EXHIBIT 4.3


                                                                 [FOR EXECUTION]





              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)







                                       and





                         PNC BANK, NATIONAL ASSOCIATION
                                    (Seller)



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

                        MORTGAGE LOAN PURCHASE AGREEMENT

                          Dated as of December 1, 2002

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



<PAGE>

                                TABLE OF CONTENTS


Section 1.  Transactions on or Prior to the Closing Date.......................
Section 2.  Closing Date Actions...............................................
Section 3.  Conveyance of Mortgage Loans.......................................
Section 4.  Depositor's Conditions to Closing..................................
Section 5.  Seller's Conditions to Closing.....................................
Section 6.  Representations and Warranties of Seller...........................
Section 7.  Obligations of Seller..............................................
Section 8.  Crossed Mortgage Loans.............................................
Section 9.  [Reserved].........................................................
Section 10. Representations and Warranties of Depositor .......................
Section 11. Survival of Certain Representations, Warranties and Covenants .....
Section 12. Accountant's Letters ..............................................
Section 13. Expenses; Recording Costs .........................................
Section 14. Notices ...........................................................
Section 15. Examination of Mortgage Files .....................................
Section 16. Successors ........................................................
Section 17. Governing Law .....................................................
Section 18. Severability ......................................................
Section 19. Further Assurances ................................................
Section 20. Counterparts ......................................................
Section 21. Treatment as Security Agreement ...................................
Section 22. Recordation of Agreement ..........................................


Schedule I        Schedule of Transaction Terms
Schedule II       Mortgage Loan Schedule
Schedule III      Mortgage Loans Constituting Mortgage Groups
Schedule IV       Mortgage Loans with Lost Mortgage Notes
Schedule V        Exceptions to Seller's Representations and Warranties
Schedule VI       Dates of Shipment of Due Diligence Materials to GMACCM

Exhibit A         Representations and Warranties with Respect to the Mortgage
                  Loans
Exhibit B         Form of Lost Mortgage Note Affidavit
Exhibit C         Form of Assignment of Mortgage(s) and Assignment of Assignment
                  of Lessor's Interests in Leases, Rents and Profits


<PAGE>


                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of December 1, 2002, is made by and between PNC BANK, NATIONAL ASSOCIATION, a
national banking association ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., a Delaware corporation (the "Depositor").

                                    RECITALS

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

            II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Schedule II. Depositor intends to deposit the Mortgage Loans
and other assets into the Trust Fund created pursuant to the Pooling and
Servicing Agreement and to cause the issuance of the Certificates.

                                    AGREEMENT

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

            Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each of the Mortgage Loans listed in the Mortgage Loan Schedule to Wells
Fargo Bank Minnesota, N.A. as trustee (the "Trustee"), against receipt by Seller
of a written receipt, pursuant to an arrangement between Seller and the Trustee;
provided, however, that item (p) in the definition of Mortgage File (Section 3
below) shall be delivered to the Servicer with a copy delivered to the Trustee
for inclusion in the Mortgage File; provided further, that the Seller shall pay
(or cause the related Borrower to pay) any costs of the assignment or amendment
of each letter of credit described under such item (p) required in order for the
Trustee to draw on such letter of credit pursuant to the terms of the Pooling
and Servicing Agreement and shall deliver the related assignment or amendment
documents within thirty (30) days after the Closing Date. In addition, prior to
such assignment or amendment of a letter of credit, the Seller will provide any
additional information or assistance that is required to enable the Servicer to
draw upon the related letter of credit pursuant to the terms of the Pooling and
Servicing Agreement, including, if necessary, drawing on the letter of credit in
its own name pursuant to written instructions to draw from the Servicer and upon
receipt, immediately remitting the proceeds of such draw (or causing such
proceeds to be remitted) to the Servicer.

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

                  (i) Seller shall sell to Depositor, and Depositor shall
            purchase from Seller, the Mortgage Loans pursuant to this Agreement
            for the Mortgage Loan Purchase Price payable in accordance with
            instructions previously provided to Depositor by Seller. The
            Mortgage Loan Purchase Price (as defined herein) shall be paid by
            Depositor to Seller or at its direction by wire transfer in
            immediately available funds to an account designated by Seller on or
            prior to the Closing Date. The "Mortgage Loan Purchase Price" paid
            by Depositor shall be equal to $268,334,969.73.

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

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

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

Section 3. Conveyance of Mortgage Loans. On the Closing Date, Seller shall sell,
convey, assign and transfer, subject to the Servicing Rights Purchase Agreement
dated as of December 23, 2002, between the Seller and Midland Loan Services,
Inc., without recourse except as provided herein, to Depositor, free and clear
of any liens, claims or other encumbrances, all of Seller's right, title and
interest in, to and under each of the Mortgage Loans identified on the Mortgage
Loan Schedule and all property of Seller described in Section 21(b) of this
Agreement, including, without limitation, (i) all scheduled payments of interest
and principal due on or with respect to the Mortgage Loans after the Cut-off
Date and (ii) all other payments of interest, principal or prepayment premiums
received on or with respect to the Mortgage Loans after the Cut-off Date, other
than any such payments of interest, principal or prepayment premiums that were
due on or prior to the Cut-off Date. On or prior to the Closing Date, each
Mortgage File shall be delivered by Seller to the Trustee. Each Mortgage File
shall contain the following documents:

                  (a) the original Note, or with respect to those Mortgage Loans
            listed in Schedule IV hereto, a "lost note affidavit" substantially
            in the form of Exhibit B hereto and a true and complete copy of the
            Note, bearing, or accompanied by, all prior and intervening
            endorsements or assignments showing a complete chain of endorsement
            or assignment from the applicable Originator either in blank or to
            the Seller, and further endorsed (at the direction of the Depositor
            given pursuant to this Agreement) by the 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";

                  (b) 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 Originator to the Seller, in
            each case in the form submitted for recording or, if recorded, with
            evidence of recording indicated thereon;

                  (c) an original assignment of Mortgage substantially in the
            form of Exhibit C hereto (or an alternative form approved by the
            Depositor), in recordable form, either in blank or from the Seller
            (or the 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";

                  (d) 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 Originator of the Mortgage
            Loan to the Seller, in each case in the form submitted for recording
            or, if recorded, with evidence of recording thereon;

                  (e) an original assignment of any related Assignment of Leases
            (if such item is a document separate from the Mortgage),
            substantially in the form of Exhibit C hereto (or an alternative
            form approved by the Depositor), in recordable form, either in blank
            or from the Seller (or the 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";

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

                  (g) an original assignment of any related Security Agreement
            (if such item is a document separate from the Mortgage), either in
            blank or from the Seller or the applicable 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;

                  (h) 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;

                  (i) 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 insurance company, insuring the priority
            of the Mortgage as a first lien on the related Mortgaged Property,
            relating to such Mortgage Loan;

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

                  (k) 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, the applicable title insurance company or the Seller
            that such UCC Financing Statements and continuation statements were
            submitted for filing or recording) sufficient to perfect (and
            maintain the perfection of) the security interest held by the
            Originator of the Mortgage Loan (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;

                  (l) 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;

                  (m) 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;

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

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

                  (p) 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;

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

                  (r) any environmental insurance policies or copies thereof;

                  (s) with respect to any Mortgage Loan, copies of the related
            franchise agreement, if any, and franchisor comfort letters, if any;

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

                  (u) 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, related to the Mortgage Loan; and

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

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

      Notwithstanding the foregoing, in the event that, in connection with any
Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy of any of the documents required to be delivered
pursuant to clauses (b), (d), (h), (k) (other than assignments of UCC financing
statements to be recorded or filed in accordance with the transfer contemplated
by this Agreement) and (l) above with evidence of recording or filing thereon on
the Closing Date, 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, Seller shall deliver, or cause to be delivered, to the
Trustee on or before the Closing Date a photocopy of such non-delivered document
or instrument certified by the applicable public recording or filing office, the
applicable title insurance company or the Seller to be a true and complete copy
of the original thereof submitted for recording or filing, 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, shall be delivered to the Trustee (with
a copy thereof delivered 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 the 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 certified copy.

      Notwithstanding the foregoing, in the event that, in connection with any
Mortgage Loan, the Seller cannot deliver, or cause to be delivered an original,
counterpart or certified copy of any of the documents required to be delivered
pursuant to clauses (b), (d), (h), (k) (other than assignments of UCC financing
statements to be recorded or filed in accordance with the transfer contemplated
by this Agreement) and (l) above 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 this
Agreement 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
by recording or filing) is delivered to the Trustee (with a copy thereof
delivered to the Servicer).

      Notwithstanding the foregoing, in the event that Seller fails to deliver
to the Trustee any UCC-3 assignment on or before the Closing Date as required
above solely because the related UCC-1 financing statement has not been returned
to the Seller by the applicable public recording or filing office, the Seller
shall not be in breach of its obligations with respect to such delivery,
provided that the Seller, promptly upon receipt of the applicable filing
information of the UCC-1 financing statement being so assigned, shall deliver to
the Trustee the original UCC-3 assignment with all appropriate filing
information set forth thereon.

      Notwithstanding the foregoing, Seller may, at its sole cost and expense,
engage a third party contractor to prepare or complete in proper form for filing
and recording any and all assignments of Mortgage, assignments of Assignments of
Leases and assignments of UCC Financing Statements to the Trustee to be
delivered pursuant to clauses (c), (e), (k) and (n) above (collectively, the
"Assignments"), to submit the Assignments for filing or recording, as the case
may be, in the applicable public filing or recording offices and to deliver the
Assignments to the Trustee as the Assignments (or certified copies thereof) are
received from the applicable filing or recording offices with evidence of such
filing or recording indicated thereon. However, in the event the Seller engages
a third party contractor as contemplated in the immediately preceding sentence,
the rights, duties and obligations of the Seller pursuant to this Agreement
remain binding on the Seller.

      For purposes of this Section 3, 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, as the
case may be, in the Mortgage File for each such Crossed Mortgage Loan.

      All documents and records in the 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 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 thirty (30) days after the Closing Date (provided that copies of
instruments and documents which are required to be part of the Mortgage File may
be delivered to the Servicer concurrently with the delivery to the Trustee) and
shall be held by the Servicer as provided in the Pooling and Servicing
Agreement.

      Within three (3) Business Days after the Closing Date, the Seller shall
cause all funds on deposit in escrow accounts maintained with respect to the
Mortgage Loans to be transferred to the Servicer (or a Sub-Servicer at the
direction of the Servicer) for deposit into Servicing Accounts.

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

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

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

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

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

                        (i) the Mortgage Files, subject to the provisions of
                  Sections 1 and 3 of this Agreement, which shall have been
                  delivered to and held by the Trustee on behalf of Seller;

                        (ii) the Mortgage Loan Schedule;

                        (iii) the certificate of Seller, confirming its
                  representations and warranties set forth in Section 6 (subject
                  to the exceptions set forth in Schedule V hereto) as of the
                  Closing Date, with certified copies of the charter, by-laws,
                  and a certificate of good standing dated as of a recent date
                  of Seller;

                        (iv) an opinion or opinions of Seller's counsel, dated
                  the Closing Date, in form acceptable to the Depositor as to
                  various corporate matters and such other matters as shall be
                  reasonably required by the Depositor.

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

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

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

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

            (c) The 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 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. The Seller
      shall 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. Notwithstanding the foregoing,
      no such power of attorney shall be used with respect to any Mortgage Loan
      by or under authorization by any such party 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 one hundred eighty (180) days following the delivery of
      notice of such absence to the Seller, but in no event earlier than
      eighteen (18) months from the Closing Date and (ii) the date (if any) on
      which such Mortgage Loan becomes a Specially Serviced Mortgage Loan.

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

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

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

                  (A) the certificate of Depositor confirming its
            representations and warranties set forth in Section 10 as of the
            Closing Date, with the resolutions of Depositor authorizing the
            transactions set forth therein, together with copies of the charter,
            by-laws and certificate of good standing dated as of a recent date
            of Depositor; and

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

            Section 6. Representations and Warranties of Seller.

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

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

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

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

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

                  (v) No litigation is pending or threatened against the Seller
            which would materially and adversely affect the validity of the
            Mortgage Loans, or the ability of the Seller to carry out any
            transactions relating to the sale of the Mortgage Loans by Seller.

