special Servicer"), Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"), and Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"). All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement. This Certificate is described in
the Pooling and Servicing Agreement and is issued pursuant to and subject to the
Pooling and Servicing Agreement. By acceptance of this Certificate, each
Certificateholder assents to and becomes bound by the Pooling and Servicing
Agreement.

            On each Distribution Date, the Trustee shall distribute to the
Person in whose name this Certificate is registered on the last Business Day of
the month immediately preceding the month in which such Distribution Date occurs
(or with respect to the first Distribution Date, the Closing Date), an amount
equal to the Percentage Interest represented by this Certificate of the amount
required to be distributed to the Certificateholders of this Class on such
Distribution Date pursuant to Section 4.01 of the Pooling and Servicing
Agreement.

            All distributions (other than the final distribution) shall be made
to the Persons in whose name the Certificates are registered at the close of
business on each Record Date by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor if such Certificateholder shall have so notified
the Trustee in writing by no later than five Business Days prior to the Record
Date immediately prior to such Distribution Date and is the registered
Certificateholder of Certificates of the Class represented by this Certificate
with an initial Notional Balance equal to or in excess of $5,000,000; and in all
other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates. No sale, transfer or other disposition of
this Certificate shall be permitted other than in accordance with the provisions
of Section 5.02 of the Pooling and Servicing Agreement.

            This Certificate does not represent an obligation of, or an interest
in the Servicer, the Special Servicer, the Depositor or the Trustee, except to
the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

            The Holder hereof, by its acceptance of this Certificate, agrees to
look solely to the assets of the Trust Fund, as provided in the Pooling and
Servicing Agreement, for payment hereunder and that the Trustee in its
individual capacity is not liable to the Holder hereof for any amounts payable
under this Certificate or the Pooling and Servicing Agreement.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and is qualified in its entirety by the Pooling and
Servicing Agreement. Reference is made to the Pooling and Servicing Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.

<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed by the manual or facsimile signature of the duly authorized
signatory of the Trustee.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory



                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-SP Certificates referred to in the within
mentioned Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory

Dated: ___________________
<PAGE>


            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________ the within Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificate,
Series 2002-CP5, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.



Dated: ________________                By:____________________________________
`                                         Signature
<PAGE>


                                  Class A-SP
                                  Schedule A

                                            Remaining Notional
            Notional Amount                 Amount of this            Notation
Date        Exchanged or Transferred        Certificate               Made By
----------  -----------------------------   -----------------------   --------

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

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

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

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

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

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

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

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

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

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

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

----------  -----------------------------   -----------------------   --------
<PAGE>


                                                                     EXHIBIT A-4

                  FORM OF CLASS [B] [C] [D] [E] CERTIFICATE

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CP5
                      CLASS [B] [C] [D] [E] CERTIFICATE

PASS-THROUGH RATE [CLASS B:  5.0920%]  [INITIAL CLASS B CERTIFICATE BALANCE:
                                       $41,486,000]

PASS-THROUGH RATE [CLASS C:  5.2300%]  [INITIAL CLASS C CERTIFICATE BALANCE:
                                       $22,225,000]

PASS-THROUGH RATE [CLASS D:  5.2690%]  [INITIAL CLASS D CERTIFICATE BALANCE:
                                       $14,816,000]

PASS-THROUGH RATE [CLASS E:  5.3390%]  [INITIAL CLASS E CERTIFICATE BALANCE:
                                       $17,780,000]

CUSIP NO. [CLASS B 22541NJ82]          DENOMINATION OF THIS CERTIFICATE:
                                       $----------

CUSIP NO. [CLASS C 22541NJ82]          DENOMINATION OF THIS CERTIFICATE:
                                       $----------

CUSIP NO. [CLASS D 22541NJ82]          DENOMINATION OF THIS CERTIFICATE:
                                       $----------

CUSIP NO. [CLASS E 22541NJ82]          DENOMINATION OF THIS CERTIFICATE:
                                       $----------

                                       RATED FINAL DISTRIBUTION DATE:  DECEMBER
                                       2035


No.:  [B] [C] [D] [E]

            THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A-1, CLASS A-2, [CLASS B, CLASS C, CLASS D,] CLASS A-X AND CLASS A-SP
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

            FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

            THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

            Unless and until it is exchanged in whole or in part for
Certificates in definitive form, this Certificate may not be transferred except
as a whole (i) by The Depository Trust Company, a New York corporation ("DTC")
to a nominee of DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC
or (iii) by DTC or any such nominee to a successor depository or a nominee of
such successor depository.

            Unless this Certificate is presented by an authorized representative
of DTC, to the Certificate Registrar or its agent for registration of transfer,
exchange or payment, and any Certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

            This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as servicer (the "Servicer"), GMAC Commercial Mortgage
Corporation, as special servicer (the "Special Servicer"), Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"), and Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"). All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement. This Certificate is described in
the Pooling and Servicing Agreement and is issued pursuant to and subject to the
Pooling and Servicing Agreement. By acceptance of this Certificate, each
Certificateholder assents to and becomes bound by the Pooling and Servicing
Agreement.

            On each Distribution Date, the Trustee shall distribute to the
Person in whose name this Certificate is registered on the last Business Day of
the month immediately preceding the month in which such Distribution Date occurs
(or with respect to the first Distribution Date, the Closing Date), an amount
equal to the Percentage Interest represented by this Certificate of the amount
required to be distributed to the Certificateholders of this Class on such
Distribution Date pursuant to Section 4.01 of the Pooling and Servicing
Agreement.

            All distributions (other than the final distribution) shall be made
to the Persons in whose name the Certificates are registered at the close of
business on each Record Date by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor if such Certificateholder shall have so notified
the Trustee in writing by no later than five Business Days prior to the Record
Date immediately prior to such Distribution Date and is the registered
Certificateholder of Certificates of the Class represented by this Certificate
with an initial Certificate Balance equal to or in excess of $5,000,000; and in
all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

            No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

            This Certificate does not represent an obligation of, or an interest
in the Servicer, the Special Servicer, the Depositor or the Trustee, except to
the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

            The Holder hereof, by its acceptance of this Certificate, agrees to
look solely to the assets of the Trust Fund, as provided in the Pooling and
Servicing Agreement, for payment hereunder and that the Trustee in its
individual capacity is not liable to the Holder hereof for any amounts payable
under this Certificate or the Pooling and Servicing Agreement.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and is qualified in its entirety by the Pooling and
Servicing Agreement. Reference is made to the Pooling and Servicing Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed by the manual or facsimile signature of the duly authorized
signatory of the Trustee.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory



                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class [B] [C] [D] [E] Certificates referred to in
the within mentioned Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory

Dated: ___________________
<PAGE>


            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________ the within Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificate,
Series 2002-CP5, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.


Dated: ________________                By:____________________________________
                                          Signature
<PAGE>


                                                                   EXHIBIT A-5

                     FORM OF CLASS [F][G][H] CERTIFICATE

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CP5
                         CLASS [F][G][H] CERTIFICATE

PASS-THROUGH RATE [CLASS F:  5.7830%]  [INITIAL CLASS F CERTIFICATE BALANCE:
                                       $8,890,000]

PASS-THROUGH RATE [CLASS G:  5.8810%]  [INITIAL CLASS G CERTIFICATE BALANCE:
                                       $16,298,000]

PASS-THROUGH RATE [CLASS H:  6.3260%]  [INITIAL CLASS H CERTIFICATE BALANCE:
                                       $14,816,000]

CUSIP NO. [CLASS F [144-A] 22541NUP2]  DENOMINATION OF THIS CERTIFICATE (SUBJECT
                                       TO SCHEDULE A ATTACHED HERETO):
                                       $[---------]
CUSIP NO. [CLASS F [REG S] U12679MK6]
CUSIP NO. [CLASS G [144-A] 22541NUQ0]  RATED FINAL DISTRIBUTION DATE: DECEMBER
                                       2035
CUSIP NO. [CLASS G [REG S] U12679ML4]
CUSIP NO. [CLASS H [144-A] 22541NUR8]
CUSIP NO. [CLASS H [REG S] U12679MM2]


No.: [F][G][H]

            THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A-1, CLASS A-2, CLASS A-X, CLASS A-SP, CLASS B, CLASS C, CLASS D, CLASS E AND
[AND CLASS [F] AND CLASS [G] CERTIFICATES] AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

            FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

            THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

            Unless and until it is exchanged in whole or in part for
Certificates in definitive form, this Certificate may not be transferred except
as a whole (i) by The Depository Trust Company, a New York corporation ("DTC")
to a nominee of DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC
or (iii) by DTC or any such nominee to a successor depository or a nominee of
such successor depository.

            Unless this Certificate is presented by an authorized representative
of DTC, to the Certificate Registrar or its agent for registration of transfer,
exchange or payment, and any Certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

            This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as servicer (the "Servicer"), GMAC Commercial Mortgage
Corporation, as special servicer (the "Special Servicer"), Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"), and Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"). All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement. This Certificate is described in
the Pooling and Servicing Agreement and is issued pursuant to and subject to the
Pooling and Servicing Agreement. By acceptance of this Certificate, each
Certificateholder assents to and becomes bound by the Pooling and Servicing
Agreement.

            On each Distribution Date, the Trustee shall distribute to the
Person in whose name this Certificate is registered on the last Business Day of
the month immediately preceding the month in which such Distribution Date occurs
(or with respect to the first Distribution Date, the Closing Date), an amount
equal to the Percentage Interest represented by this Certificate of the amount
required to be distributed to the Certificateholders of this Class on such
Distribution Date pursuant to Section 4.01 of the Pooling and Servicing
Agreement.

            All distributions (other than the final distribution) shall be made
to the Persons in whose name the Certificates are registered at the close of
business on each Record Date by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor if such Certificateholder shall have so notified
the Trustee in writing by no later than five Business Days prior to the Record
Date immediately prior to such Distribution Date and is the registered
Certificateholder of Certificates of the Class represented by this Certificate
with an initial Certificate Balance equal to or in excess of $5,000,000; and in
all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

            No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

            This Certificate does not represent an obligation of, or an interest
in the Servicer, the Special Servicer, the Depositor or the Trustee, except to
the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

            The Holder hereof, by its acceptance of this Certificate, agrees to
look solely to the assets of the Trust Fund, as provided in the Pooling and
Servicing Agreement, for payment hereunder and that the Trustee in its
individual capacity is not liable to the Holder hereof for any amounts payable
under this Certificate or the Pooling and Servicing Agreement.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and is qualified in its entirety by the Pooling and
Servicing Agreement. Reference is made to the Pooling and Servicing Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed by the manual or facsimile signature of the duly authorized
signatory of the Trustee.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory



                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class [F][G][H] certificates referred to in the
within mentioned Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory

Dated: ___________________
<PAGE>


            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________ the within Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificate,
Series 2002-CP5, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.


Dated: ________________                By:____________________________________
                                          Signature



<PAGE>



                               Class [F][G][H]
                                  Schedule A

                                            Remaining Certificate
            Certificate Principal Balance   Principal Balance of      Notation
Date        Exchanged or Transferred        this Certificate          Made By
----------  -----------------------------   -----------------------   --------

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>


                                                                     EXHIBIT A-6

              FORM OF CLASS [J][K][L][M][N][O][P][Q] CERTIFICATE

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CP5
                  CLASS [J][K][L][M][N][O][P][Q] CERTIFICATE

PASS-THROUGH RATE [CLASS J:  5.2500%]  [INITIAL CLASS J CERTIFICATE BALANCE:
                                       $22,225,000]

PASS-THROUGH RATE [CLASS K:  5.2500%]  [INITIAL CLASS K CERTIFICATE BALANCE:
                                       $5,927,000]

PASS-THROUGH RATE [CLASS L:  5.2500%]  [INITIAL CLASS L CERTIFICATE BALANCE:
                                       $8,889,000]

PASS-THROUGH RATE [CLASS M:  5.2500%]  [INITIAL CLASS M CERTIFICATE BALANCE:
                                       $7,409,000]

PASS-THROUGH RATE [CLASS N:  5.2500%]  [INITIAL CLASS N CERTIFICATE BALANCE:
                                       $4,445,000]

PASS-THROUGH RATE [CLASS O:  5.2500%]  [INITIAL CLASS O CERTIFICATE BALANCE:
                                       $4,703,000]

PASS-THROUGH RATE [CLASS P:  5.2500%]  [INITIAL CLASS P CERTIFICATE BALANCE:
                                       $7,150,000]

PASS-THROUGH RATE [CLASS Q:  5.2500%]  [INITIAL CLASS Q CERTIFICATE BALANCE:
                                       $14,816,661]

CUSIP NO. [CLASS J [144-A] 22541NUS6   DENOMINATION OF THIS CERTIFICATE
                                       (SUBJECT TO SCHEDULE A ATTACHED
                                       HERETO): $[________]

CUSIP NO. [CLASS J [REG S] U12679MN0   RATED FINAL DISTRIBUTION DATE:
                                       DECEMBER 2035

CUSIP NO. [CLASS K [144-A] 22541NUT4]

CUSIP NO. [CLASS K [REG S] U12679MP5]

CUSIP NO. [CLASS L [144-A] 22541NUU1]

CUSIP NO. [CLASS L [REG S] U12679MQ3]

CUSIP NO. [CLASS M [144-A] 22541NUV9]

CUSIP NO. [CLASS M [REG S] U12679MR1]

CUSIP NO. [CLASS N [144-A] 22541NUW9]

CUSIP NO. [CLASS N [REG S] U12679MS9]

CUSIP NO. [CLASS O [144-A] 22541NUX5]

CUSIP NO. [CLASS O [REG S] U12679MT7]

CUSIP NO. [CLASS P [144-A] 22541NUY3]

CUSIP NO. [CLASS P [REG S] U12679MU4]

CUSIP NO. [CLASS Q [144-A] 22541NUZ0]

CUSIP NO. [CLASS Q [REG S] U12679MV2]

No.: [J][K][L][M][N][O][P][Q]

            THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-X, CLASS A-SP, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H [AND CLASS [J] AND CLASS [K] AND
CLASS [L] AND CLASS [M] AND CLASS [N] AND CLASS [O] AND CLASS [P] CERTIFICATES]
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A)
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY
SIMILAR FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A
COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V
CERTIFICATES OR THE RESIDUAL CERTIFICATES, AN INSURANCE COMPANY USING THE ASSETS
OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING
DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER
IN THE FORM SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT OR
(ii) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B)
ABOVE, EXCEPT IN THE CASE OF A CLASS V CERTIFICATE OR RESIDUAL CERTIFICATE,
WHICH MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS IT IS NOT SUCH AN
ENTITY SUCH ENTITY SHALL PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY
OR ON BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE
CODE OR SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE,
AND WILL NOT SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR OR THE
TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN AN OFFERED PRIVATE CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO
ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS
GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR
RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF
ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER
ANY SIMILAR LAW.

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO A PERSON WHO IS NOT A "U.S.
PERSON" AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY
THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS
A U.S. PERSON WITHIN THE MEANING OF RULE 902 UNDER REGULATION S.

            FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

            THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

            Unless and until it is exchanged in whole or in part for
Certificates in definitive form, this Certificate may not be transferred except
as a whole (i) by The Depository Trust Company, a New York corporation ("DTC")
to a nominee of DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC
or (iii) by DTC or any such nominee to a successor depository or a nominee of
such successor depository.

            Unless this Certificate is presented by an authorized representative
of DTC, to the Certificate Registrar or its agent for registration of transfer,
exchange or payment, and any Certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

            This certifies that CEDE & CO. (the "Certificateholder") is the
registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as servicer (the "Servicer"), GMAC Commercial Mortgage
Corporation, as special servicer (the "Special Servicer"), Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"), and Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"). All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement. This Certificate is described in
the Pooling and Servicing Agreement and is issued pursuant to and subject to the
Pooling and Servicing Agreement. By acceptance of this Certificate, each
Certificateholder assents to and becomes bound by the Pooling and Servicing
Agreement.

            On each Distribution Date, the Trustee shall distribute to the
Person in whose name this Certificate is registered on the last Business Day of
the month immediately preceding the month in which such Distribution Date occurs
(or with respect to the first Distribution Date, the Closing Date), an amount
equal to the Percentage Interest represented by this Certificate of the amount
required to be distributed to the Certificateholders of this Class on such
Distribution Date pursuant to Section 4.01 of the Pooling and Servicing
Agreement.

            All distributions (other than the final distribution) shall be made
to the Persons in whose name the Certificates are registered at the close of
business on each Record Date by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor if such Certificateholder shall have so notified
the Trustee in writing by no later than five Business Days prior to the Record
Date immediately prior to such Distribution Date and is the registered
Certificateholder of Certificates of the Class represented by this Certificate
with an initial Certificate Balance equal to or in excess of $5,000,000; and in
all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

            No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

            This Certificate does not represent an obligation of, or an interest
in the Servicer, the Special Servicer, the Depositor or the Trustee, except to
the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

            The Holder hereof, by its acceptance of this Certificate, agrees to
look solely to the assets of the Trust Fund, as provided in the Pooling and
Servicing Agreement, for payment hereunder and that the Trustee in its
individual capacity is not liable to the Holder hereof for any amounts payable
under this Certificate or the Pooling and Servicing Agreement.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and is qualified in its entirety by the Pooling and
Servicing Agreement. Reference is made to the Pooling and Servicing Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed by the manual or facsimile signature of the duly authorized
signatory of the Trustee.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory



                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class [J][K][L][M][N][O][P][Q] certificates
referred to in the within mentioned Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory

Dated: ___________________
<PAGE>


            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________ the within Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificate,
Series 2002-CP5, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.


Dated: ________________                By:____________________________________
                                          Signature
<PAGE>


                        Class [J][K][L][M][N][O][P][Q]
                                  Schedule A

                                            Remaining Certificate
            Certificate Principal Balance   Principal Balance of      Notation
Date        Exchanged or Transferred        this Certificate          Made By
----------  -----------------------------   -----------------------   --------

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

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

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

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

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

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

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

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

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

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

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

----------  -----------------------------   -----------------------   --------
<PAGE>


                                                                     EXHIBIT A-7

                         FORM OF CLASS V CERTIFICATE

             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-CP5
                             CLASS V CERTIFICATE


No.: V-[   ]                                         Percentage Interest: [100%]


            THIS CERTIFICATE DOES NOT HAVE A PRINCIPAL BALANCE AND IS ENTITLED
TO RECEIVE DISTRIBUTIONS ONLY IN RESPECT OF EXCESS INTEREST, IF ANY.

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

            [WITH RESPECT TO THE CLASS V CERTIFICATES ONLY:] THE HOLDER OF THIS
CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH CERTIFICATE TO ANY PERSON THAT IS AN "INELIGIBLE CLASS V OWNER"
(AS DEFINED IN THE POOLING AND SERVICING AGREEMENT).