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

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

            If any Certificateholder, the Servicer, the Special Servicer or the
Trustee discovers or receives notice of a breach of any of the representations
or warranties made by the Seller with respect to the Mortgage Loans (subject to
the exceptions to such representations and warranties set forth in Schedule V
hereto), as of the date hereof in Section 6(a)(vi) or as of the Closing Date
pursuant to Section 4(b)(iii) (any such breach, a "Breach") or discovers or
receives notice that (a) any document required to be included in the Mortgage
File related to any Mortgage Loan is not in the Trustee's possession within the
time period required herein or (b) such document has not been properly executed
or is otherwise defective on its face (any of clause (a) or clause (b), a
"Defect" (including the "Defects" specifically identified below) in the related
Mortgage File), such party 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 a Specially Serviced Mortgage Loan) determines that
such Breach or Defect materially and adversely affects the value of any Mortgage
Loan or the interests of the Certificateholders therein (any Breach or Defect
that materially and adversely affects the value of any Mortgage Loan or the
interests of the Certificateholders therein, a "Material Breach" or a "Material
Document Defect," respectively), it shall give prompt written notice of such
Breach or Defect to the Depositor, the Trustee, the Servicer, the Special
Servicer and the Seller and shall request that the Seller, not later than 90
days from the earlier of the receipt by the Seller of such notice or discovery
by the Seller of such Material Breach or Material Document Defect (subject to
the third succeeding paragraph, the "Initial Resolution Period"), (i) cure such
Material Breach or Material Document Defect in all material respects; (ii)
repurchase the affected Mortgage Loan at the applicable Purchase Price (as
defined in the Pooling and Servicing Agreement); or (iii) substitute one or more
Qualified Substitute Mortgage Loans (as defined in the Pooling and Servicing
Agreement) 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 (as defined in the Pooling and Servicing Agreement) in
connection therewith; provided, however, that if (I) such Material Breach or
Material Document Defect is capable of being cured but not within the Initial
Resolution Period, (II) such Material Breach or Material Document Defect is not
related to any Mortgage Loan's not being a "qualified mortgage" (within the
meaning of Section 860G(a)(3) of the Code), (III) the Seller has commenced and
is diligently proceeding with the cure of such Material Breach or Material
Document Defect within the Initial Resolution Period and (IV) the Seller has
delivered to the Servicer, the Rating Agencies and the Trustee an officer's
certificate from an officer of the 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 states that it anticipates that the
cure will be effected within the additional 90-day period, then Seller shall
have an additional 90 days to cure such Material Breach or Material Document
Defect. Notwithstanding the foregoing, if any Breach pertains to a
representation or warranty that the related 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 the Seller shall cure such Breach within the Initial Resolution Period 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 Seller shall have the option to 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 and expenses. Except
as provided in the proviso to the immediately preceding sentence, the Seller
shall remit the amount of such costs and expenses and upon its making such
remittance, the Seller shall be deemed to have cured such Breach in all
respects. Provided that such remittance 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 the Seller shall not be obligated to
repurchase, substitute or otherwise cure such Breach under any circumstances.
With respect to any substitution of one or more Qualified Substitute Mortgage
Loans for a Mortgage Loan hereunder, (A) no such substitution may be made in any
calendar month after the Determination Date for such month; (B) scheduled
payments of principal and interest due with respect to the Qualified Substitute
Mortgage Loan(s) after the related date of substitution shall be part of the
Trust Fund; and (C) scheduled payments of principal and interest due with
respect to such Qualified Substitute Mortgage Loan(s) on or prior to the related
date of substitution shall not be part of the Trust Fund, and the Seller shall
be entitled to receive such payments promptly following receipt by the Servicer
or the Special Servicer, as applicable, under the Pooling and Servicing
Agreement.

            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 Breach or Defect does not otherwise constitute a Material Breach
or a Material Document Defect, as the case may be, as to any related Crossed
Mortgage Loan, then the applicable Material Breach or Material Document Defect
shall be deemed to constitute a Material Breach or a Material Document Defect as
to any related Crossed Mortgage Loan for purposes of the above provisions, and
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 (as defined in the Pooling and Servicing
Agreement) would be satisfied if the Seller were to repurchase or substitute for
only the affected Crossed Mortgage Loan or Loans as to which a Material Breach
or a Material Document Defect had occurred without regard to this paragraph, and
in the case of either of such repurchase or substitution, all of the other
requirements set forth in this Section 7 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 Seller may
elect either to repurchase or substitute for only the affected Crossed Mortgage
Loan or Loans as to which a Material Breach or a Material Document Defect exists
or to repurchase or substitute for all of the Crossed Mortgage Loans in the
related Mortgage Group (defined below). 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. Upon receipt of
written direction from the Special Servicer, the Seller shall deliver or 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 or to pay the cost of such Appraisal otherwise obtained by the
Special Servicer, in each case at the expense of the Seller provided that the
scope and cost of such Appraisal has been approved by the Seller in writing
(such approval not to be unreasonably withheld). For purposes of this paragraph
and Section 8, a "Mortgage Group" is any group of Mortgage Loans identified as a
group of Crossed Mortgage Loans on Schedule III hereto.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Defect" and to be conclusively presumed to materially and
adversely affect the interests of the Certificateholders in the related Mortgage
Loan and to be deemed to materially and adversely affect the interest of the
Certificateholders in and the value of such Mortgage Loan: (a) the absence from
the Mortgage File of the original signed 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 clause (i) 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 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
Defect, and provided further the absence of any required original letter of
credit may be cured by providing a substitute letter of credit or a cash
reserve); or (f) the absence from the Mortgage File of any related ground lease
or a copy thereof.

            In addition, notwithstanding the foregoing, (a) if the Seller has
received written notice that a Mortgage Loan is a Specially Serviced Mortgage
Loan at or before the time that the Seller receives written notice of or
discovers the existence of a Material Document Defect with respect to the
related Mortgage File, the Seller shall not be entitled to any extension of the
Initial Resolution Period with respect to such Mortgage Loan; (b) if the Seller
receives written notice that a Mortgage Loan is a Specially Serviced Mortgage
Loan after the 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 Seller has received
notice of such Mortgage Loan being a Specially Serviced Mortgage Loan; and (c)
prior to the third anniversary (in the case of assignments and other transfer
documents) or the second anniversary (in the case of 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 for purposes of this Section 7 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 Seller within 60 days following its receipt of notice
pursuant to this Section 7 without extension.

            The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds, (a) shall promptly
release, and shall cause the Servicer and the Special Servicer to promptly
release, to Seller all portions of the related Mortgage File and all other
documents pertaining to such Mortgage Loan possessed by such parties (provided
that the Seller shall furnish each such party an executed trust receipt with
respect to the documents surrendered by such party to the Seller) and (b) shall
execute and deliver such endorsements and instruments of transfer or assignment,
in each case without recourse, as shall be necessary to vest in Seller the legal
and beneficial ownership of such Mortgage Loan (including any property acquired
in respect thereof or proceeds of any insurance policy with respect thereto) and
the related Loan Documents. The Depositor or the Servicer, as applicable, shall
deliver to Seller an officer's certificate setting forth the calculation of the
Purchase Price or Substitution Shortfall Amount, as applicable.

            It is understood and agreed that the obligations of the Seller set
forth in this Section 7 to cure, substitute for or repurchase a Mortgage Loan
constitute the sole remedies available to the Depositor, the Certificateholders
or the Trustee on behalf of the Certificateholders respecting any Breach or
Defect affecting such Mortgage Loan.

            Section 8. Crossed Mortgage Loans.

            With respect to any Crossed Mortgage Loan conveyed hereunder, to the
extent that the Seller repurchases or substitutes for an affected Crossed
Mortgage Loan or Loans in the manner prescribed above while the Trustee
continues to hold any related Crossed Mortgage Loan or Loans, the Seller and the
Depositor (on behalf of itself and the Trustee) agree to modify, upon such
repurchase or substitution, the related Loan Documents in a manner such that (a)
the repurchased or substituted Crossed Mortgage Loan or Loans and (b) any
related Crossed Mortgaged Loan or Loans that remain in the Trust would no longer
be either cross-defaulted or cross-collateralized with one another, but only if
the Seller shall have furnished to the Trustee, at Seller's expense, an opinion
of counsel that such modification would be permitted by the applicable REMIC
Provisions. If the Loan Documents are not allowed to be modified as described in
the immediately preceding sentence and the Seller repurchases or substitutes for
an affected Crossed Mortgage Loan or Loans in the manner prescribed above while
the Trustee continues to hold any related Crossed Mortgage Loan or Loans, the
Seller and Depositor (on behalf of itself and the Trustee) agree 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 Loan(s), 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 Loan(s) held by such party. Any reserve or other cash
collateral or letters of credit securing the Crossed Mortgage Loans shall be
allocated between such Mortgage Loans in accordance with the terms of the
applicable Loan Documents, or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. All other terms of the Mortgage Loans
shall remain in full force and effect, without any modification thereof.
Notwithstanding the foregoing, if the Loan Documents with respect to such
Crossed Mortgage Loans are not allowed to be modified as described in the first
sentence of this Section 8, and if the exercise of remedies by either the Seller
or the Trustee with respect to the Primary Collateral securing the Crossed
Mortgage Loan(s) held by such party would impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the
Crossed Mortgage Loan(s) held by such party, the Seller shall not be permitted
to repurchase or substitute for an affected Crossed Mortgage Loan or Loans in
the manner prescribed above while the Trustee continues to hold any related
Crossed Mortgage Loan or Loans, but shall be required to repurchase or
substitute for all of the Crossed Mortgage Loans in the related Mortgage Group.

            Section 9. [Reserved].

            Section 10. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:

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

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

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

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

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

            Section 12. Accountant's Letters. On or before the Closing Date,
Pricewater-houseCoopers LLP will have reviewed the characteristics of the
Mortgage Loans described in (a) the Mortgage Loan Schedule attached hereto and
included in an exhibit to the Pooling and Servicing Agreement and (b) the
computer disk prepared by Seller and provided to Depositor and will compare
those characteristics to, and ensure their agreement with (i) the description of
the Mortgage Loans contained in the Prospectus Supplement and the Offering
Circular, respectively; (ii) original documentation and files of Seller
maintained with respect to each Mortgage Loan; and (iii) if applicable,
information with respect to such Mortgage Loans contained in the report on Form
8-K to be filed by Depositor with the Commission in connection with the offering
of the Certificates. Seller will cooperate with Depositor and
PricewaterhouseCoopers LLP in making available all information and taking all
steps reasonably necessary to permit such accountants to complete the review set
forth in this Section 12 and to deliver the letters required of them under the
Underwriting Agreement and the Certificate Purchase Agreement.

            Section 13. Expenses; Recording Costs. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees incurred by the
Trustee or its designee in connection with the recording or filing of the Loan
Documents to be recorded or filed as provided in Section 3 of this Agreement. In
the event Seller elects to engage a third party contractor to prepare, complete,
file and record Assignments with respect to Mortgage Loans as provided in
Section 3, Seller shall contract directly with such contractor and shall be
responsible for such contractor's compensation and reimbursement of recording
and filing fees and other reimbursable expenses pursuant to their agreement.

            Section 14. Notices. All communications hereunder will be in writing
and effective only upon receipt, and, (a) if sent to Depositor, will be mailed,
delivered or telecopied and confirmed to it at Credit Suisse First Boston
Mortgage Securities Corp., Eleven Madison Avenue, 5th Floor, New York, New York
10010, Attention: Edmund Taylor, with a copy to Pamela McCormack, Esq.,
Compliance Department, Telecopy No.: (212) 325-8282; and (b) if sent to Seller,
will be mailed, delivered or telecopied to it at 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 No.: (913) 253-9001, with a copy
to PNC Bank, National Association, One PNC Plaza, 21st Floor, 249 Fifth Avenue,
Pittsburgh, Pennsylvania 15222, Attention: Gretchen Lengel Kelly, Telecopy No.:
(412) 762-4334, or in the case of any such party, to such other address or
telecopy number as such party may hereafter furnish to the other party by like
notice.

            Section 15. Examination of Mortgage Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.

            Section 16. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors,
permitted assigns and legal representatives, and nothing expressed in this
Agreement is intended or shall be construed to give any other Person any legal
or equitable right, remedy or claim under or in respect of this Agreement, or
any provisions herein contained, this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such Persons and for the benefit of no other Person; it being
understood that (a) the indemnities of Seller contained in that certain
Indemnification Agreement dated December 11, 2002 among Seller, Depositor and
the Underwriters, subject to all limitations therein contained, shall also be
for the benefit of the officers and directors of Depositor, the Underwriters and
the Initial Purchaser and any person or persons who control Depositor, the
Underwriters and the Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, and (b) the rights of
Depositor pursuant to this Agreement, subject to all limitations herein
contained, including those set forth in Section 7 of this Agreement, may be
assigned to the Trustee as may be required to effect the purposes of the Pooling
and Servicing Agreement and, upon such assignment, the Trustee shall succeed to
such rights of Depositor hereunder, provided that the Trustee shall have no
right to further assign such rights to any other Person. No owner of a
Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assign because of such ownership.

            Section 17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.

            Section 18. Severability. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.

            Section 19. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other parties
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.

            Section 20. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.

            Section 21. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:

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

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

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

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

                  (iii) all cash and non-cash proceeds of the collateral
            described in (i) and (ii) above payable after the Cut-off Date;

            (c) the possession by Depositor or its assignee of the Mortgage
      Notes, the Mortgages and such other goods, letters of credit, advices of
      credit, instruments, money, documents, chattel paper or certificated
      securities shall be deemed to be possession by the secured party or
      possession by a purchaser or a person designated by him or her, for
      purposes of perfecting the security interest pursuant to the Uniform
      Commercial Code (including, without limitation, Sections 9-306, 9-313 and
      9-314 thereof) as in force in the relevant jurisdiction; and

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

            Section 22. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.

                      [Signatures appear on the next page.]



<PAGE>


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


                                          PNC BANK, NATIONAL ASSOCIATION,
                                          as Seller


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



                                          CREDIT SUISSE FIRST BOSTON MORTGAGE
                                          SECURITIES CORP.,
                                            as Depositor


                                          By:
                                               ---------------------------------
                                          Name:
                                                --------------------------------
                                          Title: Vice President
<PAGE>


                                   SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of December 1, 2002, between PNC Bank, National Association (the "Seller") and
Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor").
Capitalized terms used herein without definition have the meanings given them in
or by reference in the Agreement or, if not defined in the Agreement, in the
Pooling and Servicing Agreement.

            "Assignments" shall have the meaning given such term in Section 3 of
this Agreement.

            "Borrower" means the borrower under a Mortgage Loan.

            "Breach" shall have the meaning given such term in Section 7 of this
Agreement.

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated December 11, 2002, between Depositor and the Initial Purchaser.

            "Certificates" means each class of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2002-CP5.

            "Closing" shall have the meaning given such term in Section 2 of
this Agreement.

            "Closing Date" means December 23, 2002.

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

            "Crossed Mortgage Loan" means any Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Mortgage Loan.

            "Cut-off Date" means, the applicable Due Date for each Mortgage Loan
occurring in December 2002.

            "Defect" shall have the meaning given such term in Section 7 of this
Agreement.

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

            "Initial Purchaser" means Credit Suisse First Boston Corporation.

            "Initial Resolution Period" shall have the meaning given such term
in Section 7 of this Agreement.

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

            "Material Breach" shall have the meaning given such term in Section
7 of this Agreement.

            "Material Document Defect" shall have the meaning given such term in
Section 7 of this Agreement.

            "Mortgage File" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to Section 3 of this Agreement (subject to the first proviso in
Section 1).

            "Mortgage Group" shall have the meaning given such term in Section 7
of this Agreement.

            "Mortgage Loan Pool" means the pool of commercial and multifamily
mortgage loans which are the primary assets of the Trust Fund under the Pooling
and Servicing Agreement.

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

            "Mortgage Loan Schedule" shall have the meaning given such term in
Recital II of this Agreement.

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

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

            "Offering Circular" means the confidential offering circular dated
December 11, 2002, describing certain classes of the Certificates.

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

            "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of
December 1, 2002, among the Depositor, Midland Loan Services, Inc., as Servicer,
GMAC Commercial Mortgage Corporation, as Special Servicer, and the Trustee.

            "Primary Collateral" means 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.

            "Prospectus" means the Prospectus of the Depositor, dated December
2, 2002.

            "Prospectus Supplement" means the Prospectus Supplement, dated
December 11, 2002, relating to the Offered Certificates.

            "Trustee" shall have the meaning given such term in Section 1 of
this Agreement.

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

            "Underwriting Agreement" means the Underwriting Agreement, dated
December 11, 2002, between Depositor and the Underwriters.
<PAGE>

                                   SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

--------------------------------------------------------------------------------
    Number              Property Name                      Address
--------------------------------------------------------------------------------
       8        Golden Triangle I & II        7833 & 7855 Walker Drive
--------------------------------------------------------------------------------
      12        Mountain Run Apartments       5800 Eubank Boulevard Northeast
--------------------------------------------------------------------------------
      13        River Pointe Apartment Homes  1600 River Pointe Drive
--------------------------------------------------------------------------------
      16        Metaldyne Portfolio           Various
--------------------------------------------------------------------------------
      16A       Metaldyne Precision Forming   18450 Fifteen Mile Road
                (Fraser)
--------------------------------------------------------------------------------
      16B       Metaldyne Precision Forming   567 Elm Ridge Road
                (Canal Fulton)
--------------------------------------------------------------------------------
      16C       Metaldyne Tubular Products    10769 Plaza Drive
                (Green Oak)
--------------------------------------------------------------------------------
      16D       Metaldyne Fittings (Livonia)  12955 Inkster Road
--------------------------------------------------------------------------------
      16E       Metaldyne Powertrain/NVH      39 East State Street
                (Middleville)
--------------------------------------------------------------------------------
      16F       Metaldyne Sintered            3100 North State Highway 3
                Components (North Vernon)
--------------------------------------------------------------------------------
      18        Century Plaza Apartments      3300-3310 East Rancier Avenue
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
      19        Caesar's Palace Apts          600 West Hallmark Avenue
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
      20        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
--------------------------------------------------------------------------------
      25        GenCorp Building              36600 Corporate Drive
--------------------------------------------------------------------------------
      30        The Plaza                     13610 North Scottsdale Road
--------------------------------------------------------------------------------
      34        Arrowhead Palms               7369-7439 West Bell Road
--------------------------------------------------------------------------------
      38        Bayshore Medical Office       3333 Bayshore Boulevard
                Building
--------------------------------------------------------------------------------
      39        Plaza at Crystal Run          400 North Galleria Drive
--------------------------------------------------------------------------------
      45        Fondren Road Plaza Shopping   7030 Bissonnet Street
                Center
--------------------------------------------------------------------------------
      46        Lake Arbor Village Shopping   10001 Lake Arbor Way
                Center
--------------------------------------------------------------------------------
      47        University Business Center    19-33  Needham Street
--------------------------------------------------------------------------------
      52        Whole Foods Market            7401 W 91st Street
--------------------------------------------------------------------------------
      55        Kingswood Apartments          3400 Joyce Lane
--------------------------------------------------------------------------------
      59        Oak Glen Apartments           4420 Saturn Road
--------------------------------------------------------------------------------
      63        Freeway Executive Center      10429 South 51st Street
--------------------------------------------------------------------------------
      67        Eastpoint Marketplace         6790-7040 East 22nd Street
--------------------------------------------------------------------------------
      68        Durham Business Center        16520 Southwest Upper Boones
                                              Ferry Road
--------------------------------------------------------------------------------
      70        Cedar Pointe Apartment Homes  7610 Fallbrook Drive
--------------------------------------------------------------------------------
      71        Walgreens Center              230 and 250 North La Brea Avenue
--------------------------------------------------------------------------------
      88        Lakewood Industrial Park      1957 Rutgers University Boulevard
--------------------------------------------------------------------------------
      94        Snowden Medical Offices       111,121, 211,301, and 321 Park
                                              Hill Drive
--------------------------------------------------------------------------------
      95        Shoppes at Thoroughbred       420 Cool Springs Boulevard
--------------------------------------------------------------------------------
      99        38th Street Plaza             3720-3752 East Indian School Road
--------------------------------------------------------------------------------
      104       ASG Group II                  125 Bryant Woods South
--------------------------------------------------------------------------------
      116       Lake Sahara Plaza             8683 West Sahara Avenue
--------------------------------------------------------------------------------
      117       Lock-it Lockers               6560 E. Tanque Verde Road
--------------------------------------------------------------------------------
      119       Country Club Self Storage     5400 Rio Bravo
--------------------------------------------------------------------------------
      123       Chapel Ridge Apartments       1085 Holiday Drive
--------------------------------------------------------------------------------
      126       National Self Storage-ALB     5419 Academy Road Northeast
--------------------------------------------------------------------------------
      136       Swansgate III Apartments      1023 & 1053 Futrell Drive
--------------------------------------------------------------------------------