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

            THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A)
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY
SIMILAR FEDERAL, STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A
COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V
CERTIFICATES OR THE RESIDUAL CERTIFICATES, AN INSURANCE COMPANY USING THE ASSETS
OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING
DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER
IN THE FORM SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT OR
(ii) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B)
ABOVE, EXCEPT IN THE CASE OF A CLASS V CERTIFICATE OR RESIDUAL CERTIFICATE,
WHICH MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS IT IS NOT SUCH AN
ENTITY SUCH ENTITY SHALL PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY
OR ON BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE
CODE OR SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE,
AND WILL NOT SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE
TRUSTEE OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN AN OFFERED PRIVATE CERTIFICATE SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR
USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN, EXCEPT IN THE
CASE OF THE CLASS V CERTIFICATES OR THE RESIDUAL CERTIFICATES, AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH
PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE
COMPANY WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR 407 OF ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY
SIMILAR CHARACTERIZATION UNDER ANY SIMILAR LAW.

            THIS CERTIFICATE REPRESENTS, FOR FEDERAL INCOME TAX PURPOSES, AN
INTEREST IN A GRANTOR TRUST CONSISTING OF THE EXCESS INTEREST (AS DEFINED IN THE
POOLING AND SERVICING AGREEMENT) AND ANY HOLDER THEREOF AGREES TO TREAT ITS
INTEREST IN THE EXCESS INTEREST IN ACCORDANCE WITH THIS REPRESENTATION.

            THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

            This certifies that [______________] (the "Certificateholder") is
the registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as servicer (the "Servicer"), GMAC Commercial Mortgage
Corporation, as special servicer (the "Special Servicer"), Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"), and Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"). All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement. This Certificate is described in
the Pooling and Servicing Agreement and is issued pursuant to and subject to the
Pooling and Servicing Agreement. By acceptance of this Certificate, each
Certificateholder assents to and becomes bound by the Pooling and Servicing
Agreement.

            On each Distribution Date, the Trustee shall distribute to the
Person in whose name this Certificate is registered on the last Business Day of
the month immediately preceding the month in which such Distribution Date occurs
(or with respect to the first Distribution Date, the Closing Date), an amount
equal to the Percentage Interest set forth above of the amount required to be
distributed to the Certificateholders of this Class on such Distribution Date
pursuant to Section 4.01 of the Pooling and Servicing Agreement.

            All distributions (other than the final distribution) shall be made
to the Persons in whose name the Certificates are registered at the close of
business on each Record Date by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor if such Certificateholder shall have so notified
the Trustee in writing by no later than five Business Days prior to the Record
Date immediately prior to such Distribution Date and is the registered
Certificateholder of Certificates of the Class represented by this Certificate
with an initial Percentage Interest equal to 100%, and in all other cases by
check mailed to each such Certificateholder at such Certificateholder's address
appearing in the Certificate Register, in either case without presentation or
surrender of any Certificate held by such Certificateholder or the making of any
notation thereon. Distributions on the final Distribution Date with respect to
this Certificate, however, shall require presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

            No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

            This Certificate does not represent an obligation of, or an interest
in the Servicer, the Special Servicer, the Depositor or the Trustee, except to
the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

            The Holder hereof, by its acceptance of this Certificate, agrees to
look solely to the assets of the Trust Fund, as provided in the Pooling and
Servicing Agreement, for payment hereunder and that the Trustee in its
individual capacity is not liable to the Holder hereof for any amounts payable
under this Certificate or the Pooling and Servicing Agreement.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and is qualified in its entirety by the Pooling and
Servicing Agreement. Reference is made to the Pooling and Servicing Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed by the manual or facsimile signature of the duly authorized
signatory of the Trustee.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory



                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class V Certificates referred to in the within
mentioned Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory

Dated:_______________
<PAGE>


                                                                     EXHIBIT A-8

                         FORM OF RESIDUAL CERTIFICATE
                          CLASS [R][LR] CERTIFICATE


No:  [R][LR]                                      Percentage Interest:  [100%]


            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.

            THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH. A
TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER
SUBSTANTIALLY IN THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT
AND SHALL ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

            THIS CERTIFICATE IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL SAVINGS AND LOAN INSURANCE CORPORATION, THE
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

            THIS  CERTIFICATE  MAY NOT BE HELD OR  TRANSFERRED  TO A  NON-U.S.
PERSON (AS DEFINED IN THE POOLING AND  SERVICING  AGREEMENT)  OR  DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).

            FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G(a)(2) AND 860D OF THE CODE.

            THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A)
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY ESSENTIALLY
SIMILAR FEDERAL STATE OR LOCAL LAW (A "SIMILAR LAW") (EACH A "PLAN"), OR (B) A
COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN, EXCEPT IN THE CASE OF THE CLASS V
CERTIFICATES OR THE RESIDUAL CERTIFICATES, AN INSURANCE COMPANY USING THE ASSETS
OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION
406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR
CHARACTERIZATION UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING
DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER
IN THE FORM SET FORTH IN THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT OR
(ii) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B)
ABOVE, EXCEPT IN THE CASE OF A CLASS V CERTIFICATE OR RESIDUAL CERTIFICATE,
WHICH MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS IT IS NOT SUCH AN
ENTITY SUCH ENTITY SHALL PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY
OR ON BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE
CODE OR SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE,
AND WILL NOT SUBJECT THE SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR OR THE
TRUSTEE TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN AN OFFERED PRIVATE CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO
ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS
GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR
RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF
ERISA SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER
ANY SIMILAR LAW.

            TRANSFER OF THIS CLASS [R][LR] CERTIFICATE IS RESTRICTED AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT. NO TRANSFER OF THIS CLASS [R][LR]
CERTIFICATE MAY BE MADE TO A "DISQUALIFIED ORGANIZATION" OR A NON-U.S. PERSON
(AS DEFINED IN THE POOLING AND SERVICING AGREEMENT). A DISQUALIFIED ORGANIZATION
(AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) INCLUDES: ANY OF (i) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE
UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER
THAN AN INSTRUMENTALITY THAT IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE
SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS
NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (ii) A FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (iii) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES
DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (iv) RURAL ELECTRIC AND TELEPHONE
COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE AND (v) AN ELECTING
LARGE PARTNERSHIP UNDER CODE SECTION 775. NO TRANSFER OF THIS CLASS
[R][LR][R-730] CERTIFICATE WILL BE REGISTERED BY THE CERTIFICATE REGISTRAR
UNLESS THE PROPOSED TRANSFEREE HAS DELIVERED AN AFFIDAVIT AFFIRMING, AMONG OTHER
THINGS, THAT (A) THE PROPOSED TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION, IS
NOT A NON-U.S. PERSON, AND IS NOT ACQUIRING THE CLASS [R][LR] CERTIFICATE FOR
THE ACCOUNT OF A DISQUALIFIED ORGANIZATION OR A NON-U.S. PERSON, (B) IT HAS
HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR
TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS
GENERATED THEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, AND (E) IT WILL NOT TRANSFER THIS CERTIFICATE TO
ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-U.S.
PERSON OR ANY AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-U.S. PERSON, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. A COPY OF
THE FORM OF AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE IS ON FILE AND
AVAILABLE FROM THE TRUSTEE.

            IF THIS CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST",
AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS
CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
REGULATION S.

            THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO CONSENT TO ACT AS "TAX MATTERS PERSON" OF THE [UPPER-TIER REMIC]
[LOWER-TIER REMIC] AND TO THE APPOINTMENT OF THE BOND ADMINISTRATOR AS
ATTORNEY-IN-FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED
IN THE POOLING AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE.

            This certifies that [______________] (the "Certificateholder") is
the registered owner of a beneficial ownership interest in a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), by and among Midland Loan
Services, Inc., as servicer (the "Servicer"), GMAC Commercial Mortgage
Corporation, as special servicer (the "Special Servicer"), Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"), and Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"). All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement. This Certificate is described in
the Pooling and Servicing Agreement and is issued pursuant to and subject to the
Pooling and Servicing Agreement. By acceptance of this Certificate, each
Certificateholder assents to and becomes bound by the Pooling and Servicing
Agreement.

            On each Distribution Date, the Trustee shall distribute to the
Person in whose name this Certificate is registered on the last Business Day of
the month immediately preceding the month in which such Distribution Date occurs
(or with respect to the first Distribution Date, the Closing Date), an amount
equal to the Percentage Interest set forth above of the amount required to be
distributed to the Certificateholders of this Class on such Distribution Date
pursuant to Section 4.01 of the Pooling and Servicing Agreement.

            All distributions (other than the final distribution) shall be made
to the Persons in whose name the Certificates are registered at the close of
business on each Record Date by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor if such Certificateholder shall have so notified
the Trustee in writing by no later than five Business Days prior to the Record
Date immediately prior to such Distribution Date and is the registered
Certificateholder of Certificates of the Class represented by this Certificate
with an initial Percentage Interest equal to [____]%, and in all other cases by
check mailed to each such Certificateholder at such Certificateholder's address
appearing in the Certificate Register, in either case without presentation or
surrender of any Certificate held by such Certificateholder or the making of any
notation thereon. Distributions on the final Distribution Date with respect to
this Certificate, however, shall require presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

            No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

            This Certificate does not represent an obligation of, or an interest
in the Servicer, the Special Servicer, the Depositor or the Trustee, except to
the extent described in the Pooling and Servicing Agreement, or any Affiliate
thereof, nor will this Certificate be insured or guaranteed by any governmental
agency. This Certificate is limited in right of payment to certain collections
on the Mortgage Loans, as more specifically set forth in the Pooling and
Servicing Agreement.

            The Holder hereof, by its acceptance of this Certificate, agrees to
look solely to the assets of the Trust Fund, as provided in the Pooling and
Servicing Agreement, for payment hereunder and that the Trustee in its
individual capacity is not liable to the Holder hereof for any amounts payable
under this Certificate or the Pooling and Servicing Agreement.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and is qualified in its entirety by the Pooling and
Servicing Agreement. Reference is made to the Pooling and Servicing Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com/cmbs.
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed by the manual or facsimile signature of the duly authorized
signatory of the Trustee.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory



                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class [R][LR] Certificates referred to in the
within mentioned Pooling and Servicing Agreement.


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                          not in its individual capacity,
                                          but solely as Trustee


                                       By:____________________________________
                                          Authorized Signatory

Dated:_______________
<PAGE>


            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________________________ the within Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificate,
Series 2002-CP5, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.


Dated: ________________                By:____________________________________
                                          Signature
<PAGE>


                                                                       EXHIBIT B

                            MORTGAGE LOAN SCHEDULE



CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP5


<TABLE>
<CAPTION>
  #      CROSSED      PROPERTY NAME                                       ADDRESS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                                <C>
  1                   1633 Broadway                                      1633 Broadway
  2                   Fashion Square Mall                                4787 Fashion Square Boulevard
  3                   Village of Rochester Hills                         60-900 North Adams Road
  4                   Plaza Escuela                                      1100-1192 Locust Street & 1276 South California Boulevard
  5                   The River at Rancho Mirage                         71-800 Highway 111
  6                   Creekside Apartments II                            2500 Knights Road
  7                   MARYLAND INDUSTRIAL PORTFOLIO                      VARIOUS
  7A                  1325-1381 Western Avenue                           1325 Western Avenue
  7B                  4611 Mercedes Drive                                4611 Mercedes Drive
  7C                  6940 San Tomas Road                                6940 San Tomas Road
  7D                  9050 Junction Drive                                9050 Junction Drive
  7E                  7151 Montevideo Road                               7151 Montevideo Road
  7F                  7155 Montevideo Road                               7155 Montevideo Road
  7G                  8869 Greenwood Place                               8869 Greenwood Place
  8                   Golden Triangle I & II                             7833 & 7855 Walker Drive
  9                   Tri-Star Estates                                   Rt. 45/52 and George Road
  10                  Siemens Westinghouse Office Building               11950 Corporate Boulevard
  11                  Walnut Ridge Apartment Homes                       5757 South Staples Road
  12                  Mountain Run Apartments                            5800 Eubank Boulevard Northeast
  13                  River Pointe Apartment Homes                       1600 River Pointe Drive
  14                  Centerville Park Apartments                        2050 Sidneywood Road
  15                  30 A&B Vreeland Road                               30 A&B Vreeland Road
  16                  METALDYNE PORTFOLIO                                VARIOUS
 16A                  Metaldyne Precision Forming (Fraser)               18450 Fifteen Mile Road
 16B                  Metaldyne Powertrain/NVH (Middleville)             39 East State Street
 16C                  Metaldyne Sintered Components (North Vernon)       3100 North State Highway 3
 16D                  Metaldyne Precision Forming (Canal Fulton)         567 Elm Ridge Road
 16E                  Metaldyne Fittings (Livonia)                       12955 Inkster Road
 16F                  Metaldyne Tubular Products (Green Oak)             10769 Plaza Drive
  17                  Westchase Bank Building                            9801 Westheimer Road
  18      ( A )       Century Plaza Apartments                           3300-3310 East Rancier Avenue
  19      ( A )       Caesar's Palace Apartments                         600 West Hallmark Avenue
  20      ( A )       Commander's Palace Apartments                      702 Santa Rose Drive
  21                  Quail Ridge Apartments                             2609 Featherstone Road
  22                  2600 Telegraph Road                                2600 Telegraph Road
  23                  Barham Plaza                                       3800 Barham Boulevard
  24                  St. Tropez Apartments                              4000 Horizon Hill
  25                  GenCorp Building                                   36600 Corporate Drive
  26                  GANNON PORTFOLIO                                   VARIOUS
 26A                  Gannon Ridge Pointe Crossing Apartments            11251 Graben Avenue
 26B                  Gannon Ridge Pointe Crossing West Apartments       11302 Bonanza Lane
  27                  One Atlantic Street                                One Atlantic Street
  28                  Corporate Pointe at Summerlin Center               10650-10750 West Charleston Boulevard
  29                  Brockbank Apartments                               9827 Brockbank Drive
  30                  The Plaza                                          13610 North Scottsdale Road
  31                  Woodcrest Apartments                               800 West Forest Meadows
  32                  Pacific Bell Directory Building                    5460 East La Palma Avenue
  33                  West Anderson Plaza                                2438 West Anderson Lane
  34                  Arrowhead Palms                                    7369-7439 West Bell Road
  35      ( B )       WESLACO PORTFOLIO                                  VARIOUS
 35A      ( B )       Trail's End                                        2001 South Texas Boulevard
 35B      ( B )       Leisure World                                      400 East 18th Street
  36      ( B )       MCALLEN PORTFOLIO                                  VARIOUS
 36A      ( B )       Homestead Ranch                                    744 Lora's Lane
 36B      ( B )       The Homestead                                      2701 North McColl Road
  37                  Oaks on Bissonnet                                  7003 Bissonnet
  38                  Bayshore Medical Office Building                   3333 Bayshore Boulevard
  39                  Plaza at Crystal Run                               400 North Galleria Drive
  40                  Annandale Financial Center                         7010 Little River Turnpike
  41                  Parkway Crossing Apartments                        102 La Mancha Drive
  42                  7447 & 7457 Harwin Drive                           7447 & 7457 Harwin Drive
  43                  Premier on Woodfair Apartments                     9502 Woodfair Drive
  44                  AmeriSuites San Antonio                            7615 Jones Maltsberger
  45                  Fondren Road Plaza Shopping Center                 7030 Bissonnet Street
  46                  Lake Arbor Village Shopping Center                 10001 Lake Arbor Way
  47                  University Business Center                         19-33  Needham Street
  48                  AmeriSuites Austin                                 3612 Tudor Boulevard
  49                  WestCoast Colonial Hotel                           2301 Colonial Drive
  50                  Lakeshore North Apartments                         1600 Lakeshore North Drive
  51                  AmeriSuites Houston                                300 Ronan Park Place
  52                  Whole Foods Market                                 7401 W 91st Street
  53                  Hampton Inn Columbia                               822 Gervais Street
  54                  River Oaks Apartments                              2929 North Dixie Highway
  55                  Kingswood Apartments                               3400 Joyce Lane
  56                  Sutton Place Apartments                            6838 Everhart Road
  57      ( C )       Oak Creek Apartments                               6111 Vance Jackson Road
  58      ( C )       Windrush Apartments                                2447 Lockhill Selma Road
  59                  Oak Glen Apartments                                4420 Saturn Road
  60                  Moraine Court                                      8080 South Harlem Avenue
  61                  440 Benmar Place Office Building                   440 Benmar
  62                  1322 Space Park Drive                              1322 Space Park Drive
  63                  Freeway Executive Center                           10429 South 51st Street
  64                  16350 Park Ten                                     16350 Park Ten Place
  65                  Walden of Lakewood Apartments                      602 Alexander Street
  66                  Colony Square II                                   1132, 1148 & 1156 West Dillon Road
  67                  Eastpoint Marketplace                              6790-7040 East 22nd Street
  68                  Durham Business Center                             16520 Southwest Upper Boones Ferry Road
  69                  Easton Marketplace                                 219 Marlboro Avenue
  70                  Cedar Pointe Apartment Homes                       7610 Fallbrook Drive
  71                  Walgreens Center                                   230 and 250 North La Brea Avenue
  72                  Whitesburg Plaza                                   5000 Whitesburg Drive
  73                  Parkdale Greens Apartments                         7390 Pindo Circle
  74                  Louis Bank of Commerce                             835 5th Avenue
  75                  Sterling MHP                                       50 River Triangle
  76                  16360 Park Ten                                     16360 Park Ten Place
  77                  Carriage Village Mobile Home Park                  715 N 96th East Place
  78                  9898 Bissonnet Street                              9898 Bissonnet Street
  79                  The Meadows Apartments                             1500 North Bluegrove Drive
  80                  Federal Hill Lofts                                 1000 South Charles Street
  81                  Capewood Apartments                                4335 Aldine Mail Road
  82                  Holiday Inn - Paris                                3560 Northeast Loop 284
  83                  Woodside Village Apartments                        3910 Treadway
  84                  Rampart Gardens Apartments                         6300 Rampart Drive
  85                  Florence Apartments                                24 Alan Court
  86                  12000 Westheimer Office Building                   12000 Westheimer
  87                  Heritage House Apartments                          3321 Eddy
  88                  Lakewood Industrial Park                           1957 Rutgers University Boulevard
  89                  Robersonville Town Center                          22713 Main Street (NC Hwy 903)
  90                  Jackson Square Apartments                          2500 Jackson Keller Road
  91                  Festival Market of Anderson                        7721 Beechmont Avenue
  92                  2600 South Loop                                    2600 South Loop West
  93                  Park Ridge Apartments                              6938 Alto Rey Avenue
  94                  Snowden Medical Offices                            111,121, 211,301, and 321 Park Hill Drive
  95                  Shoppes at Thoroughbred                            420 Cool Springs Boulevard
  96                  Capri MHP                                          16860 Slover Avenue
  97                  Second Dimension Apartments                        5901 Sam Calloway Road
  98                  Twelve Oaks Medical Center                         11623-45 Angus Road
  99                  38th Street Plaza                                  3720-3752 East Indian School Road
 100                  Jasmine Park Apartments                            2701 Pasadena Boulevard
 101                  6430 Richmond                                      6430 Richmond Avenue
 102                  Desert Springs Inn                                 2275 East Flamingo Road
 103                  7000 Terminal Square Bldg.                         7000 Terminal Square
 104                  ASG Group II                                       125 Bryant Woods South
 105                  Fair Acres Apartments                              17800 Southeast Stark Street
 106                  First Line Apartments                              1120 Red Bluff
 107                  Whispering Sands                                   1481 South Palm Street
 108                  Mill Stream Run Apartments                         670 Prospect Road
 109                  Saginaw Plaza                                      1425 Jefferson Road
 110                  U-Stor Federal                                     6790 Federal Boulevard
 111                  Carriage House Apartments                          1803 Nederland Avenue
 112                  Enchanted Lakes MHP                                750 Malabar Road
 113                  Dorwood Mobile Home Park                           3536 Daniels Road
 114                  Pacific Palms Apartments                           5054-5096 Kell Lane
 115                  Brookhollow MHP                                    6150 Rhones Quarter Road
 116                  Lake Sahara Plaza                                  8683 West Sahara Avenue
 117                  Lock-it Lockers                                    6560 E. Tanque Verde Road
 118                  Creekside Shopping Center                          424 East Six Forks Road
 119                  Country Club Self Storage                          5400 Rio Bravo
 120                  Seven Gables Apartments                            4008 Sherwood Lane
 121                  Grovepark Apartments                               3601-3613, 3610, & 3620 Richmond, 2222 Ferrol, & 3606
                                                                           Pleasant Grove
 122                  Lifestyles Mobile Home Park                        400 Montauk Drive
 123                  Chapel Ridge Apartments                            1085 Holiday Drive
 124                  Forest Hollow Estates                              602 West Main Street
 125                  New Richmond Place Apartments                      439 North Fifth Street
 126                  National Self Storage-ALB                          5419 Academy Road Northeast
 127                  Blockbuster Del City                               4329 Southeast 44th Street
 128                  Chamisa MHP and Self Storage                       7010 Fourth Street Northwest
 129                  Aspen Meadows MHP                                  333 37th Street
 130                  Manor Mobile Home Park                             2590 North Medical Center Drive
 131                  The Barclay House                                  7215 Lathers Street
 132                  Toledo Terrace Apartments                          4619 & 4701 66th Street and 4616 67th Street
 133                  CVS Madisonville                                   920 North Main Street
 134                  Johanna Square Apartments                          1714 Johanna Street
 135                  Bellmead Shopping Center                           1517 North Interstate Highway 35
 136                  Swansgate III Apartments                           1023 & 1053 Futrell Drive
 137                  Delaware Court Apartments                          1001 North Delaware Street
 138                  Royal Oaks Apartments                              1322 North 17th Street
 139                  106 Crescent, 18, 22 and 26 Roberts St.            106 Crescent Drive & 18-26 Roberts Street
 140                  8250 W. Charleston Blvd.                           8250 West Charleston Boulevard
 141                  The Wiltshire                                      819 East Capitol St., Southeast