<PAGE>
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
                                                                  Net
                                                                Mortgage                                                   Remaining
       City                  State        Zip Code      Rate      Rate           Original Balance       Cut-off Balance       Term
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>        <C>        <C>            <C>                   <C>                    <C>
Greenbelt                      MD            20770      6.00%      5.903%         $28,000,000.00        $27,972,125.85         119
--------------------------------------------------------------            ---------------------------------------------
Albuquerque                    NM            87111      6.63%      6.548%         $18,500,000.00        $18,441,117.01         116
--------------------------------------------------------------            ---------------------------------------------
Conroe                         TX            77304      7.09%      7.008%         $16,400,000.00        $16,343,019.80         115
--------------------------------------------------------------            ---------------------------------------------
Various                        Various       Various    6.50%      6.368%         $15,000,000.00        $14,979,968.93         119
--------------------------------------------------------------            ---------------------------------------------
Fraser                         MI            48026      6.50%      6.368%          $5,925,000.00         $5,917,088.00         119
--------------------------------------------------------------            ---------------------------------------------
Canal Fulton                   OH            44614      6.50%      6.368%          $1,575,000.00         $1,572,897.00         119
--------------------------------------------------------------            ---------------------------------------------
Green Oak Township             MI            48189      6.50%      6.368%          $1,200,000.00         $1,198,398.00         119
--------------------------------------------------------------            ---------------------------------------------
Livonia                        MI            48150      6.50%      6.368%          $1,500,000.00         $1,497,997.00         119
--------------------------------------------------------------            ---------------------------------------------
Middleville                    MI            49333      6.50%      6.368%          $2,550,000.00         $2,546,595.00         119
--------------------------------------------------------------            ---------------------------------------------
North Vernon                   IN            47266      6.50%      6.368%          $2,250,000.00         $2,246,995.00         119
--------------------------------------------------------------            ---------------------------------------------
Killeen                        TX            76543      6.92%      6.838%          $5,600,000.00         $5,560,654.30         114
--------------------------------------------------------------            ---------------------------------------------
Killeen                        TX            76541      6.92%      6.838%          $5,175,000.00         $5,138,640.31         114
--------------------------------------------------------------            ---------------------------------------------
Killeen                        TX            76541      6.92%      6.838%          $1,600,000.00         $1,588,758.39         114
--------------------------------------------------------------            ---------------------------------------------
Oklahoma City                  OK            73120      7.23%      7.128%         $12,281,000.00        $12,229,919.37         114
--------------------------------------------------------------            ---------------------------------------------
Bloomfield                     MI            48304      6.45%      6.318%         $12,000,000.00        $11,980,194.68         118
--------------------------------------------------------------            ---------------------------------------------
Los Angeles                    CA            90068      6.60%      6.498%         $11,750,000.00        $11,739,582.59         119
--------------------------------------------------------------            ---------------------------------------------
Farmington Hills               MI            48333      6.50%      6.368%         $11,500,000.00        $11,481,239.02         118
--------------------------------------------------------------            ---------------------------------------------
Scottsdale                     AZ            85254      6.50%      6.368%          $9,600,000.00         $9,591,321.47         119
--------------------------------------------------------------            ---------------------------------------------
Peoria                         AZ            85382      7.00%      6.868%          $9,000,000.00         $8,973,770.37         116
--------------------------------------------------------------            ---------------------------------------------
Pasadena                       TX            77504      7.08%      6.958%          $7,500,000.00         $7,483,221.32         117
--------------------------------------------------------------            ---------------------------------------------
Middletown                     NY            10941      6.60%      6.518%          $7,425,000.00         $7,406,509.95         117
--------------------------------------------------------------            ---------------------------------------------
Houston                        TX            77074      6.90%      6.718%          $6,500,000.00         $6,484,856.01         117
--------------------------------------------------------------            ---------------------------------------------
Mitchellville                  MD            20721      7.00%      6.868%          $6,150,000.00         $6,132,076.42         116
--------------------------------------------------------------            ---------------------------------------------
Newton                         MA            02464      6.40%      6.288%          $6,050,000.00         $6,044,423.56          83
--------------------------------------------------------------            ---------------------------------------------
Overland Park                  KS            66212      6.70%      6.618%          $5,750,000.00         $5,735,993.34         117
--------------------------------------------------------------            ---------------------------------------------
Denton                         TX            76207      6.95%      6.818%          $5,600,000.00         $5,583,481.08          56
--------------------------------------------------------------            ---------------------------------------------
Garland                        TX            75041      6.95%      6.868%          $5,320,000.00         $5,304,307.01          56
--------------------------------------------------------------            ---------------------------------------------
Phoenix                        AZ            85044      6.70%      6.568%          $4,900,000.00         $4,888,063.88         117
--------------------------------------------------------------            ---------------------------------------------
Tucson                         AZ            85710      7.00%      6.868%          $4,480,000.00         $4,469,794.43         117
--------------------------------------------------------------            ---------------------------------------------
Durham                         OR            97224      6.60%      6.468%          $4,375,000.00         $4,371,121.18         119
--------------------------------------------------------------            ---------------------------------------------
Houston                        TX            77086      6.70%      6.568%          $4,040,000.00         $4,030,158.80         117
--------------------------------------------------------------            ---------------------------------------------
Inglewood                      CA            90301      6.65%      6.568%          $4,012,500.00         $4,008,977.10         119
--------------------------------------------------------------            ---------------------------------------------
Lakewood                       NJ            8701       7.00%      6.888%          $3,150,000.00         $3,140,819.61         116
--------------------------------------------------------------            ---------------------------------------------
Fredericksburg                 VA            22401      7.00%      6.868%          $2,625,000.00         $2,619,020.18         117
--------------------------------------------------------------            ---------------------------------------------
Franklin                       TN            37067      7.57%      7.438%          $2,561,000.00         $2,549,828.81         113
--------------------------------------------------------------            ---------------------------------------------
Phoenix                        AZ            85018      6.60%      6.498%          $2,400,000.00         $2,396,175.10         118
--------------------------------------------------------------            ---------------------------------------------
Amherst                        NY            14228      7.92%      7.788%          $2,229,000.00         $2,214,049.00         113
--------------------------------------------------------------            ---------------------------------------------
Las Vegas                      NV            89117      7.25%      7.118%          $1,500,000.00         $1,497,956.56         118
--------------------------------------------------------------            ---------------------------------------------
Tucson                         AZ            85715      6.92%      6.838%          $1,425,000.00         $1,416,822.42          55
--------------------------------------------------------------            ---------------------------------------------
Santa Teresa                   NM            88008      7.41%      7.228%          $1,225,000.00         $1,214,445.35         112
--------------------------------------------------------------            ---------------------------------------------
Forrest City                   AR            72335      8.03%      7.848%          $1,150,000.00         $1,147,420.93         176
--------------------------------------------------------------            ---------------------------------------------
Albuquerque                    NM            87109      6.75%      6.668%          $1,065,000.00         $1,063,632.42          59
--------------------------------------------------------------            ---------------------------------------------
Myrtle Beach                   SC            29577      8.75%      8.668%            $745,000.00           $743,378.97         175
--------------------------------------------------------------            ---------------------------------------------
</TABLE>
<PAGE>
<TABLE>
---------------------------------------------------------------------------------------------------------------------------
                                                      Remaining                                                   Interest
     Maturity Date           Original Amort Term      Amort Term          Monthly Payment           Units/SF    Calculation
---------------------------------------------------------------------------------------------------------------------------
<S>     <C>                            <C>                 <C>               <C>                     <C>        <C>
        11/01/12                       360                 359               $167,874.15             241942     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        08/01/12                       360                 356               $118,518.70                472     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        07/01/12                       360                 355               $110,102.68                300     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       300                 299               $101,281.07             607044     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       300                 299                $40,006.02              58745     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       300                 299                $10,634.51             186443     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       300                 299                 $8,102.49              41230     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       300                 299                $10,128.11              60390     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       300                 299                $17,217.78             124736     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       300                 299                $15,192.16             135500     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        06/01/12                       300                 294                $39,294.30                256     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        06/01/12                       300                 294                $36,312.15                249     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        06/01/12                       300                 294                $11,226.94                117     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        06/01/12                       360                 354                $83,611.54                628     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        10/01/12                       360                 358                $75,454.00             89,751     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       360                 359                $75,042.41              84115     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        10/01/12                       360                 358                $72,687.82             74,000     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       360                 359                $60,678.53              67441     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        08/01/12                       360                 356                $59,877.22             77,649     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        09/01/12                       360                 357                $50,301.29             67,611     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        09/01/12                       360                 357                $47,420.42             95,241     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        09/01/12                       360                 357                $42,809.01             93,396     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        08/01/12                       360                 356                $40,916.10             57,448     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/09                       360                 359                $37,843.11              64254     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        09/01/12                       360                 357                $37,103.48             45,492     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        08/01/07                       360                 356                $37,069.08                200     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        08/01/07                       360                 356                $35,215.63                150     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        09/01/12                       360                 357                $31,618.62             39,601     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        09/01/12                       360                 357                $29,805.55             62,247     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       360                 359                $27,941.32              33847     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        09/01/12                       360                 357                $26,069.23                144     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/12                       360                 359                $25,758.84              35490     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        08/01/12                       360                 356                $20,957.03             79,050     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        09/01/12                       360                 357                $17,464.19             19,400     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        05/01/12                       360                 353                $18,029.80             14,883     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        10/01/12                       360                 358                $15,327.81             23,030     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        05/01/12                       300                 293                $17,085.82             16,817     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        10/01/12                       360                 358                $10,232.64             12,057     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        07/01/07                       300                 295                 $9,999.00                598     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        04/01/12                       300                 292                 $8,981.05                386     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        08/01/17                       360                 356                 $8,462.36                 64     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        11/01/07                       300                 299                 $7,358.21                479     Actual/360
------------------------------------------------                  ---------------------------------------------------------
        07/01/17                       360                 355                 $5,860.92                 64     Actual/360
------------------------------------------------                  ---------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
 Primary           Master
Servicing        Servicing      Trustee
   Fee               Fee           Fee      Due Date     ARD       Lockout/Defeasance     Environmental Insurance
-----------------------------------------------------------------------------------------------------------------
<S>                 <C>          <C>       <C>          <C>       <C>                     <C>
     0.075%         0.02%        0.002%           1       No       Lock/113_0%/7                    No
                                           ---------               ----------------------------------------------
      0.06%         0.02%        0.002%           1       No       Lock/59_YM1/57_0%/4              No
                                           ---------               ----------------------------------------------
      0.06%         0.02%        0.002%           1       No       Lock/35_YM1/81_0%/4              No
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.06%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.06%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.06%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.08%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.08%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.10%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.06%         0.02%        0.002%           1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.16%         0.02%        0.002%           1       No       Lock/35_YM1/81_0%/4              Yes
                                           ---------               ----------------------------------------------
      0.11%         0.02%        0.002%           1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.09%        0.02%          0.002%          1       No       Lock/80_0%/4                     Yes
                                           ---------               ----------------------------------------------
      0.06%        0.02%          0.002%          1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.11%        0.02%          0.002%          1       No       Lock/56_0%/4                     No
                                           ---------               ----------------------------------------------
      0.06%        0.02%          0.002%          1       No       Lock/56_0%/4                     No
                                           ---------               ----------------------------------------------
      0.11%        0.02%          0.002%          1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.11%        0.02%          0.002%          1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.11%        0.02%          0.002%          1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.11%        0.02%          0.002%          1       No       Lock/35_YM1/81_0%/4              No
                                           ---------               ----------------------------------------------
      0.06%        0.02%          0.002%          1       No       Lock/116_0%/4                    No
                                           ---------               ----------------------------------------------
      0.09%        0.02%          0.002%          1       No       Lock/59_YM1/57_0%/4              Yes
                                           ---------               ----------------------------------------------
      0.11%        0.02%          0.002%          1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.11%        0.02%          0.002%          1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.08%        0.02%          0.002%          1       No       Lock/113_0%/7                    Yes
                                           ---------               ----------------------------------------------
      0.11%        0.02%          0.002%          1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.11%        0.02%          0.002%          1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.06%        0.02%          0.002%          1       No       Lock/56_0%/4                     Yes
                                           ---------               ----------------------------------------------
      0.16%        0.02%          0.002%          1       No       Lock/116_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.16%        0.02%          0.002%          1       No       Lock/176_0%/4                    Yes
                                           ---------               ----------------------------------------------
      0.06%        0.02%          0.002%          1       No       Lock/56_0%/4                     Yes
                                          ----------               ----------------------------------------------
      0.06%        0.02%          0.002%          1       No       Lock/176_0%/4                    Yes
                                           ---------               ----------------------------------------------

</TABLE>
-------------------------------------
  Earthquake   Ground      Letter of
  Insurance      Lease        Credit
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             Yes       Yes
-----------------------
No             Yes       Yes
-----------------------
No             Yes       Yes
-----------------------
No             Yes       Yes
-----------------------
No             Yes       Yes
-------------------------------------
No             Yes       Yes
-------------------------------------
No             Yes       Yes
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        Yes
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        Yes
-------------------------------------
No             No        Yes
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-------------------------------------
No             Yes       No
-------------------------------------
No             No        No
-------------------------------------
No             No        No
-----------------------
No             No        No
-----------------------
No             No        No
-----------------------
No             No        No
-----------------------
No             No        No
-----------------------
<PAGE>


                                  SCHEDULE III

                   MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS


Century Plaza Apartments
Caesar's Palace Apartments
Commander's Palace Apartments





<PAGE>


                                   SCHEDULE IV

                         MORTGAGE LOANS WITH LOST NOTES

                                      NONE







<PAGE>


                                   SCHEDULE V

              EXCEPTIONS TO SELLER'S REPRESENTATIONS AND WARRANTIES

            Reference is made to the Representations and Warranties set forth in
Exhibit A corresponding to the numbers set forth below:

Exceptions to paragraphs 4,5, and 44:
940922931 SWANSGATE III APARTMENTS. The City of Myrtle Beach, South Carolina,
possesses a right to have title to this Mortgaged Property revert to the City,
free and clear of this Mortgage Loan, if this Mortgaged Property ceases to be
used as affordable housing for senior citizens for more than 60 days after
notice to the mortgagee.

Exceptions to paragraph 6:
940929815 MOUNTAIN RUN. The Borrower signed a modification to the Promissory
Note on 11/20/02 changing the monthly payment grace days from 15 days to 5 days.
940930143 GENCORP BUILDING. Approval and subordination of a proposed storm water
retention and discharge restriction system required by the City of Farmington
Hills, MI pursuant to its most recent "as built" review of the construction
plans of the collateral property.

Exceptions to paragraph 14:
The following Mortgage Loans do not have insurance policies in place covering
acts of terrorism or damages related thereto: 940927816 LAKE ARBOR VILLAGE
SHOPPING CENTER 940929423 FONDREN ROAD PLAZA SHOPPING CENTER 940929462 CENTURY
PLAZA APARTMENTS 940929522 QUAIL RIDGE APARTMENTS 940929525 CHAPEL RIDGE
APARTMENTS 940929631 RIVER POINTE APARTMENT HOMES 940929641 KINGSWOOD APARTMENTS
940929642 OAK GLEN APARTMENTS 940929755 LAKE SAHARA PLAZA 940929771 CAESAR'S
PALACE APARTMENTS 940929772 COMMANDER'S PALACE APARTMENTS 940929796 BARHAM PLAZA
940929815 MOUNTAIN RUN APARTMENTS 940929834 METALDYNE PORTFOLIO 940930092 CEDAR
POINTE APARTMENTS

Exceptions to paragraph 18:
940929834 METALDYNE PORTFOLIO. With respect to the ground lease applicable to
the truck parking and turnaround portion of the Mortgaged Property for this
Mortgage Loan, the mortgagee is required to cure any borrower defaults within 60
days after the expiration of any cure period available to the borrower under
such ground lease.

Exceptions to paragraph 26:
The following Mortgage Loans are encumbered by subordinate mortgages:
940922931 SWANSGATE III APARTMENTS
940929525 CHAPEL RIDGE APARTMENTS
940929464 ARROWHEAD PALMS

Exceptions to paragraph 37:
None of the Mortgage Loans provides for acceleration of indebtedness if, without
the consent of the holder of the related Mortgage Loan, a majority interest in
the related Borrower is transferred by virtue of an involuntary change in
ownership resulting from a death or physical or mental disability.

Exception to paragraph 42:
940929725 EASTPOINT MARKETPLACE. The tax parcel for the Mortgaged Property
includes additional property that is not part of the collateral for the Mortgage
Loan. Under the Mortgage Loan, the borrower is required to make escrow payments
to pay the taxes with respect to the entire tax parcel, and such escrow payments
were included in the underwritten cash flow for the loan.

Exceptions to paragraph 49:
The following Mortgage Loans hold only the borrower liable for (i) fraud, (ii)
misapplication or misappropriation of rents, insurance payments, condemnation
awards or tenant security deposits, (iii) intentional acts of waste, or (iv)
violation of applicable environmental laws or breaches of environmental
covenants:
940929815 MOUNTAIN RUN
940929834 METALDYNE INDUSTRIAL PORTFOLIO




<PAGE>


                                   SCHEDULE VI

             DATES OF SHIPMENT OF DUE DILIGENCE MATERIALS TO GMACCM

            -------------------------------------------------------
            Asset Number          Property Name          Date
                                                         Entire
                                                         File
                                                         Sent to
                                                         Buyer
            -------------------------------------------------------
            ---------------------------------------------
            940922931     Swansgate III Apartments       9/26/2002
            ---------------------------------------------
            940926885     ASG Group II                   10/7/2002
            ---------------------------------------------
            940927816     Lake Arbor Village Shopping    9/26/2002
                          Center
            ---------------------------------------------
            940928158     Shoppes at Thoroughbred        9/26/2002
            ---------------------------------------------
            940929038     Country Club Self Storage      9/26/2002
            ---------------------------------------------
            940929208     Snowden Medical Offices        9/26/2002
            ---------------------------------------------
            940929397     38th Street Plaza              10/3/2002
            ---------------------------------------------
            940929423     Fondren Road Plaza Shopping    10/8/2002
                          Center
            ---------------------------------------------
            940929462     Century Plaza Apartments       9/26/2002
            ---------------------------------------------
            940929464     Arrowhead Palms                10/8/2002
            ---------------------------------------------
            940929522     Quail Ridge Apartments         9/26/2002
            ---------------------------------------------
            940929525     Chapel Ridge Apartments        10/3/2002
            ---------------------------------------------
            940929537     Whole Foods Market             9/26/2002
            ---------------------------------------------
            940929559     Freeway Executive Center       9/26/2002
            ---------------------------------------------
            940929589     The Plaza                      10/7/2002
            ---------------------------------------------
            940929591     University Business Center     10/3/2002
            ---------------------------------------------
            940929631     River Pointe Apartment Homes   9/26/2002
            ---------------------------------------------
            940929641     Kingswood Apartments           9/26/2002
            ---------------------------------------------
            940929642     Oak Glen Apartments            9/26/2002
            ---------------------------------------------
            940929644     Lakewood Industrial Park       9/26/2002
            ---------------------------------------------
            940929656     Bayshore Medical Office        9/26/2002
                          Building
            ---------------------------------------------
            940929701     Lock-it Lockers                9/26/2002
            ---------------------------------------------
            940929725     Eastpoint Marketplace          10/8/2002
            ---------------------------------------------
            940929748     National Self Storage-ALB      10/3/2002
            ---------------------------------------------
            940929755     Lake Sahara Plaza              10/3/2002
            ---------------------------------------------
            940929771     Caesar's Palace Apts           9/26/2002
            ---------------------------------------------
            940929772     Commander's Palace Apartments  9/26/2002
            ---------------------------------------------
            940929796     Barham Plaza                   10/3/2002
            ---------------------------------------------
            940929809     Plaza at Crystal Run           9/26/2002
            ---------------------------------------------
            940929815     Mountain Run Apartments        9/26/2002
            ---------------------------------------------
            940929834     Metaldyne Precision            10/28/2002
                          Forming(Fraser)
            ---------------------------------------------
            940929834     Metaldyne Precision            10/28/2002
                          Forming(Canal Fulton
            ---------------------------------------------
            940929834     Metaldyne Tubular Products     10/28/2002
                          (Green Oak)
            ---------------------------------------------
            940929834     Metaldyne Fittings (Livonia,   10/28/2002
                          MI)
            ---------------------------------------------
            940929834     Metaldyne Powertrain/NVH       10/28/2002
                          (Middleville, M
            ---------------------------------------------
            940929834     Metaldyne Sintered Components  10/28/2002
                          (North Ver
            ---------------------------------------------
            940929954     Durham Business Center         10/3/2002
            ---------------------------------------------
            940930092     Cedar Point Apartment Homes    9/26/2002
            ---------------------------------------------
            940930106     2600 Telegraph Road            10/3/2002
            ---------------------------------------------
            940930143     GenCorp Building               10/3/2002
            ---------------------------------------------
            940930157     WALGREENS CENTER               10/28/2002
            ---------------------------------------------
            940930461     Golden Triangle I & II         11/7/2002
            ---------------------------------------------
<PAGE>


                                    EXHIBIT A


                 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
                               THE MORTGAGE LOANS

            FOR PURPOSES OF THIS EXHIBIT, THE PHRASES "TO THE KNOWLEDGE OF
SELLER" OR "TO THE SELLER'S KNOWLEDGE" SHALL MEAN, EXCEPT WHERE OTHERWISE
EXPRESSLY SET FORTH BELOW, THE ACTUAL STATE OF KNOWLEDGE OF THE SELLER REGARDING
THE MATTERS REFERRED TO, IN EACH CASE (I) AFTER HAVING CONDUCTED SUCH INQUIRY
AND DUE DILIGENCE INTO SUCH MATTERS AS WOULD BE CUSTOMARILY PERFORMED BY PRUDENT
COMMERCIAL OR MULTIFAMILY MORTGAGE LENDERS, AS APPLICABLE, WITH RESPECT TO
SIMILAR MORTGAGE LOANS OR SIMILAR MORTGAGED PROPERTIES AT THE TIME OF THE
ORIGINATION OF THE PARTICULAR MORTGAGE LOAN AND (II) SUBSEQUENT TO SUCH
ORIGINATION, UTILIZING THE SERVICING AND MONITORING PRACTICES CUSTOMARILY
UTILIZED BY PRUDENT COMMERCIAL OR MULTIFAMILY MORTGAGED LOAN SERVICERS WITH
RESPECT TO SECURITIZABLE COMMERCIAL OR MULTIFAMILY, AS APPLICABLE, MORTGAGE
LOANS, INCLUDING INQUIRY WITH A REPRESENTATIVE OF THE LOAN SERVICER DESIGNATED
AS THE PARTY RESPONSIBLE FOR THE KNOWLEDGE OF THE SERVICER PERTAINING TO SUCH
MORTGAGE LOAN, AND THE PHRASES "TO THE ACTUAL KNOWLEDGE OF THE SELLER" OR "TO
THE SELLER'S ACTUAL KNOWLEDGE" SHALL MEAN, EXCEPT WHERE OTHERWISE EXPRESSLY SET
FORTH BELOW, THE ACTUAL STATE OF KNOWLEDGE OF THE SELLER REGARDING THE MATTERS
REFERRED TO, IN EACH CASE WITHOUT HAVING CONDUCTED ANY INDEPENDENT INQUIRY OR
DUE DILIGENCE WITH RESPECT TO SUCH MATTERS AND WITHOUT ANY ACTUAL OR IMPLIED
OBLIGATION TO HAVE DONE SO. ALL INFORMATION CONTAINED IN DOCUMENTS WHICH ARE
PART OF OR REQUIRED TO BE PART OF A MORTGAGE FILE SHALL BE DEEMED TO BE WITHIN
THE KNOWLEDGE AND THE ACTUAL KNOWLEDGE OF THE SELLER. FOR PURPOSES OF THE
REPRESENTATIONS AND WARRANTIES SET FORTH BELOW IN (A) THE SECOND SENTENCE OF
PARAGRAPH 7, (B) PARAGRAPH 25 AND (C) PARAGRAPH 36, THE PHRASES "TO THE SELLER'S
KNOWLEDGE" OR "TO THE SELLER'S ACTUAL KNOWLEDGE" SHALL ALSO INCLUDE THE ACTUAL
STATE OF KNOWLEDGE OF THE INDIVIDUAL(S) RESPONSIBLE FOR SERVICING THE RELATED
MORTGAGE LOAN OR LOANS ON BEHALF OF THE SELLER'S LOAN SERVICER REGARDING THE
MATTERS REFERRED TO, IN EACH CASE WITHOUT HAVING CONDUCTED ANY INDEPENDENT
INQUIRY OR DUE DILIGENCE WITH RESPECT TO SUCH MATTERS AND WITHOUT ANY ACTUAL OR
IMPLIED OBLIGATION TO HAVE DONE SO.

            The Seller hereby represents and warrants, subject to the exceptions
set forth in Schedule V, with respect to the Mortgage Loans that, as of the date
hereinbelow specified or, if no such date is specified, as of the date hereof:

            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true, complete (in
accordance with the requirements of the definition of Mortgage Loan Schedule in
the Pooling and Servicing Agreement) and correct in all material respects as of
the dates of the information set forth therein (or, if not set forth therein,
and in all events no earlier than, as of the Due Dates of the Mortgage Loans in
December 2002).

            2. Ownership of Mortgage Loans. Immediately prior to the transfer to
the Depositor of the Mortgage Loans, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Depositor free and clear of any and all pledges, liens, charges, security
interests and/or other encumbrances. Subject to the completion of the names and
addresses of the assignees and endorsees and any missing recording information
in all instruments of transfer or assignment and endorsements and the completion
of all recording and filing contemplated hereby and by the Pooling and Servicing
Agreement, the Seller will have validly and effectively conveyed to the
Depositor all legal and beneficial interest in and to such Mortgage Loan free
and clear of any pledge, lien or security interest created by or through the
Seller. The sale of the Mortgage Loans to the Depositor or its designee does not
require the Seller to obtain any governmental or regulatory approval or consent
that has not been obtained. Each Note is, or shall be as of the Closing Date,
properly endorsed to the Depositor or its designee and each such endorsement is,
or shall be as of the Closing Date, genuine.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan due on or before the applicable Cut-off Date is 30 days
or more past due, and no Mortgage Loan has been 30 days or more delinquent in
the twelve-month period immediately preceding the applicable Cut-off Date, in
each case without giving effect to any applicable grace period.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and enforceable first
priority lien upon the related Mortgaged Property, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting the enforcement of creditors' rights
generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding an equity or at law), prior to all
other liens and encumbrances, except for (a) the lien for current real estate
taxes, water charges, sewer rents and assessments not yet delinquent or accruing
interest or penalties, (b) covenants, conditions and restrictions, rights of
way, easements and other matters that are of public record and/or are referred
to in the related lender's title insurance policy (or, if not yet issued,
referred to in a pro forma title policy or a "marked-up" commitment) meeting the
requirements in Paragraph 8, none of which, individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the current use of the related Mortgaged Property or the current
ability of the related Mortgaged Property to generate income sufficient to
service the related Mortgage Loan, (c) exceptions and exclusions specifically
referred to in such lender's title insurance policy (or such pro forma title
policy or "marked-up" commitment), meeting the requirements in Paragraph 8, none
of which, individually or in the aggregate, materially interferes with the
security intended to be provided by such Mortgage, the current use of the
related Mortgaged Property or the current ability of the related Mortgaged
Property to generate income sufficient to service the related Mortgage Loan, (d)
other matters to which like properties are commonly subject, none of which
materially interferes with the security intended to be provided by such
Mortgage, the use of the related Mortgaged Property or the current ability of
the related Mortgaged Property to generate income sufficient to service the
related Mortgage Loan, (e) the rights of tenants to remain (whether under ground
leases or space leases) at the Mortgaged Property following a foreclosure or
similar proceeding (provided that such tenants are performing under such leases)
and (f) if such Mortgage Loan constitutes a Crossed Mortgage Loan, the lien of
the Mortgage for another Mortgage Loan contained in the same group of Crossed
Mortgage Loans (the foregoing items (a) through (f) being herein referred to as
the "Permitted Encumbrances"). The related assignment of such Mortgage, subject
to insertion of the name of the Trustee and any missing recording information,
is in recordable form and constitutes a legal, valid, binding and enforceable
assignment thereof from the relevant assignor to the Trustee (subject to the
exceptions set forth in Paragraph 13 below).

            5. Assignment of Leases and Rents. The Mortgage File contains an
assignment of leases and rents ("Assignment of Leases"), either as a separate
instrument or incorporated into the related Mortgage, which establishes and
creates a valid, subsisting and enforceable first priority lien on and security
interest in the property and rights described therein, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting the enforcement of creditors' rights
generally and by general principles of equity (regardless of whether such
enforcement is considered in proceeding in equity or at law), and subject as to
priority to the Permitted Encumbrances; and each assignor thereunder has the
full right to assign the same. The related assignment of such Assignment of
Leases, subject to insertion of the name of the Trustee and any missing
recording information, is in recordable form and constitutes a legal, valid,
binding and enforceable assignment thereof from the relevant assignor to the
Trustee (subject to the exceptions set forth in Paragraph 13 below). No person
owns any interest in any payments due under the related leases that is superior
to the lien created by such Assignment of Leases, if any.

            6. Mortgage Status; Waivers and Modifications. No Mortgage related
to a Mortgage Loan has been satisfied, canceled, rescinded or subordinated
(other than a subordination included in the related Mortgage File) in whole or
in material part, and the related Mortgaged Property has not been released from
the lien of such Mortgage, in whole or in material part nor has any instrument
been executed that would effect any such satisfaction, cancellation,
subordination, rescission or release. None of the terms of any Note, Mortgage or
Assignment of Leases related to a Mortgage Loan have been impaired, waived,
altered or modified in any material respect, except by written instruments, all
of which are included in the related Mortgage File. No satisfaction,
cancellation, rescission, subordination, release, impairment, waiver, alteration
or modification with respect to a Mortgage Loan has occurred or been granted or
been consented to since the date due diligence materials with respect to such
Mortgage Loan were shipped by the Seller for delivery to GMACCM as indicated on
Schedule VI hereto. The Seller has not taken any affirmative action that would
cause the representations and warranties of the related Borrower under the
Mortgage Loan not to be true and correct in any material respect.

            7. Condition of Property; Condemnation. Each Mortgaged Property
securing a Mortgage Loan is, to the Seller's knowledge, free and clear of any
damage that would materially and adversely affect its value as security for such
Mortgage Loan (except in such case where an escrow of funds or letter of credit
exists sufficient to pay for the necessary repairs and maintenance). As of the
date of origination of such Mortgage Loan, and subsequent to such date, the
Seller has not received notice (and is not otherwise aware) of, and as of the
date hereof, to the Seller's actual knowledge, there is not, any proceeding
pending for the total or partial condemnation of or affecting the Mortgaged
Property securing any Mortgage Loan. As of the date of the origination of each
Mortgage Loan, all of the material improvements on the related Mortgaged
Property lay wholly within the boundaries and, to the extent in effect at the
time of construction, building restriction lines of such property, and wholly
outside any easements, except for encroachments that are insured against by the
lender's title insurance policy referred to herein or that do not materially and
adversely affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property, except for encroachments that do not materially and adversely affect
the value or marketability of such Mortgaged Property.