TABLE (CONTINUED)
<CAPTION>
                                                                                                  UNITS/
                                                                                                  SQ. FT./
                                                                 ZIP             MORTGAGE         ROOMS/          ORIGINAL
  #      CITY                  COUNTY                   STATE    CODE            LOAN SELLER      PADS            BALANCE
--------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                   <C>                      <C>     <C>              <C>              <C>             <C>
  1      New York              New York                 NY       10019           Column           2,359,172       $220,000,000
  2      Saginaw               Saginaw                  MI       48604           Column             450,490       $62,400,000
  3      Rochester Hills       Oakland                  MI       48309           Column             254,392       $49,000,000
  4      Walnut Creek          Contra Costa             CA       94596           Column             153,176       $42,000,000
  5      Rancho Mirage         Riverside                CA       92270           Column             239,371       $41,000,000
  6      Bensalem              Bucks                    PA       19020           Column               1,026       $40,000,000
  7      VARIOUS               VARIOUS                  MD      VARIOUS          COLUMN             874,503       $28,250,000
  7A     Baltimore             Harford                  MD       21230           Column             185,516
  7B     Belcamp               Harford                  MD       21017           Column             178,133
  7C     Elkridge              Howard                   MD       21075           Column             143,924
  7D     Annapolis             Howard                   MD       20701           Column             108,350
  7E     Jessup                Howard                   MD       20794           Column              59,572
  7F     Jessup                Howard                   MD       20794           Column             109,540
  7G     Savage                Howard                   MD       20863           Column              89,468
  8      Greenbelt             Prince George's          MD       20770            PNC               241,942       $28,000,000
  9      Bourbonnais           Kankakee                 IL       60914           Column                 898       $26,200,000
  10     Orlando               Orange                   FL       32817           Column             226,548       $25,000,000
  11     Corpus Christi        Nueces                   TX       78413           Column                 704       $22,400,000
  12     Albuquerque           Bernalillo               NM       87111            PNC                   472       $18,500,000
  13     Conroe                Montgomery               TX       77304            PNC                   300       $16,400,000
  14     West Carrollton       Montgomery               OH       45449           Column                 530       $16,000,000
  15     Florham Park          Morris                   NJ       07932           Column             151,530       $15,500,000
  16     VARIOUS               VARIOUS                VARIOUS   VARIOUS           PNC               607,044       $15,000,000
 16A     Fraser                Macomb                   MI       48026            PNC                58,745
 16B     Middleville           Barry                    MI       49333            PNC               124,736
 16C     North Vernon          Jennings                 IN       47266            PNC               135,500
 16D     Canal Fulton          Stark                    OH       44614            PNC               186,443
 16E     Livonia               Wayne                    MI       48150            PNC                60,390
 16F     Green Oak Township    Livingston               MI       48189            PNC                41,230
  17     Houston               Harris                   TX       77042           Column             202,294       $12,900,000
  18     Killeen               Bell                     TX       76543            PNC                   256        $5,600,000
  19     Killeen               Bell                     TX       76541            PNC                   249        $5,175,000
  20     Killeen               Bell                     TX       76541            PNC                   117        $1,600,000
  21     Oklahoma City         Oklahoma                 OK       73120            PNC                   628       $12,281,000
  22     Bloomfield            Oakland                  MI       48304            PNC                89,751       $12,000,000
  23     Los Angeles           Los Angeles              CA       90068            PNC                84,115       $11,750,000
  24     San Antonio           Bexar                    TX       78229           Column                 273       $11,520,000
  25     Farmington Hills      Oakland                  MI       48333            PNC                74,000       $11,500,000
  26     VARIOUS               ST. LOUIS                MO      VARIOUS          COLUMN                 388       $11,155,000
 26A     St. Ann               St. Louis                MO       63074           Column                 292
 26B     Maryland Hts          St. Louis                MO       63043           Column                  96
  27     Stamford              Fairfield                CT       06901           Column              81,533       $10,800,000
  28     Las Vegas             Clark                    NV       89135           Column             109,933        $9,800,000
  29     Dallas                Dallas                   TX       75220           Column                 355        $9,712,500
  30     Scottsdale            Maricopa                 AZ       85254            PNC                67,441        $9,600,000
  31     Flagstaff             Coconino                 AZ       86001           Column                 200        $9,300,000
  32     Anaheim               Orange                   CA       92807           Column              80,998        $9,200,000
  33     Austin                Travis                   TX       78757           Column             116,842        $9,100,000
  34     Peoria                Maricopa                 AZ       85382            PNC                77,649        $9,000,000
  35     WESLACO               HIDALGO                  TX       78596           COLUMN                 722        $5,832,000
 35A     Weslaco               Hidalgo                  TX       78596           Column                 385
 35B     Weslaco               Hidalgo                  TX       78596           Column                 337
  36     MCALLEN               HIDALGO                  TX       78501           COLUMN                 225        $2,640,000
 36A     McAllen               Hidalgo                  TX       78501           Column                 126
 36B     McAllen               Hidalgo                  TX       78501           Column                  99
  37     Houston               Harris                   TX       77074           Column                 356        $7,800,000
  38     Pasadena              Harris                   TX       77504            PNC                67,611        $7,500,000
  39     Middletown            Orange                   NY       10941            PNC                95,241        $7,425,000
  40     Annandale             Fairfax                  VA       22003           Column              64,397        $7,400,000
  41     Asheville             Buncombe                 NC       28805           Column                 248        $7,300,000
  42     Houston               Harris                   TX       77036           Column             176,710        $6,850,000
  43     Houston               Harris                   TX       77036           Column                 410        $6,600,000
  44     San Antonio           Bexar                    TX       78216           Column                 128        $6,525,000
  45     Houston               Harris                   TX       77074            PNC                93,396        $6,500,000
  46     Mitchellville         Prince George's          MD       20721            PNC                57,448        $6,150,000
  47     Newton                Middlesex                MA       02464            PNC                64,254        $6,050,000
  48     Austin                Travis                   TX       78759           Column                 128        $6,015,000
  49     Helena                Lewis and Clark          MT       59601           Column                 149        $6,050,000
  50     Waco                  McLennan                 TX       76708           Column                 224        $5,800,000
  51     Houston               Harris                   TX       77060           Column                 128        $5,800,000
  52     Overland Park         Johnson                  KS       66212            PNC                45,492        $5,750,000
  53     Columbia              Richland                 SC       29201           Column                 122        $5,600,000
  54     Oakland Park          Broward                  FL       33334           Column                 219        $5,600,000
  55     Denton                Denton                   TX       76207            PNC                   200        $5,600,000
  56     Corpus Christi        Nueces                   TX       78413           Column                 201        $5,600,000
  57     San Antonio           Bexar                    TX       78230           Column                 140        $3,100,000
  58     San Antonio           Bexar                    TX       78230           Column                  89        $2,435,000
  59     Garland               Dallas                   TX       75041            PNC                   150        $5,320,000
  60     Bridgeview            Cook                     IL       60455           Column                 140        $5,300,000
  61     Houston               Harris                   TX       77060           Column             113,974        $5,150,000
  62     Nassau Bay            Harris                   TX       77032           Column             120,884        $5,000,000
  63     Phoenix               Maricopa                 AZ       85044            PNC                39,601        $4,900,000
  64     Houston               Harris                   TX       77084           Column              74,583        $4,850,000
  65     Plant City            Hillsborough             FL       33566           Column                 160        $4,590,000
  66     Louisville            Boulder                  CO       80027           Column              28,511        $4,500,000
  67     Tucson                Pima                     AZ       85710            PNC                62,247        $4,480,000
  68     Durham                Washington               OR       97224            PNC                33,847        $4,375,000
  69     Easton                Talbot                   MD       21601           Column             126,423        $4,500,000
  70     Houston               Harris                   TX       77086            PNC                   144        $4,040,000
  71     Inglewood             Los Angeles              CA       90301            PNC                35,490        $4,012,500
  72     Huntsville            Madison                  AL       35802           Column              51,093        $4,000,000
  73     Beaumont              Beaumont                 TX       77708           Column                 164        $3,850,000
  74     San Diego             San Diego                CA       92101           Column              22,365        $3,800,000
  75     Lakeland              Polk                     FL       33815           Column                 340        $3,800,000
  76     Houston               Harris                   TX       77084           Column              68,209        $3,800,000
  77     Tulsa                 Tulsa                    OK       74115           Column                 328        $3,748,000
  78     Houston               Harris                   TX       77057           Column             110,974        $3,700,000
  79     Lancaster             Dallas                   TX       75134           Column                 120        $3,550,000
  80     Baltimore             Baltimore                MD       21230           Column                   9        $3,475,000
  81     Houston               Harris                   TX       77039           Column                 176        $3,400,000
  82     Paris                 Lamar                    TX       75460           Column                 114        $3,400,000
  83     Beaumont              Jefferson                TX       77706           Column                 112        $3,345,000
  84     Houston               Harris                   TX       77081           Column                 178        $3,230,000
  85     Florence              Boone                    KY       41042           Column                 144        $3,200,000
  86     Houston               Harris                   TX       77077           Column              59,550        $3,200,000
  87     Amarillo              Randall                  TX       79109           Column                 141        $3,150,000
  88     Lakewood              Ocean                    NJ       08701            PNC                79,050        $3,150,000
  89     Robersonville         Martin                   NC       27871           Column              46,907        $3,140,000
  90     San Antonio           Bexar                    TX       78230           Column                 135        $3,000,000
  91     Anderson Township     Hamilton                 OH       45255           Column              39,238        $3,000,000
  92     Houston               Harris                   TX       77054           Column              80,463        $2,900,000
  93     El Paso               El Paso                  TX       79912           Column                 160        $2,850,000
  94     Fredericksburg        Spotsylvania             VA       22401            PNC                19,400        $2,625,000
  95     Franklin              Williamson               TN       37067            PNC                14,883        $2,561,000
  96     Fontana               San Bernardino           CA       92335           Column                  97        $2,550,000
  97     Ft. Worth             Tarrant                  TX       76114           Column                 177        $2,516,000
  98     Austin                Travis                   TX       78759           Column              38,884        $2,500,000
  99     Phoenix               Maricopa                 AZ       85018            PNC                23,030        $2,400,000
 100     Pasadena              Harris                   TX       77502           Column                 120        $2,400,000
 101     Houston               Harris                   TX       77036           Column              45,138        $2,350,000
 102     Las Vegas             Clark                    NV       89119           Column                  56        $2,320,000
 103     Upper Darby           Delaware                 PA       19082           Column              51,274        $2,270,000
 104     Amherst               Erie                     NY       14228            PNC                16,817        $2,229,000
 105     Portland              Multnomah                OR       97233           Column                  70        $2,158,000
 106     Pasadena              Harris                   TX       77506           Column                 134        $2,060,000
 107     Las Vegas             Clark                    NV       89104           Column                  79        $2,025,000
 108     Berea                 Cuyahoga                 OH       44017           Column                  88        $2,030,000
 109     Henrietta             Monroe                   NY       14623           Column              35,497        $2,000,000
 110     Denver                Adams                    CO       80221           Column                 437        $1,960,000
 111     Nederland             Jefferson                TX       77627           Column                  84        $1,925,000
 112     Malabar               Brevard                  FL       32950           Column                 150        $1,900,000
 113     Wilson                Niagara                  NY       14131           Column                 213        $1,900,000
 114     Las Vegas             Clark                    NV       89115           Column                  40        $1,629,000
 115     Tyler                 Smith                    TX       75707           Column                 108        $1,520,000
 116     Las Vegas             Clark                    NV       89117            PNC                12,057        $1,500,000
 117     Tucson                Pima                     AZ       85715            PNC                   598        $1,425,000
 118     Raleigh               Wake                     NC       27609           Column               7,800        $1,327,500
 119     Santa Teresa          Dona Ana                 NM       88008            PNC                   386        $1,225,000
 120     Houston               Harris                   TX       77092           Column                  59        $1,212,000
 121     Lansing               Ingham                   MI       48911           Column                  52        $1,175,000
 122     Festus                Jefferson                MO       63028           Column                  83        $1,160,000
 123     Forrest City          St.Francis               AR       72335            PNC                    64        $1,150,000
 124     Whitehouse            Smith                    TX       75791           Column                  93        $1,120,000
 125     Baton Rouge           Baton Rouge              LA       70802           Column                  50        $1,100,000
 126     Albuquerque           Bernalillo               NM       87109            PNC                   479        $1,065,000
 127     Del City              Oklahoma                 OK       73135           Column               9,425        $1,050,000
 128     Albuquerque           Bernalillo               NM       87107           Column                 232        $1,020,000
 129     Evans                 Weld                     CO       80620           Column                  57        $1,000,000
 130     San Bernardino        San Bernardino           CA       92411           Column                  69        $1,000,000
 131     Westland              Wayne                    MI       48185           Column                  33         $930,000
 132     Lubbock               Lubbock                  TX       79414           Column                  44         $892,000
 133     Madisonville          Hopkins                  KY       42431           Column              10,722         $875,000
 134     Houston               Harris                   TX       77055           Column                  38         $824,000
 135     Bellmead              McClennan                TX       76705           Column               7,975         $765,000
 136     Myrtle Beach          Horry                    SC       29577            PNC                    64         $745,000
 137     Indianapolis          Marion                   IN       46202           Column                  38         $710,000
 138     Atchison              Atchison                 KS       66002           Column                  48         $680,000
 139     Kirkwood              Broome                   NY       13795           Column                  30         $647,000
 140     Las Vegas             Clark                    NV       89117           Column               4,350         $500,000
 141     Washington            District of Columbia     DC       20003           Column                  17         $485,000

                                                                                                              --------------
TOTAL/WEIGHTED AVERAGE:                                                                                       $1,188,681,500
                                                                                                              ==============