            8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") in the original principal
amount of such Mortgage Loan after all advances of principal insuring that the
related Mortgage is a valid first priority lien on such Mortgaged Property,
subject only to the exceptions stated therein (or a pro forma title policy or
marked up title insurance commitment on which the required premium has been paid
exists which evidences that such Title Policy will be issued). Such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid, and no material claims
have been made thereunder and no claims have been paid thereunder (and the
Seller has not received notice of any material claims having been made or paid
thereunder). No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. The insurer issuing such Title Policy is
qualified to do business in the jurisdiction in which the related Mortgaged
Property is located (unless such jurisdiction is the State of Iowa), and such
Title Policy contains no exclusion for, or it affirmatively insures (unless, in
the case of clause (b) below, the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available), (a) access to a
public road and (b) that the area shown on the survey conducted in connection
with the origination of the related Mortgage Loan is the same as the property
legally described in the related Mortgage.

            9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been made but a portion thereof is being held back pending the satisfaction of
certain conditions relating to leasing, repairs or other matters with respect to
the related Mortgaged Property), and there is no obligation for future advances
with respect thereto. Any and all requirements under each Mortgage Loan as to
completion of any on-site or off-site improvement and as to disbursements of any
funds escrowed for such purpose, which requirements were to have been complied
with on or before the date hereof, have been complied with in all material
aspects or any such funds so escrowed have not been released.

            10. Mortgage Provisions. The Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in Paragraph 13 below) such as
to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

            11. Trustee under Deed of Trust. If the Mortgage in respect of any
Mortgage Loan is a deed of trust, (a) a trustee, duly qualified under applicable
law to serve as such, is properly designated and serving under such Mortgage or
may be substituted in accordance with applicable law by the related mortgagee,
and (b) except in connection with a trustee's sale after default by the related
Borrower, no fees or expenses are payable to such trustee by the Seller, the
Depositor or any transferee thereof.

            12. Environmental Conditions. Except with respect to the Mortgage
Loans identified on Schedule V hereto (all of which are covered by one or more
secured creditor impairment environmental insurance policies), an environmental
site assessment meeting the requirements of the American Society for Testing and
Materials and covering all environmental hazards typically assessed for similar
properties including use, type and tenants of the Mortgaged Property, or an
update of such an assessment, and/or a Phase II or other environmental report
supplemental to such assessment and/or update, was performed with respect to
each Mortgaged Property in connection with the origination of the related
Mortgage Loan, a report of each such assessment, together with each related
update or supplemental report, if any (collectively, an "Environmental Report"),
has been delivered to the Depositor or its designee, and either (x) no such
Environmental Report reveals any known circumstances or conditions with respect
to the related Mortgaged Property that rendered such Mortgaged Property, at the
date of such Environmental Report, in material violation of any applicable
environmental laws or (y) if any such Environmental Report does reveal any such
circumstances or conditions with respect to the related Mortgaged Property and
the same have not been subsequently remediated in all material respects, then
either (i) the expenditure of funds necessary to effect such remediation is not
material in relation to the outstanding principal balance of the related
Mortgage Loan, or (ii) an escrow of funds reasonably estimated to be sufficient
to cover the cost of effecting such remediation exists, is held by the Seller
and is being transferred to the Depositor, or (iii) a party not related to the
related Borrower with financial resources reasonably estimated to be adequate to
cure the subject violation in all material respects was identified as the
primary responsible party for such condition or circumstance (and is identified
on Schedule V hereto) and such condition or circumstance does not materially
impair the value of the Mortgaged Property, or (iv) the related Mortgaged
Property is insured under a policy of insurance, subject to certain per
occurrence and aggregate limits and a deductible, against certain losses arising
from such circumstances and conditions, or (v) if the Environmental Report
recommended an operations and maintenance plan, but not any material expenditure
of funds, an operations and maintenance plan has been required to be obtained by
the Borrower, or (vi) a no further action or closure letter was obtained from
the applicable governmental regulatory authority, or the environmental issue
affecting the related Mortgaged Property was otherwise listed by such
governmental authority as "closed," or (vii) such conditions or circumstances
identified in the Environmental Report were investigated further and based upon
such additional investigation, an environmental consultant recommended no
further investigation or remediation. To the Seller's knowledge, there are no
circumstances or conditions with respect to any Mortgaged Property not revealed
in the related Environmental Report, if any, that render such Mortgaged Property
in material violation of any applicable environmental laws. The Mortgage
encumbering each Mortgaged Property requires the related Borrower to comply with
all applicable federal, state and local environmental laws and regulations. The
Seller has not taken any affirmative action which would cause the Mortgaged
Property not to be in compliance with all federal, state and local laws
pertaining to environmental hazards. Each Borrower represents and warrants in
the related Mortgage Loan documents generally to the effect that except as set
forth in certain specified environmental reports and to its knowledge it has not
used, caused or permitted to exist and will not use, cause or permit to exist on
the related Mortgaged Property any hazardous materials in any manner which
violates federal, state or local laws, ordinances, regulations, orders,
directives, or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous
materials. The related Borrower (or an affiliate thereof) has agreed to
indemnify, defend and hold the Seller and its successors and assigns harmless
from and against, or otherwise be liable for, any and all losses resulting from
a breach of environmental representations, warranties or covenants given by the
Borrower in connection with such Mortgage Loan, generally including any and all
losses, liabilities, damages, injuries, penalties, fines, expenses and claims of
any kind or nature whatsoever (including without limitation, attorneys fees and
expenses) paid, incurred or suffered by or asserted against, any such party
resulting from such breach.

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

            14. Insurance. Each related Mortgaged Property is insured by a fire
and extended perils insurance policy, issued by an insurer meeting the
requirements of the Pooling and Servicing Agreement, in an amount not less than
the lesser of the principal amount of the related Mortgage Loan and the
replacement cost (with no deduction for physical depreciation) and not less than
the amount necessary to avoid the operation of any co-insurance provisions with
respect to the related Mortgaged Property; each related Mortgaged Property is
also covered by business interruption insurance which covers a period of not
less than 12 months and comprehensive general liability insurance in amounts
generally required by reasonably prudent commercial mortgage lenders for similar
properties; all premiums on such insurance policies required to be paid as of
the date hereof have been paid; such insurance policies require prior notice to
the insured of termination or cancellation, and no such notice has been
received; such insurance names the lender under the Mortgage Loan and its
successors and assigns as a named or additional insured; each related Mortgage
Loan obligates the related Borrower to maintain all such insurance and, at such
Borrower's failure to do so, authorizes the lender to maintain such insurance at
the Borrower's cost and expense and to seek reimbursement therefor from such
Borrower. If any portion of the improvements on a Mortgaged Property securing
any Mortgage Loan was, at the time of the origination of such Mortgage Loan, in
an area identified in the Federal Register by the Flood Emergency Management
Agency as a special flood hazard area (Zone A or Zone V) (an "SFH Area") and
flood insurance was available, a flood insurance policy meeting the requirements
of the then current guidelines of the Federal Insurance Administration is in
effect with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (1) the minimum amount required, under the
terms of coverage, to compensate for any damage or loss on a replacement basis,
(2) the outstanding principal balance of such Mortgage Loan, and (3) the maximum
amount of insurance available under the applicable National Flood Insurance
Administration Program. All such hazard and flood insurance policies contain a
standard mortgagee clause for the benefit of the holder of the related Mortgage,
its successors and assigns, as mortgagee, and are not terminable (nor may the
amount of coverage provided thereunder be reduced) without ten (10) days' prior
written notice to the mortgagee; and no such notice has been received, including
any notice of nonpayment of premiums, that has not been cured and, to the
Seller's actual knowledge, all such insurance is in full force and effect. Each
Mortgaged Property and all improvements thereon are also covered by
comprehensive general liability insurance in such amounts as are generally
required by reasonably prudent commercial mortgage lenders for similar
properties and seismic insurance to the extent any Mortgaged Property has a
probable maximum loss in the event of an earthquake of greater than twenty
percent (20%) calculated using methodology acceptable to a reasonably prudent
commercial mortgage lender with respect to similar properties in same area or
earthquake zone. Based on due diligence customarily undertaken by prudent
commercial mortgage lenders, any Mortgaged Property constituting a materially
non-conforming use under applicable zoning laws and ordinances constitutes a
legal non-conforming use which, in the event of casualty or destruction, may be
restored or repaired to materially the same extent of the use or structure at
the time of such casualty or such Mortgaged Property is covered by law and
ordinance insurance in an amount customarily required by reasonably prudent
commercial mortgage lenders. With the exception of the Mortgage Loans identified
on Schedule V hereto, each related Mortgaged Property had, as of the date of the
origination of such Mortgage Loan, an insurance policy in place (which may be a
blanket policy) covering acts of terrorism or damage related thereto (excluding
acts involving nuclear, biological or chemical terrorism). Additionally, for any
Mortgage Loan having a Cut-off Date Principal Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability rating from S&P, Fitch or A.M. Best of not less than
"A-" (or the equivalent). With respect to each Mortgage Loan, the related
Mortgage requires that the related Borrower or a tenant of such Borrower
maintain insurance as described above or permits the mortgagee to require
insurance as described above, except that with respect to terrorism coverage
described above, the Mortgage may contain conditions with respect to requiring
such coverage. Except under circumstances that would be reasonably acceptable to
a prudent commercial mortgage lender or that would not otherwise materially and
adversely affect the security intended to be provided by the related Mortgage,
the Mortgage for each Mortgage Loan provides that proceeds paid under any such
casualty insurance policy will (or, at the lender's option, will) be applied
either to the repair or restoration of the related Mortgaged Property with the
lender or a trustee appointed by it having the right to hold and disburse such
proceeds as the repair or restoration progresses or to the payment of amounts
due under such Mortgage Loan; provided that the related Mortgage may entitle the
related Borrower to any portion of such proceeds remaining after the repair or
restoration of the related Mortgaged Property or payment of amounts due under
the Mortgage Loan; and provided, further, that, if the related Borrower holds a
leasehold interest in the related Mortgaged Property, the application of such
proceeds will be subject to the terms of the related Ground Lease (as defined in
Paragraph 18 below). To Seller's actual knowledge, all insurance policies
described above are with an insurance carrier qualified to write insurance in
the relevant jurisdiction.

            15. Taxes and Assessments. As of the date of origination and to the
Seller's knowledge, as of the date hereof, there are no delinquent taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan which are a lien of priority equal to or higher than
the lien of the related Mortgage that are not otherwise covered by an escrow of
funds sufficient to pay such charge. For purposes of this representation and
warranty, real property taxes, assessments and other outstanding charges shall
not be considered delinquent until the date on which interest and/or penalties
would be payable thereon.

            16. Borrower Bankruptcy. No Borrower under a Mortgage Loan is a
debtor in any state or federal bankruptcy or insolvency proceeding; to the
Seller's knowledge, at the time of origination of a Mortgage Loan, no guarantor
under such Mortgage Loan was a debtor in any state or federal bankruptcy or
insolvency proceeding; and to the Seller's actual knowledge, no guarantor under
a Mortgage Loan is a debtor in any state or federal bankruptcy or insolvency
proceeding.

            17. Local Law Compliance. To the Seller's knowledge, based on due
diligence customarily undertaken by prudent commercial mortgage lenders, the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances, or constitute a legal non-conforming use or structure or, if any
such improvement does not so comply or does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the value of the related Mortgaged Property.

            18. Leasehold Estate Only. If a Mortgage Loan is secured by the
interest of a Borrower as a lessee under a ground lease of all or any portion of
a Mortgaged Property (together with any and all written amendments and
modifications thereof and any and all estoppels from the ground lessor, a
"Ground Lease"), but not by the related fee interest in such Mortgaged Property
or such portion thereof (the "Fee Interest"), then:

      (a)   Such Ground Lease or a memorandum thereof has been duly recorded;
            such Ground Lease permits the interest of the lessee thereunder to
            be encumbered by the related Mortgage and does not prohibit the
            current use of the related Mortgaged Property by such lessee; and
            there has been no material change in the terms of such Ground Lease
            since its recordation, with the exception of written instruments
            which are a part of the related Mortgage File and no change in the
            terms of such Ground Lease has occurred since the date due diligence
            materials with respect to such Mortgage Loan were shipped by the
            Seller for delivery to GMACCM as indicated on Schedule VI hereto;

      (b)   Such Ground Lease is not subject to any liens or encumbrances
            superior to, or of equal priority with, the related Mortgage, other
            than the related Fee Interest and Permitted Encumbrances and such
            Ground Lease provides that it shall remain superior to any mortgage
            or other lien upon the related Fee Interest;

      (c)   The Borrower's interest in such Ground Lease is assignable to the
            Depositor and its successors and assigns upon notice to, but without
            the consent of, the lessor thereunder (or, if such consent is
            required, it has been obtained) and, in the event that it is so
            assigned, is further assignable to the Trustee and its successors
            and assigns upon notice to, but without the need to obtain the
            consent of, such lessor;

      (d)   Such Ground Lease is in full force and effect, and the Seller has
            not received as of the date hereof actual notice that any material
            default has occurred under such Ground Lease and the lessor under
            such Ground Lease has been sent notice of the lien evidenced by the
            Mortgage in accordance with the terms of the Ground Lease;

      (e)   Such Ground Lease requires the lessor thereunder to give notice of
            any default by the lessee to the mortgagee under such Mortgage Loan
            (provided that such mortgagee has provided the lessor with notice of
            its lien in accordance with the provisions of such Ground Lease);