TABLE (CONTINUED)
<CAPTION>
                                                         ORIG      REM.         ORIG              REM.                      NET
              CUT-OFF              OWNERSHIP             AMORT.    AMORT.       TERM TO           TERM TO        INTEREST   INTEREST
  #           BALANCE (1)          INTEREST              TERM      TERM         MATURITY (2)      MATURITY (2)   RATE       RATE
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                   <C>                   <C>       <C>           <C>                <C>           <C>        <C>
  1           $219,570,323          Leasehold             360       358           120                118           5.702%     5.660%
  2           $61,979,466              Fee                300       295           120                115           6.510%     6.458%
  3           $49,000,000              Fee                348       348           120                120           6.250%     6.208%
  4           $41,936,158              Fee                360       358           120                118           6.800%     6.738%
  5           $40,965,044              Fee                360       359           120                119           6.800%     6.758%
  6           $39,897,962              Fee                360       357           120                117           6.490%     6.448%
  7           $28,174,092              FEE                360       357           120                117           6.250%     6.208%
  7A                                   Fee
  7B                                   Fee
  7C                                   Fee
  7D                                   Fee
  7E                                   Fee
  7F                                   Fee
  7G                                   Fee
  8           $27,972,126              Fee                360       359           120                119           6.000%     5.903%
  9           $26,080,248              Fee                360       354            60                 54           6.840%     6.798%
  10          $25,000,000              Fee                N/A       N/A            60                 56           6.230%     6.178%
  11          $22,305,552              Fee                360       355            60                 55           6.300%     6.258%
  12          $18,441,117              Fee                360       356           120                116           6.630%     6.548%
  13          $16,343,020              Fee                360       355           120                115           7.090%     7.008%
  14          $15,984,102              Fee                360       359           120                119           6.010%     5.968%
  15          $15,475,529              Fee                360       358           120                118           6.640%     6.598%
  16          $14,979,969         FEE/LEASEHOLD           300       299           120                119           6.500%     6.368%
 16A                                   Fee
 16B                              Fee/Leasehold
 16C                                   Fee
 16D                                   Fee
 16E                                   Fee
 16F                                   Fee
  17          $12,887,760              Fee                360       359           120                119           6.250%     6.208%
  18           $5,560,654              Fee                300       294           120                114           6.920%     6.838%
  19           $5,138,640              Fee                300       294           120                114           6.920%     6.838%
  20           $1,588,758              Fee                300       294           120                114           6.920%     6.838%
  21          $12,229,919              Fee                360       354           120                114           7.230%     7.128%
  22          $11,980,195              Fee                360       358           120                118           6.450%     6.318%
  23          $11,739,583              Fee                360       359           120                119           6.600%     6.498%
  24          $11,499,077              Fee                360       358           120                118           6.030%     5.988%
  25          $11,481,239              Fee                360       358           120                118           6.500%     6.368%
  26          $11,087,647              FEE                360       351           120                111           7.330%     7.238%
 26A                                   Fee
 26B                                   Fee
  27          $10,770,667              Fee                360       357            84                 81           6.200%     6.158%
  28           $9,776,807              Fee                360       357           120                117           6.830%     6.788%
  29           $9,672,400              Fee                360       354           120                114           7.260%     7.218%
  30           $9,591,321              Fee                360       359           120                119           6.500%     6.368%
  31           $9,273,809              Fee                360       357           119                116           6.030%     5.988%
  32           $9,177,341              Fee                360       357            60                 57           6.650%     6.578%
  33           $9,075,810              Fee                360       357           120                117           6.300%     6.258%
  34           $8,973,770              Fee                360       356           120                116           7.000%     6.868%
  35           $5,816,829              FEE                360       357           120                117           6.400%     6.358%
 35A                                   Fee                                                                                    0.000%
 35B                                   Fee                                                                                    0.000%
  36           $2,633,132              FEE                360       357           120                117           6.400%     6.358%
 36A                                   Fee                                                                                    0.000%
 36B                                   Fee                                                                                    0.000%
  37           $7,785,738              Fee                360       358           120                118           6.000%     5.958%
  38           $7,483,221              Fee                360       357           120                117           7.080%     6.958%
  39           $7,406,510              Fee                360       357           120                117           6.600%     6.518%
  40           $7,380,113              Fee                360       356           120                116           7.330%     7.288%
  41           $7,272,868              Fee                360       356            60                 56           5.950%     5.908%
  42           $6,819,166              Fee                360       353           120                113           7.450%     7.408%
  43           $6,567,263              Fee                360       352           120                112           7.700%     7.658%
  44           $6,510,310              Fee                300       298           120                118           7.070%     7.028%
  45           $6,484,856              Fee                360       357           120                117           6.900%     6.718%
  46           $6,132,076              Fee                360       356           120                116           7.000%     6.868%
  47           $6,044,424              Fee                360       359            84                 83           6.400%     6.288%
  48           $6,001,458              Fee                300       298           120                118           7.070%     7.028%
  49           $5,965,335              Fee                300       286           120                106           8.000%     7.958%
  50           $5,790,091              Fee                360       358           120                118           6.300%     6.258%
  51           $5,786,942              Fee                300       298           120                118           7.070%     7.028%
  52           $5,735,993              Fee                360       357           120                117           6.700%     6.618%
  53           $5,587,229              Fee                300       298           120                118           7.000%     6.958%
  54           $5,585,178              Fee                360       357           120                117           6.320%     6.278%
  55           $5,583,481              Fee                360       356            60                 56           6.950%     6.818%
  56           $5,579,417              Fee                360       356            60                 56           6.000%     5.958%
  57           $3,085,083              Fee                360       353           120                113           7.190%     7.148%
  58           $2,423,342              Fee                360       353           120                113           7.210%     7.168%
  59           $5,304,307              Fee                360       356            60                 56           6.950%     6.868%
  60           $5,271,920              Fee                360       352           120                112           7.440%     7.398%
  61           $5,134,065              Fee                360       356           120                116           6.750%     6.708%
  62           $4,983,861              Fee                360       356           120                116           6.570%     6.528%
  63           $4,888,064              Fee                360       357           120                117           6.700%     6.568%
  64           $4,828,168              Fee                360       353           120                113           7.450%     7.408%
  65           $4,577,319              Fee                360       357           120                117           6.120%     6.078%
  66           $4,488,206              Fee                360       356           120                116           7.430%     7.388%
  67           $4,469,794              Fee                360       357           120                117           7.000%     6.868%
  68           $4,371,121              Fee                360       359           120                119           6.600%     6.468%
  69           $4,363,586              Fee                120       115           120                115           6.000%     5.958%
  70           $4,030,159              Fee                360       357           120                117           6.700%     6.568%
  71           $4,008,977              Fee                360       359           120                119           6.650%     6.568%
  72           $3,990,888              Fee                360       357           120                117           7.000%     6.958%
  73           $3,834,964              Fee                360       355           120                115           6.620%     6.578%
  74           $3,794,320              Fee                360       358           120                118           6.870%     6.828%
  75           $3,786,946              Fee                360       356            60                 56           6.300%     6.258%
  76           $3,782,895              Fee                360       353           120                113           7.450%     7.408%
  77           $3,730,005              Fee                300       296           120                116           6.750%     6.708%
  78           $3,683,345              Fee                360       353           120                113           7.450%     7.408%
  79           $3,540,045              Fee                360       357           120                117           6.050%     6.008%
  80           $3,471,671              Fee                360       359           120                119           6.200%     6.158%
  81           $3,388,066              Fee                360       355            60                 55           7.050%     7.008%
  82           $3,334,114              Fee                300       280           120                100           8.250%     8.208%
  83           $3,331,936              Fee                360       355           120                115           6.620%     6.578%
  84           $3,210,498              Fee                360       351           120                111           7.330%     7.288%
  85           $3,191,494              Fee                360       357           120                117           6.300%     6.228%
  86           $3,190,216              Fee                360       356           120                116           6.800%     6.758%
  87           $3,145,987              Fee                300       299           120                119           6.800%     6.758%
  88           $3,140,820              Fee                360       356           120                116           7.000%     6.888%
  89           $3,132,283              Fee                360       357           120                117           6.660%     6.618%
  90           $2,994,453              Fee                360       358           120                118           5.950%     5.908%
  91           $2,991,591              Fee                360       356           120                116           7.160%     7.088%
  92           $2,886,946              Fee                360       353           120                113           7.450%     7.408%
  93           $2,844,882              Fee                360       358           120                118           6.080%     6.038%
  94           $2,619,020              Fee                360       357           120                117           7.000%     6.868%
  95           $2,549,829              Fee                360       353           120                113           7.570%     7.438%
  96           $2,545,543              Fee                360       358           120                118           6.200%     6.158%
  97           $2,504,456              Fee                300       296            60                 56           7.000%     6.958%
  98           $2,494,856              Fee                300       298           120                118           7.550%     7.508%
  99           $2,396,175              Fee                360       358           120                118           6.600%     6.498%
 100           $2,393,523              Fee                360       357           120                117           6.230%     6.188%
 101           $2,339,422              Fee                360       353           120                113           7.450%     7.408%
 102           $2,314,411              Fee                360       357           120                117           6.750%     6.708%
 103           $2,261,705              Fee                300       297           120                117           6.800%     6.758%
 104           $2,214,049              Fee                300       293           120                113           7.920%     7.788%
 105           $2,152,849              Fee                300       298           120                118           6.750%     6.708%
 106           $2,030,236              Fee                300       287           120                107           7.450%     7.408%
 107           $2,019,846              Fee                360       357           120                117           6.500%     6.458%
 108           $2,019,379              Fee                360       352           120                112           7.490%     7.448%
 109           $1,992,944              Fee                360       355           120                115           7.030%     6.988%
 110           $1,952,726              Fee                300       297           120                117           6.710%     6.668%
 111           $1,917,482              Fee                360       355           120                115           6.620%     6.578%
 112           $1,895,465              Fee                300       298            60                 58           6.750%     6.708%
 113           $1,890,795              Fee                300       296            60                 56           6.700%     6.658%
 114           $1,627,527              Fee                360       359           120                119           6.500%     6.458%
 115           $1,512,962              Fee                300       296           120                116           6.950%     6.908%
 116           $1,497,957              Fee                360       358           120                118           7.250%     7.118%
 117           $1,416,822              Fee                300       295            60                 55           6.920%     6.838%
 118           $1,325,232              Fee                360       358           120                118           6.300%     6.258%
 119           $1,214,445              Fee                300       292           120                112           7.410%     7.228%
 120           $1,195,100              Fee                300       287           120                107           7.650%     7.608%
 121           $1,173,446              Fee                300       299           120                119           6.560%     6.518%
 122           $1,158,151              Fee                360       358           120                118           6.600%     6.558%
 123           $1,147,421              Fee                360       356           180                176           8.030%     7.848%
 124           $1,114,814              Fee                300       296           120                116           6.950%     6.908%
 125           $1,092,413              Fee                360       350           120                110           7.570%     7.528%
 126           $1,063,632              Fee                300       299            60                 59           6.750%     6.668%
 127           $1,045,112              Fee                300       296           120                116           6.920%     6.878%
 128           $1,017,758              Fee                300       298           120                118           7.200%     7.158%
 129            $997,719               Fee                300       298           120                118           7.000%     6.958%
 130            $996,151               Fee                360       354           120                114           7.540%     7.498%
 131            $927,290               Fee                360       356           120                116           7.000%     6.958%
 132            $890,881               Fee                300       299            60                 59           6.900%     6.858%
 133            $872,816               Fee                300       298           120                118           6.500%     6.458%
 134            $812,511               Fee                300       287           120                107           7.650%     7.608%
 135            $763,124               Fee                360       356           120                116           7.690%     7.648%
 136            $743,379               Fee                360       355           180                175           8.750%     8.668%
 137            $709,080               Fee                300       299           120                119           6.690%     6.648%
 138            $678,537               Fee                360       357           120                117           7.250%     7.208%
 139            $643,894               Fee                300       296           120                116           6.750%     6.708%
 140            $498,871               Fee                360       357           120                117           7.040%     6.998%
 141            $483,832               Fee                360       357            60                 57           6.750%     6.708%
          --------------                                                                                           ------
TOTAL/
WEIGHTED
AVERAGE:  $1,185,313,661                                                                                           6.475%
          ==============                                                                                           ======



TABLE (CONTINUED)
<CAPTION>
                                                                  FIRST
         INTEREST CALCULATION            MONTHLY                  PAYMENT        MATURITY                    LOAN
  #      (30/360 / ACTUAL/360)           PAYMENT                  DATE           DATE          ARD (3)       TYPE
---------------------------------------------------------------------------------------------------------------------
<S>           <C>                         <C>                     <C>            <C>           <C>            <C>
  1           Actual/360                 $1,277,160               11/11/02       10/11/32      10/11/12           ARD
  2             30/360                     $421,719                8/11/02        7/11/12           N/A       Balloon
  3           Actual/360                   $305,279  (6)           1/11/03       12/11/32      12/11/12           ARD
  4           Actual/360                   $273,809               11/11/02       10/11/12           N/A       Balloon
  5           Actual/360                   $267,289               12/11/02       11/11/32      11/11/12           ARD
  6           Actual/360                   $252,564               10/11/02        9/11/12           N/A       Balloon
  7           ACTUAL/360                   $173,940               10/11/02        9/11/12           N/A       Balloon
  7A
  7B
  7C
  7D
  7E
  7F
  7G
  8           Actual/360                   $167,874                12/1/02        11/1/12           N/A       Balloon
  9           Actual/360                   $171,503                7/11/02        6/11/32       6/11/07           ARD
  10          Actual/360                   $129,792                9/11/02        8/11/32       8/11/07           ARD
  11          Actual/360                   $138,650                8/11/02        7/11/07           N/A       Balloon
  12          Actual/360                   $118,519                 9/1/02         8/1/12           N/A       Balloon
  13          Actual/360                   $110,103                 8/1/02         7/1/12           N/A       Balloon
  14          Actual/360                    $96,031               12/11/02       11/11/12           N/A       Balloon
  15          Actual/360                    $99,402               11/11/02       10/11/32      10/11/12           ARD
  16          ACTUAL/360                   $101,281                12/1/02        11/1/12           N/A       Balloon
 16A
 16B
 16C
 16D
 16E
 16F
  17          Actual/360                    $79,428               12/11/02       11/11/12           N/A       Balloon
  18          Actual/360                    $39,294                 7/1/02         6/1/12           N/A       Balloon
  19          Actual/360                    $36,312                 7/1/02         6/1/12           N/A       Balloon
  20          Actual/360                    $11,227                 7/1/02         6/1/12           N/A       Balloon
  21          Actual/360                    $83,612                 7/1/02         6/1/12           N/A       Balloon
  22          Actual/360                    $75,454                11/1/02        10/1/12           N/A       Balloon
  23          Actual/360                    $75,042                12/1/02        11/1/12           N/A       Balloon
  24          Actual/360                    $69,291               11/11/02       10/11/12           N/A       Balloon
  25          Actual/360                    $72,688                11/1/02        10/1/12           N/A       Balloon
  26          ACTUAL/360                    $76,703                4/11/02        3/11/32       3/11/12           ARD
 26A
 26B
  27          Actual/360                    $66,147               10/11/02        9/11/09           N/A       Balloon
  28          Actual/360                    $64,085               10/11/02        9/11/12           N/A       Balloon
  29          Actual/360                    $66,322                7/11/02        6/11/12           N/A       Balloon
  30          Actual/360                    $60,679                12/1/02        11/1/12           N/A       Balloon
  31          Actual/360                    $55,938               10/11/02        8/11/12           N/A       Balloon
  32          Actual/360                    $59,061               10/11/02        9/11/32       9/11/07           ARD
  33          Actual/360                    $56,327               10/11/02        9/11/12           N/A       Balloon
  34          Actual/360                    $59,877                 9/1/02         8/1/12           N/A       Balloon
  35          ACTUAL/360                    $36,480               10/11/02        9/11/12           N/A       Balloon
 35A
 35B
  36          ACTUAL/360                    $16,513               10/11/02        9/11/12           N/A       Balloon
 36A
 36B
  37          Actual/360                    $46,765               11/11/02       10/11/12           N/A       Balloon
  38          Actual/360                    $50,301                10/1/02         9/1/12           N/A       Balloon
  39          Actual/360                    $47,420                10/1/02         9/1/12           N/A       Balloon
  40          Actual/360                    $50,883                9/11/02        8/11/12           N/A       Balloon
  41          Actual/360                    $43,533                9/11/02        8/11/07           N/A       Balloon
  42          Actual/360                    $47,662                6/11/02        5/11/12           N/A       Balloon
  43          Actual/360                    $47,055                5/11/02        4/11/12           N/A       Balloon
  44          Actual/360                    $46,409               11/11/02       10/11/12           N/A       Balloon
  45          Actual/360                    $42,809                10/1/02         9/1/12           N/A       Balloon
  46          Actual/360                    $40,916                 9/1/02         8/1/12           N/A       Balloon
  47          Actual/360                    $37,843                12/1/02        11/1/09           N/A       Balloon
  48          Actual/360                    $42,782               11/11/02       10/11/12           N/A       Balloon
  49          Actual/360                    $46,695               11/11/01       10/11/11           N/A       Balloon
  50          Actual/360                    $35,900               11/11/02       10/11/12           N/A       Balloon
  51          Actual/360                    $41,253               11/11/02       10/11/12           N/A       Balloon
  52          Actual/360                    $37,103                10/1/02         9/1/12           N/A       Balloon
  53          Actual/360                    $39,580               11/11/02       10/11/12           N/A       Balloon
  54          Actual/360                    $34,736               10/11/02        9/11/12           N/A       Balloon
  55          Actual/360                    $37,069                 9/1/02         8/1/07           N/A       Balloon
  56          Actual/360                    $33,575                9/11/02        8/11/07           N/A       Balloon
  57          Actual/360                    $21,021                6/11/02        5/11/12           N/A       Balloon
  58          Actual/360                    $16,545                6/11/02        5/11/12           N/A       Balloon
  59          Actual/360                    $35,216                 9/1/02         8/1/07           N/A       Balloon
  60          Actual/360                    $36,841                5/11/02        4/11/12           N/A       Balloon
  61          Actual/360                    $33,403                9/11/02        8/11/12           N/A       Balloon
  62          Actual/360                    $31,834                9/11/02        8/11/12           N/A       Balloon
  63          Actual/360                    $31,619                10/1/02         9/1/12           N/A       Balloon
  64          Actual/360                    $33,746                6/11/02        5/11/12           N/A       Balloon
  65          Actual/360                    $27,874               10/11/02        9/11/12           N/A       Balloon
  66          Actual/360                    $31,249                9/11/02        8/11/12           N/A       Balloon
  67          Actual/360                    $29,806                10/1/02         9/1/12           N/A       Balloon
  68          Actual/360                    $27,941                12/1/02        11/1/12           N/A       Balloon
  69          Actual/360                    $49,959                8/11/02        7/11/12           N/A       Balloon
  70          Actual/360                    $26,069                10/1/02         9/1/12           N/A       Balloon
  71          Actual/360                    $25,759                12/1/02        11/1/12           N/A       Balloon
  72          Actual/360                    $26,612               10/11/02        9/11/12           N/A       Balloon
  73          Actual/360                    $24,639                8/11/02        7/11/12           N/A       Balloon
  74          Actual/360                    $24,951               11/11/02       10/11/12           N/A       Balloon
  75          Actual/360                    $23,521                9/11/02        8/11/07           N/A       Balloon
  76          Actual/360                    $26,440                6/11/02        5/11/12           N/A       Balloon
  77          Actual/360                    $25,895                9/11/02        8/11/12           N/A       Balloon
  78          Actual/360                    $25,744                6/11/02        5/11/12           N/A       Balloon
  79          Actual/360                    $21,398               10/11/02        9/11/12           N/A       Balloon
  80          Actual/360                    $21,283               12/11/02       11/11/12           N/A       Balloon
  81          Actual/360                    $22,735                8/11/02        7/11/07           N/A       Balloon
  82          Actual/360                    $26,807                5/11/01        4/11/11           N/A       Balloon
  83          Actual/360                    $21,407                8/11/02        7/11/12           N/A       Balloon
  84          Actual/360                    $22,210                4/11/02        3/11/12           N/A       Balloon
  85          Actual/360                    $19,807               10/11/02        9/11/12           N/A       Balloon
  86          Actual/360                    $20,862                9/11/02        8/11/12           N/A       Balloon
  87          Actual/360                    $21,863               12/11/02       11/11/12           N/A       Balloon
  88          Actual/360                    $20,957                 9/1/02         8/1/12           N/A       Balloon
  89          Actual/360                    $20,178               10/11/02        9/11/12           N/A       Balloon
  90          Actual/360                    $17,890               11/11/02       10/11/12           N/A       Balloon
  91          Actual/360                    $20,282                9/11/02        8/11/12           N/A       Balloon
  92          Actual/360                    $20,178                6/11/02        5/11/12           N/A       Balloon
  93          Actual/360                    $17,234               11/11/02       10/11/12           N/A       Balloon
  94          Actual/360                    $17,464                10/1/02         9/1/12           N/A       Balloon
  95          Actual/360                    $18,030                 6/1/02         5/1/12           N/A       Balloon
  96          Actual/360                    $15,618               11/11/02       10/11/12           N/A       Balloon
  97          Actual/360                    $17,783                9/11/02        8/11/07           N/A       Balloon
  98          Actual/360                    $18,556               11/11/02       10/11/12           N/A       Balloon
  99          Actual/360                    $15,328                11/1/02        10/1/12           N/A       Balloon
 100          Actual/360                    $14,746               10/11/02        9/11/12           N/A       Balloon
 101          Actual/360                    $16,351                6/11/02        5/11/12           N/A       Balloon
 102          Actual/360                    $15,047               10/11/02        9/11/12           N/A       Balloon
 103          Actual/360                    $15,755               10/11/02        9/11/12           N/A       Balloon
 104          Actual/360                    $17,086                 6/1/02         5/1/12           N/A       Balloon
 105          Actual/360                    $14,910               11/11/02       10/11/12           N/A       Balloon
 106          Actual/360                    $15,156               12/11/01       11/11/11           N/A       Balloon
 107          Actual/360                    $12,799               10/11/02        9/11/12           N/A       Balloon
 108          Actual/360                    $14,180                5/11/02        4/11/12           N/A       Balloon
 109          Actual/360                    $13,346                8/11/02        7/11/12           N/A       Balloon
 110          Actual/360                    $13,492               10/11/02        9/11/12           N/A       Balloon
 111          Actual/360                    $12,320                8/11/02        7/11/12           N/A       Balloon
 112          Actual/360                    $13,127               11/11/02       10/11/07           N/A       Balloon
 113          Actual/360                    $13,067                9/11/02        8/11/07           N/A       Balloon
 114          Actual/360                    $10,296               12/11/02       11/11/12           N/A       Balloon
 115          Actual/360                    $10,695                9/11/02        8/11/12           N/A       Balloon
 116          Actual/360                    $10,233                11/1/02        10/1/12           N/A       Balloon
 117          Actual/360                     $9,999                 8/1/02         7/1/07           N/A       Balloon
 118          Actual/360                     $8,217               11/11/02       10/11/12           N/A       Balloon
 119          Actual/360                     $8,981                 5/1/02         4/1/12           N/A       Balloon
 120          Actual/360                     $9,075               12/11/01       11/11/11           N/A       Balloon
 121          Actual/360                     $7,978               12/11/02       11/11/12           N/A       Balloon
 122          Actual/360                     $7,408               11/11/02       10/11/12           N/A       Balloon
 123          Actual/360                     $8,462                 9/1/02         8/1/17           N/A       Balloon
 124          Actual/360                     $7,880                9/11/02        8/11/12           N/A       Balloon
 125          Actual/360                     $7,744                3/11/02        2/11/12           N/A       Balloon
 126          Actual/360                     $7,358                12/1/02        11/1/07           N/A       Balloon
 127          Actual/360                     $7,368                9/11/02        8/11/12           N/A       Balloon
 128          Actual/360                     $7,340               11/11/02       10/11/12           N/A       Balloon
 129          Actual/360                     $7,068               11/11/02       10/11/12           N/A       Balloon
 130          Actual/360                     $7,020                7/11/02        6/11/12           N/A       Balloon
 131          Actual/360                     $6,187                9/11/02        8/11/12           N/A       Balloon
 132          Actual/360                     $6,248               12/11/02       11/11/07           N/A       Balloon
 133          Actual/360                     $5,908               11/11/02       10/11/27      10/11/12           ARD
 134          Actual/360                     $6,170               12/11/01       11/11/11           N/A       Balloon
 135          Actual/360                     $5,449                9/11/02        8/11/12           N/A       Balloon
 136          Actual/360                     $5,861                 8/1/02         7/1/17           N/A       Balloon
 137          Actual/360                     $4,879               12/11/02       11/11/12           N/A       Balloon
 138          Actual/360                     $4,639               10/11/02        9/11/12           N/A       Balloon
 139          Actual/360                     $4,470                9/11/02        8/11/12           N/A       Balloon
 140          Actual/360                     $3,340               10/11/02        9/11/12           N/A       Balloon
 141          Actual/360                     $3,146               10/11/02        9/11/07           N/A       Balloon

                                         ----------
TOTAL/WEIGHTED AVERAGE:                  $7,571,040
                                         ==========



TABLE (CONTINUED)
<CAPTION>
                                                                  SERVICING
                                                                  AND
        PREPAYMENT PROVISION                                      TRUSTEE       EARTHQUAKE        ENVIRONMENTAL
  #     AS OF ORIGINATION (4)             DEFEASANCE (5)          FEES         INSURANCE         INSURANCE (Y/N)
----------------------------------------------------------------------------------------------------------------
<S>     <C>                                      <C>              <C>               <C>                <C>
  1     Lock/116_0%/4                            Yes              0.0420%           N/A                No
  2     Lock/114_0%/6                            Yes              0.0520%           N/A                No
  3     Lock/116_0%/4                            Yes              0.0420%           N/A                Yes
  4     Lock/117_0%/3                            Yes              0.0620%           No                 No
  5     Lock/117_0%/3                            Yes              0.0420%           No                 No
  6     Lock/117_0%/3                            Yes              0.0420%           N/A                No
  7     LOCK/117_0%/3                            YES              0.0420%           N/A                Yes
  7A                                                                                N/A                Yes
  7B                                                                                N/A                Yes
  7C                                                                                N/A                Yes
  7D                                                                                N/A                Yes
  7E                                                                                N/A                Yes
  7F                                                                                N/A                Yes
  7G                                                                                N/A                Yes
  8     Lock/113_0%/7                            Yes              0.0970%           N/A                No
  9     Lock/56_0%/4                             Yes              0.0420%           N/A                No
  10    Lock/56_0%/4                             Yes              0.0520%           N/A                No
  11    Lock/57_0%/3                             Yes              0.0420%           N/A                No
  12    Lock/59_YM1/57_0%/4                       No              0.0820%           N/A                No
  13    Lock/35_YM1/81_0%/4                       No              0.0820%           N/A                No
  14    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  15    Lock/114_0%/6                            Yes              0.0420%           N/A                No
  16    LOCK/116_0%/4                            YES              0.1320%           N/A                Yes
 16A                                                                                N/A                Yes
 16B                                                                                N/A                Yes
 16C                                                                                N/A                Yes
 16D                                                                                N/A                Yes
 16E                                                                                N/A                Yes
 16F                                                                                N/A                Yes
  17    Lock/117_0%/3                            Yes              0.0420%           N/A                Yes
  18    Lock/116_0%/4                            Yes              0.0820%           N/A                No
  19    Lock/116_0%/4                            Yes              0.0820%           N/A                No
  20    Lock/116_0%/4                            Yes              0.0820%           N/A                No
  21    Lock/116_0%/4                            Yes              0.1020%           N/A                No
  22    Lock/116_0%/4                            Yes              0.1320%           N/A                No
  23    Lock/116_0%/4                            Yes              0.1020%           No                 No
  24    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  25    Lock/116_0%/4                            Yes              0.1320%           N/A                No
  26    LOCK/117_0%/3                            YES              0.0920%           N/A                No
 26A                                                                                N/A                No
 26B                                                                                N/A                No
  27    Lock/25_YM1/56_0%/3                       No              0.0420%           N/A                No
  28    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  29    Lock/114_0%/6                            Yes              0.0420%           N/A                No
  30    Lock/116_0%/4                            Yes              0.1320%           N/A                No
  31    Lock/116_0%/3                            Yes              0.0420%           N/A                No
  32    Lock/57_0%/3                             Yes              0.0720%           No                 No
  33    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  34    Lock/116_0%/4                            Yes              0.1320%           N/A                No
  35    LOCK/117_0%/3                            YES              0.0420%           N/A                No
 35A                                                                                N/A                No
 35B                                                                                N/A                No
  36    LOCK/117_0%/3                            YES              0.0420%           N/A                No
 36A                                                                                N/A                No
 36B                                                                                N/A                No
  37    Lock/116_0%/4                            Yes              0.0420%           N/A                No
  38    Lock/116_0%/4                            Yes              0.1220%           N/A                No
  39    Lock/116_0%/4                            Yes              0.0820%           N/A                No
  40    Lock/114_0%/6                            Yes              0.0420%           N/A                No
  41    Lock/57_0%/3                             Yes              0.0420%           N/A                No
  42    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  43    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  44    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  45    Lock/35_YM1/81_0%/4                       No              0.1820%           N/A                Yes
  46    Lock/116_0%/4                            Yes              0.1320%           N/A                Yes
  47    Lock/80_0%/4                             Yes              0.1120%           N/A                Yes
  48    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  49    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  50    Lock/114_0%/6                            Yes              0.0420%           N/A                No
  51    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  52    Lock/116_0%/4                            Yes              0.0820%           N/A                No
  53    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  54    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  55    Lock/56_0%/4                             Yes              0.1320%           N/A                No
  56    Lock/57_0%/3                             Yes              0.0420%           N/A                No
  57    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  58    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  59    Lock/56_0%/4                             Yes              0.0820%           N/A                No
  60    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  61    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  62    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  63    Lock/116_0%/4                            Yes              0.1320%           N/A                No
  64    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  65    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  66    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  67    Lock/116_0%/4                            Yes              0.1320%           N/A                No
  68    Lock/116_0%/4                            Yes              0.1320%           No                 No
  69    Lock/119_0%/1                            Yes              0.0420%           N/A                No
  70    Lock/35_YM1/81_0%/4                       No              0.1320%           N/A                No
  71    Lock/116_0%/4                            Yes              0.0820%           No                 No
  72    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  73    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  74    Lock/117_0%/3                            Yes              0.0420%           No                 No
  75    Lock/57_0%/3                             Yes              0.0420%           N/A                No
  76    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  77    Lock/114_0%/6                            Yes              0.0420%           N/A                No
  78    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  79    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  80    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  81    Lock/57_0%/3                             Yes              0.0420%           N/A                No
  82    Lock/114_0%/6                            Yes              0.0420%           N/A                No
  83    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  84    Lock/36_YM1/81_0%/3                       No              0.0420%           N/A                Yes
  85    Lock/117_0%/3                            Yes              0.0720%           N/A                No
  86    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  87    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
  88    Lock/59_YM1/57_0%/4                       No              0.1120%           N/A                Yes
  89    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  90    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  91    Lock/117_0%/3                            Yes              0.0720%           N/A                No
  92    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  93    Lock/117_0%/3                            Yes              0.0420%           N/A                No
  94    Lock/116_0%/4                            Yes              0.1320%           N/A                Yes
  95    Lock/116_0%/4                            Yes              0.1320%           N/A                Yes
  96    Lock/117_0%/3                            Yes              0.0420%           No                 No
  97    Lock/54_0%/6                             Yes              0.0420%           N/A                Yes
  98    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
  99    Lock/113_0%/7                            Yes              0.1020%           N/A                Yes
 100    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 101    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 102    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 103    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 104    Lock/116_0%/4                            Yes              0.1320%           N/A                Yes
 105    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 106    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 107    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 108    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 109    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 110    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 111    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 112    Lock/54_0%/6                             Yes              0.0420%           N/A                Yes
 113    Lock/54_0%/6                             Yes              0.0420%           N/A                Yes
 114    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 115    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 116    Lock/116_0%/4                            Yes              0.1320%           N/A                Yes
 117    Lock/56_0%/4                             Yes              0.0820%           N/A                Yes
 118    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 119    Lock/116_0%/4                            Yes              0.1820%           N/A                Yes
 120    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 121    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 122    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 123    Lock/176_0%/4                            Yes              0.1820%           No                 Yes
 124    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 125    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 126    Lock/56_0%/4                             Yes              0.0820%           N/A                Yes
 127    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 128    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 129    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 130    Lock/114_0%/6                            Yes              0.0420%           No                 Yes
 131    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 132    Lock/36_YM1/21_0%/3                       No              0.0420%           N/A                Yes
 133    Lock/117_0%/3                            Yes              0.0420%           N/A                No
 134    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 135    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 136    Lock/176_0%/4                            Yes              0.0820%           N/A                Yes
 137    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 138    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 139    Lock/114_0%/6                            Yes              0.0420%           N/A                Yes
 140    Lock/36_YM1/81_0%/3                       No              0.0420%           N/A                Yes
 141    Lock/54_0%/6                             Yes              0.0420%           N/A                Yes




TABLE (CONTINUED)
<CAPTION>
            Letter of
  #          Credit
---------------------------------------------------------------------------------------------------------
<S>        <C>
  1            N/A
  2         $246,250
  3            N/A
  4            N/A
  5            N/A
  6            N/A
  7            N/A
  7A
  7B
  7C
  7D
  7E
  7F
  7G
  8            N/A
  9            N/A
  10           N/A
  11           N/A
  12           N/A
  13           N/A
  14           N/A
  15        $520,000
  16        $876,916
 16A
 16B
 16C
 16D
 16E
 16F
  17           N/A
  18           N/A
  19           N/A
  20           N/A
  21           N/A
  22        $620,772     Lender (as assigned by Borrower) shall have the right to utilize the Letter of
                         Credit to cure any default under the Organic, Inc. ("Tenant") lease, should one
                         occur. The amount of the required Tenant Letter of Credit shall increase to 1)
                         $693,804 on December 1, 2005 and 2) $766,836 on December 1, 2010.
  23           N/A
  24           N/A
  25           N/A
  26           N/A
 26A
 26B
  27           N/A
  28           N/A
  29           N/A
  30           N/A
  31           N/A
  32           N/A
  33           N/A
  34           N/A
  35           N/A
 35A
 35B
  36           N/A
 36A
 36B
  37           N/A
  38           N/A
  39           N/A
  40           N/A
  41           N/A
  42           N/A
  43           N/A
  44           N/A
  45           N/A
  46           N/A
  47           N/A
  48           N/A
  49           N/A
  50           N/A
  51           N/A
  52           N/A
  53           N/A
  54           N/A
  55           N/A
  56           N/A
  57           N/A
  58           N/A
  59           N/A
  60           N/A
  61           N/A
  62           N/A
  63           N/A
  64           N/A
  65           N/A
  66           N/A
  67        $300,000
  68         $83,924
  69           N/A
  70           N/A
  71           N/A
  72           N/A
  73           N/A
  74           N/A
  75           N/A
  76           N/A
  77           N/A
  78           N/A
  79           N/A
  80           N/A
  81           N/A
  82           N/A
  83           N/A
  84           N/A
  85           N/A
  86           N/A
  87           N/A
  88           N/A
  89           N/A
  90           N/A
  91           N/A
  92           N/A
  93           N/A
  94           N/A
  95           N/A
  96           N/A
  97           N/A
  98           N/A
  99           N/A
 100           N/A
 101           N/A
 102           N/A
 103           N/A
 104           N/A
 105           N/A
 106           N/A
 107           N/A
 108           N/A
 109           N/A
 110           N/A
 111           N/A
 112           N/A
 113           N/A
 114           N/A
 115           N/A
 116           N/A
 117           N/A
 118           N/A
 119           N/A
 120           N/A
 121           N/A
 122           N/A
 123           N/A
 124           N/A
 125           N/A
 126           N/A
 127           N/A
 128           N/A
 129           N/A
 130           N/A
 131           N/A
 132           N/A
 133           N/A
 134           N/A
 135           N/A
 136           N/A
 137           N/A
 138           N/A
 139           N/A
 140           N/A
 141           N/A
</TABLE>


Total/Weighted Average:

(A)   The Underlying Mortgage Loans secured by Century Plaza Apartments,
      Caesar's Palace Apartments, and Commander's Palace Apartments are
      cross-collateralized and cross-defaulted.

(B)   The Underlying Mortgage Loans secured by the Weslaco Portfolio and the
      McAllen Portfolio are cross-collateralized and cross-defaulted.

(C)   The Underlying Mortgage Loans secured by Oak Creek Apartments and Windrush
      Apartments are cross-collateralized and cross-defaulted.

(1)   Assumes a Cut-off Date in December 2002.

(2)   In the case of the ARD Loans, the anticipated repayment date is assumed to
      be the maturity date for the purposes of the indicated column.

(3)   Anticipated Repayment Date.

(4)   Prepayment Provision as of Origination: Lock/(x) = Lockout or Defeasance
      for (x) payments YMA/(y) = Greater of Yield Maintenance Premium and A%
      Prepayment for (y) payments 0%/(x) = Prepayable at par for (x) payments

(5)   "Yes" means that defeasance is permitted notwithstanding the Lockout
      Period.