      (f)   Either (i) the related ground lessor has subordinated its interest
            in the related Mortgaged Property to the mortgagee under such
            Mortgage Loan or (ii) such mortgagee is permitted a reasonable
            opportunity (including, where necessary, sufficient time to gain
            possession of the interest of the lessee under such Ground Lease) to
            cure any default under such Ground Lease, which is curable after the
            receipt of notice of any such default, before the lessor thereunder
            may terminate such Ground Lease;

      (g)   Such Ground Lease either has an original term (or an original term
            plus options exercisable by the holder of the related Mortgage)
            which extends not less than twenty years beyond the amortization
            term of such Mortgage Loan, or if such Mortgage Loan provides for
            payments of interest only, extends not less than twenty years beyond
            the maturity date of such Mortgage Loan;

      (h)   Such Ground Lease requires the lessor to enter into a new lease with
            the mortgagee under such Mortgage Loan upon termination of such
            Ground Lease for any reason, including rejection of such Ground
            Lease in a bankruptcy proceeding;

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

      (j)   Such Ground Lease does not impose any restrictions on subletting
            which would be viewed as commercially unreasonable by a prudent
            commercial mortgage lender; and such Ground Lease contains a
            covenant that the lessor thereunder is not permitted, in the absence
            of an uncured default (after notice to lender and the expiration of
            the applicable grace period), to disturb the possession, interest or
            quiet enjoyment of any lessee in the relevant portion of the
            Mortgaged Property subject to such Ground Lease for any reason, or
            in any manner, which would materially adversely affect the security
            provided by the related Mortgage;

      (k)   Such Ground Lease may not be amended or modified without the prior
            consent of the mortgagee under such Mortgage Loan, and any such
            action without such consent is not binding on such mortgagee, its
            successors or assigns;

      (l)   Unless otherwise set forth in such Ground Lease, such Ground Lease
            does not permit any increase in the amount of rent payable by the
            ground lessee thereunder during the term of such Mortgage Loan; and

      (m)   The terms of such Ground Lease have not been waived, modified,
            satisfied, impaired, canceled, subordinated or rescinded in any
            manner which materially interferes with the security intended to be
            provided by the related Mortgage.

            19. Leasehold Estate and Fee Interest. If any Mortgage Loan is
secured in whole or in part by the interest of the related Borrower under a
Ground Lease and by the related Fee Interest:

      (a)   Such Fee Interest is subject to the related Mortgage; and the
            related Mortgage does not by its terms provide that it will be
            subordinated to the lien of any other mortgage or other lien upon
            such Fee Interest; and

      (b)   Upon occurrence of a default under the terms of the related Mortgage
            by the Borrower, the mortgagee has the right to foreclose upon or
            otherwise exercise its rights and respect to such Fee Interest
            within a period of time that would not have been viewed, as of the
            date of origination, as commercially unreasonable by a prudent
            commercial mortgage lender.

            20. Borrower's Interest in Mortgaged Property. The interest of the
related Borrower in the Mortgaged Property securing each Mortgage Loan includes
a fee simple interest in real property, a leasehold interest under a Ground
Lease or both.

            21. Escrow Deposits. With respect to escrow deposits and payments
relating to any Mortgage Loan, all such deposits and payments have been
delivered or will be delivered in accordance with the terms of the Pooling and
Servicing Agreement to the Master Servicer on behalf of the Trustee.

            22. Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (but without regard to the
rule in Treasury Regulation Section 1.860G-2 (f)(2) that treats a defective
obligation as a qualified mortgage or any substantially similar successor
provision), and the related Mortgaged Property, if acquired by a REMIC in
connection with the default or imminent default of such Mortgage Loan, would
constitute "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code.

            23. Advancement of Funds. No holder of a Mortgage Loan has advanced
funds or induced, solicited or knowingly received any advance of funds from a
party other than the owner of the related Mortgaged Property (other than amounts
paid by the tenant as specifically provided under a related lease), directly or
indirectly, for the payment of any amount required by such Mortgage Loan, except
for interest accruing from the date of origination of such Mortgage Loan or the
date of disbursement of the Mortgage Loan proceeds, whichever is later, to the
date which preceded by 30 days the first due date under the related Note.

            24. Equity Interest. No Mortgage Loan is automatically convertible
into an equity ownership interest in the related Mortgaged Property or the
related Borrower.

            25. Legal Proceedings. To the Seller's knowledge, at the time of
origination of a Mortgage Loan, there were, and to the Seller's actual
knowledge, as of the date hereof, there are, no pending or threatened actions,
suits or proceedings by or before any court or governmental authority against or
affecting the Borrower under such Mortgage Loan or the related Mortgaged
Property that, if determined adversely to such Borrower or Mortgaged Property,
would materially and adversely affect the value of the Mortgaged Property or the
ability of the Borrower to pay principal, interest or any other amounts due
under such Mortgage Loan.

            26. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof. Except as set forth in Schedule V hereto, as of
the date of origination, the related Mortgaged Property was not encumbered by
any mortgage lien junior to or of equal priority with the lien of the related
Mortgage. As of the date hereof, the related Mortgaged Property is not
encumbered by any mortgage liens of equal priority with the lien of the related
Mortgage, and to Seller's actual knowledge, except as set forth in Schedule V
hereto, the related Mortgaged Property is not encumbered by any mortgage liens
junior to the lien of the related Mortgage.

            27. No Mechanics' Liens. To the Seller's knowledge, based on due
diligence customarily performed by commercially reasonable lenders in the
origination of comparable mortgage loans, as of the origination date, and
otherwise to Seller's actual knowledge as of the date hereof, (a) each Mortgaged
Property securing a Mortgage Loan is free and clear of any and all mechanics'
and materialmen's liens that are not bonded or escrowed for or affirmatively
covered by title insurance, and (b) no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage unless insured against under the related Title Policy. The
Seller has not received notice with respect to any Mortgage Loan that any
mechanics' and materialmen's liens have encumbered the related Mortgaged
Property since origination that have not been released, bonded or escrowed for
or affirmatively covered by title insurance.

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

            29. Licenses and Permits. To the Seller's knowledge, based on due
diligence customarily performed by commercially reasonable lenders in the
origination of comparable mortgage loans, as of the date of origination of each
Mortgage Loan, (i) the related Borrower was in possession of all material
licenses, permits and authorizations required by applicable law for the
ownership of the related Mortgaged Property and (ii) all such licenses, permits
and authorizations were valid and in full force and effect.

            30. Servicing Practices. The servicing and collection practices used
with respect to the Mortgage Loans have in all material respects been legal and
met customary standards utilized by prudent institutional commercial and
multifamily mortgage loan servicers with respect to "whole loans".

            31. Cross-collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Loan Pool.

            32. Releases of Mortgaged Property. No Note or Mortgage requires the
mortgagee to release all or any material portion of the related Mortgaged
Property from the lien of the related Mortgage except upon (i) payment in full
of all amounts due under the related Mortgage Loan, (ii) delivery of
non-callable "government securities" within the meaning of Treas. Reg. Section
1.860G-2(a)(8)(i) in connection with a defeasance of the related Mortgage Loan,
or (iii) releases of portions of the Mortgaged Property (a) which will not have
a material adverse effect on the value of the collateral for the related
Mortgage Loan or (b) which were given no value in the appraisal of the Mortgaged
Property or of that portion of the Mortgaged Property used to calculate the
loan-to-value ratio of the Mortgaged Property for underwriting purposes;
provided that the Mortgage Loans that are Crossed Mortgage Loans, and the other
individual Mortgage Loans secured by multiple parcels, may require the
respective mortgagee(s) to grant releases of portions of the related Mortgaged
Property or, in the case of a group of Crossed Mortgage Loans, the release of
one or more related Mortgaged Properties upon (i) the satisfaction of certain
legal and underwriting requirements and (ii) the payment of a release price of
at least 125% of the allocated loan amount of such property and prepayment
consideration in connection therewith; and provided, further, that certain
groups of Crossed Mortgage Loans may permit the related Borrower to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates. Each Mortgage Loan that
contains a provision for any defeasance of mortgage collateral permits
defeasance (i) no earlier than two years following the Closing Date, (ii) only
with substitute collateral constituting non-callable "government securities"
within the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) and (iii) to the
Seller's actual knowledge, only for the purpose of facilitating the disposition
of mortgaged real property and not as part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages. No release
or partial release of any Mortgaged Property, or any portion thereof, expressly
permitted or required pursuant to the terms of any Mortgage Loan would
constitute a significant modification of the related Mortgage Loan under Treas.
Reg. Section 1.860G-2(b)(2).

            33. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property, or provide for the negative amortization of
interest, except that, in the case of an ARD Loan, such Mortgage Loan provides
that during the period commencing on or about the Anticipated Repayment Date and
continuing until such Mortgage Loan is paid in full, (i) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (ii) a portion
of the cash flow generated by such Mortgaged Property will be applied each month
to pay down the principal balance thereof in addition to the principal portion
of the related Monthly Payment.

            34. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate.

            35. Inspection. In connection with the origination of each Mortgage
Loan, the Seller inspected, or caused the inspection of, the related Mortgaged
Property.

            36. No Material Default. To the Seller's knowledge, there exists no
monetary default and no other default, breach, violation or event of
acceleration (and no event, other than payments due but not yet delinquent,
which, with the passage of time or the giving of notice and the expiration of
any grace or cure period, or both, would constitute any of the foregoing) under
the Note or Mortgage for any Mortgage Loan, in any such case to the extent the
same materially and adversely affects the value of the Mortgage Loan and the
related Mortgaged Property; provided, however, that this representation and
warranty does not cover any default, breach, violation or event of acceleration
that specifically pertains to or arises out of the subject matter otherwise
covered by any other representation and warranty made by the Seller in this
Exhibit A.

            37. Due-on-Sale. Each Mortgage contains a "due-on-sale" clause that
provides for the acceleration of the payment of the unpaid principal balance of
such Mortgage Loan if, without the prior written consent of the holder, the
Mortgaged Property subject to such Mortgage, is directly or indirectly
transferred or sold. Except with respect to transfers of certain limited
partnership interests which do not result in a change of control, and certain
interests in the related Borrower to persons already holding interests in the
Borrower, their family members, affiliated companies and other estate planning
related transfers that satisfy certain criteria specified in the related
Mortgage (which criteria is consistent with the practices of prudent commercial
mortgage lenders) and except as set forth in Schedule V hereto, each Mortgage
Loan also contains provisions for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if, without the consent of the holder of
the Mortgage, a majority interest in the related Borrower is directly or
indirectly transferred or sold.

            38. Single Purpose Entity. The Borrower on each Mortgage Loan that,
individually or together with the Mortgage Loans of affiliated Borrowers,
represented 5% or more of the aggregate Cut-off Date Principal Balances of the
Mortgage Loan Pool, was, as of the origination of the Mortgage Loan, a Single
Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an
entity, other than an individual, whose organizational documents provide
substantially to the effect that it was formed or organized solely for the
purpose of owning and operating one or more of the Mortgaged Properties securing
Mortgage Loans and prohibit it from engaging in any business unrelated to such
Mortgaged Property or Properties, and whose organizational documents further
provide, or which entity represented in the related Mortgage Loan documents,
substantially to the effect that it does not have any material assets other than
those related to its interest in and operation of such Mortgaged Property or
Properties, or any indebtedness other than as permitted by the related
Mortgage(s) or the other related Mortgage Loan documents, that it has its own
books and records and accounts separate and apart from any other Person, and
that it holds itself out as a legal entity, separate and apart from any other
Person.

            39. [Reserved]

            40. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.

            41. No Waivers. The Seller has not waived any material default,
breach, violation or event of acceleration existing under the Mortgage or Note
for any Mortgage Loan, except by a written instrument contained in the related
Mortgage File, which instrument has been taken into account by the Seller when
giving the representations and warranties set forth herein.

            42. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is the subject of an endorsement under the related
Title Policy or in certain instances an application has been made to the
applicable governing authority for creation of separate tax lots and such
application has been approved and such separate tax lots shall be effective for
the next tax year.

            43. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal. If any ARD Loan is not paid in full by its Anticipated Repayment
Date, and assuming it is not otherwise in default, the rate at which such ARD
Loan accrues interest will increase to the sum of the original Mortgage Rate and
a specified margin.