(6)   This loan has an initial interest only period of 12 months. Fixed monthly
      principal and interest payment thereafter is $305,279.
<PAGE>


                                                           ENVIRONMENTAL
              PROPERTY NAME                               INSURANCE (Y/N)
-------------------------------------------------------------------------------
106 Crescent, 18, 22 and 26 Roberts St.                         Yes
12000 Westheimer Office Building                                No
1322 Space Park Drive                                           No
1325-1381 Western Avenue                                        Yes
1633 Broadway                                                   No
16350 Park Ten                                                  No
16360 Park Ten                                                  No
2600 South Loop                                                 No
30 A&B Vreeland Road                                            No
440 Benmar Place Office Building                                No
4611 Mercedes Drive                                             Yes
6430 Richmond                                                   No
6940 San Tomas Road                                             Yes
7000 Terminal Square Bldg.                                      Yes
7151 Montevideo Road                                            Yes
7155 Montevideo Road                                            Yes
7447 & 7457 Harwin Drive                                        No
8250 W. Charleston Blvd.                                        Yes
8869 Greenwood Place                                            Yes
9050 Junction Drive                                             Yes
9898 Bissonnet Street                                           No
AmeriSuites Austin                                              No
AmeriSuites Houston                                             No
AmeriSuites San Antonio                                         No
Annandale Financial Center                                      No
Aspen Meadows MHP                                               Yes
Bellmead Shopping Center                                        Yes
Blockbuster Del City                                            No
Brockbank Apartments                                            No
Brookhollow MHP                                                 Yes
Capewood Apartments                                             No
Capri MHP                                                       No
Carriage House Apartments                                       No
Carriage Village Mobile Home Park                               No
Centerville Park Apartments                                     No
Chamisa MHP and Self Storage                                    Yes
Colony Square II                                                No
Corporate Pointe at Summerlin Center                            No
Creekside Apartments II                                         No
Creekside Shopping Center                                       No
CVS Madisonville                                                No
Delaware Court Apartments                                       Yes
Desert Springs Inn                                              Yes
Dorwood Mobile Home Park                                        Yes
Easton Marketplace                                              No
Enchanted Lakes MHP                                             Yes
Fair Acres Apartments                                           Yes
Fashion Square Mall                                             No
Federal Hill Lofts                                              No
Festival Market of Anderson                                     No
First Line Apartments                                           Yes
Florence Apartments                                             No
Forest Hollow Estates                                           Yes
Gannon Ridge Pointe Crossing Apartments                         No
Gannon Ridge Pointe Crossing West Apartments                    No
Grovepark Apartments                                            Yes
Hampton Inn Columbia                                            No
Heritage House Apartments                                       Yes
Holiday Inn - Paris                                             No
Homestead Ranch                                                 No
Jackson Square Apartments                                       No
Jasmine Park Apartments                                         No
Johanna Square Apartments                                       Yes
Lakeshore North Apartments                                      No
Leisure World                                                   No
Lifestyles Mobile Home Park                                     Yes
Louis Bank of Commerce                                          No
Manor Mobile Home Park                                          Yes
Mill Stream Run Apartments                                      No
Moraine Court                                                   No
New Richmond Place Apartments                                   Yes
Oak Creek Apartments                                            No
Oaks on Bissonnet                                               No
One Atlantic Street                                             No
Pacific Bell Directory Building                                 No
Pacific Palms Apartments                                        Yes
Park Ridge Apartments                                           No
Parkdale Greens Apartments                                      No
Parkway Crossing Apartments                                     No
Plaza Escuela                                                   No
Premier on Woodfair Apartments                                  No
Rampart Gardens Apartments                                      Yes
River Oaks Apartments                                           No
Robersonville Town Center                                       No
Royal Oaks Apartments                                           Yes
Saginaw Plaza                                                   No
Second Dimension Apartments                                     Yes
Seven Gables Apartments                                         Yes
Siemens Westinghouse Office Building                            No
St. Tropez Apartments                                           No
Sterling MHP                                                    No
Sutton Place Apartments                                         No
The Barclay House                                               Yes
The Homestead                                                   No
The Meadows Apartments                                          No
The River at Rancho Mirage                                      No
The Wiltshire                                                   Yes
Toledo Terrace Apartments                                       Yes
Trail's End                                                     No
Tri-Star Estates                                                No
Twelve Oaks Medical Center                                      Yes
U-Stor Federal                                                  No
Village of Rochester Hills                                      Yes
Walden of Lakewood Apartments                                   No
Walnut Ridge Apartment Homes                                    No
West Anderson Plaza                                             No
Westchase Bank Building                                         Yes
WestCoast Colonial Hotel                                        No
Whispering Sands                                                No
Whitesburg Plaza                                                No
Windrush Apartments                                             No
Woodcrest Apartments                                            No
Woodside Village Apartments                                     No
Swansgate III Apartments                                        Yes
ASG Group II                                                    Yes
Lake Arbor Village Shopping Center                              Yes
Shoppes at Thoroughbred                                         Yes
Country Club Self Storage                                       Yes
Snowden Medical Offices                                         Yes
38th Street Plaza                                               Yes
Fondren Road Plaza Shopping Center                              Yes
Century Plaza Apartments                                        No
Arrowhead Palms                                                 No
Quail Ridge Apartments                                          No
Chapel Ridge Apartments                                         Yes
Whole Foods Market                                              No
Freeway Executive Center                                        No
River Pointe Apartment Homes                                    No
Kingswood Apartments                                            No
Oak Glen Apartments                                             No
Lakewood Industrial Park                                        Yes
Bayshore Medical Office Building                                No
Lock-it Lockers                                                 Yes
Eastpoint Marketplace                                           No
Lake Sahara Plaza                                               Yes
Caesar's Palace Apartments                                      No
Commander's Palace Apartments                                   No
Plaza at Crystal Run                                            No
Mountain Run Apartments                                         No
Cedar Pointe Apartment Homes                                    No
2600 Telegraph Road                                             No
GenCorp Building                                                No
The Plaza                                                       No
University Business Center                                      Yes
National Self Storage-ALB                                       Yes
Barham Plaza                                                    No
Metaldyne Precision Forming (Fraser)                            Yes
Metaldyne Precision Forming (Canal Fulton)                      Yes
Metaldyne Tubular Products (Green Oak)                          Yes
Metaldyne Fittings (Livonia)                                    Yes
Metaldyne Powertrain/NVH (Middleville)                          Yes
Metaldyne Sintered Components (North Vernon)                    Yes
Durham Business Center                                          No
Walgreens Center                                                No
Golden Triangle I & II                                          No



--------------------------------------------------------------------------------
Maryland Industrial Portfolio                                   Yes
Gannon Portfolio                                                No
McAllen Portfolio                                               No
Weslaco Portfolio                                               No
Metaldyne Portfolio                                             Yes
--------------------------------------------------------------------------------
<PAGE>


<PAGE>


                                                                     EXHIBIT C-1

                FORM OF QIB INVESTMENT REPRESENTATION LETTER --
                        QUALIFIED INSTITUTIONAL BUYER

Wells Fargo Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479-0113
Attention:  Corporate Trust Services (CMBS CSFB 2002-CP5)

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York  10010
Attention:  Real Estate Finance and Securitization Group

      Re:   Transfer of Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2002-CP5
            --------------------------------------------------------------


Ladies and Gentlemen:

            This letter is delivered pursuant to the Confidential Offering
Circular (the "Offering Circular") dated as of December 11, 2002 and to Section
5.02 of the Pooling and Servicing Agreement dated as of December 1, 2002 (the
"Pooling and Servicing Agreement"), by and among Credit Suisse First Boston
Mortgage Securities Corp., as Depositor, Midland Loan Services, Inc., as Master
Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, and Wells
Fargo Bank Minnesota, N.A., as Trustee, on behalf of the holders of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2002-CP5 (the "Certificates") in connection with the
transfer by [ ] to the undersigned (the "Purchaser") of $ aggregate [Certificate
Balance] [Notional Balance] of Class ___ Certificates (the "Certificate").
Capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to such terms in the Pooling and Servicing
Agreement.

            In connection with such transfer, unless otherwise directed by the
Depositor, the Purchaser hereby represents and warrants to you and the
addressees hereof as follows:

            1. The Purchaser is a "qualified institutional buyer" within the
meaning of Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933,
as amended (the "Securities Act"). The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity
to obtain the information required to be provided pursuant to paragraph
(d)(4)(i) of Rule 144A.

            2. The Purchaser's intention is to acquire the Certificate (a)
for investment for the Purchaser's own account, (b) for resale to "qualified
institutional buyers" in transactions under Rule 144A or (c) in the case of the
Class A-X, Class A-SP, Class E, Class F, Class G, Class H or Class J
Certificates for resale to persons that are not "U.S. persons" within the
meaning of Regulation S under the Securities Act, and not in any event with the
view to, or for resale in connection with, any distribution thereof. The
Purchaser understands that the Certificate (and any subsequent Certificate) has
not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the Purchaser's investment intent (or
intent to resell to only certain investors in certain exempted transactions), as
expressed herein.

            3. The Purchaser has reviewed the Offering Circular and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Offering Circular.

            4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the Securities Act or the securities laws of any State or any
other jurisdiction, and that the Certificate cannot be resold unless it is
registered or qualified thereunder, or unless an exemption from such
registration or qualification is available.

            5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Trustee and all Certificateholders present and
future.

            6. The Purchaser will not sell or otherwise transfer any portion
of the Certificate or Certificates, except in compliance with Section 5.02 of
the Pooling and Servicing Agreement.

            7. With respect to any Class of Class A-X, Class A-SP, Class F,
Class G, Class H (so long as each Class is rated at least "BBB-" by any of
Moody's, S&P or Fitch; and any other Class that is rated at least "BBB-" by
either S&P or Fitch) being acquired by or on behalf of an employee benefit plan
or other retirement arrangement, including an individual retirement account or a
Keogh plan, which is subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or a
governmental plan (as defined in Section 3(32) of ERISA) that is subject to any
Federal, State or local law (a "Similar Law"), which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each, a "Plan"), the
Purchaser is acquiring such Certificates by or on behalf of a Plan in reliance
on Prohibited Transaction Exemption ("PTE") 89-90, as amended by PTE 97-34, PTE
2000-58 and PTE 2002-41.

            8. With respect to the purchase of any Class of Class J, Class K,
Class L, Class M, Class N, Class O, Class P or Class Q Certificates (unless such
Class is then rated at least "BBB-" by any of Moody's, S&P or Fitch), the
Purchaser is not and will not be a Plan or any person acting on behalf of any
such Plan or using the assets of any such Plan to purchase such Classes of
Certificates, unless the Purchaser is an insurance company using assets of its
general account and its acquisition, holding and disposition of such
Certificates is exempt by reason of Sections I and III of Department of Labor
Prohibited Transaction Class Exemption 95-60.

            9. The Purchaser understands that if it is a Person referred to
in 8 above, such Purchaser is required to provide to the Trustee an opinion of
counsel or other certification in form and substance satisfactory to the Trustee
and the Depositor to the effect that the acquisition and holding of such
Certificate by such purchaser or transferee will not constitute or result in a
non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law and will not subject the Trustee, the Master Servicer, the Special
Servicer, the Initial Purchaser or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which opinion of counsel or certification shall not be at the expense
of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Trust Fund.

            10. In the event that we purchase any of the Certificates, we will
acquire Certificates having a minimum purchase price of not less than [$10,000]
[in the case of the Class N, Class O, Class P and Class Q Certificates,
$100,000] for our own account or for any separate account for which we are
acting.

<PAGE>


            IN WITNESS WHEREOF, the Purchaser hereby executes this Qualified
Institutional Buyer Representation Letter on the [_____] day of
[________________, _____].


                                       Very truly yours,

                                       [THE PURCHASER]


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



<PAGE>


                                                                     EXHIBIT C-2

           FORM OF REGULATION S INVESTMENT REPRESENTATION LETTER --
                               NON-U.S. PERSON


Wells Fargo Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479-0113
Attention:  Corporate Trust Services (CMBS CSFB 2002-CP5)

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York  10010
Attention: Real Estate Finance and Securitization Group

      Re:   Transfer of Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2002-CP5
            --------------------------------------------------------------


Ladies and Gentlemen:

            This letter is delivered pursuant to the Confidential Offering
Circular (the "Offering Circular") dated as of December 11, 2002 and to Section
5.02 of the Pooling and Servicing Agreement dated as of December 1, 2002 (the
"Pooling and Servicing Agreement"), by and among Credit Suisse First Boston
Mortgage Securities Corp., as Depositor, Midland Loan Services, Inc., as Master
Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, and Wells
Fargo Bank Minnesota, N.A., as Trustee, on behalf of the holders of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2002-CP5 (the "Certificates") in connection with the
transfer by [ ] to the undersigned (the "Purchaser") of $ aggregate [Certificate
Balance][Notional Balance] of Class ___ Certificates (the "Certificate").
Capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to such terms in the Pooling and Servicing
Agreement.

            In connection with such transfer, unless otherwise directed by the
Depositor, the Purchaser hereby represents and warrants to you and the
addressees hereof as follows:

            1.  The Purchaser is not a "U.S.  person"  within the meaning of
Regulation  S (a  "Non-U.S.  Person")  under the  Securities  Act of 1933,  as
amended (the "Securities Act").

            2.  The Purchaser's intention is to acquire the Certificate (a)
for investment for the Purchaser's own account, (b) for resale to Non-U.S.
Persons in transactions under Regulation S or (c) for resale to "qualified
institutional buyers" in transactions under Rule 144A under the Securities Act,
and not in any event with the view to, or for resale in connection with, any
distribution thereof. The Purchaser understands that the Certificate (and any
subsequent Certificate) has not been registered under the Securities Act, by
reason of a specified exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of
the Purchaser's investment intent (or intent to resell to only certain investors
in certain exempted transactions), as expressed herein.

            3.  The Purchaser has reviewed the Offering Circular and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Offering Circular.

            4.  The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the Securities Act or the securities laws of any State or any
other jurisdiction, and that the Certificate cannot be resold unless it is
registered or qualified thereunder, or unless an exemption from such
registration or qualification is available.

            5.  The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Trustee and all Certificateholders present and
future.

            6.  The Purchaser will not sell or otherwise transfer any portion
of the Certificate or Certificates, except in compliance with Section 5.02 of
the Pooling and Servicing Agreement.

            7.  The Purchaser is not a U.S. Person and under applicable law in
effect on the date hereof, no taxes will be required to be withheld by the
Trustee (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto either (i) a duly executed IRS
Form W-8BEN (or successor form), which identifies such Purchaser as the
beneficial owner of the Certificate and states that such Purchaser is not a U.S.
Person or (ii) two duly executed copies of IRS Form W-8ECI (or successor form),
which identify such Purchaser as the beneficial owner of the Certificate and
state that interest and original issue discount on the Certificate and Permitted
Investments is, or is expected to be, effectively connected with a U.S. trade or
business. The Purchaser agrees to provide to the Trustee updated IRS Forms
W-8BEN or IRS Forms W-8ECI, as the case may be, any applicable successor IRS
forms, or such other certifications as the Trustee may reasonably request, on or
before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in
the most recent IRS form of certification furnished by it to the Trustee.

            For this purpose, "U.S. Person" means (i) a citizen or resident of
the United States, (ii) a corporation or partnership organized in or under the
laws of the United States, any state thereof or the District of Columbia, (iii)
an estate the income of which is includible in gross income for United States
tax purposes, regardless of its source or (iv) a trust if a court within the
United States is able to exercise primary supervision of the administration of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust.

            8.  With respect to any Class of Class A-X, Class A-SP, Class F,
Class G or Class H Certificates (so long as each Class is rated at least "BBB-"
by any of Moody's, S&P or Fitch; and any other Class that is rated at least
"BBB-" by either S&P or Fitch) being acquired by or on behalf of an employee
benefit plan or other retirement arrangement, including an individual retirement
account or a Keogh plan, which is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code,
or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to
any Federal, State or local law (a "Similar Law"), which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a
"Plan"), the Purchaser is acquiring such Certificates by or on behalf of a Plan
in reliance on Prohibited Transaction Exemption ("PTE") 89-90, as amended by PTE
97-34, PTE 2000-58 and PTE 2002-41.

            9.  With respect to the purchase of any Class of Class J, Class K,
Class L, Class M, Class N, Class O, Class P or Class Q Certificates (unless such
Class is then rated at least "BBB-" by any of Moody's S&P or Fitch), the
Purchaser is not and will not be a Plan or any person acting on behalf of any
such Plan or using the assets of any such Plan to purchase such classes of
Certificates, unless the Purchaser is an insurance company using assets of its
general account and its acquisition, holding and disposition of such
Certificates is exempt by reason of Sections I and III of Department of Labor
Prohibited Transaction Class Exemption 95-60.

            10.  The Purchaser understands that if it is a Person referred to
in 9 above, such Purchaser is required to provide to the Trustee an opinion of
counsel or other certification in form and substance satisfactory to the Trustee
and the Depositor to the effect that the acquisition and holding of such
Certificate by such purchaser or transferee will not constitute or result in a
non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law and will not subject the Trustee, the Servicer, the Special
Servicer, the Initial Purchaser or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which opinion of counsel or other certification shall not be at the
expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Trust Fund.

            11.  In the event that we purchase any of the Certificates, we will
acquire Certificates having a minimum purchase price of not less than $[10,000]
[in the case of Class N, Class O, Class P and Class Q Certificates, $100,000]
for our own account or for any separate account for which we are acting.
<PAGE>


            IN WITNESS WHEREOF, the Purchaser hereby executes this Regulation S
Investment Representation Letter on the [_____] day of [_____________,
_____].


                                       Very truly yours,

                                       [THE PURCHASER]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
<PAGE>


                                                                     EXHIBIT C-3

                       FORM OF REPRESENTATION LETTER --
                      INSTITUTIONAL ACCREDITED INVESTOR

Wells Fargo Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479-0113
Attention:  Corporate Trust Services (CMBS CSFB 2002-CP5)

Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York  10010
Attention: Real Estate Finance and Securitization Group

      Re:   Transfer of Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2002-CP5
            --------------------------------------------------------------


Ladies and Gentlemen:

            This letter is delivered pursuant to the Confidential Offering
Circular (the "Offering Circular") dated as of December 11, 2002 and to Section
5.02 of the Pooling and Servicing Agreement dated as of December 1, 2002 (the
"Pooling and Servicing Agreement"), by and among Credit Suisse First Boston
Mortgage Securities Corp., as Depositor, Midland Loan Services, Inc., as Master
Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer, and Wells
Fargo Bank Minnesota, N.A., as Trustee, on behalf of the holders of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2002-CP5 (the "Certificates") in connection with the
transfer by Credit Suisse First Boston Corporation and [ ] to the undersigned
(the "Purchaser") of $ aggregate [Certificate Balance][Notional Balance] of
Class [ ] Certificates (the "Certificate"). Capitalized terms used and not
otherwise defined herein shall have the respective meanings assigned to such
terms in the Pooling and Servicing Agreement.

            In connection with such transfer, unless otherwise directed by the
Depositor, the Purchaser hereby represents and warrants to you and the
addressees hereof as follows:

            1.  We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
"Act"), or an entity in which all of the equity owners are accredited investors
within the meaning of Rule 501(a)(1), (2) or (3) under the Act (an "Accredited
Investor") and we are acquiring the Certificates for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution in
violation of the Act, and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Certificates, and we and any accounts for which we are acting
are each able to bear the economic risk of our or their investment.

            2.  (A) any purchase of the Certificate by the Purchaser will be
for its own account or for the account of one or more other accredited investors
or as fiduciary for the account of one or more trusts, each of which is an
"accredited investor" within the meaning of Rule 501(a)(7) under the Act and for
each of which the Purchaser exercises sole investment discretion or (B) the
Purchaser is a "bank," within the meaning of Section 3(a)(2) of the Act, or a
"savings and loan association" or other institution described in Section
3(a)(5)(A) of the Act that is acquiring the Certificate as fiduciary for the
account of one or more institutions for which the Purchaser exercises sole
investment discretion.

            3.  The Purchaser has received and reviewed the Confidential
Offering Circular relating to the Certificate (the "Offering Circular") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Offering Circular.

            4.  The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the Securities Act or the securities laws of any State or any
other jurisdiction, and that the Certificate cannot be resold unless it is
registered or qualified thereunder or unless an exemption from such registration
or qualification is available.

            5.  The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Trustee and all Certificateholders present and
future.

            6.  The Purchaser will not sell or otherwise transfer any portion
of the Certificate or Certificates, except in compliance with Section 5.02 of
the Pooling and Servicing Agreement.

            7.  With respect to the purchase of any Class of Class J, Class K,
Class L, Class M, Class N, Class O, Class P or Class Q Certificates (unless such
Class is then rated at least "BBB-" by any of Moody's, S&P or Fitch), the
Purchaser is not and will not be (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (each, a "Plan"), or (b) a person acting on behalf of or using the assets
of any such Plan (including an entity whose underlying assets include Plan
assets by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation Section 2510.3-101), unless the Purchaser is an
insurance company using assets of its general account and its acquisition,
holding and disposition of such Certificates is exempt by reason of Sections I
and III of Department of Labor Prohibited Transaction Class Exemption 95-60.

            8.  The Purchaser understands that if it is a Person referred to
in 7(a) or (b) above, such Purchaser is required to provide to the Trustee an
opinion of counsel or other certification in form and substance satisfactory to
the Trustee and the Depositor to the effect that the acquisition and holding of
such Certificate by such purchaser or transferee will not constitute or result
in a non-exempt prohibited transaction under ERISA, Section 4975 of the Code or
any Similar Law, and will not subject the Trustee, the Servicer, the Special
Servicer, the Initial Purchaser or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which opinion of counsel or other certification shall not be at the
expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Trust Fund.

            9.  In the event that we purchase any of the Certificates, we will
acquire Certificates having a minimum purchase price of not less than [$10,000]
[in the case of Class N, Class O, Class P and Class Q Certificates, $100,000]
for our own account or for any separate account for which we are acting.
<PAGE>


            IN WITNESS WHEREOF, the Purchaser hereby executes this Accredited
Investor Investment Representation Letter on the [______] day of
[___________, _____].


                                       Very truly yours,

                                       [THE PURCHASER]



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
<PAGE>


                                                                     EXHIBIT D-1

                          FORM OF TRANSFER AFFIDAVIT

       AFFIDAVIT PURSUANT TO SECTION 860E(E)(4) OF THE INTERNAL REVENUE
                           CODE OF 1986, AS AMENDED

STATE OF     )
             )  ss.:
COUNTY OF    )


            [Name of Officer], being first duly sworn, deposes and says:

            1.  That [he] [she] is a [Title of Officer] of [Name of
Transferee] (the "Transferee"), a [description of type of entity] duly organized
and existing under the laws of the State [Commonwealth] of [    ], on behalf of
which he makes this affidavit.

            2. That the Transferee's Taxpayer Identification Number is [     ].

            3.  That the Transferee of the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CP5, Class [R][LR] Certificates (the "Class [R][LR] Certificate")
evidencing a ____% Percentage Interest in each such Class (i) is not a
Disqualified Organization, an ERISA Prohibited Holder, or a Non-U.S. Person (as
defined in Article I of the Pooling and Servicing Agreement, dated as of
December 1, 2002, by and among Credit Suisse First Boston Mortgage Securities
Corp., as Depositor, Midland Loan Services, Inc., as Master Servicer, GMAC
Commercial Mortgage Corporation, as Special Servicer and Wells Fargo Bank
Minnesota, N.A., as Trustee (the "Pooling and Servicing Agreement")) and will
endeavor to remain other than a Disqualified Organization and other than a
Non-U.S. Person for so long as it retains its ownership interest in the Class
[R][LR] Certificate, or (ii) is acquiring the Class [R][LR] Certificate for the
account of, or as agent (including as a broker, nominee, or other middleman)
for, a Person other than a Disqualified Organization or a Non-U.S. Person.

            4.  That the Transferee historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class [R][LR]
Certificate as they become due.

            5. That the Transferee understands that it may incur tax liabilities
with respect to the Class [R][LR] Certificate in excess of any cash flow
generated by the Class [R][LR] Certificates.

            6.  That the Transferee agrees not to transfer the Class [R][LR]
Certificate to any Person or entity unless (a) the Transferee has received from
such Person or entity an affidavit substantially in the form of this Transfer
Affidavit, and (b) the Transferee provides to the Certificate Registrar a letter
substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement
certifying that it has no actual knowledge that such Person or entity is a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person and that it has no reason to know that such Person or entity
does not satisfy the requirements set forth in paragraph 4 hereof.

            7.  That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [R][LR] Certificates to a Disqualified Organization or an
Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person. To the extent
not defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

            8.  That, if a "tax matters person" is required to be designated
with respect to [the Upper-Tier REMIC] [the Lower-Tier REMIC] [any REMIC Pool],
the Transferee agrees to act as "tax matters person" and to perform the
functions of "tax matters person" of [the Upper-Tier REMIC] [the Lower-Tier
REMIC] [any REMIC Pool] pursuant to Section 3.31(d) of the Pooling and Servicing
Agreement, and agrees to the irrevocable designation of the Servicer as the
Transferee's agent in performing the function of "tax matters person."

            9.  That the Transferee has reviewed, and agrees to be bound by and
to abide by, the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement concerning registration of the transfer and exchange of Class [R][LR]
Certificates.

            10.  The Transferee will not cause income from the Class [R][LR]
Certificates to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other U.S. person.

            11.  Check the applicable paragraph:

            [ ] The present value of the anticipated tax liabilities associated
with holding the Class [R] [LR] Certificates, as applicable, does not exceed the
sum of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Class [R] [LR] Certificates;

            (ii)  the present value of the expected future distributions on such
                  Class [R] [LR] Certificates; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Class [R] [LR] Certificates as the related
                  REMIC generates losses.

            For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.

            [ ] The transfer of the Class [R][LR] Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from the Class [R] [LR] Certificates will only be
                  taxed in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Class [R] [LR] Certificates
                  only to another "eligible corporation," as defined in U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(i), in a
                  transaction that satisfies the requirements of Sections
                  1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                  of the U.S. Treasury Regulations; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Class [R] [LR] Certificates based on reasonable
                  market assumptions (including, but not limited to, borrowing
                  and investment rates, prepayment and loss assumptions, expense
                  and reinvestment assumptions, tax rates and other factors
                  specific to the Transferee) that it has determined in good
                  faith.

             [ ]  None of the above.
<PAGE>


            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this ____ of ______, 2001.


                                       [NAME OF TRANSFEREE]


                                       By:
                                          --------------------------------------
                                          [Name of Officer]
                                          [Title of Officer]

            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that [he] [she] executed the same as [his] [her] free act and deed and the
free act and deed of the Transferee.

            Subscribed and sworn before me this ____ day of ______ 2001.

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

NOTARY PUBLIC

COUNTY OF ___________

STATE OF ____________

            My commission expires the ___ day of __________, 20__.
<PAGE>


                                                                     EXHIBIT D-2

                          FORM OF TRANSFEROR LETTER


                                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota, 55479-0113
Attention:  Corporate Trust Services (CMBS CSFB 2002-CP5)

      Re:   Credit Suisse First Boston Mortgage Securities Corp. Commercial
            Mortgage Pass-Through Certificates, Series 2002-CP5
            ---------------------------------------------------------------

Ladies and Gentlemen:

            [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3, 4 and 10 thereof are not
satisfied or that the information contained in paragraphs 3, 4 and 10 thereof is
not true.

                                       Very truly yours,

                                       [Transferor]


                                       ---------------------------------------
                                       Name:
<PAGE>

                                                                       EXHIBIT E

                           LIST OF MEZZANINE LOANS

<TABLE>
<CAPTION>
                                                                                           Secondary
                                                 Description                               Financing
                                                 of Existing                                Amount            Cut-off      Loan
             Property Name                  Secondary Financing                         At Origination        Balance     Seller
----------------------------------------------------------------------------------------------------------------------------------
<C>                                    <C>                                              <C>               <C>             <C>
30 A&B Vreeland Road                   Mezzanine financing is in place.
                                         The lender has entered into an
                                         increditor agreeement with CSFB                $2,680,000.00     $15,475,528.63  Column
AmeriSuites Austin                     Secured secondary financing obtained
                                         from CBA Mezzanine Capital Finance, LLC.         $460,000.00      $6,001,458.22  Column
AmeriSuites Houston                    Secured secondary financing obtained
                                         from CBA Mezzanine Capital Finance, LLC.         $400,000.00      $5,786,942.26  Column
AmeriSuites San Antonio                Secured secondary financing obtained
                                         from CBA Mezzanine Capital Finance, LLC.         $450,000.00      $6,510,310.04  Column
St. Tropez Apartments                  Secured secondary financing obtained
                                         from CBA Mezzanine Capital Finance, LLC.         $680,000.00     $11,499,076.86  Column
Walden of Lakewood Apartments          Secured secondary financing obtained
                                         from CBA Mezzanine Capital Finance, LLC.         $250,000.00      $4,577,318.64  Column
</TABLE>

<PAGE>


                                                                     EXHIBIT F-1

               FORM OF REQUEST FOR RELEASE OF SPECIAL SERVICER

                                                                          [DATE]
Wells Fargo Bank Minnesota, N.A., as Trustee
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention:  Corporate Trust Services (CMBS CSFB 2002-CP5)

      Re:   Credit Suisse First Boston Mortgage Securities Corp. Commercial
            Mortgage Pass-Through Certificates, Series 2002-CP5, REQUEST FOR
            RELEASE
            ----------------------------------------------------------------


Dear _______________________,

            In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under a certain Pooling and Servicing Agreement
dated as of December 1, 2002 (the "Pooling and Servicing Agreement"), by and
among Credit Suisse First Boston Mortgage Securities Corp., as depositor,
Midland Loan Services, Inc., as Master Servicer, GMAC Commercial Mortgage
Corporation (the undersigned), as Special Servicer, and you, as Trustee, the
undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Loan for the reason indicated below.

            Mortgagor's Name:

            Address:

            Loan No.:

            If only particular documents in the Mortgage File are requested,
please specify which:

            Reason for requesting file (or portion thereof):

            ______1. Loan paid in full. The undersigned hereby certifies that
            all amounts received in connection with the Loan that are required
            to be credited have been or will be credited to the Collection
            Account pursuant to the Pooling and Servicing Agreement.

            ______2.    The Loan is being foreclosed.

            ______3.    Other. (Describe)

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Loan has
been paid in full or continues to be a Specially Serviced Loan, in which cases
the Mortgage File (or such portion thereof) will be retained by us permanently
or returned upon such Specially Serviced Loan becoming a Corrected Mortgage
Loan, as applicable, unless the Loan is being foreclosed, in which case the
Mortgage File (or such portion thereof) will be returned when no longer required
by us for such purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       GMAC COMMERCIAL MORTGAGE CORPORATION


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
<PAGE>


                                                                     EXHIBIT F-2

                FORM OF REQUEST FOR RELEASE OF MASTER SERVICER

                                                                          [DATE]
Wells Fargo Bank Minnesota, N.A., as Trustee
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention:  Corporate Trust Services (CMBS CSFB 2002-CP5)

      Re:   Credit Suisse First Boston Mortgage Securities Corp. Commercial
            Mortgage Pass-Through Certificates, Series 2002-CP5, REQUEST FOR
            RELEASE
            ----------------------------------------------------------------

Dear _______________________,

            In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under a certain Pooling and Servicing Agreement
dated as of December 1, 2002 (the "Pooling and Servicing Agreement"), by and
among Credit Suisse First Boston Mortgage Securities Corp., as depositor,
Midland Loan Services, Inc. (the undersigned), as Master Servicer, GMAC
Commercial Mortgage Corporation, as Special Servicer, and you, as Trustee, the
undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Loan for the reason indicated below.

            Mortgagor's Name:

            Address:

            Loan No.:

            If only particular documents in the Mortgage File are requested,
please specify which:

            Reason for requesting file (or portion thereof):

            ______1. Loan paid in full. The undersigned hereby certifies that
            all amounts received in connection with the Loan that are required
            to be credited have been or will be credited to the Collection
            Account pursuant to the Pooling and Servicing Agreement.

            ______2.    The Loan is being foreclosed.

            ______3.    Other. (Describe)

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Loan has
been paid in full, in which case the Mortgage File (or such portion thereof)
will be retained by us permanently, unless the Loan is being foreclosed, in
which case the Mortgage File (or such portion thereof) will be returned when no
longer required by us for such purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       MIDLAND LOAN SERVICES, INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
<PAGE>

                                                                      EXHIBIT G


                                   [RESERVED]
<PAGE>


                                                                       EXHIBIT H

                        FORM OF AFFIDAVIT OF LOST NOTE


STATE OF            )
                    )  ss.:
COUNTY OF           )


            _____________________________________, ___________________________,
 being duly sworn, deposes and says:

            1.  that he/she is an authorized signatory of ______________________
(the "Noteholder");

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

            a note in the original sum of $____________ made by_________________

            to __________________________, under date of ______________________

            (the "Note");

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

            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 the Noteholder; and

            7. upon assignment of the Note by the Noteholder to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor" or the "Purchaser") 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 2002-CP5 (the "Trustee") (which
assignment may, at the discretion of the Depositor, be made directly by the
Noteholder to the Trustee) the Noteholder covenants and agrees (a) to promptly
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
the Noteholder's or the Depositor's failure to deliver said original Note to the
Trustee.


                                           NAME OF NOTEHOLDER


                                           By:__________________________________
                                              Authorized Signatory

Sworn to before me this
_____ day of ____________, 20___
<PAGE>


                                                                       EXHIBIT I

                            INVESTOR CERTIFICATION

                                                                         Date:
Wells Fargo Bank Minnesota, N.A.
Sixth & Marquette
Minneapolis, Minnesota  55479-0113

Attention:  Corporate Trust Services (CMBS CSFB 2002-CP5)


            In accordance with Section 4.02 of the Pooling and Servicing
Agreement, dated as of December 1, 2002 (the "Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp. as Depositor, Midland Loan Services,
Inc., as Servicer, GMAC Commercial Mortgage Corporation, as Special Servicer,
and you, as Trustee, with respect to the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CP5
(the "Certificates"), the undersigned hereby certifies and agrees as follows:

1.    The undersigned is a beneficial owner or prospective purchaser of the
      Class ____ Certificates.

2.    The undersigned is requesting, pursuant to Section 4.02 of the Agreement,
      is requesting access to certain information (the "Information") on the
      Trustee's website and/or is requesting the information identified on the
      schedule attached hereto (also, the "Information") pursuant to Section
      4.02 of the Agreement.

3.    In consideration of the Trustee's disclosure to the undersigned of the
      Information, or providing access in connection therewith, the undersigned
      will keep the Information confidential (except from such outside persons
      as are assisting it in making an evaluation in connection with purchasing
      the related Certificates, from its accountants and attorneys, and
      otherwise from such governmental or banking authorities or agencies to
      which the undersigned is subject), and such Information will not, without
      the prior written consent of the Trustee, be otherwise disclosed by the
      undersigned or by its officers, directors, partners, employees, agents or
      representatives (collectively, the "Representatives") in any manner
      whatsoever, in whole or in part; provided that the undersigned may provide
      all or any part of the Information to any other person or entity that
      holds or is contemplating the purchase of any Certificate or interest
      therein, but only if such person or entity confirms in writing such
      ownership interest or prospective ownership interest and agrees to keep it
      confidential.

4.    The undersigned will not use or disclose the Information in any manner
      which could result in a violation of any provision of the Securities Act
      of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
      of 1934, as amended, or would require registration of any Certificate
      pursuant to Section 5 of the Securities Act.

5.    The undersigned shall be fully liable for any breach of this agreement by
      itself or any of its Representatives and shall indemnify the Depositor,
      the Trustee and the Trust Fund for any loss, liability or expense incurred
      thereby with respect to any such breach by the undersigned or any of its
      Representatives.

6.    Capitalized terms used but not defined herein shall have the respective
      meanings assigned thereto in the Agreement.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized signatory, as of the day and year written above.



                                       -----------------------------------------
                                       Beneficial Owner or Prospective Purchaser



                                       Name: _________________________________

                                       Title: ________________________________

                                       Company:_______________________________

                                       Phone:_________________________________
<PAGE>
                                                                       EXHIBIT J

          FORM OF INTERMEDIATE TRUSTEE (OR CUSTODIAN) CERTIFICATION

                                                      [date]

To:  The Parties Listed on Schedule A Attached Hereto.

      Re:   Intermediate Review of Mortgage Files by the Trustee Pursuant to
            the Pooling and Servicing Agreement (dated [______] [__], 2003)
            ----------------------------------------------------------------

Ladies and Gentlemen:

            In accordance with Sections 2.02 (c) of the Pooling and Servicing
Agreement, dated December 1, 2002, by and among Credit Suisse First Boston
Mortgage Securities Corp., as Depositor, Midland Loan Services, Inc., as master
servicer and GMAC Commercial Mortgage Corporation, as special servicer, and
Wells Fargo Bank Minnesota, N.A., as Trustee (the "Agreement"), with respect to
the Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2002-CP5, the undersigned, as Trustee (or
Custodian) hereby certifies as to each Mortgage Loan subject to the Agreement
(except as is identified in any attached schedule hereto or specifically
excluded in the paragraph below) that (a) for each Mortgage Loan all documents
listed in the Agreement under the definition of "Mortgage File" (the "Mortgage
File) specified in clauses (i) through (v), (viii), (ix) (without regard to the
parenthetical clause), (xi), (xiii), (xv), (xvi), (xviii), (xx) and (xxiii) of
such definition have been received, (b) a recorded original has been received of
each of the assignments specified in clause (iii) and clause (v) of the
definition of "Mortgage File," insofar as an unrecorded original thereof had
been delivered or caused to be delivered by the Mortgage Loan Seller, or a copy
of such recorded original certified by the applicable public recording office to
be true and complete and (c) all such Loan Documents that have been received,
have been executed, appear to be what they purport to be, purport to be recorded
or filed (if recordation or filing is specified for such document in the
definition of "Mortgage File") and have not been torn, mutilated or otherwise
defaced, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule.

            In completing said review, the Trustee is authorized to rely on the
purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon and upon the delivery of such
documents to the Title Company as provided for in Section 2.01. The Trustee is
not under any duty or obligation (i) to determine whether any of the documents
specified in clauses (vi), (vii), (x), (xii), (xiv), (xvii), (xix), (xxi) and
(xxii) of the definition of "Mortgage File" exist or are required to be
delivered by the Depositor, a Mortgage Loan Seller or any other Person other
than to the extent identified on the related Mortgage Loan Schedule, (ii) to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, in recordable form, genuine, enforceable,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face, (iii) to determine whether any
omnibus assignment specified in clause (vii) of the definition of "Mortgage
File" is effective under applicable law or (iv) to determine whether more than
one county and state financing statement is required to be filed for any given
Mortgage.

            All terms not defined herein shall have the meanings specified in
the Agreement.

                                       Respectfully,

                                       WELLS FARGO BANK MINNESOTA, N.A., as
                                          Trustee,


                                       By:__________________________________
                                          Name:
                                          Title:
<PAGE>


                                                        Schedule A to EXHIBIT J


Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, NY  10010

Midland Loan Services, Inc.
210 West Tenth Street, 6th Floor
Kansas City, Missouri 64105

Wells Fargo Bank Minnesota, N.A.
45 Broadway, 12th Floor
New York, NY 10006

Standard & Poor's Ratings Service,
   a division of The McGraw Hill Companies, Inc.
55 Water Street
New York, New York  10041

<PAGE>


                                                                       EXHIBIT K


                                   [RESERVED]

<PAGE>


                                                                       EXHIBIT L

                                   FORM OF
                           NOTICE AND CERTIFICATION
                    REGARDING DEFEASANCE OF MORTGAGE LOAN

   For loans having a Stated Principal Balance of (a) $5,000,000 or less, or
         (b) less than 1% of outstanding pool balance, whichever is less

To:   Standard & Poor's Ratings Services
      55 Water Street
      New York, New York 10041
      Attn:  Commercial Mortgage Surveillance

From: _____________________________________, in its capacity
      as Servicer (the "Servicer") under the Pooling and Servicing Agreement
      dated as of December 1, 2002 (the "Pooling and Servicing Agreement"),
      among the Servicer, __________________as Trustee, and others.

Date: _________, 20___

Re:   Credit Suisse First Boston Mortgage Securities Corp.
      Commercial Mortgage Pass-Through Certificates
      Series 2002-CP5

            Loan (the "Mortgage Loan") identified by loan number _____ on the
Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
heretofore secured by the Mortgaged Properties identified on the Mortgage Loan
Schedule by the following names:____________________

            Reference  is  made  to  the  Pooling  and   Servicing   Agreement
described  above.  Capitalized  terms  used but not  defined  herein  have the
meanings  assigned  to such  terms in the  Pooling  and  Servicing  Agreement.
[NOTE:  ALL TERMS IN THIS  CERTIFICATION  MUST BE  CONFORMED  TO TERMS USED IN
THE POOLING AND SERVICING AGREEMENT]

            As Servicer under the Pooling and Servicing Agreement, we hereby:

            1.    Notify you that the mortgagor (the "Mortgagor") has
                  consummated a defeasance of the Mortgage Loan pursuant to the
                  terms of the Mortgage Loan, of the type checked below:

                  ____  a full defeasance of the payments  scheduled to be due
                        in respect of the entire Stated  Principal  Balance of
                        the Mortgage Loan; or

                  ____  a partial defeasance of the payments scheduled to be due
                        in respect of a portion of the Stated Principal Balance
                        of the Mortgage Loan that represents ___% of the entire
                        Stated Principal Balance of the Mortgage Loan and, under
                        the Mortgage, has an allocated loan amount of
                        $____________ or _______% of the entire Stated Principal
                        Balance;

            2.    Certify that each of the following is true, subject to those
                  exceptions set forth with explanatory notes on EXHIBIT A
                  hereto, which exceptions the Servicer has determined,
                  consistent with the Servicing Standard, will have no material
                  adverse effect on the Mortgage Loan or the defeasance
                  transaction:

                  a.    The Mortgage Loan Documents permit the defeasance, and
                        the terms and conditions for defeasance specified
                        therein were satisfied in all material respects in
                        completing the defeasance.

                  b.    The defeasance was consummated on __________, 20__.

                  c.    The defeasance  collateral consists of securities that
                        (i) constitute  "government  securities" as defined in
                        Section  2(a)(16)  of the  Investment  Company  Act of
                        1940 as amended (15 U.S.C.  80a-1), (ii) are listed as
                        "Qualified  Investments  for `AAA'  Financings"  under
                        Paragraphs  1,  2 or  3 of  "Cash  Flow  Approach"  in
                        Standard & Poor's  Public  Finance  Criteria  2000, as
                        amended  to the  date  of the  defeasance,  (iii)  are
                        rated  `AAA'  by  Standard  &  Poor's,  (iv)  if  they
                        include a principal  obligation,  the principal due at
                        maturity  cannot  vary  or  change,  and  (v)  are not
                        subject  to  prepayment,  call  or  early  redemption.
                        Such  securities  have the  characteristics  set forth
                        below:

                                   CUSIP RATE MAT PAY DATES ISSUED

                  d.    The Servicer received an opinion of counsel (from
                        counsel approved by Servicer in accordance with the
                        Servicing Standard) that the defeasance will not result
                        in an Adverse REMIC Event.

                  e.    The Servicer determined that the defeasance collateral
                        will be owned by an entity (the "Defeasance Obligor") as
                        to which one of the statements checked below is true:

                        ____  the related Mortgagor was a Single-Purpose Entity
                              (as defined in Standard & Poor's Structured
                              Finance Ratings Real Estate Finance Criteria, as
                              amended to the date of the defeasance (the "S&P
                              Criteria")) as of the date of the defeasance, and
                              after the defeasance owns no assets other than the
                              defeasance collateral and real property securing
                              Mortgage Loans included in the pool.

                        ____  the    related     Mortgagor     designated    a
                              Single-Purpose  Entity  (as  defined  in the S&P
                              Criteria) to own the defeasance collateral; or

                        ____  the Servicer designated a Single-Purpose Entity
                              (as defined in the S&P Criteria) established for
                              the benefit of the Trust to own the defeasance
                              collateral.

                  f.    The   Servicer    received   a   broker   or   similar
                        confirmation  of  the  credit,   or  the  accountant's
                        letter  described below  contained  statements that it
                        reviewed  a  broker  or  similar  confirmation  of the
                        credit,  of the  defeasance  collateral to an Eligible
                        Account (as defined in the S&P  Criteria)  in the name
                        of  the   Defeasance   Obligor,   which   account   is
                        maintained  as a  securities  account  by the  Trustee
                        acting as a securities intermediary.

                  g.    As  securities  intermediary,  Trustee is obligated to
                        make the scheduled  payments on the Mortgage Loan from
                        the proceeds of the defeasance  collateral directly to
                        the Servicer's  collection  account in the amounts and
                        on the dates  specified in the Mortgage Loan Documents
                        or,  in a  partial  defeasance,  the  portion  of such
                        scheduled  payments  attributed to the allocated  loan
                        amount for the real  property  defeased,  increased by
                        any defeasance  premium specified in the Mortgage Loan
                        Documents (the "Scheduled Payments").

                  h.    The  Servicer  received  from  the  Mortgagor  written
                        confirmation  from a  firm  of  independent  certified
                        public  accountants,  who were approved by Servicer in
                        accordance with the Servicing  Standard,  stating that
                        (i) revenues  from  principal  and  interest  payments
                        made  on the  defeasance  collateral  (without  taking
                        into  account  any  earnings on  reinvestment  of such
                        revenues)  will be  sufficient  to timely  pay each of
                        the Scheduled Payments after the defeasance  including
                        the  payment  in full  of the  Mortgage  Loan  (or the
                        allocated   portion   thereof  in  connection  with  a
                        partial  defeasance)  on its Maturity Date (or, in the
                        case  of an ARD  Loan,  on its  Anticipated  Repayment
                        Date),  (ii) the  revenues  received in any month from
                        the  defeasance  collateral  will be  applied  to make
                        Scheduled  Payments  within four (4) months  after the
                        date of receipt,  and (iii)  interest  income from the
                        defeasance  collateral  to the  Defeasance  Obligor in
                        any  calendar  or  fiscal  year will not  exceed  such
                        Defeasance   Obligor's   interest   expense   for  the
                        Mortgage Loan (or the allocated  portion  thereof in a
                        partial defeasance) for such year.

                  i.    The Servicer received opinions from counsel,  who were
                        approved by Servicer in accordance  with the Servicing
                        Standard,  that  (i) the  agreements  executed  by the
                        Mortgagor and/or the Defeasance  Obligor in connection
                        with the  defeasance are  enforceable  against them in
                        accordance  with  their  terms,  and (ii) the  Trustee
                        will  have  a  perfected,   first  priority   security
                        interest in the defeasance collateral described above.

                  j.    The  agreements   executed  in  connection   with  the
                        defeasance (i) permit  reinvestment of proceeds of the
                        defeasance  collateral  only in Permitted  Investments
                        (as defined in the S&P Criteria),  (ii) permit release
                        of  surplus  defeasance  collateral  and  earnings  on
                        reinvestment   to  the   Defeasance   Obligor  or  the
                        Mortgagor  only after the Mortgage  Loan has been paid
                        in  full,  if any such  release  is  permitted,  (iii)
                        prohibit any subordinate  liens against the defeasance
                        collateral,  and (iv) provide for payment from sources
                        other than the  defeasance  collateral or other assets
                        of the Defeasance  Obligor of all fees and expenses of
                        the  securities  intermediary  for  administering  the
                        defeasance  and the  securities  account  and all fees
                        and  expenses  of  maintaining  the  existence  of the
                        Defeasance Obligor.

                  k.    The entire  Stated  Principal  Balance of the Mortgage
                        Loan as of the  date of  defeasance  was  $___________
                        [$5,000,000  OR LESS OR LESS THAN ONE  PERCENT OF POOL
                        BALANCE,  WHICHEVER  IS LESS] which is less than 1% of
                        the Aggregate  Certificate Balance of the Certificates
                        as of the  date  of the  most  recent  paying  agent's
                        monthly  certificateholder  report received by us (the
                        "Current Report").

                  l.    The defeasance described herein, together with all prior
                        and simultaneous defeasances of Mortgage Loans, brings
                        the total of all fully and partially defeased Mortgage
                        Loans to $__________________, which is _____% of the
                        Aggregate Certificate Balance of the Certificates as of
                        the date of the Current Report.

            3.    Certify that, in addition to the foregoing, Servicer has
                  imposed such additional conditions to the defeasance, subject
                  to the limitations imposed by the Mortgage Loan Documents, as
                  are consistent with the Servicing Standard.

            4.    Certify that EXHIBIT B hereto is a list of the material
                  agreements, instruments, organizational documents for the
                  Defeasance Obligor, and opinions of counsel and independent
                  accountants executed and delivered in connection with the
                  defeasance described above and that originals or copies of
                  such agreements, instruments and opinions have been
                  transmitted to the Trustee for placement in the related
                  Mortgage File or, to the extent not required to be part of the
                  related Mortgage File, are in the possession of the Servicer
                  as part of the Servicer's Mortgage File.

            5.    Certify and confirm that the determinations and certifications
                  described above were rendered in accordance with the Servicing
                  Standard set forth in, and the other applicable terms and
                  conditions of, the Pooling and Servicing Agreement.

            6.    Certify that the individual under whose hand the Servicer has
                  caused this Notice and Certification to be executed did
                  constitute a Servicing Officer as of the date of the
                  defeasance described above.

            7.    Agree to provide  copies of all items listed in EXHIBIT B to
                  you upon request.

            IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                          SERVICER:
                                                   -----------------------------


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:
<PAGE>


                                    EXHIBIT M

                       EXCEPTIONS LIST FOR MORTGAGE NOTES

                                      NONE

<PAGE>


                                                                     EXHIBIT N

                         SCHEDULE OF REFERENCE RATES

             DISTRIBUTION                DISTRIBUTION
                 DATE           RATE         DATE          RATE
             ------------     -------   -------------    -------
              January         6.38591      July 2006     6.38725
                2003
             February         6.38594     August 2006    6.59020
                2003
            March 2003        6.38643      September     6.59025
                                             2006
            April 2003        6.58860    October 2006    6.38736
             May 2003         6.38601    November 2006   6.59034
             June 2003        6.58867    December 2006   6.38743
             July 2003        6.38606    January 2007    6.38746
            August 2003       6.58874    February 2007   6.38750
             September        6.58878     March 2007     6.38822
                2003
              October         6.38615     April 2007     6.57972
                2003
             November         6.58884      May 2007      6.37676
                2003
             December         6.38620      June 2007     6.58034
                2003
              January         6.58891      July 2007     6.37904
                2004
             February         6.38626     August 2007    6.58196
                2004
            March 2004        6.38648      September     6.58496
                                             2007
            April 2004        6.58903    October 2007    6.38303
             May 2004         6.38636    November 2007   6.58468
             June 2004        6.58912    December 2007   6.38312
             July 2004        6.38643    January 2008    6.58479
            August 2004       6.58920    February 2008   6.38321
             September        6.58925     March 2008     6.38351
                2004
              October         6.38654     April 2008     6.58495
                2004
             November         6.58933      May 2008      6.38333
                2004
             December         6.38661      June 2008     6.58505
                2004
              January         6.38664      July 2008     6.38343
                2005
             February         6.38668     August 2008    6.58517
                2005
            March 2005        6.38729      September     6.58523
                                             2008
            April 2005        6.58953    October 2008    6.38357
             May 2005         6.38677    November 2008   6.58534
             June 2005        6.58961    December 2008   6.38366
             July 2005        6.38684    January 2009    6.38370
            August 2005       6.58970    February 2009   6.38375
             September        6.58975     March 2009     6.38462
                2005
              October         6.38695     April 2009     6.58561
                2005
             November         6.58983      May 2009      6.38387
                2005
             December         6.38702      June 2009     6.58572
                2005
              January         6.38705      July 2009     6.38396
                2006
             February         6.38709     August 2009    6.58583
                2006
            March 2006        6.38775      September     6.58589
                                             2009
            April 2006        6.59003    October 2009    6.38673
             May 2006         6.38718    November 2009   6.58861
             June 2006        6.59012    December 2009   6.38743


<PAGE>


                                                                       EXHIBIT O

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

      Re:   CSFB Commercial Mortgage Trust 2002-CP5 (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series 2002-CP5

I, [identify the certifying individual], a[n] [title] of [identify name of
company] on behalf of [identify name of company], as [Trustee/Servicer] certify
to [identify the individual signing the Sarbanes Oxley Certification], Credit
Suisse First Boston Mortgage Securities Corp. (the "Depositor") and its
partners, representatives, affiliates, members, managers, directors, officers,
employees and agents, to the extent that the following information is within our
normal area of responsibilities and duties under the pooling and servicing
agreement, and with the knowledge and intent that they will rely upon this
certification, that:

1.    [To be certified by the Trustee] [I have reviewed the annual report on
      Form 10-K for the fiscal year [___], and all reports on Form 8-K
      containing statements to certificateholders filed in respect of periods
      included in the year covered by that annual report, of the Trust;]

2.    [To be certified by the Trustee] [To the best of my knowledge, the
      information in these reports, to the extent prepared by the [Trustee] (and
      not including any information provided to the [Trustee] by any servicer or
      special servicer, other than to the extent that such information has been
      aggregated or manipulated by [Trustee]), taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of
      the last day of the period covered by that annual report;]

3.    [To be certified by the Trustee] [To the best of my knowledge, the
      servicing information provided to the paying agent by the master servicers
      and the special servicers under the pooling and servicing agreement is
      included in these reports;]

4.    [To be certified by the Servicer] [I am responsible for reviewing the
      activities performed by Midland Loan Services, Inc. under the pooling and
      servicing agreement and based upon the review required under the pooling
      and servicing agreement with respect to Midland Loan Services, Inc. and a
      certificate in the form attached as Exhibit A hereto from GMAC Commercial
      Mortgage Corporation, with respect to such entities (which certificate, to
      our actual knowledge, contains no inaccurate information), and except as
      disclosed in the annual report on Form 10-K for the fiscal year [___], or
      in any reports on Form 8-K containing statements to certificateholders
      filed in respect of periods included in the year covered by that annual
      report, [Servicer], has fulfilled its obligations under the pooling and
      servicing agreement, including the provision of all reports required to be
      submitted to the trustee thereunder, and that, to the knowledge of
      [Servicer], based upon the review required under the pooling and servicing
      agreement with respect to Midland Loan Services, Inc. and a certificate in
      the form attached as Exhibit A hereto from GMAC Commercial Mortgage
      Corporation, with respect to such entity (which certificate, to our actual
      knowledge, contains no inaccurate information), such reports do not
      contain any material misstatements or omissions; and]

5.    [To be certified by the Servicer] [I have disclosed to Midland Loan
      Services, Inc.'s certified public accountants all significant deficiencies
      relating to the compliance of Midland Loan Services, Inc. with the minimum
      servicing standards in accordance with a review conducted in compliance
      with the Uniform Single Attestation Program for Mortgage Bankers or
      similar standard as set forth in the pooling and servicing agreement and
      the compliance of GMAC Commercial Mortgage Corporation with the minimum
      servicing standards based on a certificate in the form attached as Exhibit
      A hereto from each such entity.]


Date: _________________________


[NAME OF COMPANY]


_____________________________________
[Signature]
[Title]
<PAGE>


                                                          EXHIBIT A TO EXHIBIT O


              FORM OF CERTIFICATION TO BE PROVIDED TO THE SERVICER

      Re:   CSFB Commercial Mortgage Trust 2002-CP5 (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series 2002-CP5

I, [identify the certifying individual], a[n] [title] of [identify name of
company], on behalf of [identify name of company] as [Special Servicer] certify
to [identify the individual signing Exhibit A], Midland Loan Services, Inc. (the
"Servicer"), Credit Suisse First Boston Mortgage Securities Corp. ("Depositor")
and their respective partners, representatives, affiliates, members, managers,
directors, officers, employees and agents and with the knowledge and intent that
they will rely upon this certification:

      1.    [To be certified by the Special Servicer] [I am responsible for
            reviewing the activities performed by GMAC Commercial Mortgage
            Corporation under the pooling and servicing agreement and based upon
            the review performed as required by Section 3.13 of the pooling and
            servicing agreement, and except as disclosed on Schedule 1 hereto,
            GMAC Commercial Mortgage Corporation, to my knowledge, has fulfilled
            its material obligations under the pooling and servicing agreement,
            including the provision of all reports required to be submitted by
            [certifier] to the Servicer and the trustee thereunder, and that, to
            the knowledge of GMAC Commercial Mortgage Corporation, such reports
            do not contain any material misstatements or omissions; and

      2.    [To be certified by the Special Servicer] [I have disclosed to GMAC
            Commercial Mortgage Corporation's certified public accountants and
            Midland Loan Services, Inc.'s certified public accountants all
            significant deficiencies, to my knowledge, relating to the
            compliance of GMAC Commercial Mortgage Corporation with the minimum
            servicing standards in accordance with a review conducted in
            compliance with the Uniform Single Attestation Program for Mortgage
            Bankers or similar standard as set forth in the pooling and
            servicing agreement].


Date: _________________________


[NAME OF COMPANY]

_____________________________________
[Signature]
[Title]