            44. Security Interests. Subject to the exceptions set forth in
Paragraph 13 above, the security agreements and other similar instruments, if
any, related to the Mortgage Loan establish and create, and a UCC financing
statement has been filed and/or recorded in all places required by applicable
law for the perfection of (to the extent that the filing of such a UCC financing
statement can perfect such a security interest), a valid security interest in
the personal property granted under such Mortgage (and any related security
agreement or instrument), which in all cases includes furniture, fixtures and
equipment important to the operation of the Mortgaged Property, and if such
Mortgaged Property is a restaurant, hotel, golf course, mobile home park,
assisted living facility, healthcare facility, fitness center, self-storage
facility or theatre operated by the related Borrower, to the Seller's knowledge,
such personal property constitutes all the personal property required to operate
the Borrower's business; any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan (together
with the UCC financing statements described above) establishes and creates a
valid and enforceable lien and first priority security interest on the
collateral described therein (subject to the exceptions set forth in Paragraph
13 above), except for certain property subject to purchase money security
interests, personal property leases and other security interests which would be
approved by commercially prudent lenders in the origination of comparable
mortgage loans. In the case of each Mortgage Loan secured by a restaurant,
hotel, healthcare facility, fitness center, self-storage facility or theatre,
the related loan documents contain such provisions as are necessary and UCC
Financing Statements have been filed as necessary, in each case, to perfect a
valid first priority security interest in the related revenues with respect to
such Mortgaged Property (to the extent that such security interest can be
perfected by the filing of such UCC Financing Statements). The Depositor or
Trustee or a designee thereof is authorized to file an assignment of each UCC
financing statement relating to the Mortgage Loan in the filing office in which
such financing statement was filed. Each Mortgage Loan and the related Mortgage
(along with any security agreement and UCC financing statement), together with
applicable state law, contain customary and enforceable provisions (subject to
the exceptions set forth in Paragraph 13 above) such as to render the rights and
remedies of the holder thereof adequate for the practical realization against
the personal property collateral described above of the principal benefits of
the security intended to be provided thereby.

            45. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan is covered by a secured creditor impairment
environmental insurance policy or in lieu thereof, an insurance policy insuring
against certain losses arising from environmental circumstances and conditions,
then the Seller:

            (i)   has disclosed, or is aware that there has been disclosed, in
                  the application for such policy or otherwise to the insurer
                  under such policy the "pollution conditions" (as defined in
                  such policy) identified in any environmental reports related
                  to such Mortgaged Property which are in the Seller's
                  possession or are otherwise known to the Seller; or

            (ii)  has delivered or caused to be delivered to the insurer under
                  such policy copies of all environmental reports in the
                  Seller's possession related to such Mortgaged Property;

in each case to the extent required by such policy or to the extent the failure
to make any such disclosure or deliver any such report would materially and
adversely affect the Trustee's ability to recover under such policy. The entire
premium for any such policy has been paid in full, and the policy is in full
force and effect. The Trustee is a named insured of such policy, and such policy
permits coverage to be extended to successor trustees and servicers upon
appropriate notice being given to the insurer thereof.

            46. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to such Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulation Section 1.860G-1(b)(2).

            47. Delivery of Financial Information. The related Borrower
covenanted under the related Mortgage Loan documents to deliver at least
annually to the mortgagee under such Mortgage Loan an operating statement of the
related Mortgaged Property.

            48. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto, no Person has been granted or conveyed
the right to service any Mortgage Loan or receive any consideration in
connection therewith.

            49. Recourse. Each Mortgage Loan is non-recourse, except that the
Borrower and either: a principal of the Borrower; an entity controlled by a
principal of the Borrower; or other guarantor, with significant assets other
than any interest in the Borrower is liable in the event of: (i) fraud, (ii)
misapplication or misappropriation of rents, insurance payments, condemnation
awards or tenant security deposits, (iii) intentional acts of waste, or (iv)
violation of applicable environmental laws or breaches of environmental
covenants. No waiver of liability for such non-recourse exceptions has been
granted to the Borrower or any such guarantor or principal by the Seller or
anyone acting on behalf of the Seller.

            50. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Depositor.

            51. Originator's Authorization To Do Business. To the extent
required under applicable law to assure the enforceability of a Mortgage Loan,
as of the Mortgage Loan's funding date and at all times when it held such
Mortgage Loan, the originator of each Mortgage Loan was authorized to do
business in the jurisdiction in which the related Mortgaged Property is located.

            52. No Fraud In Origination. In the origination of the Mortgage
Loan, none of the Seller, any originator affiliated with the Seller or any
employee or agent of Seller or such originator participated in any fraud or
material misrepresentation with respect to the Borrower, the Mortgaged Property
or any guarantor. To Seller's actual knowledge, no Borrower is guilty of
defrauding or making a material misrepresentation to the Seller or originator
with respect to the origination of the Mortgage Loan, the Borrower or the
Mortgaged Property.

            53. Appraisal. The Seller will deliver to the Servicer with respect
to each Mortgage Loan an appraisal of the related Mortgaged Property, which
appraisal is signed by an appraiser, who, to Seller's actual knowledge, had no
interest, direct or indirect, in the Borrower, the Mortgaged Property or in any
loan made on the security of the Mortgaged Property, and whose compensation was
not affected by the approval or disapproval of the Mortgage Loan; to the
Seller's actual knowledge, the appraisal and appraiser both satisfied the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.

            54. Defeasance. With respect to any Mortgage Loan that contains a
provision for any defeasance of mortgage collateral (a "Defeasance Loan"), the
related Note or Mortgage provides that the defeasance option is not exercisable
prior to a date that is at least two (2) years following the Closing Date and is
otherwise in compliance with applicable statutes, rules and regulations
governing REMICs; requires prior written notice to the holder of the Mortgage
Loan of the exercise of the defeasance option and payment by Borrower of all
related reasonable fees, costs and expenses as set forth below; requires the
Mortgage Loan (or the portion thereof being defeased) to be assumed by a
Single-Purpose Entity; and requires counsel to provide a legal opinion that the
Trustee has a perfected security interest in substitute collateral described
below prior to any other claim or interest. In addition, each Mortgage Loan that
is a Defeasance Loan permits defeasance only with substitute collateral
constituting non-callable "government securities" within the meaning of Treas.
Reg. Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled
payments under the Note (or the portion thereof being defeased, or, if such
partial release involves the release of one or more Mortgaged Properties from a
multi-property Mortgage Loan, 125% of the allocated loan amount for such
released Mortgaged Properties) when due, and in the case of ARD Loans, assuming
the Anticipated Repayment Date is the Maturity Date; and such Borrower is
required to deliver from an independent accountant a letter certifying that such
substitute collateral is sufficient to make all scheduled payments under the
Note. To Seller's actual knowledge, defeasance under the Mortgage Loan is only
for the purpose of facilitating the disposition of a Mortgaged Property and not
as part of an arrangement to collateralize a REMIC offering with obligations
that are not real estate mortgages. With respect to each Defeasance Loan, the
related Note or Mortgage or other related loan document provides that the
related Borrower shall (a) pay all Rating Agency fees associated with defeasance
(if Rating Agency approval is a specific condition precedent thereto) and all
other reasonable expenses associated with defeasance, including, but not limited
to, accountant's fees and opinions of counsel, or (b) provide all opinions
required under the related loan documents, including, if applicable, a REMIC
opinion and an opinion that the related security agreement is fully enforceable
in accordance with its terms (subject to applicable bankruptcy, insolvency,
reorganization, receivership, moratorium, and other laws affecting the
enforcement of creditors' rights generally, and by general principles of equity)
and any applicable rating agency letters confirming no downgrade or
qualification of ratings on any classes in the transaction. Additionally, for
any Mortgage Loan having a Cut-off Date Principal Balance equal to or greater
than $20,000,000, the Mortgage Loan or the related documents require
confirmation from the Rating Agency that exercise of the defeasance option will
not cause a downgrade or withdrawal of the rating assigned to any securities
backed by the Mortgage Loan and require the Borrower to pay any Rating Agency
fees and expenses in connection with defeasance.

            55. Rating Agency Fees. With respect to each Mortgage Loan, the
Mortgage Loan documents require the Borrower to pay all fees and expenses
incurred by the Borrower or the mortgagee, including, to the extent Rating
Agency approval is required pursuant to the Pooling and Servicing Agreement, any
fees or expenses charged by such Rating Agency, in connection with any loan
assumption, release or substitution of collateral or defeasance.
<PAGE>


                                    EXHIBIT B

                             AFFIDAVIT OF LOST NOTE

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

            _____________________________________, ____________________________,
being duly sworn, deposes and says:

            1. that he is an authorized signatory of PNC Bank, National
Association ("PNC Bank");

         2. that PNC Bank is the owner and holder of a mortgage loan in the
original principal amount of $____________ secured by a mortgage (the
"Mortgage") on the premises known as _____________ ____________ located in
_______________________;

            3. (a) that PNC Bank, 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 PNC Bank, under date of_______________________ (the "Note");

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

            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 PNC Bank; and

            7. upon assignment of the Note by PNC Bank to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor") and subsequent assignment by
the Depositor to the trustee for the benefit of the holders of the Credit Suisse
First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2002-CP5 (the "Trustee") (which assignment may, at the
discretion of the Depositor, be made directly by PNC Bank to the Trustee) PNC
Bank covenants and agrees (a) promptly to deliver to the Trustee the original
Note if it is subsequently found, and (b) to indemnify and hold harmless the
Trustee and its successors and assigns from and against any and all costs,
expenses and monetary losses arising as a result of PNC Bank's failure to
deliver said original Note to the Trustee.
<PAGE>


                                    PNC BANK, NATIONAL ASSOCIATION


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

Sworn to before me this ____  day of
December, 2002
<PAGE>


                                    EXHIBIT C

                                     FORM OF
                          ASSIGNMENT OF LOAN DOCUMENTS



                         PNC BANK, NATIONAL ASSOCIATION
                                   (Assignor)


                                       to


                       ----------------------------------
                                   (Assignee)



                           Dated: _____________, ____


                                    Location:


                       THIS INSTRUMENT WAS DRAFTED BY, AND
                      UPON RECORDING SHOULD BE RETURNED TO:


                     ------------------------------------
                     ------------------------------------
                     Attention: _________________________

                     Loan No.:



Loan Assignment - General Form
Last Revised July 1, 2002
<PAGE>


            THIS ASSIGNMENT OF LOAN DOCUMENTS ("Assignment") is made as of
____________________________, ______, by PNC BANK, NATIONAL ASSOCIATION
("Assignor"), whose mailing address is 210 West 10th Street, Kansas City,
Missouri 64105, in favor of ___________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
____________________________________________________ ("Assignee") whose mailing
address is __________________________________________________________.

                                    RECITALS:

            A. Assignor is the legal and equitable owner and holder of that
certain Promissory Note dated [___], made by [____], [____] ("Borrower"), in the
original principal amount of [____] and No/100 Dollars ($[____]) (the "Note").

            B. Assignor is also the legal and equitable owner and holder of
certain instruments securing the Note, including, without limitation, the
following:

            (i) the [____], Security Agreement, Assignment of Leases and Rents
      and Fixture Filing (the "Security Instrument") dated [____], executed by
      Borrower in favor of Assignor, filed for record _____________, ______, in
      the Office of the Register of Deeds, Recorder of Deeds or County Clerk, as
      applicable, in and for [____] County, [____] (the "Recording Office") in
      Book _____________________, at Page ___________________, encumbering
      certain improved real property (the "Mortgaged Property") situated in
      said County, as more particularly described on Exhibit A attached hereto
      and made a part hereof; and

            (ii) the Assignment of Leases and Rents (the "Assignment of Leases")
      dated [____], executed by Borrower in favor of Assignor, filed for record
      _____________, ______, in the Recording Office in Book
      _____________________, at Page ___________________.

            C. Assignor and Assignee desire that the Security Instrument, the
Assignment of Leases, the Note, the Other Security Documents (as defined in the
Security Instrument), and all other documents executed in connection with the
Loan (including, without limitation any indemnities or guaranties of the Loan,
if any) (all such documents being collectively referred to herein as the "Loan
Documents") be assigned to Assignee.

            D. Assignor has simultaneously herewith endorsed the Note to
Assignee.

            NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged:

            1. Assignor does hereby sell, assign, grant, transfer, set over and
convey to Assignee, its successors and assigns, all of the Loan Documents (and
all of Assignor's right, title and interest therein), including without
limitation, the Security Instrument, the Assignment of Leases, the Note and the
Other Security Documents.

            2. This Assignment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

            3. This Assignment shall be governed by and construed in accordance
with the laws of the state in which the Mortgaged Property is located.

      IN WITNESS WHEREOF, the undersigned has executed this Assignment of Loan
Documents to be effective as of the day and year first above mentioned.


                                    ASSIGNOR

                                    PNC BANK, NATIONAL ASSOCIATION


                                    By:
                                       -----------------------------------------


                                            ------------------------------------
                                            Jeannette Butler, Vice President
<PAGE>


STATE OF       )
               )  ss.:
COUNTY OF      )


            On this _____ day of _____________, 2002, before me the undersigned,
a NOTARY PUBLIC OF _______________, personally appeared ______________________,
as ________ of PNC Bank, National Association, a national banking association,
who, I am satisfied, was the maker of the foregoing instrument and who then
stated and acknowledged to me that, as such officer and maker (1) he was
authorized to execute the foregoing instrument on behalf of said company and (2)
he executed said instrument as the act and deed of said company.

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


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

                                    A NOTARY PUBLIC OF
                                                       -------------------------

                                    My Commission expires on
                                                             -------------------

[AFFIX SEAL]
<PAGE>


                          ASSIGNMENT OF LOAN DOCUMENTS


                         PNC BANK, NATIONAL ASSOCIATION
                                       TO
                  WELLS FARGO BANK MINNESOTA, N.A., AS TRUSTEE


                              RECORD AND RETURN TO: