<PAGE>

                                                                  EXECUTION COPY

================================================================================

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                  as Depositor,

                    KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                       d/b/a KEYBANK REAL ESTATE CAPITAL,
                    as Master Servicer and Special Servicer,

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.,
                                   as Trustee,

                         POOLING AND SERVICING AGREEMENT

                           Dated as of April 11, 2003

                                 $1,006,847,097

                  Commercial Mortgage Pass-Through Certificates
                                 Series 2003-CK2

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                                     Page
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<S>                                                                                                                          <C>
                                    ARTICLE I

DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS IN RESPECT OF
                               THE MORTGAGE POOL

SECTION 1.01.    Defined Terms.................................................................................................2
SECTION 1.02.    General Interpretive Principles..............................................................................79
SECTION 1.03.    Certain Calculations in Respect of the Mortgage Pool.........................................................79
SECTION 1.04.    Cross-Collateralized Pooled Mortgage Loans...................................................................81

                                   ARTICLE II

 CONVEYANCE OF POOLED MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL
            ISSUANCE OF THE CERTIFICATES AND VARIOUS REMIC INTERESTS

SECTION 2.01.    Conveyance of Pooled Mortgage Loans..........................................................................83
SECTION 2.02.    Acceptance of Mortgage Assets by Trustee.....................................................................87
SECTION 2.03.    Certain Repurchases and Substitutions of Pooled Mortgage Loans by Column, KeyBank and the Column
                    Performance Guarantor; the Purchase Price Security Deposit Account and the Special Reserve Account........89
SECTION 2.04.    Representations and Warranties of the Depositor..............................................................98
SECTION 2.05.    Representations and Warranties of the Master Servicer.......................................................100
SECTION 2.06.    Representations and Warranties of the Special Servicer......................................................102
SECTION 2.07.    Representations, Warranties and Covenants of the Trustee....................................................103
SECTION 2.08.    Creation of the Loan REMIC(s); Issuance of the Loan REMIC Regular Interest(s) and the Loan REMIC
                    Residual Interest(s); Certain Matters Involving the Loan REMIC(s)........................................105
SECTION 2.09.    Conveyance of the Loan REMIC Regular Interest(s); Acceptance of the Loan REMIC Regular Interest(s) by
                    Trustee..................................................................................................108
SECTION 2.10.    Creation of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual Interest;
                    Certain Matters Involving REMIC I........................................................................108
SECTION 2.11.    Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee.........113
SECTION 2.12.    Creation of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest;
                    Certain Matters Involving REMIC II.......................................................................113
SECTION 2.13.    Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee.......116
SECTION 2.14.    Creation of REMIC III; Issuance of the REMIC III Regular Interest Certificates, the Group A-X REMIC III
                    Regular Interests, the Group A-SP REMIC III Regular Interests, the REMIC III Residual Interest and
                    the Class R Certificates; Certain Matters Involving REMIC III............................................116
</TABLE>


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Section                                                                                                                     Page
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SECTION 2.15.    Acceptance of Grantor Trusts by Trustee; Issuance of the Class V-1, Class V-2, Class V-3 and Class V-4
                    Certificates.............................................................................................122

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.    Administration of the Mortgage Loans and REO Properties.....................................................124
SECTION 3.02.    Collection of Mortgage Loan Payments........................................................................126
SECTION 3.03.    Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts....................127
SECTION 3.04.    Collection Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account,
                    A/B Mortgage Loan Pair Custodial Accounts and GLCTML Custodial Account...................................130
SECTION 3.05.    Permitted Withdrawals From the Collection Account, the Distribution Account, the Interest Reserve
                   Account and the Excess Liquidation Proceeds Account.......................................................138
SECTION 3.06.    Investment of Funds in the Collection Account, the Servicing Accounts, the Reserve Accounts, the A/B
                    Mortgage Loan Pair Custodial Accounts, the GLCTML Custodial Account, the Purchase Price Security
                    Deposit Accounts, the Special Reserve Accounts, the REO Account, the Distribution Account, the
                    Interest Reserve Account and the Excess Liquidation Proceeds Account.....................................143
SECTION 3.07.    Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage...............................146
SECTION 3.08.    Enforcement of Alienation Clauses...........................................................................149
SECTION 3.09.    Realization Upon Defaulted Mortgage Loans...................................................................151
SECTION 3.10.    Trustee to Cooperate; Release of Mortgage Files.............................................................154
SECTION 3.11.    Master Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing
                    Advances; Payment of Certain Expenses; Obligations of the Trustee and any Fiscal Agent Regarding
                    Back-up Servicing Advances...............................................................................156
SECTION 3.12.    Property Inspections; Collection of Financial Statements; Delivery of Certain Reports.......................164
SECTION 3.13.    Annual Statement as to Compliance...........................................................................169
SECTION 3.14.    Reports by Independent Public Accountants...................................................................169
SECTION 3.15.    Access to Certain Information...............................................................................170
SECTION 3.16.    Title to REO Property; REO Account..........................................................................171
SECTION 3.17.    Management of REO Property..................................................................................173
SECTION 3.18.    Fair Value Option; Sale of REO Properties...................................................................175
SECTION 3.19.    Additional Obligations of Master Servicer...................................................................181
SECTION 3.20.    Modifications, Waivers, Amendments and Consents.............................................................185
SECTION 3.21.    Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping..........................191
SECTION 3.22.    Sub-Servicing Agreements....................................................................................192
SECTION 3.23.    Controlling Class Representative............................................................................195
</TABLE>


                                      -ii-

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<CAPTION>
Section                                                                                                                     Page
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<S>                                                                                                                          <C>
SECTION 3.24.    Certain Rights and Powers of the Controlling Class Representative...........................................196
SECTION 3.25.    Replacement of Special Servicer.............................................................................199
SECTION 3.26.    Application of Default Charges..............................................................................200
SECTION 3.27.    Servicing of the Great Lakes Crossing Total Mortgage Loan and the Ritz-Carlton Key Biscayne Pooled
                    Mortgage Loan............................................................................................201

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.    Distributions...............................................................................................209
SECTION 4.02.    Statements to Certificateholders; Certain Other Reports.....................................................222
SECTION 4.03.    P&I Advances................................................................................................224
SECTION 4.04.    Allocation of Realized Losses and Additional Trust Fund Expenses............................................227
SECTION 4.05.    Calculations................................................................................................229

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01.    The Certificates............................................................................................230
SECTION 5.02.    Registration of Transfer and Exchange of Certificates.......................................................231
SECTION 5.03.    Book-Entry Certificates.....................................................................................239
SECTION 5.04.    Mutilated, Destroyed, Lost or Stolen Certificates...........................................................240
SECTION 5.05.    Persons Deemed Owners.......................................................................................240
SECTION 5.06.    Certification by Certificateholders and Certificate Owners..................................................240

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

SECTION 6.01.    Liability of the Depositor, the Master Servicer and the Special Servicer....................................242
SECTION 6.02.    Merger, Consolidation or Conversion of the Depositor, the Master Servicer or the Special Servicer...........242
SECTION 6.03.    Limitation on Liability of the Depositor, the Master Servicer and the Special Servicer......................242
SECTION 6.04.    Resignation of the Master Servicer and the Special Servicer.................................................244
SECTION 6.05.    Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer..........244
SECTION 6.06.    Master Servicer and Special Servicer May Own Certificates...................................................245

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01.    Events of Default..........................................................................................247
SECTION 7.02.    Trustee to Act; Appointment of Successor...................................................................250
</TABLE>


                                     -iii-

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Section                                                                                                                     Page
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<S>                                                                                                                          <C>
SECTION 7.03.    Notification to Certificateholders..........................................................................251
SECTION 7.04.    Waiver of Events of Default.................................................................................251
SECTION 7.05.    Additional Remedies of Trustee Upon Event of Default........................................................252

                                  ARTICLE VIII

                                   THE TRUSTEE

SECTION 8.01.    Duties of Trustee...........................................................................................253
SECTION 8.02.    Certain Matters Affecting the Trustee.......................................................................254
SECTION 8.03.    Trustee and Fiscal Agent not Liable for Validity or Sufficiency of Certificates or Pooled Mortgage Loans....256
SECTION 8.04.    Trustee and Fiscal Agent May Own Certificates...............................................................256
SECTION 8.05.    Fees and Expenses of Trustee; Indemnification of and by Trustee and Fiscal Agent............................256
SECTION 8.06.    Eligibility Requirements for Trustee........................................................................258
SECTION 8.07.    Resignation and Removal of Trustee..........................................................................259
SECTION 8.08.    Successor Trustee...........................................................................................260
SECTION 8.09.    Merger or Consolidation of Trustee..........................................................................260
SECTION 8.10.    Appointment of Co-Trustee or Separate Trustee...............................................................260
SECTION 8.11.    Appointment of Custodians...................................................................................261
SECTION 8.12.    Access to Certain Information...............................................................................262
SECTION 8.13.    Appointment of Fiscal Agent.................................................................................263
SECTION 8.14.    Filings with the Securities and Exchange Commission.........................................................265

                                   ARTICLE IX

                                   TERMINATION

SECTION 9.01.    Termination Upon Repurchase or Liquidation of All Pooled Mortgage Loans.....................................271
SECTION 9.02.    Additional Termination Requirements.........................................................................273

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

SECTION 10.01.   Tax Administration..........................................................................................275
SECTION 10.02.   Depositor, Master Servicer, Special Servicer and Fiscal Agent to Cooperate with Trustee.....................278

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01.   Amendment...................................................................................................279
SECTION 11.02.   Recordation of Agreement; Counterparts......................................................................280
</TABLE>


                                      -iv-

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<CAPTION>
Section                                                                                                                     Page
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<S>                                                                                                                          <C>
SECTION 11.03.   Limitation on Rights of Certificateholders, Holder of the Great Lakes Crossing Companion Mortgage Loan
                    and B-Note Mortgage Loan Holders.........................................................................281
SECTION 11.04.   Governing Law...............................................................................................282
SECTION 11.05.   Notices.....................................................................................................282
SECTION 11.06.   Severability of Provisions..................................................................................283
SECTION 11.07.   Successors and Assigns; Beneficiaries.......................................................................283
SECTION 11.08.   Article and Section Headings................................................................................283
SECTION 11.09.   Notices to and from the Rating Agencies and the Depositor...................................................283
SECTION 11.10.   Notices to Controlling Class Representative.................................................................285
SECTION 11.11.   Complete Agreement..........................................................................................286
</TABLE>


                                      -v-

<PAGE>

                                    EXHIBITS

EXHIBIT A-1    Form of Class A-X and Class A-SP Certificates
EXHIBIT A-2    Form of Class A-1, Class A-2, Class A-3, Class A-4, Class B,
                  Class C, Class D and Class E Certificates
EXHIBIT A-3    Form of Class F, Class G, Class H, Class J, Class K, Class
                  L, Class M, Class N, Class O, Class P, Class GLC and Class
                  RCKB Certificates
EXHIBIT A-4    Form of Class V-1, Class V-2, Class V-3 and Class V-4
                  Certificates
EXHIBIT A-5    Form of Class R Certificates
EXHIBIT B-1    Schedule of Pooled Column Mortgage Loans
EXHIBIT B-2    Schedule of Pooled KeyBank Mortgage Loans
EXHIBIT B-3    Schedule of Exceptions to Mortgage File Delivery
EXHIBIT B-4    Form of Custodial Certification
EXHIBIT B-5    Schedule of Pooled Mortgage Loans in Loan REMICs
EXHIBIT C-1    List of Additional Collateral Pooled Mortgage Loans
EXHIBIT C-2    List of Pooled Mortgage Loans with Related Mezzanine Loans
EXHIBIT C-3    List of Pooled Mortgage Loans Covered by Environmental Insurance
EXHIBIT D-1    Form of Master Servicer Request for Release
EXHIBIT D-2    Form of Special Servicer Request for Release
EXHIBIT E-1    Form of Trustee Report
EXHIBIT E-2    Form of Payments Received After Determination Date Report
EXHIBIT E-3    Form of Special Reconciliation Report
EXHIBIT F-1A   Form I of Transferor Certificate for Transfers of Non-Registered
                  Certificates
EXHIBIT F-1B   Form II of Transferor Certificate for Transfers of Non-Registered
                  Certificates
EXHIBIT F-1C   Form of Transferor Certificate for Certain Transfers of Interests
                  in Rule 144A Global Certificates
EXHIBIT F-1D   Form of Transferor Certificate for Certain Transfers of Interests
                  in Regulation S Global Certificates
EXHIBIT F-2A   Form I of Transferee Certificate for Transfers of Non-Registered
                  Certificates Held in Physical Form
EXHIBIT F-2B   Form II of Transferee Certificate for Transfers of Non-Registered
                  Certificates Held in Physical Form
EXHIBIT F-2C   Form I of Transferee Certificate for Transfers of Interests in
                  Global Certificates for Classes of Non-Registered Certificates
EXHIBIT F-2D   Form II of Transferee Certificate for Transfers of Interests in
                  Global Certificates for Classes of Non-Registered Certificates
EXHIBIT G-1    Form of Transferee Certificate in Connection with ERISA
                  (Non-Registered Certificates and Non-Investment Grade
                  Certificates Held in Physical Form)
EXHIBIT G-2    Form of Transferee Certificate in Connection with ERISA
                  (Non-Registered Certificates Held in Book-Entry Form)
EXHIBIT H-1    Form of Transfer Affidavit and Agreement for Transfers of Class R
                  Certificates
EXHIBIT H-2    Form of Transferor Certificate for Transfers of Class R
                  Certificates
EXHIBIT I      Form of Acknowledgment of Proposed Special Servicer
EXHIBIT J      Form of Affidavit of Lost Note
EXHIBIT K-1    Information Request from Certificateholder or Certificate Owner
EXHIBIT K-2    Information Request from Prospective Investor
EXHIBIT L      Schedule of Designated Sub-Servicers
EXHIBIT M      Form of Sarbanes-Oxley Certification
EXHIBIT N      Schedule of Reference Rates
EXHIBIT O      Form of UCC Financing Statement
EXHIBIT P      Forms of Letters of Representations


                                      -vi-

<PAGE>

          This Pooling and Servicing Agreement is dated and effective as of
April 11, 2003, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as
Depositor, KEYCORP REAL ESTATE CAPITAL MARKETS, INC. d/b/a KEYBANK REAL ESTATE
CAPITAL, as Master Servicer and Special Servicer, and WELLS FARGO BANK
MINNESOTA, N.A., as Trustee.


                             PRELIMINARY STATEMENT:

          Column Financial, Inc. (together with its successors in interest,
"Column") has sold to Credit Suisse First Boston Mortgage Securities Corp.
(together with its successors in interest, the "Depositor"), pursuant to the
Mortgage Loan Purchase Agreement dated as of March 27, 2003 (as such may from
time to time hereafter be amended, modified, supplemented and/or restated, the
"First Mortgage Loan Purchase Agreement"), between Column, as seller, and the
Depositor, as purchaser, those mortgage loans initially identified on the
schedule attached hereto as Exhibit B-1 (such mortgage loans, the "Original
Pooled Column Mortgage Loans").

          Column has also sold to the Depositor, pursuant to the Mortgage Loan
Purchase Agreement dated as of March 27, 2003 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "Second
Mortgage Loan Purchase Agreement"), between Column, as seller, KeyBank National
Association (together with its successors in interest, "KeyBank"), as additional
party, and the Depositor, as purchaser, those mortgage loans initially
identified on the schedule attached hereto as Exhibit B-2 (such mortgage loans,
the "Original Pooled KeyBank Mortgage Loans").

          The Depositor desires, among other things, to: (i) establish a trust
fund, consisting primarily of the Original Pooled Column Mortgage Loans and the
Original Pooled KeyBank Mortgage Loans (collectively, the "Original Pooled
Mortgage Loans") and certain related rights, funds and property; (ii) cause the
issuance of mortgage pass-through certificates in multiple classes, which
certificates will, in the aggregate, evidence the entire beneficial ownership
interest in such trust fund; and (iii) provide for the servicing and
administration of the mortgage loans, including the Original Pooled Mortgage
Loans, and the other assets that from time to time constitute part of such trust
fund.

          Wells Fargo Bank Minnesota, N.A. (together with its successors in
interest, "Wells Fargo") desires to act as "Trustee" hereunder; and KeyCorp Real
Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital (together with
its successors in interest, "KRECM") desires to act as "Master Servicer" and
"Special Servicer" hereunder.

          In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

<PAGE>

                                   ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

          SECTION 1.01. Defined Terms.

          Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Section 1.01, subject to modification in accordance with Section 1.04.

          "30/360 Basis" shall mean the accrual of interest calculated on the
basis of a 360-day year consisting of twelve 30-day months.

          "A/B Intercreditor Agreement" shall mean, with respect to each A/B
Mortgage Loan Pair, the related Intercreditor Agreement Among Note Holders by
and between either Column or KeyBank, as applicable, as the initial holder of
the related Pooled A-Note Mortgage Loan, and CBA-Mezzanine Capital Finance, LLC,
as the initial holder of the related B-Note Mortgage Loan.

          "A/B Material Default" shall mean, with respect to any A/B Mortgage
Loan Pair, a "Material Default" under, and within the meaning of, the related
A/B Intercreditor Agreement.

          "A/B Mortgage Loan Pair" shall mean any Pooled A-Note Mortgage Loan,
together with the related B-Note Mortgage Loan.

          "A/B Mortgage Loan Pair Custodial Account" shall mean, with respect to
any A/B Mortgage Loan Pair, the segregated account or accounts (or, subject to
Section 3.04(h), the sub-account) created and maintained by the Master Servicer
pursuant to Section 3.04(e) in the name of the Trustee on behalf of the
Certificateholders and the related B-Note Mortgage Loan Holder, which, subject
to Section 3.04(h), shall be entitled "[name of Master Servicer], as Master
Servicer, in trust for [name of Trustee], on behalf of Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-CK2 and [name of the related B-Note Mortgage Loan
Holder], as their interests may appear". Any such account or accounts shall be
an Eligible Account (or, subject to Section 3.04(h), a sub-account of an
Eligible Account) and, only to the extent of amounts therein relating to the
subject Pooled A-Note Mortgage Loan, shall be part of REMIC I.

          "Actual/360 Basis" shall mean the accrual of interest calculated on
the basis of the actual number of days elapsed during any calendar month (or
other applicable recurring accrual period) in a year assumed to consist of 360
days.

          "Additional Collateral" shall mean any non-real property collateral
(including any Letter of Credit) pledged and/or delivered by or on behalf of the
related Borrower and held by the related Mortgagee to secure payment on any
Pooled Mortgage Loan identified on Exhibit C-1 hereto.

          "Additional Master Servicing Compensation" shall have the meaning
assigned thereto in Section 3.11(b).


                                      -2-

<PAGE>

          "Additional Special Servicing Compensation" shall have the meaning
assigned thereto in Section 3.11(d).

          "Additional Sully Place Yield Maintenance Amount" shall mean, in
connection with the repurchase of the Sully Place Pooled Mortgage Loan (which is
an Exhibit B-5 Mortgage Loan) as a result of Early Defeasance with respect
thereto, an amount equal to (1) the present value, as of the date of repurchase,
of the remaining scheduled payments of principal and interest from the date of
repurchase through the related Anticipated Repayment Date (together with the
entire amount of the unpaid principal balance scheduled to be outstanding with
respect to the Sully Place Pooled Mortgage Loan as of the related Anticipated
Repayment Date, after application of the scheduled payment of principal and
interest to be due on such date), determined by discounting such payments and
such principal amount at the Special Discount Rate, less (2) the unpaid
principal balance of the Sully Place Pooled Mortgage Loan as of the date of
repurchase. For purposes of the foregoing only, the term "Special Discount Rate"
shall mean the rate that, when compounded monthly, is equivalent to the Treasury
Rate when compounded semi-annually. For purposes of the foregoing only, the term
"Treasury Rate" shall mean the yield calculated by the linear interpolation of
the yields, as reported in Federal Reserve Statistical Release H.15-Selected
Interest Rates under the heading U.S. Government Securities/Treasury Constant
Maturities for the week ending prior to the date of repurchase, of U.S. Treasury
Constant Maturities with maturity dates (one longer and one shorter) most nearly
approximating the Anticipated Repayment Date for the Sully Place Pooled Mortgage
Loan. If Release H.15 is no longer published, the Master Servicer will select a
comparable publication to determine the Treasury Rate.

          "Additional Sully Place Yield Maintenance Contract Right" shall mean
the right to receive any Additional Sully Place Yield Maintenance Amount in
connection with any repurchase of the Sully Place Pooled Mortgage Loan as a
result of any Early Defeasance with respect thereto.

          "Additional Trust Fund Expense" shall mean any expense (other than
Master Servicing Fees and Trustee Fees) experienced with respect to the Trust
Fund and not otherwise included in the calculation of a Realized Loss that would
result in the Holders of any Class of REMIC III Regular Interest Certificates
receiving less than the total of their Current Interest Distribution Amount,
Carryforward Interest Distribution Amount and Principal Distribution Amount for
any Distribution Date.

          "Additional Yield Amount" shall have the meanings, as applicable,
assigned thereto in Section 4.01(d).

          "Adjusted REMIC II Remittance Rate" shall mean, with respect to any
REMIC II Regular Interest (other than REMIC II Regular Interest GLC and REMIC II
Regular Interest RCKB), for any Interest Accrual Period, the rate per annum
specified below:

          (a) with respect to REMIC II Regular Interest A-1-1, for any Interest
     Accrual Period, 3.006% per annum;

          (b) with respect to REMIC II Regular Interest A-1-2, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2004 Interest Accrual Period, an
     annual rate equal to the greater of (A) 3.006% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2004 Interest Accrual Period, 3.006%
     per annum;


                                      -3-

<PAGE>

          (c) with respect to REMIC II Regular Interest A-1-3, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2005 Interest Accrual Period, an
     annual rate equal to the greater of (A) 3.006% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2005 Interest Accrual Period, 3.006%
     per annum;

          (d) with respect to REMIC II Regular Interest A-2-1, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2005 Interest Accrual Period, an
     annual rate equal to the greater of (A) 3.861% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2005 Interest Accrual Period, 3.861%
     per annum;

          (e) with respect to REMIC II Regular Interest A-2-2, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2006 Interest Accrual Period, an
     annual rate equal to the greater of (A) 3.861% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2006 Interest Accrual Period, 3.861%
     per annum;

          (f) with respect to REMIC II Regular Interest A-2-3, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2007 Interest Accrual Period, an
     annual rate equal to the greater of (A) 3.861% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2007 Interest Accrual Period, 3.861%
     per annum;

          (g) with respect to REMIC II Regular Interest A-3-1, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2007 Interest Accrual Period, an
     annual rate equal to the greater of (A) 4.666% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2007 Interest Accrual Period, 4.666%
     per annum;

          (h) with respect to REMIC II Regular Interest A-3-2, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2008 Interest Accrual Period, an
     annual rate equal to the greater of (A) 4.666% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2008 Interest Accrual Period, 4.666%
     per annum;

          (i) with respect to REMIC II Regular Interest A-3-3, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2009 Interest Accrual Period, an
     annual rate equal to the greater of (A) 4.666% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2009 Interest Accrual Period, 4.666%
     per annum;

          (j) with respect to REMIC II Regular Interest A-4-1, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2009 Interest Accrual Period, an
     annual rate equal to the greater of (A) 4.801% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2009 Interest Accrual Period, 4.801%
     per annum;


                                      -4-

<PAGE>

          (k) with respect to REMIC II Regular Interest A-4-2, (i) for any
     Interest Accrual Period from and including the April 2003 Interest Accrual
     Period through and including the March 2010 Interest Accrual Period, an
     annual rate equal to the greater of (A) 4.801% per annum and (B) the
     Reference Rate for the related Distribution Date, and (ii) for any Interest
     Accrual Period subsequent to the March 2010 Interest Accrual Period, 4.801%
     per annum;

          (l) with respect to REMIC II Regular Interest B, (i) for any Interest
     Accrual Period from and including the April 2003 Interest Accrual Period
     through and including the March 2010 Interest Accrual Period, an annual
     rate equal to the greater of (A) 4.918% per annum and (B) the Reference
     Rate for the related Distribution Date, and (ii) for any Interest Accrual
     Period subsequent to the March 2010 Interest Accrual Period, 4.918% per
     annum;

          (m) with respect to REMIC II Regular Interest C, (i) for any Interest
     Accrual Period from and including the April 2003 Interest Accrual Period
     through and including the March 2010 Interest Accrual Period, an annual
     rate equal to the greater of (A) 4.958% per annum and (B) the Reference
     Rate for the related Distribution Date, and (ii) for any Interest Accrual
     Period subsequent to the March 2010 Interest Accrual Period, 4.958% per
     annum;

          (n) with respect to REMIC II Regular Interest D, (i) for any Interest
     Accrual Period from and including the April 2003 Interest Accrual Period
     through and including the March 2010 Interest Accrual Period, an annual
     rate equal to the greater of (A) 5.027% per annum and (B) the Reference
     Rate for the related Distribution Date, and (ii) for any Interest Accrual
     Period subsequent to the March 2010 Interest Accrual Period, 5.027% per
     annum;

          (o) with respect to REMIC II Regular Interest E, (i) for any Interest
     Accrual Period from and including the April 2003 Interest Accrual Period
     through and including the March 2010 Interest Accrual Period, an annual
     rate equal to the greater of (A) 5.118% per annum and (B) the Reference
     Rate for the related Distribution Date, and (ii) for any Interest Accrual
     Period subsequent to the March 2010 Interest Accrual Period, 5.118% per
     annum;

          (p) with respect to REMIC II Regular Interest F, (i) for any Interest
     Accrual Period from and including the April 2003 Interest Accrual Period
     through and including the March 2010 Interest Accrual Period, an annual
     rate (in no event in excess of the REMIC II Remittance Rate in effect for
     REMIC II Regular Interest F for such Interest Accrual Period) equal to the
     greater of (A) 5.641% per annum and (B) the Reference Rate for such
     Interest Accrual Period, and (ii) for any Interest Accrual Period
     subsequent to the March 2010 Interest Accrual Period, an annual rate equal
     to the lesser of (X) 5.641% per annum and (Y) the REMIC II Remittance Rate
     in effect for REMIC II Regular Interest F for such Interest Accrual Period;

          (q) with respect to REMIC II Regular Interest G, (i) for any Interest
     Accrual Period from and including the April 2003 Interest Accrual Period
     through and including the March 2010 Interest Accrual Period, an annual
     rate (in no event in excess of the REMIC II Remittance Rate in effect for
     REMIC II Regular Interest G for such Interest Accrual Period) equal to the
     greater of (A) 5.744% per annum and (B) the Reference Rate for such
     Interest Accrual Period, and (ii) for any Interest Accrual Period
     subsequent to the March 2010 Interest Accrual Period, an annual rate equal
     to the lesser of (X) 5.744% per annum and (Y) the REMIC II Remittance Rate
     in effect for REMIC II Regular Interest G for such Interest Accrual Period;


                                      -5-

<PAGE>

          (r) with respect to REMIC II Regular Interest H, for any Interest
     Accrual Period, an annual rate equal to the REMIC II Remittance Rate in
     effect for REMIC II Regular Interest H for such Interest Accrual Period;

          (s) with respect to REMIC II Regular Interest J, for any Interest
     Accrual Period, 4.898% per annum;

          (t) with respect to REMIC II Regular Interest K, for any Interest
     Accrual Period, 4.898% per annum;

          (u) with respect to REMIC II Regular Interest L, for any Interest
     Accrual Period, 4.898% per annum;

          (v) with respect to REMIC II Regular Interest M, for any Interest
     Accrual Period, 4.898% per annum;

          (w) with respect to REMIC II Regular Interest N, for any Interest
     Accrual Period, 4.898% per annum;

          (x) with respect to REMIC II Regular Interest O for any Interest
     Accrual Period, 4.898% per annum; and

          (y) with respect to REMIC II Regular Interest P for any Interest
     Accrual Period, 4.898% per annum.

          "Administrative Fee Rate" shall mean, with respect to each Pooled
Mortgage Loan (and any successor Pooled REO Loan with respect thereto), the sum
of the related Master Servicing Fee Rate, plus the Trustee Fee Rate.

          "Advance" shall mean any P&I Advance or Servicing Advance.

          "Advance Interest" shall mean the interest accrued on any Advance at
the Reimbursement Rate, which is payable to the party hereto that made that
Advance, all in accordance with Section 3.11(g) or Section 4.03(e), as
applicable.

          "Adverse Grantor Trust Event" shall mean either: (i) any impairment of
the status of any Grantor Trust Pool as a Grantor Trust; or (ii) the imposition
of a tax upon any Grantor Trust Pool or any of its assets or transactions.

          "Adverse Rating Event" shall mean, with respect to any Class of Rated
Certificates and each Rating Agency that has assigned a rating thereto, as of
any date of determination, the qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated Certificates by such Rating Agency
(or the placing of such Class of Rated Certificates on "negative credit watch"
status in contemplation of any such action with respect thereto).

          "Adverse REMIC Event" shall mean either: (i) any impairment of the
status of any REMIC Pool as a REMIC; or (ii) except as permitted by Section
3.17(a), the imposition of a tax upon any REMIC Pool or any of its assets or
transactions (including the tax on prohibited transactions as


                                      -6-

<PAGE>

defined in Section 860F(a)(2) of the Code and the tax on contributions set forth
in Section 860G(d) of the Code).

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

          "Agreement" shall mean this Pooling and Servicing Agreement, as it may
be amended, modified, supplemented or restated following the Closing Date.

          "A.M. Best" shall mean A.M. Best Company or its successor in interest.

          "Annual Accountants' Report" shall have the meaning assigned thereto
in Section 3.14.

          "Annual Performance Certification" shall have the meaning assigned
thereto in Section 3.13.

          "Anticipated Repayment Date" shall mean, with respect to any ARD
Mortgage Loan, the date specified in the related Mortgage Note, as of which
Post-ARD Additional Interest shall begin to accrue on such Mortgage Loan, which
date is prior to the Stated Maturity Date for such Mortgage Loan.

          "Appraisal" shall mean, with respect to any Mortgaged Property or REO
Property as to which an appraisal is required to be performed pursuant to the
terms of this Agreement, a narrative appraisal complying with USPAP (or, in the
case of a Pooled Mortgage Loan or a Pooled REO Loan with a Stated Principal
Balance as of the date of such appraisal of $2,000,000 or less, unless the
Controlling Class Representative permits or requires a narrative appraisal
complying with USPAP, either a limited appraisal, a summary report or an
internal valuation prepared by the Special Servicer) that (i) indicates the
"market value" of the subject property (within the meaning of 12 CFR Section
225.62(g)) and (ii) is conducted by a Qualified Appraiser (except that, in the
case of a Pooled Mortgage Loan or a Pooled REO Loan with a Stated Principal
Balance as of the date of such appraisal of $2,000,000 or less, unless the
Controlling Class Representative permits or requires the use of an Independent
Qualified Appraiser, the Person performing such limited appraisal, summary
report or internal valuation shall be an employee of the Special Servicer, which
employee need not be a Qualified Appraiser but shall have experience in
assessing the value of commercial and/or multifamily properties, as the case may
be).

          "Appraisal Reduction Amount" shall mean, with respect to any Required
Appraisal Loan, an amount (calculated as of the Determination Date immediately
following the later of (i) the date on which the most recent relevant Appraisal
acceptable for purposes of Section 3.19(c) hereof was obtained by the Special
Servicer pursuant to this Agreement and (ii) the date of the most recent
Appraisal Trigger Event with respect to such Required Appraisal Loan) equal to
the excess, if any, of:

          (1) the sum of (a) the Stated Principal Balance of such Required
     Appraisal Loan as of such Determination Date, (b) to the extent not
     previously advanced by or on behalf of the Master Servicer, the Trustee or
     any Fiscal Agent, all unpaid interest (net of Default Interest and, in the
     case of a Pooled ARD Mortgage Loan (or any successor Pooled REO Loan with
     respect thereto)


                                      -7-

<PAGE>

     after its Anticipated Repayment Date, Post-ARD Additional Interest) accrued
     on such Required Appraisal Loan through the most recent Due Date prior to
     such Determination Date, (c) all unpaid Special Servicing Fees accrued with
     respect to such Required Appraisal Loan, (d) all related unreimbursed
     Advances made by or on behalf of the Master Servicer, the Special Servicer,
     the Trustee or any Fiscal Agent with respect to such Required Appraisal
     Loan, together with all unpaid Advance Interest accrued on such Advances,
     and (e) all currently due but unpaid real estate taxes and assessments,
     insurance premiums and, if applicable, ground rents in respect of the
     related Mortgaged Property or REO Property, as applicable; over

          (2) the sum of (x) the excess, if any, of (i) 90% of the Appraised
     Value of the related Mortgaged Property or REO Property, as applicable, as
     determined by the most recent relevant Appraisal acceptable for purposes of
     Section 3.19(c) hereof, over (ii) the amount of any obligation(s) secured
     by any liens on such Mortgaged Property or REO Property, as applicable,
     that are prior to the lien of such Required Appraisal Loan, and (y) any
     Escrow Payments, Reserve Funds and/or Letters of Credit held by the Master
     Servicer or the Special Servicer with respect to such Required Appraisal
     Loan, the related Mortgaged Property or any related REO Property (exclusive
     of any such Escrow Payments and Reserve Funds, the application of which was
     assumed in determining the Appraised Value of the related Mortgaged
     Property or REO Property, as applicable, referred to in clause (2)(x)(i) of
     this definition).

          Notwithstanding the foregoing, if (i) an Appraisal Trigger Event
occurs with respect to any Pooled Mortgage Loan, (ii) either (A) no Appraisal
has been obtained or conducted, as applicable, in accordance with Section
3.19(c), with respect to the related Mortgaged Property during the 12-month
period prior to the date of such Appraisal Trigger Event or (B) there shall have
occurred since the date of the most recent Appraisal a material change in the
circumstances surrounding the related Mortgaged Property that would, in the
Special Servicer's judgment, materially affect the value of the property as
reflected in such Appraisal, and (iii) no new Appraisal is obtained or
conducted, as applicable in accordance with Section 3.19(c), by the earlier of
the 60th day after such Appraisal Trigger Event and the date on which such
Pooled Mortgage Loan first becomes 120 days delinquent as to any Monthly
Payment, then (x) until such new Appraisal is obtained or conducted, as
applicable in accordance with Section 3.19(c), the Appraisal Reduction Amount
shall equal 25% of the Stated Principal Balance of such Required Appraisal Loan,
and (y) upon receipt or performance, as applicable in accordance with Section
3.19(c), of such new Appraisal by the Special Servicer, the Appraisal Reduction
Amount for such Required Appraisal Loan will be recalculated in accordance with
the preceding sentence of this definition.

          Also notwithstanding the foregoing, in the case of the Great Lakes
Crossing Pooled Mortgage Loan and the Great Lakes Crossing Companion Mortgage
Loan (or any successor REO Loans with respect thereto), any Appraisal Reduction
Amount will be calculated based on the Great Lakes Crossing Total Mortgage Loan
as if it was a single Pooled Mortgage Loan or Pooled REO Loan, as applicable,
and such amount will then be allocated between the Great Lakes Crossing Pooled
Mortgage Loan (or any successor REO Loan with respect thereto) and the Great
Lakes Crossing Companion Mortgage Loan (or any successor REO Loan with respect
thereto) on a pro rata basis in accordance with the respective principal
balances thereof.


                                      -8-

<PAGE>

          "Appraisal Trigger Event" shall mean, with respect to the Great Lakes
Crossing Companion Mortgage Loan or any Pooled Mortgage Loan, any of the
following events:

          (i) such Mortgage Loan (or, in the case of the Great Lakes Crossing
     Companion Mortgage Loan, the related Pooled Mortgage Loan) becomes a
     Modified Pooled Mortgage Loan;

          (ii) any Monthly Payment (other than any Balloon Payment) with respect
     to such Mortgage Loan remains unpaid for 60 days;

          (iii) any Balloon Payment with respect to such Mortgage Loan remains
     unpaid for 90 days past the Due Date for such payment (or, if the related
     Borrower has delivered to the Master Servicer a refinancing commitment
     reasonably acceptable to the Special Servicer, for such longer period, not
     to exceed 150 days beyond the related maturity date, during which the
     refinancing would occur);

          (iv) the passage of 60 days after the Special Servicer receives notice
     that the Borrower under such Mortgage Loan has become the subject of
     bankruptcy, insolvency or similar proceedings, which proceedings remain
     undischarged and undismissed at the end of such 60 days;

          (v) the passage of 60 days after the Special Servicer receives notice
     that a receiver or similar official is appointed with respect to the
     related Mortgaged Property; provided that such receiver or similar official
     continues in that capacity at the end of such 60 days; and

          (vi) the related Mortgaged Property becomes an REO Property.

          "Appraised Value" shall mean, with respect to each Mortgaged Property
or REO Property, the appraised value thereof (as is) based upon the most recent
Appraisal obtained or conducted, as appropriate, pursuant to this Agreement.

          "ARD Mortgage Loan" shall mean a Mortgage Loan that provides for the
accrual of Post-ARD Additional Interest thereon if such Mortgage Loan is not
paid in full on or prior to its Anticipated Repayment Date.

          "Assignment of Leases" shall mean, with respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar document or
instrument executed by the related Borrower in connection with the origination
of the related Mortgage Loan(s), as such assignment may be amended, modified,
renewed or extended through the date hereof and from time to time hereafter.

          "Assumed Monthly Payment" shall mean:

          (a) with respect to any Pooled Balloon Mortgage Loan delinquent in
     respect of its Balloon Payment beyond the Determination Date immediately
     following its scheduled maturity date (as such date may be extended in
     connection with a bankruptcy, insolvency or similar proceeding involving
     the related Borrower or by reason of a modification, waiver or amendment
     granted or agreed to by the Master Servicer or the Special Servicer
     pursuant to Section 3.20), for that scheduled maturity date and for each
     subsequent Due Date as of which such Pooled Mortgage Loan remains
     outstanding and part of the Trust Fund, the scheduled monthly payment


                                      -9-

<PAGE>

     of principal and/or interest deemed to be due with respect to such Pooled
     Mortgage Loan on such Due Date equal to the amount that would have been due
     in respect thereof on such Due Date (other than any Default Interest) if
     such Pooled Mortgage Loan had been required to continue to accrue interest
     in accordance with its terms, and to pay principal in accordance with the
     amortization schedule (if any), in effect immediately prior to, and without
     regard to the occurrence of, such maturity date; and

          (b) with respect to any REO Loan, for any Due Date as of which the
     related REO Property (or any interest therein) remains part of the Trust
     Fund, the scheduled monthly payment of principal and/or interest deemed to
     be due in respect thereof on such Due Date equal to the Monthly Payment
     (or, in the case of a Pooled Balloon Mortgage Loan described in clause (a)
     of this definition, the Assumed Monthly Payment) that was due (or deemed
     due) with respect to the related Mortgage Loan on the last Due Date prior
     to its becoming an REO Loan.

          "ASTM" shall mean the American Society for Testing and Materials.

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

          "B-Note Mortgage Loan Holder" shall mean, with respect to any B-Note
Mortgage Loan, CBA-Mezzanine Capital Finance, LLC, or its successors and
assigns, as the holder of such B-Note Mortgage Loan.

          "Balloon Mortgage Loan" shall mean any Mortgage Loan that by its
original terms or by virtue of any modification entered into as of the Closing
Date (or, in the case of a Replacement Pooled Mortgage Loan, as of the related
date of substitution) provides for an amortization schedule extending beyond its
Stated Maturity Date and as to which, in accordance with such terms, a Balloon
Payment is due on its Stated Maturity Date.

          "Balloon Payment" shall mean any Monthly Payment payable on a Mortgage
Loan at scheduled maturity that is at least six times as large as the normal
Monthly Payment due on such Pooled Mortgage Loan.

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

          "Base Prospectus" shall mean that certain prospectus dated March 27,
2003, relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.

          "Book-Entry Certificate" shall mean any Certificate registered in the
name of the Depositary or its nominee.

          "Book-Entry Non-Registered Certificate" shall mean any Non-Registered
Certificate that constitutes a Book-Entry Certificate.


                                      -10-

<PAGE>

          "Borrower" shall mean, individually and collectively, as the context
may require, the obligor or obligors under a Mortgage Loan, including any Person
that has not signed the related Mortgage Note but owns an interest in the
related Mortgaged Property, which interest has been encumbered to secure such
Mortgage Loan.

          "Breach" shall mean, with respect to any Pooled Mortgage Loan, any
breach of representation or warranty made with respect thereto by Column
pursuant to Section 4(b) or 4(d) of the First Mortgage Loan Purchase Agreement
or by KeyBank pursuant to Section 4(b) or 4(d) of the Second Mortgage Loan
Purchase Agreement.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York, Minneapolis, Minnesota,
the city in which the Primary Servicing Offices of the Master Servicer or the
Special Servicer are located or the city in which the Corporate Trust Office of
the Trustee is located, are authorized or obligated by law or executive order to
remain closed.

          "Carryforward Interest Distribution Amount" shall have:

          (a) with respect to any Loan REMIC Regular Interest for any
     Distribution Date, the meaning assigned thereto in Section 2.08(g);

          (b) with respect to any REMIC I Regular Interest for any Distribution
     Date, the meaning assigned thereto in Section 2.10(g);

          (c) with respect to any REMIC II Regular Interest for any Distribution
     Date, the meaning assigned thereto in Section 2.12(g);

          (d) with respect to any Group A-SP REMIC III Regular Interest or Group
     A-X REMIC III Regular Interest for any Distribution Date, the meaning
     assigned thereto in Section 2.14(g); and

          (e) with respect to any Class of REMIC III Regular Interest
     Certificates for any Distribution Date, the meaning assigned thereto in
     Section 2.14(g).

          "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

          "Certificate" shall mean any one of the Depositor's Series 2003-CK2
Commercial Mortgage Pass-Through Certificates, as executed by the Trustee and
authenticated and delivered hereunder by the Certificate Registrar.

          "Certificate Factor" shall mean, with respect to any Class of REMIC
III Regular Interest Certificates, as of any date of determination, a fraction,
expressed as a decimal carried to eight places, the numerator of which is the
related Class Principal Balance or Class Notional Amount, as the case may be,
then outstanding, and the denominator of which is the related Class Principal
Balance or Class Notional Amount, as the case may be, outstanding as of the
Closing Date.


                                      -11-

<PAGE>

          "Certificateholder" or "Holder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that:
(i) neither a Disqualified Organization nor a Non-United States Tax Person shall
be a "Holder" of, or a "Certificateholder" with respect to, a Class R
Certificate for any purpose hereof; and (ii) solely for purposes of giving any
consent, approval, direction or waiver pursuant to this Agreement that
specifically relates to the rights, duties and/or obligations hereunder of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent in its respective capacity as such (other than any consent, approval or
waiver contemplated by any of Sections 3.23, 3.24 and 3.25), any Certificate
registered in the name of such party or in the name of any Affiliate thereof
shall be deemed not to be outstanding, and the Voting Rights to which it is
entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent, approval or
waiver that specifically relates to such party has been obtained. The
Certificate Registrar shall be entitled to request and conclusively rely upon a
certificate of the Depositor, the Master Servicer or the Special Servicer in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Certificateholders" or "Holders" shall
reflect the rights of Certificate Owners only insofar as they may indirectly
exercise such rights through the Depositary and the Depositary Participants
(except as otherwise specified herein), it being herein acknowledged and agreed
that the parties hereto shall be required to recognize as a "Certificateholder"
or "Holder" only the Person in whose name a Certificate is registered in the
Certificate Register.

          "Certificateholder Reports" shall mean, collectively, the Trustee
Report and the CMSA Investor Reporting Package.

          "Certificate Notional Amount" shall mean, with respect to any Interest
Only Certificate, as of any date of determination, the then notional principal
amount on which such Certificate accrues interest, equal to the product of (a)
the then Certificate Factor for the Class of Interest Only Certificates to which
such Certificate belongs, multiplied by (b) the amount specified on the face of
such Certificate as the initial Certificate Notional Amount thereof.

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

          "Certificate Principal Balance" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the then
outstanding principal amount of such Certificate equal to the product of (a) the
then Certificate Factor for the Class of Principal Balance Certificates to which
such Certificate belongs, multiplied by (b) the amount specified on the face of
such Certificate as the initial Certificate Principal Balance thereof.

          "Certificate Register" and "Certificate Registrar" shall mean the
register maintained and the registrar appointed pursuant to Section 5.02.

          "Certification Parties" shall have the meaning assigned thereto in
Section 8.14(b).

          "Certifying Person" shall have the meaning assigned thereto in Section
8.14(b).


                                      -12-

<PAGE>

          "Class" shall mean, collectively, all of the Certificates bearing the
same alphabetic or alphanumeric Class designation and having the same payment
terms. The respective Classes of Certificates are designated in Section 5.01(a).

          "Class A-P&I Certificate" shall mean any of the Class A-1, Class A-2,
Class A-3 and Class A-4 Certificates.

          "Class A-1" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class A-1 Certificates.

          "Class A-1 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric Class designation
"A-1".

          "Class A-2" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class A-2 Certificates.

          "Class A-2 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric Class designation
"A-2".

          "Class A-3" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class A-3 Certificates.

          "Class A-3 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric Class designation
"A-3".

          "Class A-4" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class A-4 Certificates.

          "Class A-4 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric Class designation
"A-4".

          "Class A-SP" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class A-SP Certificates.

          "Class A-SP Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation
"A-SP".

          "Class A-X" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class A-X Certificates.

          "Class A-X Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation
"A-X".

          "Class A-X/SPPML Sub-Account" shall mean a sub-account of the
Distribution Account established pursuant to Section 3.04(b), which sub-account
shall constitute an asset of the Trust Fund and Grantor Trust SPPML, but not an
asset of any REMIC Pool.

          "Class B" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class B Certificates.


                                      -13-

<PAGE>

          "Class B Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "B".

          "Class C" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class C Certificates.

          "Class C Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "C".

          "Class D" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class D Certificates.

          "Class D Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "D".

          "Class E" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class E Certificates.

          "Class E Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "E".

          "Class F" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class F Certificates.

          "Class F Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "F".

          "Class G" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class G Certificates.

          "Class G Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "G".

          "Class GLC" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class GLC Certificates.

          "Class GLC Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation
"GLC".

          "Class GLC Directing Certificateholder" shall mean the
Certificateholder of the Class GLC Certificates selected by the Holders of more
than 50% of the Percentage Interests in the Class GLC Certificates, as certified
by the Certificate Registrar from time to time; provided, however, that until a
Class GLC Directing Certificateholder is so selected or after receipt of a
notice from the Holders of more than 50% of the Percentage Interests in the
Class GLC Certificates, that a Class GLC Directing Certificateholder is no
longer designated, the Class GLC Certificateholder that beneficially owns the
largest aggregate Certificate Principal Balance of the Class GLC Certificates
will be the Class GLC Directing Certificateholder.


                                      -14-

<PAGE>

          "Class GLC Principal Distribution Amount" shall mean, with respect to
any Distribution Date, the total amount of principal deemed distributed (or,
assuming that the available funds were sufficient, that would have been deemed
distributed) to REMIC II with respect to REMIC I Regular Interest GLC-2 on such
Distribution Date pursuant to clause fifth of the first paragraph of Section
4.01(1).

          "Class GLC Purchase Date" shall have the meaning assigned thereto in
Section 3.27 of this Agreement.

          "Class GLC Purchase Notice" shall have the meaning assigned thereto in
Section 3.27 of this Agreement.

          "Class GLC Standard Available Distribution Amount" shall mean, with
respect to any Distribution Date, that portion of the Standard Available
Distribution Amount for such Distribution Date that is equal to the lesser of
(i) the amount deemed distributed to REMIC II with respect to REMIC I Regular
Interest GLC-2 on such Distribution Date pursuant to clauses fourth, fifth and
sixth of the first paragraph of Section 4.01(l) and (ii) the total of the
Interest Distribution Amount, the Principal Distribution Amount and the Loss
Reimbursement Amount with respect to the Class GLC Certificates for such
Distribution Date.

          "Class H" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class H Certificates.

          "Class H Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "H".

          "Class J" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class J Certificates.

          "Class J Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "J".

          "Class K" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class K Certificates.

          "Class K Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "K".

          "Class L" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class L Certificates.

          "Class L Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "L".

          "Class M" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class M Certificates.


                                      -15-

<PAGE>

          "Class M Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "M".

          "Class N" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class N Certificates.

          "Class N Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "N".

          "Class Notional Amount" shall mean the aggregate hypothetical or
notional amount on which a Class of Interest Only Certificates accrues or is
deemed to accrue interest from time to time, as calculated in accordance with
Section 2.14(e); provided that, for Certificateholder/Certificate Owner
reporting purposes, the Class Notional Amount of the Class A-SP Certificates
shall be calculated in accordance with the Prospectus Supplement.

          "Class O" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class O Certificates.

          "Class O Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "O".

          "Class P" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class P Certificates.

          "Class P Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "P".

          "Class Principal Balance" shall mean the aggregate principal balance
outstanding from time to time of any Class of Principal Balance Certificates, as
calculated in accordance with Section 2.14(e).

          "Class R" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class R Certificates.

          "Class R Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation "R".

          "Class RCKB" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class RCKB Certificates.

          "Class RCKB Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic Class designation
"RCKB".

          "Class RCKB Directing Certificateholder" shall mean the
Certificateholder of the Class RCKB Certificates selected by the Holders of more
than 50% of the Percentage Interests in the Class RCKB Certificates, as
certified by the Certificate Registrar from time to time; provided, however,
that until a Class RCKB Directing Certificateholder is so selected or after
receipt of a notice from the Holders of more than 50% of the Percentage
Interests in the Class RCKB Certificates, that a Class


                                      -16-

<PAGE>

RCKB Directing Certificateholder is no longer designated, the Class RCKB
Certificateholder that beneficially owns the largest aggregate Certificate
Principal Balance of the Class RCKB Certificates will be the Class RCKB
Directing Certificateholder.

          "Class RCKB Principal Distribution Amount" shall mean, with respect to
any Distribution Date, the total amount of principal deemed distributed (or,
assuming that the available funds were sufficient, that would have been deemed
distributed) to REMIC II with respect to REMIC I Regular Interest RCKB-2 on such
Distribution Date pursuant to clause fifth of the second paragraph of Section
4.01(l).

          "Class RCKB Purchase Date" shall have the meaning assigned thereto in
Section 3.27 of this Agreement.

          "Class RCKB Purchase Notice" shall have the meaning assigned thereto
in Section 3.27 of this Agreement.

          "Class RCKB Standard Available Distribution Amount" shall mean, with
respect to any Distribution Date, that portion of the Standard Available
Distribution Amount for such Distribution Date that is equal to the lesser of
(i) the amount deemed distributed to REMIC II with respect to REMIC I Regular
Interest RCKB-2 on such Distribution Date pursuant to clauses fourth, fifth and
sixth of the second paragraph of Section 4.01(l) and (ii) the total of the
Interest Distribution Amount, the Principal Distribution Amount and the Loss
Reimbursement Amount with respect to the Class RCKB Certificates for such
Distribution Date.

          "Class V-1" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class V-1 Certificates.

          "Class V-1 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric Class designation
"V-1".

          "Class V-1/2 Sub-Account" shall mean a sub-account of the Distribution
Account established pursuant to Section 3.04(b), which sub-account shall
constitute an asset of the Trust Fund and Grantor Trust V-1/2, but not an asset
of any REMIC Pool.

          "Class V-2" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class V-2 Certificates.

          "Class V-2 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric Class designation
"V-2".

          "Class V-3" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class V-3 Certificates.

          "Class V-3 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric Class designation
"V-3".


                                      -17-

<PAGE>

          "Class V-3/4 Sub-Account" shall mean a sub-account of the Distribution
Account established pursuant to Section 3.04(b), which sub-account shall
constitute an asset of the Trust Fund and Grantor Trust V-3/4, but not an asset
of any REMIC Pool.

          "Class V-4" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class V-4 Certificates.

          "Class V-4 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric Class designation
"V-4".

          "Clearstream" shall mean Clearstream Banking, societe anonyme,
Luxembourg, or any successor.

          "Closing Date" shall mean April 11, 2003.

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

          "CMSA Bond Level File" shall mean a monthly report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Bond Level File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

          "CMSA Collateral Summary File" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally.

          "CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Comparative Financial Status Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and in any event,
setting forth, among other things, (a) the occupancy and debt service coverage
ratio for each Pooled Mortgage Loan or


                                      -18-

<PAGE>

related Mortgaged Property, as applicable, as of the date of the latest
financial information (covering no less than twelve (12) consecutive months)
available immediately preceding the preparation of such report; and (b) the
revenue, expense and net operating income or net cash flow for each of the
following periods (to the extent such information is in the Master Servicer's or
the Special Servicer's possession or under its control): (i) the most current
available year-to-date, (ii) each of the previous two (2) full fiscal years
stated separately; and (iii) the "base year" (representing, in the case of any
Original Pooled Mortgage Loan, the original analysis of information used as of
the Due Date for such Pooled Mortgage Loan in April 2003). For the purposes of
the production by the Master Servicer or the Special Servicer of any such report
that is required to state information with respect to any Original Pooled
Mortgage Loan for any period prior to the related Due Date in April 2003, the
Master Servicer or the Special Servicer, as the case may be, may conclusively
rely (without independent verification), absent manifest error, on information
provided to it by Column or KeyBank, by the related Borrower or (x) in the case
of such a report produced by the Master Servicer, by the Special Servicer (if
other than the Master Servicer or an Affiliate thereof) and (y) in the case of
such a report produced by the Special Servicer, by the Master Servicer (if other
than the Special Servicer or an Affiliate thereof).

          "CMSA Delinquent Loan Status Report" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Delinquent Loan Status Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally.

          "CMSA Financial File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

          "CMSA Historical Liquidation Report" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Historical Liquidation Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally.

          "CMSA Historical Loan Modification and Corrected Mortgage Loan Report"
shall mean a report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally.

          "CMSA Investor Reporting Package" shall mean, collectively:

          (a) the following six electronic files: (i) CMSA Loan Setup File, (ii)
     CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA Bond
     Level File, (v) CMSA Financial File and (vi) CMSA Collateral Summary File;
     and


                                      -19-

<PAGE>

          (b) the following eight supplemental reports: (i) CMSA Delinquent Loan
     Status Report, (ii) CMSA Historical Loan Modification and Corrected
     Mortgage Loan Report, (iii) CMSA Historical Liquidation Report, (iv) CMSA
     REO Status Report, (v) CMSA Operating Statement Analysis Report, (vi) CMSA
     Comparative Financial Status Report, (vii) CMSA Servicer Watch List and
     (viii) CMSA NOI Adjustment Worksheet.

          "CMSA Loan Periodic Update File" shall mean a monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Periodic Update File" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally.

          "CMSA Loan Setup File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Loan Setup File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

          "CMSA NOI Adjustment Worksheet" shall mean a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "NOI Adjustment Worksheet" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally and
in any event, shall present the computations made in accordance with the
methodology described in such form to "normalize" the full year net operating
income or net cash flow, as applicable, and debt service coverage numbers used
in the other reports required by this Agreement.

          "CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Operating Statement Analysis Report" available as of
the Closing Date on the CMSA Website or in such other form for the presentation
of such information and containing such additional information as may from time
to time be recommended by the CMSA for commercial mortgage-backed securities
transactions generally.

          "CMSA Property File" shall mean a report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Property File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

          "CMSA REO Status Report" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"REO Status Report" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

          "CMSA Servicer Watch List" shall mean, for any Determination Date, a
report substantially in the form of, and containing the information called for
in, the downloadable form of the


                                      -20-

<PAGE>

"Servicer Watch List" available as of the Closing Date on the CMSA Website, or
in such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

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

          "Code" shall mean the Internal Revenue Code of 1986 and regulations
promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any
determination or opinion as to the tax consequences of any action or proposed
action or transaction, be applied to the Trust or the Certificates.

          "Collection Account" shall mean the segregated account or accounts
(or, subject to Section 3.04(h), the sub-account) created and maintained by the
Master Servicer, pursuant to Section 3.04(a), in trust for the
Certificateholders, which, subject to Section 3.04(h), shall be entitled "[name
of Master Servicer], as Master Servicer, in trust for the registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2003-CK2, Collection Account".

          "Collection Period" shall mean, with respect to any Distribution Date,
the period commencing immediately following the Determination Date in the
calendar month preceding the month in which such Distribution Date occurs (or,
in the case of the initial Distribution Date, commencing as of the Closing Date)
and ending on and including the Determination Date in the calendar month in
which such Distribution Date occurs.

          "Column" shall have the meaning assigned thereto in the Preliminary
Statement to this Agreement.

          "Column Performance Guarantee" shall mean the Guarantee dated as of
March 27, 2003, from the Column Performance Guarantor in favor of the Trustee,
relating to certain obligations of Column under Section 5 of the First Mortgage
Loan Purchase Agreement.

          "Column Performance Guarantor" shall mean Credit Suisse First Boston
acting through the Cayman Branch, its successor in interest or any successor
guarantor under the Column Performance Guarantee.

          "Commission" shall mean the Securities and Exchange Commission or any
successor thereto.

          "Companion REO Loan" shall mean the "Mortgage Loan" deemed for
purposes hereof to be outstanding (but outside the Mortgage Pool) with respect
to any REO Property in respect of the Great Lakes Crossing Total Mortgage Loan.
Any Companion REO Loan shall be deemed to provide for monthly payments of
principal and/or interest equal to its Assumed Monthly Payment and otherwise to
have the same terms and conditions as the Great Lakes Crossing Companion
Mortgage Loan (such terms and conditions to be applied without regard to the
default on the Great Lakes Crossing Companion Mortgage Loan or the subject REO
Acquisition). Any Companion REO Loan shall be deemed to have an initial unpaid
principal balance equal to the unpaid principal balance of the Great Lakes
Crossing Companion Mortgage Loan as of the date of the related REO Acquisition.
All Monthly Payments and


                                      -21-

<PAGE>

other amounts due and owing, or deemed to be due and owing, in respect of the
Great Lakes Crossing Companion Mortgage Loan as of the date of the related REO
Acquisition, shall be deemed to continue to be due and owing in respect of the
Companion REO Loan. In addition, all amounts payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent in
respect of the Great Lakes Crossing Companion Mortgage Loan as of the date of
the related REO Acquisition, including any unpaid or unreimbursed Servicing Fees
and Advances (together with any related unpaid Advance Interest), shall continue
to be payable or reimbursable in the same priority and manner pursuant to
Section 3.05 and the Great Lakes Crossing Intercreditor Agreement to the Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as the case may
be, in respect of the Companion REO Loan.

          "Compensating Interest Payment" shall mean, with respect to any
Distribution Date, any payment made by the Master Servicer pursuant to Section
3.19(a) to cover Prepayment Interest Shortfalls incurred during the related
Collection Period.

          "Component" shall mean any of the components of the Class A-X or Class
A-SP Certificates, which components are: (a) in the case of the Class A-X
Certificates, the respective Group A-X REMIC III Regular Interests; and (b) in
the case of the Class A-SP Certificates, the respective Group A-SP REMIC III
Regular Interests.

          "Component Notional Amount" shall mean the hypothetical or notional
amount on which any Group A-X REMIC III Regular Interest or Group A-SP REMIC III
Regular Interest accrues interest from time to time, as calculated in accordance
with Section 2.14(e).

          "Condemnation Proceeds" shall mean all cash amounts actually received
by the Trust or by the Master Servicer or the Special Servicer on its behalf in
connection with the taking of all or a part of a Mortgaged Property by exercise
of the power of eminent domain or condemnation, exclusive of any portion thereof
required to be released to the related Borrower or any other third-party in
accordance with applicable law and/or the terms and conditions of the related
Mortgage Loan Documents or any other applicable document.

          "Confidential Offering Circular" shall mean the final Confidential
Offering Circular dated March 27, 2003, relating to certain Classes of the
Non-Registered Certificates delivered by the Depositor to CSFB LLC as of the
Closing Date.

          "Controlling Class" shall mean, as of any date of determination, the
Class of Principal Balance Certificates (exclusive of the Class GLC Certificates
and the Class RCKB Certificates) with the lowest payment priority pursuant to
Sections 4.01(a) and 4.01(b), that has a then outstanding Class Principal
Balance that is not less than 25% of its initial Class Principal Balance;
provided that, if no Class of Principal Balance Certificates (exclusive of the
Class GLC Certificates and the Class RCKB Certificates) has a Class Principal
Balance that satisfies the foregoing requirement, then the Controlling Class
shall be the Class of Principal Balance Certificates (exclusive of the Class GLC
Certificates and the Class RCKB Certificates) with the lowest payment priority
pursuant to Sections 4.01(a) and 4.01(b), that has a then outstanding Class
Principal Balance greater than zero. For purposes of this definition, all of the
Class A-P&I Certificates shall be treated as a single Class and, if appropriate
under the terms of this definition, shall collectively constitute the
Controlling Class. As of the Closing Date, the Controlling Class shall be the
Class P Certificates.


                                      -22-

<PAGE>

          "Controlling Class Certificateholder" shall mean any Holder of
Certificates of the Controlling Class.

          "Controlling Class Representative" shall have the meaning assigned
thereto in Section 3.23(a).

          "Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located: (i) for Certificate
transfer purposes, at Sixth and Marquette Avenue, Minneapolis, Minnesota
55479-0113, Attention: Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2003-CK2; and (ii) for all
other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951,
Attention: Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-CK2.

          "Corrected Mortgage Loan" shall mean any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but as to which all Servicing Transfer Events
have ceased to exist.

          "Corrected Pooled Mortgage Loan" shall mean any Pooled Mortgage Loan
that is a Corrected Mortgage Loan.

          "Corresponding Class of Principal Balance Certificates" shall mean,
with respect to any REMIC II Regular Interest, the Class of Principal Balance
Certificates that has an alphabetic or alphanumeric Class designation that is
the same as the alphabetic or alphanumeric, as applicable, designation for such
REMIC II Regular Interest; provided that the Class A-1 Certificates shall be the
Corresponding Class of Principal Balance Certificates with respect to each of
REMIC II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II
Regular Interest A-1-3, the Class A-2 Certificates shall be the Corresponding
Class of Principal Balance Certificates with respect to each of REMIC II Regular
Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest
A-2-3, the Class A-3 Certificates shall be the Corresponding Class of Principal
Balance Certificates with respect to each of REMIC II Regular Interest A-3-1,
REMIC II Regular Interest A-3-2 and REMIC II Regular Interest A-3-3 and the
Class A-4 Certificates shall be the Corresponding Class of Principal Balance
Certificates with respect to each of REMIC II Regular Interest A-4-1 and REMIC
II Regular Interest A-4-2.

          "Corresponding Group A-SP REMIC III Regular Interest" shall mean, with
respect to any REMIC II Regular Interest, the Group A-SP REMIC III Regular
Interest that has an alphabetic or alphanumeric designation that, with the
deletion of "A-SP-", is the same as the alphabetic or alphanumeric, as
applicable, designation for such REMIC II Regular Interest.

          "Corresponding Group A-X REMIC III Regular Interest" shall mean, with
respect to any REMIC II Regular Interest, the Group A-X REMIC III Regular
Interest that has an alphabetic or alphanumeric designation that, with the
deletion of "A-X-", is the same as the alphabetic or alphanumeric, as
applicable, designation for such REMIC II Regular Interest.

          "Corresponding REMIC II Regular Interest" shall mean: (a) with respect
to any Class of Principal Balance Certificates, the REMIC II Regular Interest
that has an alphabetic or alphanumeric designation that is the same as the
alphabetic or alphanumeric, as applicable, Class designation for such


                                      -23-

<PAGE>

Class of Principal Balance Certificates (provided that each of REMIC II Regular
Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular Interest
A-1-3 shall be a Corresponding REMIC II Regular Interest with respect to the
Class A-1 Certificates, each of REMIC II Regular Interest A-2-1, REMIC II
Regular Interest A-2-2 and REMIC II Regular Interest A-2-3 shall be a
Corresponding REMIC II Regular Interest with respect to the Class A-2
Certificates, each of REMIC II Regular Interest A-3-1, REMIC II Regular Interest
A-3-2 and REMIC II Regular Interest A-3-3 shall be a Corresponding REMIC II
Regular Interest with respect to the Class A-3 Certificates and each of REMIC II
Regular Interest A-4-1 and REMIC II Regular Interest A-4-2 shall be a
Corresponding REMIC II Regular Interest with respect to the Class A-4
Certificates); (b) with respect to any Group A-SP REMIC III Regular Interest,
the REMIC II Regular Interest that has an alphabetic or alphanumeric designation
that, when preceded by "A-SP-", is the same as the alphabetic or alphanumeric,
as applicable, designation for such Group A-SP REMIC III Regular Interest; and
(c) with respect to any Group A-X REMIC III Regular Interest, the REMIC II
Regular Interest that has an alphabetic or alphanumeric designation that, when
preceded by "A-X-", is the same as the alphabetic or alphanumeric, as
applicable, designation for such Group A-X REMIC III Regular Interest.

          "Cross-Collateralized Group" shall mean any group of Pooled Mortgage
Loans that is cross-defaulted and cross-collateralized with each other. An A/B
Mortgage Loan Pair does not constitute a Cross-Collateralized Group. The Great
Lakes Crossing Pooled Mortgage Loan and the Great Lakes Crossing Companion
Mortgage Loan do not constitute a Cross-Collateralized Group.

          "Cross-Collateralized Pooled Mortgage Loan" shall mean any Pooled
Mortgage Loan, that is, by its terms, cross-defaulted and cross-collateralized
with any other Pooled Mortgage Loan. No Pooled A-Note Mortgage Loan shall
constitute a Cross-Collateralized Pooled Mortgage Loan. The Great Lakes Crossing
Pooled Mortgage Loan shall not constitute a Cross-Collateralized Pooled Mortgage
Loan.

          "CSFB LLC" shall mean Credit Suisse First Boston LLC or its successor
in interest.

          "Current Interest Distribution Amount" shall have:

          (a) with respect to any Loan REMIC Regular Interest for any
     Distribution Date, the meaning assigned thereto in Section 2.08(g);

          (b) with respect to any REMIC I Regular Interest for any Distribution
     Date, the meaning assigned thereto in Section 2.10(g);

          (c) with respect to any REMIC II Regular Interest for any Distribution
     Date, the meaning assigned thereto in Section 2.12(g);

          (d) with respect to any Group A-SP REMIC III Regular Interest or Group
     A-X REMIC III Regular Interest for any Distribution Date, the meaning
     assigned thereto in Section 2.14(g); and

          (e) with respect to any Class of REMIC III Regular Interest
     Certificates for any Distribution Date, the meaning assigned thereto in
     Section 2.14(g).


                                      -24-

<PAGE>

          "Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files.

          "Cut-off Date" shall mean, individually and collectively, the
respective Due Dates for the Original Pooled Mortgage Loans in April 2003.

          "Cut-off Date Principal Balance" shall mean, with respect to any
Original Pooled Mortgage Loan, the outstanding principal balance of such Pooled
Mortgage Loan as of its Due Date in April 2003, after application of all
payments of principal due on or before such date, whether or not received.

          "Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, in respect of any
Mortgage Loan or REO Loan.

          "Default Interest" shall mean, with respect to any Mortgage Loan (or,
if applicable, any successor REO Loan with respect thereto), any amounts
collected thereon, other than late payment charges, Prepayment Premiums or Yield
Maintenance Charges, that represent interest (exclusive, if applicable, of
Post-ARD Additional Interest) in excess of interest accrued on the principal
balance of such Mortgage Loan (or such REO Loan) at the related Mortgage Rate,
such excess interest arising out of a default under such Mortgage Loan.

          "Defaulting Party" shall have the meaning assigned thereto in Section
7.01(b).

          "Defective Pooled Mortgage Loan" shall mean any Pooled Mortgage Loan
as to which there exists a Material Breach or a Material Document Defect that
has not been cured in all material respects.

          "Definitive Certificate" shall have the meaning assigned thereto in
Section 5.03(a).

          "Deleted Mortgage Loan" shall mean a Defective Pooled Mortgage Loan
that is purchased or repurchased, as the case may be, from the Trust or replaced
with one or more Replacement Pooled Mortgage Loans, in either case as
contemplated by Section 2.03 or an Exhibit B-5 Mortgage Loan that is purchased
or repurchased, as the case may be, from the Trust as contemplated by Section
2.03.

          "Depositor" shall have the meaning assigned thereto in the Preliminary
Statement to this Agreement.

          "Depositary" shall mean The Depository Trust Company, or any successor
depositary hereafter named as contemplated by Section 5.03(c). The nominee of
the initial Depositary for purposes of registering those Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depositary shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act.

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


                                      -25-
<PAGE>

          "Designated Sub-Servicer" shall mean any Sub-Servicer set forth on
Exhibit L hereto and any successor to such Sub-Servicer under the related
Sub-Servicing Agreement.

          "Designated Sub-Servicer Agreement" shall mean any Sub-Servicing
Agreement between a Designated Sub-Servicer and the Master Servicer.

          "Determination Date" shall mean, with respect to any calendar month,
commencing in May 2003, the 11th day of such calendar month (or, if such 11th
day is not a Business Day, the next succeeding Business Day). Each Determination
Date will relate to the Distribution Date in the same calendar month.

          "Directly Operate" shall mean, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers (other than the sale of REO Property pursuant to Section
3.18), the performance of any construction work thereon or any use of such REO
Property in a trade or business conducted by the Trust other than through an
Independent Contractor; provided, however, that the Special Servicer (or any
Sub-Servicer on behalf of the Special Servicer) shall not be considered to
Directly Operate an REO Property solely because the Special Servicer (or any
Sub-Servicer on behalf of the Special Servicer) establishes rental terms,
chooses tenants, enters into or renews leases, deals with taxes and insurance,
or makes decisions as to repairs or capital expenditures with respect to such
REO Property.

          "Discount Rate" shall have the meaning assigned thereto in Section
4.01(d).

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

          "Distribution Account" shall mean the segregated account or accounts
(or, subject to Section 3.04(h), the sub-account) created and maintained by the
Trustee, pursuant to Section 3.04(b), in trust for the Certificateholders,
which, subject to Section 3.04(h), shall be entitled "[name of Trustee], as
Trustee, in trust for the registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2003-CK2, Distribution Account".


                                      -26-

<PAGE>

          "Distribution Date" shall mean, with respect to any calendar month,
commencing in May 2003, the fourth Business Day following the Determination Date
in such calendar month.

          "Document Defect" shall mean, with respect to any Pooled Mortgage
Loan, that any document required to be part of the related Mortgage File has not
been properly executed, is missing, contains information that does not conform
in any material respect with the corresponding information set forth in the
Pooled Mortgage Loan Schedule (and the terms of such document have not been
modified by written instrument contained in the related Mortgage File), or is
defective on its face.

          "Due Date" shall mean with respect to any Mortgage Loan (and, if
applicable, any successor REO Loan with respect thereto), the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on such
Mortgage Loan is first scheduled to be due (without regard to any applicable
grace period).

          "Early Defeasance" shall mean, with respect to any Exhibit B-5
Mortgage Loan, the defeasance of such Mortgage Loan in accordance with the
related Mortgage Loan Documents prior to the second anniversary of the Closing
Date.

          "Earn-Out Reserve Funds" shall mean Reserve Funds as to which any
release thereof to the related Borrower is tied to conditions relating to the
economic performance, value and/or occupancy of the subject Mortgaged Property.

          "EDGAR" shall mean the Electronic Data Gathering, Analysis, and
Retrieval System of the Commission, which is the computer system for the
receipt, acceptance, review and dissemination of documents submitted to the
Commission in electronic format.

          "Eligible Account" shall mean any of (i) an account maintained with a
federal or state chartered depositary institution or trust company, the
long-term deposit or long-term unsecured debt obligations of which are rated no
less than "Aa3" by Moody's and "AA" by Fitch (if the deposits are to be held in
the account for more than 30 days), or the short-term deposit or short-term
unsecured debt obligations of which are rated no less than "P-1" by Moody's and
"F-1+" by Fitch (if the deposits are to be held in the account for 30 days or
less), in any event at any time funds are on deposit therein, (ii) a segregated
trust account maintained with a federal or state chartered depositary
institution or trust company acting in its fiduciary capacity, which, in the
case of a state chartered depositary institution or trust company is subject to
regulations regarding fiduciary funds on deposit therein substantially similar
to 12 CFR Section 9.10(b), and which, in either case, has a combined capital and
surplus of at least $50,000,000 and is subject to supervision or examination by
federal or state authority, (iii) an account or accounts maintained with KeyBank
so long as KeyBank's long-term unsecured debt rating shall be at least "A1" from
Moody's and "A" from Fitch and KeyBank's short-term deposit or short-term
unsecured debt rating shall be at least "P-1" from Moody's and "F-1" from Fitch,
and (iv) any other account that is acceptable to the Rating Agencies (as
evidenced by written confirmation to the Trustee from each Rating Agency that
the use of such account would not, in and of itself, result in an Adverse Rating
Event with respect to any Class of Rated Certificates).

          "Environmental Insurance Policy" shall mean, with respect to any
Mortgaged Property or REO Property, any insurance policy covering pollution
conditions and/or other environmental conditions that is maintained from time to
time in respect of such Mortgaged Property or REO Property, as the case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.


                                      -27-

<PAGE>

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Borrower for application
toward the payment of real estate taxes, assessments, insurance premiums
(including with respect to any Environmental Insurance Policy), ground rents (if
applicable) and similar items in respect of the related Mortgaged Property.

          "Euroclear" shall mean The Euroclear System.

          "Event of Default" shall have the meaning assigned thereto in Section
7.01(a).

          "Excess Liquidation Proceeds" shall mean the excess, if any, of (a)
the Net Liquidation Proceeds from the sale or liquidation of a Specially
Serviced Pooled Mortgage Loan or REO Property, over (b) the sum of (i) the
amount needed to pay off such Specially Serviced Pooled Mortgage Loan or the
related Pooled REO Loan, as applicable, in full, (ii) all unpaid Advance
Interest on any related Advances and (iii) any related Liquidation Fee.

          "Excess Liquidation Proceeds Account" shall mean the segregated
account (or, subject to Section 3.04(h), the sub-account) created and maintained
by the Trustee pursuant to Section 3.04(d) in trust for the Certificateholders,
which, subject to Section 3.04(h), shall be entitled "[name of Trustee], as
Trustee, in trust for the registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2003-CK2, Excess Liquidation Proceeds Account".

          "Excess Servicing Strip" shall mean, with respect to any Pooled
Mortgage Loan or Pooled REO Loan, the portion of the related Master Servicing
Fee that accrues at the related Excess Servicing Strip Rate in effect from time
to time, subject to reduction by the Trustee in accordance with Section 3.11(a).

          "Excess Servicing Strip Rate" shall mean, with respect to any Pooled
Mortgage Loan or Pooled REO Loan, subject to reduction by the Trustee in
accordance with Section 3.11(a), a rate per annum equal to the excess of the
related Master Servicing Fee Rate over either (a) if such Pooled Mortgage Loan
or Pooled REO Loan is or has been the subject of a Designated Sub-Servicer
Agreement, the sum of 0.005% per annum and the per annum rate at which primary
servicing fees payable to the subject Designated Sub-Servicer were initially
calculated or (b) if such Pooled Mortgage Loan or Pooled REO Loan has not been
the subject of a Designated Sub-Servicer Agreement, 0.01% per annum.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Exchange Act Reporting Period" shall mean the period from and
including the Closing Date to and including December 31, 2003, as well as any
other fiscal year for the Trust if either (i) as of the commencement of such
fiscal year the Registered Certificates are held (directly or, in the case of
Registered Certificates held in book-entry form, through the Depositary) by at
least 300 Holders and/or Depositary Participants having accounts with the
Depositary or (ii) reporting under the Exchange Act is required with respect to
the Trust during or for, as applicable, such fiscal year because the Trustee
failed to make the requisite filing suspending such reporting.


                                      -28-

<PAGE>

          "Exchange Act Reports" shall mean all Current Reports on Form 8-K and
Annual Reports on Form 10-K that are to be filed with the Commission with
respect to the Trust as contemplated by Section 8.14.

          "Exemption-Favored Party" shall mean, with respect to any Class of
Certificates (other than the Class R, Class V-1, Class V-2, Class V-3 and Class
V-4 Certificates) that is investment grade rated by at least one Rating Agency,
any of (i) CSFB LLC, (ii) any Person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with CSFB
LLC, and (iii) any member of any underwriting syndicate or selling group of
which any Person described in clauses (i) and (ii) is a manager or co-manager
with respect to such Class of Certificates.

          "Exhibit B-5 Mortgage Loan" shall mean any Pooled Mortgage Loan
identified on Exhibit B-5 hereto.

          "Fair Value" shall mean, with respect to any Specially Designated
Defaulted Pooled Mortgage Loan, the amount that, in the Special Servicer's
reasonable judgment, would be realized in connection with a sale of such Pooled
Mortgage Loan if it were offered in a commercially reasonable manner and an open
bid auction were conducted.

          "Fannie Mae" shall mean the Federal National Mortgage Association or
any successor.

          "FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.

          "Final Distribution Date" shall mean the final Distribution Date on
which any distributions are to be made on the Certificates as contemplated by
Section 9.01.

          "Final Recovery Determination" shall mean a determination made by the
Special Servicer, in its reasonable judgment, with respect to any Specially
Serviced Mortgage Loan (other than a Mortgage Loan that is paid in full and
other than a Pooled Mortgage Loan or an REO Property, as the case may be, that
is repurchased or replaced by Column or KeyBank pursuant to a Mortgage Loan
Purchase Agreement, purchased or replaced by the Column Performance Guarantor
pursuant to the Column Performance Guarantee, purchased by the Master Servicer,
the Special Servicer or any Controlling Class Certificateholder(s) pursuant to
Section 9.01 or otherwise acquired by the Sole Certificateholder(s) in exchange
for all the Certificates pursuant to Section 9.01), that there has been a
recovery of all related Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds and other payments or recoveries that will ultimately be recoverable.

          "First Mortgage Loan Purchase Agreement" shall have the meaning
assigned thereto in the Preliminary Statement to this Agreement.

          "Fiscal Agent" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.13 to act as fiscal agent hereunder.

          "Fiscal Agent Agreement" shall have the meaning assigned thereto in
Section 8.13.

          "Fitch" shall mean Fitch, Inc. or its successor in interest. If
neither such rating agency nor any successor remains in existence, "Fitch" shall
be deemed to refer to such other nationally recognized statistical rating agency
or other comparable Person designated by the Depositor, notice of


                                      -29-

<PAGE>

which designation shall be given to the other parties hereto, and specific
ratings of Fitch, Inc. herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated. References herein to "applicable
rating category" (other than such references to "highest applicable rating
category") shall, in the case of Fitch, be deemed to refer to such applicable
rating category of Fitch, without regard to any plus or minus or other
comparable rating qualification.

          "Freddie Mac" shall mean the Federal Home Loan Mortgage Corporation or
any successor.

          "GAAP" shall mean generally accepted accounting principles in the
United States.

          "General Special Servicer" shall have the meaning assigned thereto in
Section 3.01(f).

          "GLCTML Custodial Account" shall mean, with respect to the Great Lakes
Crossing Total Mortgage Loan, the segregated account or accounts (or, subject to
Section 3.04(h), the sub-account) created and maintained by the Master Servicer
pursuant to Section 3.04(f) in the name of the Trustee on behalf of the
Certificateholders and the holder of the Great Lakes Crossing Companion Mortgage
Loan, which, subject to Section 3.04(h), shall be entitled "[name of Master
Servicer], as Master Servicer, in trust for [name of Trustee], on behalf of
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-CK2 and [name of the holder of
the Great Lakes Crossing Companion Mortgage Loan], as their interests may
appear". Any such account or accounts shall be an Eligible Account (or, subject
to Section 3.04(h), a sub-account of an Eligible Account) and, only to the
extent of amounts therein relating to the Great Lakes Crossing Pooled Mortgage
Loan, shall be part of REMIC I.

          "GLCTML Special Servicer" shall have the meaning assigned thereto in
Section 3.01(f).

          "Global Certificates" shall mean, collectively, the Rule 144A Global
Certificates and the Regulation S Global Certificates.

          "Goldman Sachs" shall mean Goldman, Sachs & Co. or its successor in
interest.

          "Grantor Trust" shall mean a grantor trust as defined under Subpart E
of Part 1 of Subchapter J of the Code.

          "Grantor Trust Pool" shall mean any of Grantor Trust V-1/2, Grantor
Trust V-3/4 and Grantor Trust SPPML.

          "Grantor Trust SPPML" shall mean the Grantor Trust designated as such
in Section 2.15(c).

          "Grantor Trust V-1/2" shall mean the Grantor Trust designated as such
in Section 2.15(a).

          "Grantor Trust V-3/4" shall mean the Grantor Trust designated as such
in Section 2.15(b).


                                      -30-

<PAGE>

          "Great Lakes Crossing Change of Control Event" shall mean the event
that exists when, as of any date of determination, the Class Principal Balance
of the Class GLC Certificates (net of any Appraisal Reduction Amount with
respect to the Great Lakes Crossing Pooled Mortgage Loan or any successor Pooled
REO Loan with respect thereto) is less than 25% of the initial Certificate
Principal Balance of the Class GLC Certificates.

          "Great Lakes Crossing Companion Mortgage Loan" means the Mortgage Loan
with an original principal balance of $60,000,000 that is secured by a lien on
the related Borrower's interest in the Great Lakes Crossing Mortgaged Property,
which Mortgage Loan will not be in the Trust Fund.

          "Great Lakes Crossing Intercreditor Agreement" means the intercreditor
agreement dated March 27, 2003, between Column and KeyBank, as the A-1
Noteholder, and Column and KeyBank, as the A-2 Noteholder, providing, among
other things, that all amounts received in respect of the Great Lakes Crossing
Total Mortgage Loan will be paid pro rata (by balance) to the holder of the
Great Lakes Crossing Pooled Mortgage Loan and the holder of the Great Lakes
Crossing Companion Mortgage Loan.

          "Great Lakes Crossing Mortgaged Property" shall mean the Mortgaged
Property identified on the Mortgage Loan Schedule as Great Lakes Crossing.

          "Great Lakes Crossing Payment Trigger Event" shall mean the event that
exists when, as of any date of determination, (i) an event of default exists
under the Great Lakes Crossing Pooled Mortgage Loan, (ii) a Servicing Transfer
Event exists with respect to the Great Lakes Crossing Pooled Mortgage Loan,
(iii) the Great Lakes Crossing Mortgaged Property has become an REO Property, or
(iv) payments of principal and interest are being made with respect to the Great
Lakes Crossing Pooled Mortgage Loan in accordance with a modification or
forbearance agreement.

          "Great Lakes Crossing Pooled Mortgage Loan" shall mean the Pooled
Mortgage Loan with an original principal balance of $91,000,000 that is secured
by a Mortgage on the Great Lakes Crossing Mortgaged Property.

          "Great Lakes Crossing Total Mortgage Loan" means the Great Lakes
Crossing Pooled Mortgage Loan and the Great Lakes Crossing Companion Mortgage
Loan, together.

          "Ground Lease" shall mean the ground lease pursuant to which any
Borrower holds a leasehold interest in the related Mortgaged Property, together
with any estoppels or other agreements executed and delivered by the ground
lessor in favor of the lender under the related Mortgage Loan(s).

          "Group A-SP REMIC III Regular Interests" shall mean, collectively,
REMIC III Regular Interest A-SP-A-1-2, REMIC III Regular Interest A-SP-A-1-3,
REMIC III Regular Interest A-SP-A-2-1, REMIC III Regular Interest A-SP-A-2-2,
REMIC III Regular Interest A-SP-A-2-3, REMIC III Regular Interest A-SP-A-3-1,
REMIC III Regular Interest A-SP-A-3-2, REMIC III Regular Interest A-SP-A-3-3,
REMIC III Regular Interest A-SP-A-4-1, REMIC III Regular Interest A-SP-A-4-2,
REMIC III Regular Interest A-SP-B, REMIC III Regular Interest A-SP-C, REMIC III
Regular Interest A-SP-D, REMIC III Regular Interest A-SP-E, REMIC III Regular
Interest A-SP-F and REMIC III Regular Interest A-SP-G.

          "Group A-X REMIC III Regular Interests" shall mean, collectively,
REMIC III Regular Interest A-X-A-1-1, REMIC III Regular Interest A-X-A-1-2,
REMIC III Regular Interest A-X-A-1-3,


                                      -31-

<PAGE>

REMIC III Regular Interest A-X-A-2-1, REMIC III Regular Interest A-X-A-2-2,
REMIC III Regular Interest A-X-A-2-3, REMIC III Regular Interest A-X-A-3-1,
REMIC III Regular Interest A-X-A-3-2, REMIC III Regular Interest A-X-A-3-3,
REMIC III Regular Interest A-X-A-4-1, REMIC III Regular Interest A-X-A-4-2,
REMIC III Regular Interest A-X-B, REMIC III Regular Interest A-X-C, REMIC III
Regular Interest A-X-D, REMIC III Regular Interest A-X-E, REMIC III Regular
Interest A-X-F, REMIC III Regular Interest A-X-G, REMIC III Regular Interest
A-X-H, REMIC III Regular Interest A-X-J, REMIC III Regular Interest A-X-K, REMIC
III Regular Interest A-X-L, REMIC III Regular Interest A-X-M, REMIC III Regular
Interest A-X-N, REMIC III Regular Interest A-X-O and REMIC III Regular Interest
A-X-P.

          "Group Environmental Insurance Policy" shall mean an Environmental
Insurance Policy that is maintained from time to time in respect of more than
one Mortgaged Property or REO Property.

          "Hazardous Materials" shall mean any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including those so identified
pursuant to CERCLA or any other federal, state or local environmental related
laws and regulations now existing or hereafter enacted, and specifically
including asbestos and asbestos-containing materials, polychlorinated biphenyls,
radon gas, petroleum and petroleum products, urea formaldehyde and any
substances classified as being "in inventory", "usable work in process" or
similar classification which would, if classified as unusable, be included in
the foregoing definition.

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

          "Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the Depositor, Column,
KeyBank, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent, the Controlling Class Representative, the Class GLC Directing
Certificateholder, the Class RCKB Directing Certificateholder and any and all
Affiliates thereof, (ii) does not have any direct financial interest in or any
material indirect financial interest in any of the Depositor, Column, KeyBank,
the Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent, the
Controlling Class Representative, the Class GLC Directing Certificateholder, the
Class RCKB Directing Certificateholder or any Affiliate thereof, and (iii) is
not connected with the Depositor, Column, KeyBank, the Master Servicer, the
Special Servicer, the Trustee, any Fiscal Agent, the Controlling Class
Representative, the Class GLC Directing Certificateholder, the Class RCKB
Directing Certificateholder or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Depositor, Column, KeyBank, the Master Servicer, the Special Servicer, the
Trustee, any Fiscal Agent, the Controlling Class Representative, the Class GLC
Directing Certificateholder, the Class RCKB Directing Certificateholder or any
Affiliate thereof merely because such Person is the beneficial owner of 1% or
less of any class of securities issued by the Depositor, Column, KeyBank, the
Master Servicer, the Special Servicer, the Trustee, such Fiscal Agent, the
Controlling Class Representative, the Class GLC Directing Certificateholder, the
Class RCKB Directing Certificateholder or any such Affiliate thereof, as the
case may be.


                                      -32-

<PAGE>

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

          "Initial Great Lakes Crossing Junior Percentage" means a fraction,
expressed as a percentage:

          (a) the numerator of which is the initial Class Principal Balance of
     the Class GLC Certificates, and

          (b) the denominator of which is the Cut-off Date Principal Balance of
     the Great Lakes Crossing Pooled Mortgage Loan.

          "Initial Great Lakes Crossing Senior Percentage" means a fraction,
expressed as a percentage:

          (a) the numerator of which is the Cut-off Date Principal Balance of
     the Great Lakes Crossing Pooled Mortgage Loan, reduced by the initial Class
     Principal Balance of the Class GLC Certificates, and

          (b) the denominator of which is the Cut-off Date Principal Balance of
     the Great Lakes Crossing Pooled Mortgage Loan.

          "Initial Pool Balance" shall mean the aggregate Cut-off Date Principal
Balance of all the Original Pooled Mortgage Loans.

          "Initial Resolution Period" shall have the meaning assigned thereto in
Section 2.03(b).

          "Initial Ritz-Carlton Key Biscayne Junior Percentage" means a
fraction, expressed as a percentage:

          (a) the numerator of which is the initial Class Principal Balance of
     the Class RCKB Certificates, and

          (b) the denominator of which is the Cut-off Date Principal Balance of
     the Ritz-Carlton Key Biscayne Pooled Mortgage Loan.


                                      -33-

<PAGE>

          "Initial Ritz-Carlton Key Biscayne Senior Percentage" means a
fraction, expressed as a percentage:

          (a) the numerator of which is the Cut-off Date Principal Balance of
     the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, reduced by the initial
     Class Principal Balance of the Class RCKB Certificates, and

          (b) the denominator of which is the Cut-off Date Principal Balance of
     the Ritz-Carlton Key Biscayne Pooled Mortgage Loan.

          "Institutional Accredited Investor" or "IAI" shall mean an "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or any entity in which all of the equity owners come
within such paragraphs.

          "Insurance Policy" shall mean, with respect to any Mortgage Loan or
REO Property, any hazard insurance policy, flood insurance policy, title
insurance policy, earthquake insurance policy, Environmental Insurance Policy,
business interruption insurance policy or other insurance policy that is
maintained from time to time in respect of such Mortgage Loan (or the related
Mortgaged Property) or such REO Property, as the case may be.

          "Insurance Proceeds" shall mean proceeds paid under any Insurance
Policy, to the extent such proceeds actually received by the Master Servicer,
the Special Servicer or the Trustee are not applied to the restoration of the
related Mortgaged Property or REO Property or released to the related Borrower
or any other third-party in accordance with applicable law and/or the terms and
conditions of the related Mortgage Loan Documents or any other applicable
document.

          "Insured Environmental Event" shall have the meaning assigned thereto
in Section 3.07(c).

          "Interest Accrual Amount" shall have:

          (a) with respect to any Loan REMIC Regular Interest, for any Interest
     Accrual Period, the meaning assigned thereto in Section 2.08(g).

          (b) with respect to any REMIC I Regular Interest, for any Interest
     Accrual Period, the meaning assigned thereto in Section 2.10(g);

          (c) with respect to any REMIC II Regular Interest, for any Interest
     Accrual Period, the meaning assigned thereto in Section 2.12(g);

          (d) with respect to any Group A-SP REMIC III Regular Interest or Group
     A-X REMIC III Regular Interest for any Interest Accrual Period, the meaning
     assigned thereto in Section 2.14(g); and

          (e) with respect to any Class of REMIC III Regular Interest
     Certificates, for any Interest Accrual Period, the meaning assigned thereto
     in Section 2.14(g).


                                      -34-

<PAGE>

          "Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan, any Loan REMIC Regular Interest, any
REMIC I Regular Interest, any REMIC II Regular Interest, any Group A-SP REMIC
III Regular Interest, any Group A-X REMIC III Regular Interest or any Class of
REMIC III Regular Interest Certificates, consisting of one of the following: (i)
a 30/360 Basis; or (ii) an Actual/360 Basis.

          "Interest Accrual Period" shall mean, with respect to any Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II Regular Interest,
any Group A-SP REMIC III Regular Interest, any Group A-X REMIC III Regular
Interest or any Class of REMIC III Regular Interest Certificates, for any
Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs.

          "Interest Distribution Amount" shall mean, with respect to any Loan
REMIC Regular Interest, any REMIC I Regular Interest, any REMIC II Regular
Interest, any Group A-SP REMIC III Regular Interest, any Group A-X REMIC III
Regular Interest or any Class of REMIC III Regular Interest Certificates, for
any Distribution Date, the sum of the related Current Interest Distribution
Amount and any related Carryforward Interest Distribution Amount for such
Distribution Date.

          "Interest Only Certificates" shall mean, collectively, the Class A-X
and Class A-SP Certificates.

          "Interest Reserve Account" shall mean the segregated account (or,
subject to Section 3.04(h), the sub-account) created and maintained by the
Trustee, pursuant to Section 3.04(c), in trust for the Certificateholders,
which, subject to Section 3.04(h), shall be entitled "[name of Trustee], as
Trustee, in trust for the registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2003-CK2, Interest Reserve Account".

          "Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Loan and each Distribution Date that occurs during the month of February
of each year subsequent to 2003 or during the month of January of each year
subsequent to 2003 that is not a leap year, an amount equal to one-day's
interest at the related Net Mortgage Rate (or, in the case of the Great Lakes
Crossing Pooled Mortgage Loan or any successor Pooled REO Loan with respect
thereto, 5.18166137933% per annum) on the Stated Principal Balance of such
Interest Reserve Loan as of the Due Date in the month in which such Distribution
Date occurs (but prior to the application of any amounts due on such Due Date)
(or, in the case of the Great Lakes Crossing Pooled Mortgage Loan, the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan or any successor Pooled REO Loan
in respect of either such Mortgage Loan, such Stated Principal Balance reduced
(to not less than zero) by the then Class Principal Balance of the Class GLC
Certificates or the Class RCKB Certificates, as applicable), to the extent that
a Monthly Payment is received in respect thereof for such Due Date on or before
the related Master Servicer Remittance Date or a P&I Advance is made in respect
thereof for such Due Date on the related P&I Advance Date.

          "Interest Reserve Loan" shall mean any Pooled Mortgage Loan that
accrues interest on an Actual/360 Basis or any successor Pooled REO Loan with
respect thereto.

          "Interested Person" shall mean any party hereto, Column, KeyBank, any
Certificateholder, or any Affiliate of any such Person.

          "Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).


                                      -35-

<PAGE>

          "Investment Company Act" shall mean the Investment Company Act of
1940, as amended.

          "Investment Period" shall mean: (a) with respect to any Investment
Account maintained by the Master Servicer or the Special Servicer, the period
that ends at the close of business (New York City time) on each Determination
Date and commences immediately following the end of the prior such period (or,
in the case of the first such period, commences on the Closing Date); and (b)
with respect to any Investment Account maintained by the Trustee, the period
that ends at the close of business (New York City time) on each Master Servicer
Remittance Date and commences immediately following the end of the prior such
period (or, in the case of the first such period, commences on the Closing
Date).

          "IRS" shall mean the Internal Revenue Service or any successor.

          "Issue Price" shall mean, with respect to each Class of Certificates,
the "issue price" as defined in the Code and Treasury regulations promulgated
thereunder.

          "KeyBank" shall have the meaning assigned thereto in the Preliminary
Statement to this Agreement.

          "KRECM" shall have the meaning assigned thereto in the Preliminary
Statement to this Agreement.

          "Late Collections" shall mean: (a) with respect to any Mortgage Loan,
all amounts received by the Master Servicer or the Special Servicer with respect
thereto during any Collection Period, whether as payments, Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late
collections of the principal and/or interest portions of a Monthly Payment
(other than a Balloon Payment) or, if applicable, an Assumed Monthly Payment in
respect of such Mortgage Loan due or deemed due on a Due Date in a previous
Collection Period or on a Due Date during or prior to April 2003, and not
previously recovered; and (b) with respect to any REO Loan, all amounts received
by the Master Servicer or the Special Servicer in connection with the related
REO Property during any Collection Period, whether as Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late collections of the principal and/or interest portions of a
Monthly Payment (other than a Balloon Payment) or, if applicable, an Assumed
Monthly Payment in respect of the predecessor Mortgage Loan or late collections
of the principal and/or interest portions of an Assumed Monthly Payment in
respect of such REO Loan due or deemed due on a Due Date in a previous
Collection Period, and not previously recovered. Late Collections do not include
Default Charges.

          "Latest Possible Maturity Date" shall mean, with respect to any Loan
REMIC Regular Interest, any REMIC I Regular Interest, any REMIC II Regular
Interest, any Group A-SP REMIC III Regular Interest, any Group A-X REMIC III
Regular Interest or any Class of REMIC III Regular Interest Certificates, the
date designated as the "latest possible maturity date" thereof solely for
purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii). The
Latest Possible Maturity Date for each Loan REMIC Regular Interest is set forth
in Section 2.08(h), the Latest Possible Maturity Date for each REMIC I Regular
Interest is set forth in Section 2.10(h), the Latest Possible Maturity Date for
each REMIC II Regular Interest is set forth in Section 2.12(h) and the Latest
Possible Maturity Date for each Class of REMIC III Regular Interest Certificates
is set forth in Section 2.14(h).


                                      -36-

<PAGE>

          "Letter of Credit" shall mean, with respect to any Mortgage Loan, any
third-party letter of credit delivered by or at the direction of the Borrower
pursuant to the terms of such Mortgage Loan in lieu of the establishment of, or
deposit otherwise required to be made into, a Reserve Fund.

          "Liquidation Event" shall mean: (a) with respect to any Mortgage Loan,
any of the following events--(i) such Mortgage Loan is paid in full, (ii) a
Final Recovery Determination is made with respect to such Mortgage Loan, (iii)
in the case of a Pooled Mortgage Loan, such Pooled Mortgage Loan is repurchased
or replaced by Column or KeyBank pursuant to a Mortgage Loan Purchase Agreement
or purchased or replaced by the Column Performance Guarantor pursuant to the
Column Performance Guarantee, in each case as contemplated by Section 2.03, (iv)
in the case of a Pooled Mortgage Loan, such Pooled Mortgage Loan is purchased by
the Special Servicer, the Majority Controlling Class Certificateholder or any
assignee of either of them pursuant to Section 3.18, (v) in the case of a Pooled
Mortgage Loan, such Pooled Mortgage Loan is purchased by the Master Servicer,
the Special Servicer or any Controlling Class Certificateholder(s) pursuant to
Section 3.18 or Section 9.01, (vi) in the case of the Great Lakes Crossing
Pooled Mortgage Loan or the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, such
Pooled Mortgage Loan is purchased by the Class GLC Directing Certificateholder
or the RCKB Directing Certificateholder, as the case may be, pursuant to Section
3.27; (vii) in the case of the Great Lakes Crossing Pooled Mortgage Loan, such
Pooled Mortgage Loan is purchased by the holder of the Great Lakes Crossing
Companion Mortgage Loan pursuant to the Great Lakes Crossing Intercreditor
Agreement; (viii) in the case of a Pooled A-Note Mortgage Loan, such Pooled
Mortgage Loan is purchased by the related B-Note Mortgage Loan Holder pursuant
to the related A/B Intercreditor Agreement, (ix) in the case of a Pooled
Mortgage Loan, such Pooled Mortgage Loan is purchased by any related Mezzanine
Loan Holder, or (x) such Pooled Mortgage Loan is acquired by the Sole
Certificateholder(s) in exchange for all of the Certificates pursuant to Section
9.01; and (b) with respect to any REO Property (and the related Pooled REO
Loan), any of the following events--(i) a Final Recovery Determination is made
with respect to such REO Property, (ii) such REO Property is purchased by the
Master Servicer, the Special Servicer or any Controlling Class
Certificateholder(s) pursuant to Section 9.01 or (iii) such REO Property is
acquired by the Sole Certificateholder(s) in exchange for all of the
Certificates pursuant to Section 9.01.

          "Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not otherwise
covered by Servicing Advances) in connection with the liquidation of any
Specially Serviced Mortgage Loan or REO Property pursuant to Section 3.09 or
3.18 or the final payoff of a Corrected Mortgage Loan (including, in any such
case, legal fees and expenses, committee or referee fees and, if applicable,
brokerage commissions and conveyance taxes).

          "Liquidation Fee" shall mean the fee designated as such, and payable
to the Special Servicer in connection with certain collections on a Specially
Serviced Mortgage Loan (other than, if applicable, a B-Note Mortgage Loan) or an
REO Property, pursuant to the third paragraph (together with, in the case of the
Great Lakes Crossing Companion Mortgage Loan or any successor Companion REO Loan
with respect thereto, the last paragraph) of Section 3.11(c).

          "Liquidation Fee Rate" shall mean 1.0%.

          "Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues) actually received by
the Master Servicer, the Special


                                      -37-

<PAGE>

Servicer or the Trustee in connection with: (i) the liquidation of a Mortgaged
Property or other collateral constituting security for a defaulted Mortgage
Loan, through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related Borrower
in accordance with applicable law and/or the terms and conditions of the related
Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment
obtained against a Borrower; (iii) the purchase of a Specially Designated
Defaulted Pooled Mortgage Loan by the Special Servicer, the Majority Controlling
Class Certificateholder or any assignee of either of them pursuant to Section
3.18; (iv) the repurchase of a Pooled Mortgage Loan by Column or KeyBank
pursuant to a Mortgage Loan Purchase Agreement or by the Column Performance
Guarantor pursuant to the Column Performance Guarantee (including the payment of
any Additional Sully Place Yield Maintenance Amount); (v) the purchase of the
Great Lakes Crossing Pooled Mortgage Loan by the Class GLC Directing
Certificateholder pursuant to Section 3.27; (vi) the purchase of the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan by the Class RCKB Directing
Certificateholder pursuant to Section 3.27; (vii) the purchase of the Great
Lakes Crossing Pooled Mortgage Loan by the holder of the Great Lakes Crossing
Companion Mortgage Loan pursuant to the Great Lakes Crossing Intercreditor
Agreement; (viii) the substitution of one or more Replacement Pooled Mortgage
Loans for a Deleted Mortgage Loan by Column or KeyBank pursuant to a Mortgage
Loan Purchase Agreement or by the Column Performance Guarantor pursuant to the
Column Performance Guarantee (such cash amounts being any Substitution Shortfall
Amounts); (ix) in the case of any A/B Mortgage Loan Pair, the purchase of the
related Pooled A-Note Mortgage Loan by the related B-Note Mortgage Loan Holder
pursuant to the related A/B Intercreditor Agreement; (x) the purchase of any
Pooled Mortgage Loan by any related Mezzanine Loan Holder; (xi) the purchase of
a Pooled Mortgage Loan or REO Property by the Master Servicer, the Special
Servicer or any Controlling Class Certificateholder(s) pursuant to Section 9.01;
or (xii) the acquisition of any Pooled Mortgage Loan or REO Property by the Sole
Certificateholder(s) in exchange for all the Certificates pursuant to Section
9.01. Except for the purposes of Section 3.11(c), "Liquidation Proceeds" shall
also include Cure Payments, any reimbursement or indemnity payments to the Trust
by Column, KeyBank or the Column Performance Guarantor as contemplated by the
second paragraph of Section 2.03(b) or otherwise pursuant to a Mortgage Loan
Purchase Agreement or the Column Performance Guarantee, and any amounts
transferred from a Purchase Price Security Deposit Account to the Collection
Account pursuant to Section 2.03(b) and from a Special Reserve Account to the
Collection Account pursuant to Section 2.03(e).

          "Loan REMIC" shall mean any segregated pool of assets designated as
such in Section 2.08(a).

          "Loan REMIC Regular Interest" shall mean the separate non-certificated
beneficial ownership interest in a Loan REMIC, which interest is issued
hereunder and designated as a "regular interest" (within the meaning of Section
860G(a)(1) of the Code) in such Loan REMIC. Each Loan REMIC Regular Interest has
the designation and terms provided for in Section 2.08.

          "Loan REMIC Remittance Rate" shall mean the per annum rate at which
interest accrues in respect of any Loan REMIC Regular Interest during any
Interest Accrual Period, as set forth in or otherwise calculated in accordance
with Section 2.08(f).

          "Loan REMIC Residual Interest" shall mean the sole uncertificated
"residual interest" (within the meaning of 860G(a)(2) of the Code) in a Loan
REMIC, which interest is issued pursuant to this Agreement.


                                      -38-

<PAGE>

          "Loss Reimbursement Amount" shall mean:

          (a) with respect to any Loan REMIC Regular Interest, for any
     Distribution Date, the total amount of all Unfunded Principal Balance
     Reductions, if any, incurred by (but not reimbursed to) REMIC I with
     respect to such Loan REMIC Regular Interest on all prior Distribution
     Dates, if any;

          (b) with respect to any REMIC I Regular Interest, for any Distribution
     Date, the total amount of all Unfunded Principal Balance Reductions, if
     any, incurred by (but not reimbursed to) REMIC II with respect to such
     REMIC I Regular Interest on all prior Distribution Dates, if any;

          (c) with respect to any REMIC II Regular Interest, for any
     Distribution Date, the total amount of all Unfunded Principal Balance
     Reductions, if any, incurred by (but not reimbursed to) REMIC III with
     respect to such REMIC II Regular Interest on all prior Distribution Dates,
     if any; and

          (d) with respect to any Class of Principal Balance Certificates, for
     any Distribution Date, the total amount of all Unfunded Principal Balance
     Reductions, if any, incurred by (but not reimbursed to) the Holders of such
     Class of Certificates on all prior Distribution Dates, if any.

          "Majority Controlling Class Certificateholder" shall mean, as of any
date of determination, any single Holder or group of Holders of Certificates
representing a majority of the Voting Rights allocated to the Class of Principal
Balance Certificates that constitutes, or the Classes of Principal Balance
Certificates that constitute, the Controlling Class as of such date of
determination.

          "Master Servicer" shall mean KRECM, in its capacity as master servicer
hereunder, or any successor master servicer appointed as provided herein.

          "Master Servicer Backup Certification" shall have the meaning assigned
thereto in Section 8.14(g).

          "Master Servicer Remittance Amount" shall mean, with respect to any
Master Servicer Remittance Date, an amount equal to (a) all amounts on deposit
in the Collection Account as of 11:00 a.m., New York City time, on such Master
Servicer Remittance Date, net of (b) any portion of the amounts described in
clause (a) of this definition that represents one or more of the following: (i)
collected Monthly Payments that are due on a Due Date following the end of the
related Collection Period, (ii) any payments of principal (including Principal
Prepayments) and interest (including Post-ARD Additional Interest), Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds received by or on
behalf of the Trust after the end of the related Collection Period, (iii) any
Prepayment Premiums and/or Yield Maintenance Charges received by or on behalf of
the Trust after the end of the related Collection Period, (iv) any Excess
Liquidation Proceeds, (v) any amounts payable or reimbursable to any Person from
the Collection Account pursuant to clauses (ii) through (xix) of Section
3.05(a), and (vi) any amounts deposited in the Collection Account in error;
provided that the Master Servicer Remittance Amount for the Master Servicer
Remittance Date that occurs in the same calendar month as the anticipated Final
Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii)
and (b)(iii) of this definition.


                                      -39-

<PAGE>

          "Master Servicer Remittance Date" shall mean the Business Day
preceding each Distribution Date.

          "Master Servicing Fee" shall mean, with respect to each Pooled
Mortgage Loan, the Great Lakes Crossing Companion Mortgage Loan and each REO
Loan, the fee designated as such and payable to the Master Servicer pursuant to
Section 3.11(a).

          "Master Servicing Fee Rate" shall mean: (a) with respect to each
Pooled Mortgage Loan (and any successor Pooled REO Loan with respect thereto),
the rate per annum specified with respect to such Pooled Mortgage Loan under the
heading "Servicing and Trustee Fees" in the Pooled Mortgage Loan Schedule, minus
the Trustee Fee Rate; and (b) with respect to the Great Lakes Crossing Companion
Mortgage Loan (and any successor Companion REO Loan with respect thereto), 0.04%
per annum.

          "Material Breach" shall mean with respect to any Pooled Mortgage Loan
or REO Property, any Breach that materially and adversely affects the value of,
or the interests of the Trust in, such Pooled Mortgage Loan or REO Property or
that materially and adversely affects any Certificateholder.

          "Material Document Defect" shall mean: (a) with respect to any Pooled
Mortgage Loan, any Document Defect that materially and adversely affects the
value of, or the interests of the Trust or any Certificateholder in, such Pooled
Mortgage Loan; and (b) with respect to any REO Property, any Document Defect
that materially and adversely affects the value of, or the interests of any
Certificateholder in, such REO Property; provided that, without limiting the
generality of the foregoing, the absence of a Specially Designated Mortgage Loan
Document shall automatically be a Material Document Defect with respect to the
affected Pooled Mortgage Loan.

          "McDonald" shall mean McDonald Investments Inc. or its successor in
interest.

          "Mezzanine Loan" shall mean any loan secured by a lien on an equity
interest in the Borrower under any Pooled Mortgage Loan identified on Exhibit
C-2 hereto.

          "Mezzanine Loan Holder" shall mean the holder of a Mezzanine Loan.

          "Mezzanine Loan Intercreditor Agreement" shall mean any intercreditor
agreement, co-lender agreement or similar agreement between a Mezzanine Loan
Holder and the holder of the corresponding Pooled Mortgage Loan.

          "Modified Pooled Mortgage Loan" shall mean any Pooled Mortgage Loan as
to which any Servicing Transfer Event has occurred and which has been modified
by the Special Servicer pursuant to Section 3.20 in a manner that:

          (a) materially affects the amount or timing of any payment of
     principal or interest due thereon (other than, or in addition to, bringing
     Monthly Payments current with respect to such Pooled Mortgage Loan);

          (b) except as expressly contemplated by the related Mortgage Loan
     Documents, results in a release of the lien of the Mortgage on any material
     portion of the related Mortgaged


                                      -40-

<PAGE>

     Property without a corresponding Principal Prepayment in an amount, or the
     delivery of substitute real property collateral with a fair market value
     (as is), that is not less than the fair market value (as is) of the
     property to be released, as determined by an Appraisal delivered to the
     Special Servicer (at the expense of the related Borrower and upon which the
     Special Servicer may conclusively rely); or

          (c) in the reasonable judgment of the Special Servicer, otherwise
     materially impairs the security for such Pooled Mortgage Loan or materially
     reduces the likelihood of timely payment of amounts due thereon.

          "Monthly Payment" shall mean, with respect to any Mortgage Loan as of
any Due Date, the scheduled monthly payment (or, in the case of an ARD Mortgage
Loan after its Anticipated Repayment Date, the minimum required monthly payment)
of principal and/or interest on such Mortgage Loan, including any Balloon
Payment, that is actually payable by the related Borrower from time to time
under the terms of the related Mortgage Note (as such terms may be changed or
modified in connection with a bankruptcy, insolvency or similar proceeding
involving the related Borrower or by reason of a modification, waiver or
amendment granted or agreed to by the Master Servicer or the Special Servicer
pursuant to Section 3.20); provided that the Monthly Payment due in respect of
any ARD Mortgage Loan after its Anticipated Repayment Date shall not include
Post-ARD Additional Interest.

          "Moody's" shall mean Moody's Investors Service, Inc. or its successor
in interest. If neither such rating agency nor any successor remains in
existence, "Moody's" shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the other parties
hereto, and specific ratings of Moody's Investors Service, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of
Moody's, be deemed to refer to such applicable rating category of Moody's,
without regard to any plus or minus or other comparable rating qualification.

          "Mortgage" shall mean, with respect to any Mortgage Loan, separately
and collectively, as the context may require, each mortgage, deed of trust, deed
to secure debt or similar document that secures the related Mortgage Note and
creates a lien on the related Mortgaged Property.

          "Mortgage File" shall mean, with respect to any Pooled Mortgage Loan,
subject to Sections 1.04 and 2.01, the following documents on a collective
basis:

          (i)  the original executed Mortgage Note, endorsed (either on the face
               thereof or pursuant to a separate allonge) "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 2003-CK2,
               without recourse" or in blank, and further showing a complete,
               unbroken chain of endorsement from the originator (if such
               originator is other than Column); or alternatively, if the
               original executed Mortgage Note has been lost, a lost note
               affidavit and indemnity substantially in the form of Exhibit J
               hereto, with a copy of such Mortgage Note;


                                      -41-

<PAGE>

          (ii) an original or a copy of the Mortgage and of any intervening
               assignments thereof that precede the assignment referred to in
               clause (iv) of this definition, in each case (unless the
               particular item has not been returned from the applicable
               recording office) with evidence of recording indicated thereon or
               certified as to recording by the applicable recording office;

          (iii) an original or a copy of any related Assignment of Leases (if
               such item is a document separate from the Mortgage) and of any
               intervening assignments thereof that precede the assignment
               referred to in clause (v) of this definition, in each case
               (unless the particular item has not been returned from the
               applicable recording office) with evidence of recording indicated
               thereon or certified as to recording by the applicable recording
               office;

          (iv) an original executed assignment of the Mortgage, in blank or in
               favor of Wells Fargo, as trustee for the registered holders of
               Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, in
               recordable form (except for any missing recording information
               with respect to such Mortgage and, if delivered in blank, except
               for insertion of the assignee's name);

          (v)  an original executed assignment of any related Assignment of
               Leases (if such item is a document separate from the Mortgage),
               in blank or in favor of Wells Fargo, as trustee for the
               registered holders of Credit Suisse First Boston Mortgage
               Securities Corp., Commercial Mortgage Pass-Through Certificates,
               Series 2003-CK2, in recordable form (except for any missing
               recording information with respect to such Assignment of Leases
               and, if delivered in blank, except for insertion of the
               assignee's name);

          (vi) originals or copies of any written assumption, modification,
               written assurance and substitution agreements in those instances
               where the terms or provisions of the related Mortgage or Mortgage
               Note have been modified or such Pooled Mortgage Loan has been
               assumed, in each case (unless the particular item has not been
               returned from the applicable recording office) with evidence of
               recording indicated thereon or certified as to recording by the
               applicable recording office if the instrument being modified or
               assumed is a recordable document;

          (vii) the original or a copy of the policy of lender's title insurance
               or, if such policy has not yet been issued, a "marked-up" pro
               forma title policy or commitment for title insurance marked as
               binding and countersigned by the title insurer or its authorized
               agent either on its face or by an acknowledged closing
               instruction or escrow letter;

          (viii) filed copies of any prior UCC Financing Statements in favor of
               the originator of such Pooled Mortgage Loan or in favor of any
               assignee prior to the Trustee (but only to the extent that
               Column, in the case of a Pooled Column Mortgage Loan, or KeyBank,
               in the case of a Pooled KeyBank Mortgage Loan, had possession of
               such UCC Financing Statements prior to the Closing Date) and, in
               connection with such UCC Financing Statements, an original UCC
               Financing Statement


                                      -42-

<PAGE>

               assignment, in form suitable for filing (subject to, if
               applicable, insertion of the assignee's name), in blank or in
               favor of Wells Fargo, as trustee for the registered holders of
               Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2;

          (ix) the original or a copy of any environmental indemnity agreement
               and any Environmental Insurance Policy relating solely to such
               Pooled Mortgage Loan;

          (x)  the original or a copy of any power of attorney, guaranty, loan
               agreement, Ground Lease and/or Ground Lease estoppels relating to
               such Pooled Mortgage Loan;

          (xi) any original documents (including any security agreement(s) and
               any Letter(s) of Credit) relating to, evidencing or constituting
               Additional Collateral and, if applicable, the originals or copies
               of any intervening assignments thereof;

          (xii) the original or a copy of any intercreditor agreement, co-lender
               agreement or similar agreement relating to such Pooled Mortgage
               Loan (including, in the case of a Pooled A-Note Mortgage Loan,
               the related A/B Intercreditor Agreement, and in the case of the
               Great Lakes Crossing Pooled Mortgage Loan, the Great Lakes
               Crossing Intercreditor Agreement);

          (xiii) if the related Mortgaged Property is a hospitality property, a
               copy of the franchise agreement (if any), the original of the
               most recent franchise comfort letter (if any) and the original
               documents necessary to transfer or assign such comfort letter to
               the Trustee;

          (xiv) if such Pooled Mortgage Loan is a Pooled A-Note Mortgage Loan, a
               copy of the Mortgage Note for the related B-Note Mortgage Loan
               and, if such Pooled Mortgage Loan is the Great Lakes Crossing
               Pooled Mortgage Loan, a copy of the Mortgage Note for the Great
               Lakes Crossing Companion Mortgage Loan; and

          (xv) a loan document checklist listing all of the Mortgage Loan
               Documents executed with respect to such Pooled Mortgage Loan (the
               "Mortgage File Checklist");

provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf such term shall
be deemed not to include such documents and instruments required to be included
therein unless they are actually so received. If any B-Note Mortgage Loan is
being serviced and administered hereunder, the Mortgage File for the related
Pooled A-Note Mortgage Loan shall also constitute the Mortgage File for such
B-Note Mortgage Loan. If the Great Lakes Crossing Companion Mortgage Loan is
being serviced and administered hereunder, the Mortgage File for the Great Lakes
Crossing Pooled Mortgage Loan shall also constitute the Mortgage File for the
Great Lakes Companion Mortgage Loan.

          "Mortgage File Checklist" shall have the meaning assigned thereto in
the definition of "Mortgage File".


                                      -43-

<PAGE>

          "Mortgage Interest Accrual Period" shall mean, with respect to any
Mortgage Loan, the period during which interest payable on any particular
related Due Date accrues pursuant to the related Mortgage Note.

          "Mortgage Loan" shall mean: any Pooled Mortgage Loan; or, to the
extent it is being serviced hereunder, the Great Lakes Crossing Companion
Mortgage Loan or any B-Note Mortgage Loan.

          "Mortgage Loan Documents" shall mean, with respect to any Mortgage
Loan, the documents included or required to be included, as the context may
require, in the related Mortgage File and Servicing File, together with, in the
case of the Great Lakes Crossing Companion Mortgage Loan or a B-Note Mortgage
Loan, an original of the related Mortgage Note.

          "Mortgage Loan Purchase Agreements" shall mean the First Mortgage Loan
Purchase Agreement and the Second Mortgage Loan Purchase Agreement.

          "Mortgage Note" shall mean the original executed note evidencing the
indebtedness of a Borrower under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.

          "Mortgage Pool" shall mean all of the Pooled Mortgage Loans and any
Pooled REO Loans, collectively, as of any particular date of determination.

          "Mortgage Rate" shall mean, with respect to any Mortgage Loan (and, if
applicable, any successor Pooled REO Loan with respect thereto ), the annualized
rate at which interest is scheduled (in the absence of a default) to accrue on
such Mortgage Loan from time to time in accordance with the related Mortgage
Note and applicable law, as such rate may be modified in connection with a
bankruptcy, insolvency or similar proceeding involving the related Borrower or
by the Master Servicer or the Special Servicer in accordance with Section 3.20.
In the case of an ARD Mortgage Loan, the related Mortgage Rate will be subject
to increase in accordance with the related Mortgage Note if the particular
Mortgage Loan is not paid in full by its Anticipated Repayment Date.

          "Mortgaged Property" shall mean, individually and collectively, as the
context may require, each real property (together with all improvements and
fixtures thereon) subject to the lien of a Mortgage and constituting collateral
for a Mortgage Loan (or, if applicable, an A/B Mortgage Loan Pair). With respect
to any Cross-Collateralized Pooled Mortgage Loan, if and when the context may
require, "Mortgaged Property" shall mean, collectively, all the mortgaged real
properties (together with all improvements and fixtures thereon) securing the
relevant Cross-Collateralized Group.

          "Mortgagee" shall mean the holder of legal title to any Mortgage Loan,
together with any third parties through which such holder takes actions with
respect to such Mortgage Loan.

          "Net Adjusted REMIC II Remittance Rate" shall mean, with respect to
any of the following REMIC II Regular Interests, for any Interest Accrual
Period, the rate per annum specified below:

          (a) with respect to each of REMIC II Regular Interest A-1-2 and REMIC
     II Regular Interest A-1-3, for any Interest Accrual Period, 3.006% per
     annum;


                                      -44-

<PAGE>

          (b) with respect to each of REMIC II Regular Interest A-2-1, REMIC II
     Regular Interest A-2-2 and REMIC II Regular Interest A-2-3, for any
     Interest Accrual Period, 3.861% per annum;

          (c) with respect to each of REMIC II Regular Interest A-3-1, REMIC II
     Regular Interest A-3-2 and REMIC II Regular Interest A-3-3, for any
     Interest Accrual Period, 4.666% per annum;

          (d) with respect to each of REMIC II Regular Interest A-4-1 and REMIC
     II Regular Interest A-4-2, for any Interest Accrual Period, 4.801% per
     annum;

          (e) with respect to REMIC II Regular Interest B, for any Interest
     Accrual Period, 4.918% per annum;

          (f) with respect to REMIC II Regular Interest C, for any Interest
     Accrual Period, 4.958% per annum;

          (g) with respect to REMIC II Regular Interest D, for any Interest
     Accrual Period, 5.027% per annum;

          (h) with respect to REMIC II Regular Interest E, for any Interest
     Accrual Period, 5.118% per annum;

          (i) with respect to REMIC II Regular Interest F, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 5.641% per annum
     and (ii) the REMIC II Remittance Rate in effect for REMIC II Regular
     Interest F for such Interest Accrual Period; and

          (j) with respect to REMIC II Regular Interest G, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) 5.744% per annum
     and (ii) the REMIC II Remittance Rate in effect for REMIC II Regular
     Interest G for such Interest Accrual Period.

          "Net Aggregate Prepayment Interest Shortfall" shall mean, with respect
to any Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Pooled Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount of the Compensating Interest Payments
remitted by the Master Servicer pursuant to Section 3.19(a) on the Master
Servicer Remittance Date related to such Distribution Date.

          "Net Assumption Application Fee" shall have the meaning assigned
thereto in Section 3.08.

          "Net Assumption Fee" shall have the meaning assigned thereto in
Section 3.08.

          "Net Default Charges" shall mean: (a) with respect to any Pooled
Mortgage Loan or Pooled REO Loan, the Default Charges referred to in clause
fifth of Section 3.26(a), which are payable to the Master Servicer as Additional
Master Servicing Compensation or the Special Servicer as Additional Special
Servicing Compensation; and (b) with respect to the Great Lakes Crossing


                                      -45-

<PAGE>

Companion Mortgage Loan or any successor Companion REO Loan with respect
thereto, any Default Charges received thereon that are in excess of Advance
Interest owing with respect thereto.

          "Net Investment Earnings" shall mean, with respect to any Investment
Account for any related Investment Period, the amount, if any, by which the
aggregate of all interest and other income realized during such Investment
Period in connection with the investment of funds held in such Investment
Account for the benefit of the Master Servicer, the Special Servicer or the
Trustee, as applicable, in accordance with Section 3.06, exceeds the aggregate
of all losses, if any, incurred during such Investment Period in connection with
the investment of such funds for the benefit of the Master Servicer, the Special
Servicer or the Trustee, as applicable, in accordance with Section 3.06 (other
than losses of what would otherwise have constituted interest or other income
earned on such funds).

          "Net Investment Loss" shall mean, with respect to any Investment
Account for any related Investment Period, the amount by which the aggregate of
all losses, if any, incurred during such Investment Period in connection with
the investment of funds held in such Investment Account for the benefit of the
Master Servicer, the Special Servicer or the Trustee, as applicable, in
accordance with Section 3.06 (other than losses of what would otherwise have
constituted interest or other income earned on such funds), exceeds the
aggregate of all interest and other income realized during such Investment
Period in connection with the investment of such funds for the benefit of the
Master Servicer, the Special Servicer or the Trustee, as applicable, in
accordance with Section 3.06; provided that, in the case of any Investment
Account and any particular investment of funds in such Investment Account, Net
Investment Loss shall not include any loss with respect to such investment which
is incurred solely as a result of the insolvency of the federal or state
chartered depositary institution or trust company that holds such Investment
Account, so long as such depositary institution or trust company (i) satisfied
the qualifications set forth in the definition of "Eligible Account" both at the
time such investment was made and also as of a date not more than 30 days prior
to the date of such loss and (ii) was not the party hereunder, or an Affiliate
of the party hereunder, that maintained such Investment Account.

          "Net Liquidation Proceeds" shall mean the excess, if any, of all
Liquidation Proceeds actually received by the Trust with respect to any
Specially Serviced Mortgage Loan or REO Property, over the amount of all
Liquidation Expenses incurred with respect thereto and all related Servicing
Advances reimbursable therefrom.

          "Net Mortgage Rate" shall mean: (a) with respect to any Pooled
Mortgage Loan (or successor Pooled REO Loan with respect thereto), the rate per
annum equal to (i) the related Mortgage Rate minus (ii) the related
Administrative Fee Rate and, in the case of a Pooled ARD Mortgage Loan after its
Anticipated Repayment Date, the related Post-ARD Additional Interest Rate and,
in the case of the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, if
applicable, the annual rate at which any RCKB Extra Interest is accruing with
respect thereto; (b) with respect to the Great Lakes Crossing Companion Mortgage
Loan (or any successor Companion REO Loan with respect thereto), the rate per
annum equal to (i) the related Mortgage Rate minus (ii) the related Master
Servicing Fee Rate and, following the related Anticipated Repayment Date, the
related Post-ARD Additional Interest Rate; and (c) with respect to any B-Note
Mortgage Loan, the rate per annum equal to the related Mortgage Rate minus, if
such B-Note Mortgage Loan is an ARD Mortgage Loan, following the related
Anticipated Repayment Date, the related Post-ARD Additional Interest Rate.


                                      -46-
<PAGE>

          "Net Standard Available Distribution Amount" shall mean, with respect
to any Distribution Date, the Standard Available Distribution Amount for such
Distribution Date, exclusive of (i) any Class GLC Standard Available
Distribution Amount and any Class RCKB Standard Available Distribution Amount
for such Distribution Date, (ii) any reimbursement to the Class GLC Directing
Certificateholder on such Distribution Date pursuant to clause seventh of the
first paragraph of Section 4.01(l) and (iii) any reimbursement to the Class RCKB
Directing Certificateholder on such Distribution Date pursuant to clause seventh
of the second paragraph of Section 4.01(l).

          "Net Total Principal Distribution Amount" shall mean, with respect to
any Distribution Date, the Total Principal Distribution Amount for such
Distribution Date, reduced by the sum of (i) the Class GLC Principal
Distribution Amount for such Distribution Date and (ii) the Class RCKB Principal
Distribution Amount for such Distribution Date.

          "Nonrecoverable Advance" shall mean any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.

          "Nonrecoverable P&I Advance" shall mean, as evidenced by the Officer's
Certificate and supporting documentation contemplated by Section 4.03(c), the
portion of any P&I Advance previously made or proposed to be made in respect of
any Pooled Mortgage Loan, the Great Lakes Crossing Companion Mortgage Loan or
any REO Loan which, in the reasonable judgment (exercised in accordance with the
Servicing Standard in the case of the Master Servicer or the Special Servicer)
of the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent,
as applicable, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon, from late payments, Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or any other recovery on or in respect of such
Mortgage Loan or REO Loan.

          "Nonrecoverable Servicing Advance" shall mean, as evidenced by the
Officer's Certificate and supporting documentation contemplated by Section
3.11(h), the portion of any Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan or REO Property which, in the reasonable
judgment (exercised in accordance with the Servicing Standard in the case of the
Master Servicer or the Special Servicer) of the Master Servicer, the Special
Servicer, the Trustee or any Fiscal Agent, as the case may be, will not be
ultimately recoverable, together with any accrued and unpaid interest thereon,
from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds or any other recovery on or in respect of such Loan or REO Property.

          "Non-Registered Certificate" shall mean any Certificate that has not
been subject to registration under the Securities Act. As of the Closing Date,
the Class A-SP, Class A-X, Class GLC, Class RCKB, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class R, Class
V-1, Class V-2, Class V-3 and Class V-4 Certificates will constitute
Non-Registered Certificates.

          "Non-United States Tax Person" shall mean any Person other than a
United States Tax Person.

          "Officer's Certificate" shall mean a certificate signed by a Servicing
Officer of the Master Servicer or the Special Servicer or a Responsible Officer
of the Trustee or any Fiscal Agent, as the case may be.


                                      -47-

<PAGE>

          "Opinion of Counsel" shall mean a written opinion of counsel (which
counsel, in the case of any such opinion relating to the taxation of the Trust
Fund or any portion thereof or the status of any REMIC Pool as a REMIC or the
status of any Grantor Trust Pool as a Grantor Trust for taxation purposes, shall
be Independent of the Depositor, Column, KeyBank, the Master Servicer, the
Special Servicer, the Trustee and any Fiscal Agent, but which may act as counsel
to such Person) acceptable to and delivered to the addressee(s) thereof and
which Opinion of Counsel, except as provided herein, shall not be at the expense
of the Trustee.

          "Option Period" shall have the meaning assigned thereto in Section
3.18(c).

          "Option Price" shall have the meaning assigned thereto in Section
3.18(c).

          "Original Pooled Column Mortgage Loans" shall have the meaning
assigned thereto in the Preliminary Statement to this Agreement.

          "Original Pooled KeyBank Mortgage Loans" shall have the meaning
assigned thereto in the Preliminary Statement to this Agreement.

          "Original Pooled Mortgage Loans" shall have the meaning assigned
thereto in the Preliminary Statement to this Agreement.

          "OTS" shall mean the Office of Thrift Supervision or any successor
thereto.

          "Ownership Interest" shall mean, in the case of any Certificate, any
ownership or security interest in such Certificate as the Holder thereof and any
other interest therein, whether direct or indirect, legal or beneficial, as
owner or as pledgee.

          "P&I Advance" shall mean, with respect to any Pooled Mortgage Loan,
the Great Lakes Crossing Companion Mortgage Loan or any REO Loan, any advance
made by the Master Servicer, the Trustee or any Fiscal Agent pursuant to Section
4.03.

          "P&I Advance Date" shall mean the Business Day preceding each
Distribution Date.

          "Pass-Through Rate" shall mean the per annum rate at which interest
accrues in respect of any Class of REMIC III Regular Interest Certificates
during any Interest Accrual Period, as set forth in or otherwise calculated in
accordance with Section 2.14(f); provided that, for
Certificateholder/Certificate Owner reporting purposes, the Pass-Through Rate
for the Class A-SP Certificates shall be calculated as described in the
Prospectus Supplement.

          "Payments Received after Determination Date Report" shall mean a
report in the form and containing the information provided for in Exhibit E-2
attached hereto.

          "Percentage Interest" shall mean: (a) with respect to any REMIC III
Regular Interest Certificate, the portion of the relevant Class evidenced by
such Certificate, expressed as a percentage, the numerator of which is the
Certificate Principal Balance or Certificate Notional Amount, as the case may
be, of such Certificate as of the Closing Date, as specified on the face
thereof, and the denominator of which is the Class Principal Balance or Class
Notional Amount, as the case may be, of the relevant Class as of the Closing
Date; and (b) with respect to a Class R, Class V-1, Class V-2, Class V-3 or
Class


                                      -48-

<PAGE>

V-4 Certificate, the percentage interest in distributions to be made with
respect to the relevant Class, as stated on the face of such Certificate.

          "Performance Certification" shall have the meaning assigned thereto in
Section 8.14(b).

          "Performing Mortgage Loan" shall mean, as of any date of
determination, any Mortgage Loan as to which no Servicing Transfer Event then
exists.

          "Performing Party" shall have the meaning assigned thereto in Section
8.14(b).

          "Performing Pooled Mortgage Loan" shall mean, as of any date of
determination, any Pooled Mortgage Loan that is then a Performing Mortgage Loan.

          "Permitted Investments" shall mean any one or more of the following
obligations or securities:

          (i)  direct obligations of, or obligations fully guaranteed as to
               timely payment of principal and interest by, the United States or
               any agency or instrumentality thereof; provided that each such
               obligation is backed by the full faith and credit of the United
               States;

          (ii) repurchase agreements on obligations specified in clause (i);
               provided that the short-term unsecured debt obligations of the
               party agreeing to repurchase such obligations are at the time of
               investment rated in the highest short-term debt rating category
               of each of Moody's and Fitch;

          (iii) federal funds, unsecured uncertificated certificates of deposit,
               time deposits and bankers' acceptances of any bank or trust
               company organized under the laws of the United States or any
               state thereof; provided that the short-term unsecured debt
               obligations of such bank or trust company are at the time of
               investment rated in the highest short-term debt rating category
               of each of Moody's and Fitch;

          (iv) commercial paper of any corporation incorporated under the laws
               of the United States or any state thereof (or of any corporation
               not so incorporated; provided that the commercial paper is United
               States Dollar denominated and amounts payable thereunder are not
               subject to any withholding imposed by any non-United States
               jurisdiction); provided that such commercial paper is rated in
               the highest short-term debt rating category of each of Moody's
               and Fitch;

          (v)  units of money market funds which maintain a constant net asset
               value; provided that such units of money market funds are rated
               in the highest applicable rating category of each of Moody's and
               Fitch; or

          (vi) any other obligation or security that is acceptable to the Rating
               Agencies and will not result in an Adverse Rating Event with
               respect to any Class of Rated Certificates (as confirmed in
               writing to the Trustee by each Rating Agency);


                                      -49-

<PAGE>

provided that (A) no investment described hereunder shall evidence either the
right to receive (1) only interest with respect to such investment or (2) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations, (B) no investment described hereunder may be purchased
at a price greater than par if such investment may be prepaid or called at a
price less than its purchase price prior to stated maturity, and (C) no
investment described hereunder may be sold prior to stated maturity if such sale
would result in a loss of principal on the instrument or a tax on "prohibited
transactions" under Section 860F of the Code; and provided, further, that each
investment described hereunder must have (X) a predetermined fixed amount of
principal due at maturity (that cannot vary or change), (Y) an original maturity
of not more than 365 days and a remaining maturity of not more than 30 days and
(Z) except in the case of a Permitted Investment described in clause (v) of this
definition, a fixed interest rate or an interest rate that is tied to a single
interest rate index plus a single fixed spread and moves proportionately with
that index; and provided, further, that each investment described hereunder must
be a "cash flow investment" (within the meaning of the REMIC Provisions).

          "Permitted Transferee" shall mean any Transferee of a Class R
Certificate other than either a Disqualified Organization, a Non-United States
Tax Person or a foreign permanent establishment or fixed base (each within the
meaning of the applicable income tax treaty) of a United States Tax Person;
provided, however, that if a Transferee is classified as a partnership under the
Code, such Transferee shall only be a Permitted Transferee if all of its
beneficial owners are United States Tax Persons and the governing documents of
the Transferee prohibit a transfer of any interest in the Transferee to any
Non-United States Tax Person.

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

          "Phase I Environmental Assessment" shall mean a "Phase I assessment"
as described in and meeting the criteria of the American Society for Testing and
Materials, Designation E-1527, which assessment shall, if conducted subsequent
to the Closing Date, include testing for radon (in the case of multifamily
properties), lead-based paint (in the case of multifamily properties built prior
to 1978) and asbestos (in the case of any properties built prior to 1985).

          "Plan" shall mean any of those retirement plans and other employee
benefit plans, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that are subject to ERISA or the Code.

          "Plurality Class R Certificateholder" shall mean, as to any taxable
year of any REMIC Pool, the Holder of Certificates evidencing the largest
Percentage Interest in the Class R Certificates.

          "Pooled A-Note Mortgage Loan" shall mean any of the Pooled Mortgage
Loans identified on the Pooled Mortgage Loan Schedule as a "Pooled A-Note
Mortgage Loan". Each Pooled A-Note Mortgage Loan shall, together with the
corresponding B-Note Mortgage Loan, be secured by a single Mortgage on a single
Mortgaged Property.

          "Pooled ARD Mortgage Loan" shall mean any Pooled Mortgage Loan that is
an ARD Mortgage Loan.


                                      -50-

<PAGE>

          "Pooled Balloon Mortgage Loan" shall mean any Pooled Mortgage Loan
that is a Balloon Mortgage Loan.

          "Pooled Column Mortgage Loan" shall mean any Pooled Mortgage Loan that
is either: (a) an Original Pooled Column Mortgage Loan; or (b) a Replacement
Pooled Mortgage Loan that was delivered by Column under the First Mortgage Loan
Purchase Agreement or by the Column Performance Guarantor under the Column
Performance Guarantee.

          "Pooled KeyBank Mortgage Loan" shall mean any Pooled Mortgage Loan
that is either: (a) an Original Pooled KeyBank Mortgage Loan; or (b) a
Replacement Pooled Mortgage Loan that was delivered by KeyBank under the Second
Mortgage Loan Purchase Agreement (including in substitution for a Type II
Original Pooled Column Mortgage Loan as to which there was a Material Breach).

          "Pooled Mortgage Loan" shall mean each of the Original Pooled Mortgage
Loans and Replacement Pooled Mortgage Loans that are from time to time held in
the Trust Fund, including any such mortgage loan that has been wholly or
partially defeased. As used herein, the term "Pooled Mortgage Loan" includes the
related Mortgage Loan Documents.

          "Pooled Mortgage Loan Schedule" shall mean, together, the two
schedules of Pooled Mortgage Loans attached hereto as Exhibit B-1 and Exhibit
B-2, respectively, as either such schedule may be amended from time to time in
accordance with this Agreement. Such schedules shall set forth the following
information with respect to each Pooled Mortgage Loan:

          (i)  the loan number;

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

          (iii)the (A) original principal balance and (B) Cut-off Date
               Principal Balance;

          (iv) the amount of the Monthly Payment due on the first Due Date
               following the Closing Date (and, if a Pooled Mortgage Loan
               currently requires only payments of interest but begins to
               amortize prior to maturity, on the first Due Date after
               amortization begins);

          (v)  the Mortgage Rate as of the Closing Date;

          (vi) the original and remaining term to stated maturity;

          (vii)in the case of a Pooled Balloon Mortgage Loan, the original and
               remaining amortization term;

          (viii)whether the Pooled Mortgage Loan is a Cross-Collateralized
               Pooled Mortgage Loan and, if so, the other Pooled Mortgage Loans
               contained in the related Cross-Collateralized Group;

          (ix) the Anticipated Repayment Date for each Pooled ARD Mortgage Loan;


                                      -51-

<PAGE>

          (x)  whether such Pooled Mortgage Loan provides for defeasance and, if
               so, the period during which defeasance may occur;

          (xi) whether the Pooled Mortgage Loan is secured by a fee simple
               interest in the Mortgaged Property; by the Borrower's leasehold
               interest, and a fee simple interest, in the Mortgaged Property;
               or solely by a leasehold interest in the Mortgaged Property;

          (xii)whether the Pooled Mortgage Loan is a Pooled A-Note Mortgage
               Loan;

          (xiii)the name of the originator;

          (xiv)the Interest Accrual Basis; and

          (xv) the Administrative Fee Rate.

          "Pooled REO Loan" shall mean the "Pooled Mortgage Loan" deemed for
purposes hereof to be outstanding and part of the Mortgage Pool with respect to
each REO Property. Each Pooled REO Loan shall be deemed to provide for monthly
payments of principal and/or interest equal to its Assumed Monthly Payment and
otherwise to have the same terms and conditions as its predecessor Pooled
Mortgage Loan (such terms and conditions to be applied without regard to the
default on such predecessor Pooled Mortgage Loan or the subject REO
Acquisition). Each Pooled REO Loan shall be deemed to have an initial unpaid
principal balance and Stated Principal Balance equal to the unpaid principal
balance and Stated Principal Balance, respectively, of its predecessor Pooled
Mortgage Loan as of the date of the related REO Acquisition. All Monthly
Payments (other than any Balloon Payment), Assumed Monthly Payments (in the case
of a Pooled Balloon Mortgage Loan delinquent in respect of its Balloon Payment)
and other amounts due and owing, or deemed to be due and owing, in respect of
the predecessor Pooled Mortgage Loan as of the date of the related REO
Acquisition, shall be deemed to continue to be due and owing in respect of a
Pooled REO Loan. In addition, all amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent in respect of
the predecessor Pooled Mortgage Loan as of the date of the related REO
Acquisition, including any unpaid or unreimbursed Servicing Fees and Advances
(together with any related unpaid Advance Interest), shall continue to be
payable or reimbursable in the same priority and manner pursuant to Section
3.05(a) to the Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent, as the case may be, in respect of a Pooled REO Loan.

          "Post-ARD Additional Interest" shall mean, with respect to any ARD
Mortgage Loan after its Anticipated Repayment Date, all interest accrued on the
principal balance of such Mortgage Loan at the related Post-ARD Additional
Interest Rate (the payment of which interest shall, under the terms of such
Mortgage Loan, be deferred until the principal balance of such Mortgage Loan has
been paid in full), together with all interest, if any, accrued at the related
Mortgage Rate on such deferred interest.

          "Post-ARD Additional Interest Rate" shall mean, with respect to any
ARD Mortgage Loan after its Anticipated Repayment Date, the incremental increase
in the Mortgage Rate for such Mortgage Loan resulting from the passage of such
Anticipated Repayment Date.


                                      -52-

<PAGE>

          "Prepayment Assumption" shall mean, for purposes of determining the
accrual of original issue discount, market discount and premium, if any, on the
Pooled Mortgage Loans, any Loan REMIC Regular Interest, the REMIC I Regular
Interests, the REMIC II Regular Interests, the Group A-SP REMIC III Regular
Interests, the Group A-X REMIC III Regular Interests and the Certificates for
federal income tax purposes, the assumption that each Pooled ARD Mortgage Loan
is paid in its entirety on its Anticipated Prepayment Date and that no Pooled
Mortgage Loan is otherwise voluntarily prepaid prior to its Stated Maturity
Date.

          "Prepayment Interest Excess" shall mean, with respect to any Pooled
Mortgage Loan that was subject to a Principal Prepayment in full or in part made
after its Due Date in any Collection Period, any payment of interest (net of
related Master Servicing Fees and, further, net of any portion of such interest
that represents Default Interest or Post-ARD Additional Interest) actually
collected from the related Borrower and intended to cover the period from and
after such Due Date to, but not including, the date of prepayment (exclusive,
however, of any related Prepayment Premium or Yield Maintenance Charge that may
have been collected).

          "Prepayment Interest Shortfall" shall mean with respect to any Pooled
Mortgage Loan that was subject to a Principal Prepayment in full or in part made
prior to its Due Date in any Collection Period, the amount of interest, to the
extent not collected from the related Borrower (without regard to any Prepayment
Premium or Yield Maintenance Charge that may have been collected), that would
have accrued on the amount of such Principal Prepayment during the period from
the date of prepayment to, but not including, such Due Date (less the amount of
related Master Servicing Fees and, if applicable, exclusive of Default Interest
and Post-ARD Additional Interest).

          "Prepayment Premium" shall mean, with respect to any Mortgage Loan
(and, if applicable, any successor REO Loan with respect thereto), any premium,
fee or other additional amount paid or payable, as the context requires, by a
Borrower in connection with a Principal Prepayment on, or other early collection
of principal of, such Mortgage Loan (or, if applicable, such successor REO
Loan), to the extent such premium, fee or other additional amount is calculated
as a percentage of the principal amount being prepaid or as a specified amount
(other than a Yield Maintenance Minimum Amount).

          "Primary Real Property Collateral" shall have the meaning assigned
thereto in Section 2.03(b).

          "Primary Responsible Party" shall mean: (a) in the case of (i) a
Document Defect with respect to any Pooled Column Mortgage Loan or (ii) a Breach
with respect to any Pooled Column Mortgage Loan, which Breach arises out of a
representation or warranty set forth in, or made pursuant to, Section 4(b) or
4(d) of the First Mortgage Loan Purchase Agreement, Column; and (b) in the case
of (i) a Document Defect with respect to any Pooled KeyBank Mortgage Loan or
(ii) a Breach with respect to any Pooled KeyBank Mortgage Loan or any Type II
Original Pooled Column Mortgage Loan, which Breach arises out of a
representation or warranty set forth in, or made pursuant to, Section 4(b) or
4(d) of the Second Mortgage Loan Purchase Agreement, KeyBank.

          "Primary Servicing Office" shall mean the office of the Master
Servicer or the Special Servicer, as the context may require, that is primarily
responsible for such party's servicing obligations hereunder.


                                      -53-

<PAGE>

          "Prime Rate" shall mean the "prime rate" published in the "Money
Rates" section of The Wall Street Journal, as such "prime rate" may change from
time to time. If The Wall Street Journal ceases to publish the "prime rate",
then the Trustee, in its sole discretion, shall select an equivalent publication
that publishes such "prime rate"; and if such "prime rate" is no longer
generally published or is limited, regulated or administered by a governmental
or quasi-governmental body, then the Trustee shall select a comparable interest
rate index. In either case, such selection shall be made by the Trustee in its
sole discretion and the Trustee shall notify the Master Servicer and the Special
Servicer in writing of its selection.

          "Principal Balance Certificate" shall mean any of the Class A-1, Class
A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
GLC and Class RCKB Certificates.

          "Principal Distribution Amount" shall mean:

          (a) with respect to any REMIC I Regular Interest for any Distribution
     Date, an amount equal to that portion, if any, of the Total Principal
     Distribution Amount for such Distribution Date that is attributable to each
     and every Pooled Mortgage Loan and/or Pooled REO Loan, as the case may be,
     that relates to such REMIC I Regular Interest; provided that the Principal
     Distribution Amount with respect to REMIC I Regular Interest GLC-1 for any
     Distribution Date shall equal the total amount to which REMIC II would be
     entitled, subject to sufficient available funds, pursuant to clause second
     of the first paragraph of Section 4.01(l) with respect to REMIC I Regular
     Interest GLC-1 on such Distribution Date, and the Principal Distribution
     Amount with respect to REMIC I Regular Interest GLC-2 for any Distribution
     Date shall equal the total amount to which REMIC II would be entitled,
     subject to sufficient available funds, pursuant to clause fifth of the
     first paragraph of Section 4.01(l) with respect to REMIC I Regular Interest
     GLC-2 on such Distribution Date; and provided, further, that the Principal
     Distribution Amount with respect to REMIC I Regular Interest RCKB-1 for any
     Distribution Date shall equal the total amount to which REMIC II would be
     entitled, subject to sufficient available funds, pursuant to clause second
     of the second paragraph of Section 4.01(l) with respect to REMIC I Regular
     Interest RCKB-1 on such Distribution Date, and the Principal Distribution
     Amount with respect to REMIC I Regular Interest RCKB-2 for any Distribution
     Date shall equal the total amount to which REMIC II would be entitled,
     subject to sufficient available funds, pursuant to clause fifth of the
     second paragraph of Section 4.01(l) with respect to REMIC I Regular
     Interest RCKB-2 on such Distribution Date; and

          (b) with respect to any Class of Principal Balance Certificates (and,
     accordingly, with respect to that Class's Corresponding REMIC II Regular
     Interest(s)) for any Distribution Date, an amount equal to that portion, if
     any, of the Total Principal Distribution Amount for such Distribution Date
     that is allocable to such Class of Certificates as provided below in this
     definition.

          For purposes of the foregoing, for any Distribution Date, (i) the
portion of the Total Principal Distribution Amount that is allocable to the
Class GLC Certificates shall equal the Class GLC Principal Distribution Amount
and (ii) the portion of the Total Principal Distribution Amount that is
allocable to the Class RCKB Certificates shall equal the Class RCKB Principal
Distribution Amount. For purposes of the foregoing, for so long as any of the
Class A-P&I Certificates remain outstanding, the


                                      -54-

<PAGE>

Net Total Principal Distribution Amount for each Distribution Date shall be
allocated to such Certificates, up to the lesser of (i) the aggregate
Certificate Principal Balance of the Class A-P&I Certificates outstanding
immediately prior to such Distribution Date and (ii) the entire such Net Total
Principal Distribution Amount. The portion of the Net Total Principal
Distribution Amount for each Distribution Date that is so allocable to the Class
A-P&I Certificates shall, in turn, be allocated among the respective Classes of
those Certificates as follows:

          first, to the Class A-1 Certificates, up to the lesser of (i) the
     entire amount of such Net Total Principal Distribution Amount, and (ii) the
     Class Principal Balance of the Class A-1 Certificates outstanding
     immediately prior to the subject Distribution Date;

          second, to the Class A-2 Certificates, up to the lesser of (i) the
     entire amount of such Net Total Principal Distribution Amount (exclusive of
     any portion thereof allocated in accordance with the immediately preceding
     clause first), and (ii) the Class Principal Balance of the Class A-2
     Certificates outstanding immediately prior to the subject Distribution
     Date;

          third, to the Class A-3 Certificates, up to the lesser of (i) the
     entire amount of such Net Total Principal Distribution Amount (exclusive of
     any portion thereof allocated in accordance with the immediately preceding
     clause first and/or clause second), and (ii) the Class Principal Balance of
     the Class A-3 Certificates outstanding immediately prior to the subject
     Distribution Date; and

          then, to the Class A-4 Certificates, up to the lesser of (i) the
     entire amount of such Net Total Principal Distribution Amount (exclusive of
     any portion thereof allocated in accordance with the immediately preceding
     clause first, clause second and/or clause third), and (ii) the Class
     Principal Balance of the Class A-4 Certificates outstanding immediately
     prior to the subject Distribution Date;

provided that, on and after any Senior Principal Distribution Cross-Over Date
(and, in any event, on the Final Distribution Date), the Net Total Principal
Distribution Amount for each Distribution Date shall be allocated to the Class
A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the
Class A-4 Certificates on a pro rata basis in accordance with the respective
Class Principal Balances thereof outstanding immediately prior to the subject
Distribution Date.

          After the aggregate Certificate Principal Balance of the Class A-P&I
Certificates has been reduced to zero, the Net Total Principal Distribution
Amount for each Distribution Date (net of any portion thereof that may have been
allocated to the respective Classes of the Class A-P&I Certificates in
retirement thereof pursuant to the prior paragraph) shall be allocated among the
respective Classes of the Subordinate Principal Balance Certificates (exclusive
of the Class GLC Certificates and the Class RCKB Certificates), sequentially in
the following order and, in the case of each such Class of Subordinate Principal
Balance Certificates, up to the lesser of (i) the Class Principal Balance of
such Class of Certificates outstanding immediately prior to the subject
Distribution Date and (ii) the remaining unallocated portion of the Net Total
Principal Distribution Amount for the subject Distribution Date: first, to the
Class B Certificates; second, to the Class C Certificates; third, to the Class D
Certificates; fourth, to the Class E Certificates; fifth, to the F Certificates;
sixth, to the Class G Certificates; seventh, to the Class H Certificates;
eighth, to the Class J Certificates; ninth, to the Class K Certificates; tenth,
to the Class L Certificates; eleventh, to the Class M Certificates; twelfth, to
the Class N Certificates; thirteenth, to the Class O Certificates; and
fourteenth, to the Class P Certificates.


                                      -55-

<PAGE>

          "Principal Prepayment" shall mean any voluntary payment of principal
made by the Borrower on a Mortgage Loan that is received in advance of its
scheduled Due Date and that is not accompanied by an amount of interest (without
regard to any Prepayment Premium, Yield Maintenance Charge and/or Post-ARD
Additional Interest that may have been collected) representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.

          "Privileged Persons" shall mean the Depositor, the Master Servicer,
the Special Servicer, Column, Key Bank, the Underwriters, the Rating Agencies,
the Controlling Class Representative, each Certificateholder and, to the extent
that the Trustee has in accordance with Section 5.06(b) confirmed the Ownership
Interest in the Certificates held thereby, each Certificate Owner or, to the
extent identified by a Certificateholder or a Certificate Owner, a prospective
purchaser of a Certificate or any interest therein.

          "Proposed Plan" shall have the meaning assigned thereto in Section
3.17(a).

          "Prospectus" shall mean the Base Prospectus and the Prospectus
Supplement, together.

          "Prospectus Supplement" shall mean that certain prospectus supplement
dated March 27, 2003, relating to the Registered Certificates, that is a
supplement to the Base Prospectus.

          "PTCE" shall mean Prohibited Transaction Class Exemption.

          "PTE" shall mean Prohibited Transaction Exemption.

          "Purchase Option" shall have the meaning assigned thereto in Section
3.18(c).

          "Purchase Price" shall mean, with respect to any Pooled Mortgage Loan
(or REO Property), a cash price equal to the aggregate of (a) the outstanding
principal balance of such Pooled Mortgage Loan (or the related Pooled REO Loan)
as of the date of purchase, (b) all accrued and unpaid interest on such Pooled
Mortgage Loan (or the related Pooled REO Loan) at the related Mortgage Rate
(exclusive of any portion of such interest that represents Post-ARD Additional
Interest) to, but not including, the Due Date occurring in the Collection Period
during which the applicable purchase or repurchase occurs, (c) all related
unreimbursed Servicing Advances, (d) all accrued and unpaid Advance Interest
with respect to any related Advances, and (e) solely in the case of a repurchase
or substitution by Column or KeyBank pursuant to a Mortgage Loan Purchase
Agreement or by the Column Performance Guarantor pursuant to the Column
Performance Guarantee, or in the case of any purchase pursuant to or as
contemplated by Section 3.27 and/or the Great Lakes Crossing Intercreditor
Agreement, (i) all related Special Servicing Fees, Work-out Fees, Liquidation
Fees, Advance Interest (to the extent not otherwise included in clause (d) of
this definition) and other related Additional Trust Fund Expenses, whether paid
or then owing, and (ii) to the extent not otherwise included in the amount
described in clause (c) or clause (e)(i) of this definition, any costs and
expenses incurred by the Master Servicer, the Special Servicer or the Trustee
(on behalf of the Trust) in enforcing the obligation of such Person to
repurchase or replace such Pooled Mortgage Loan or REO Property.

          "Purchase Price Security Deposit" shall have the meaning assigned
thereto in Section 2.03(b).

          "Purchase Price Security Deposit Account" shall mean a segregated
custodial account or accounts created by and maintained by the Master Servicer,
pursuant to Section 2.03(b), on behalf of the Trustee in trust for the
Certificateholders and the Responsible Party that delivered the Purchase Price


                                      -56-

<PAGE>

Security Deposit held in such account or accounts, which shall be entitled
"[name of Master Servicer], as the Master Servicer, in trust for the registered
holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2003-CK2, and [name of the subject
Responsible Party], Purchase Price Security Deposit Account."

          "Qualified Appraiser" shall mean, in connection with the appraisal of
any Mortgaged Property or REO Property, an Independent MAI-designated appraiser
with at least five years of experience in respect of the relevant geographic
location and property type.

          "Qualified Institutional Buyer" or "QIB" shall mean a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act.

          "Qualified Insurer" shall mean an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant
jurisdiction.

          "Qualifying Substitute Mortgage Loan" shall mean, in connection with
the replacement of a Defective Pooled Mortgage Loan as contemplated by Section
2.03, any other mortgage loan which, on the date of substitution, (i) has a
principal balance, after deduction of the principal portion of any unpaid
Monthly Payment due on or before the date of substitution, not in excess of the
Stated Principal Balance of the Defective Pooled Mortgage Loan; (ii) is accruing
interest at a fixed rate of interest at least equal to, and not more than one
percentage point in excess of, that of the Defective Pooled Mortgage Loan; (iii)
has the same Due Date as, and a grace period for delinquent Monthly Payments
that is no longer than, the Due Date and grace period, respectively, of the
Defective Pooled Mortgage Loan; (iv) is accruing interest on the same Interest
Accrual Basis as the Defective Pooled Mortgage Loan; (v) has a remaining term to
stated maturity not greater than, and not more than one year less than, that of
the Defective Pooled Mortgage Loan and, in any event, has a Stated Maturity Date
not later than two years prior to the Rated Final Distribution Date; (vi) has a
then current loan-to-value ratio not higher than, and a then current debt
service coverage ratio not lower than, the loan-to-value ratio and debt service
coverage ratio, respectively, of the Defective Pooled Mortgage Loan as of the
Closing Date; (vii) has comparable prepayment restrictions to those of the
Defective Pooled Mortgage Loan; (viii) will comply (except in a manner that
would not be adverse to the interests of the Certificateholders (as a collective
whole) in or with respect to such mortgage loan), as of the date of
substitution, with all of the representations relating to the Defective Pooled
Mortgage Loan set forth in or made pursuant to the applicable Mortgage Loan
Purchase Agreement; (ix) has a Phase I Environmental Assessment relating to the
related Mortgaged Property in its Servicing File, which Phase I Environmental
Assessment will evidence that there is no material adverse environmental
condition or circumstance at the related Mortgaged Property for which further
remedial action may be required under applicable law; and (x) constitutes a
"qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the
Code; provided, however, that if more than one mortgage loan is to be
substituted for any Defective Pooled Mortgage Loan, then all such proposed
Replacement Pooled Mortgage Loans shall, in the aggregate, satisfy the
requirement specified in clause (i) of this definition and each such proposed
Replacement Pooled Mortgage Loan shall, individually, satisfy each of the
requirements specified in clauses (ii) through (x) of this definition; and
provided, further, that no mortgage loan shall be substituted for a Defective
Pooled Mortgage Loan unless (a) such prospective Replacement Pooled Mortgage
Loan shall be acceptable to the Controlling Class Representative (or, if there
is no Controlling Class Representative then serving, to the Holders of
Certificates representing a majority of the Voting Rights allocated to the
Controlling Class), in its (or their) sole discretion, and (b) each Rating
Agency shall have confirmed in


                                      -57-

<PAGE>

writing to the Trustee that such substitution will not in and of itself result
in an Adverse Rating Event with respect to any Class of Rated Certificates (such
written confirmation to be obtained by the Responsible Party effecting the
substitution). It is understood and agreed that the Controlling Class
Representative (or, if no Controlling Class Representative is then serving, the
Holders of Certificates representing a majority of the Voting Rights assigned to
the Controlling Class) could find a prospective Replacement Pooled Mortgage Loan
unacceptable for any reason or no reason whatsoever.

          "Rated Certificate" shall mean any of the Certificates to which a
rating has been assigned by either Rating Agency at the request of the
Depositor.

          "Rated Final Distribution Date" shall mean the Distribution Date in
March 2036.

          "Rating Agency" shall mean either of Moody's and Fitch.

          "RCKB Extra Interest" shall mean, with respect to certain litigation
related to the Ritz-Carlton Key Biscayne Mortgaged Property, the additional
interest calculated at 4% per annum, payable on the Ritz-Carlton Key Biscayne
Pooled Mortgage Loan if the Borrower fails, in the event of a determination
adverse to such Borrower in such litigation, to either (i) pay the amount of the
determination within sixty (60) days or (ii) bond over the items and obtain
removal of the claims as a lien on the Ritz-Carlton Key Biscayne Mortgaged
Property.

          "Realized Loss" shall mean:

          (1) with respect to each defaulted Pooled Mortgage Loan as to which a
     Final Recovery Determination has been made, or with respect to any
     successor Pooled REO Loan as to which a Final Recovery Determination has
     been made as to the related REO Property, an amount (not less than zero)
     equal to (a) the unpaid principal balance of such Pooled Mortgage Loan or
     Pooled REO Loan, as the case may be, as of the commencement of the
     Collection Period in which the Final Recovery Determination was made, plus
     (b) without taking into account the amount described in subclause (1)(c) of
     this definition, all unpaid interest accrued in respect of such Pooled
     Mortgage Loan or Pooled REO Loan, as the case may be, to but not including
     the related Due Date in the Collection Period in which the Final Recovery
     Determination was made, exclusive, however, of any portion of such unpaid
     interest that constitutes Default Interest or, in the case of a Pooled ARD
     Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional
     Interest, minus (c) all payments and proceeds, if any, received in respect
     of and allocable to such Pooled Mortgage Loan or Pooled REO Loan, as the
     case may be, during the Collection Period in which such Final Recovery
     Determination was made (net of any related Servicing Advances reimbursed
     therefrom and any related Liquidation Expenses paid therefrom);

          (2) with respect to each defaulted Pooled Mortgage Loan as to which
     any portion of the principal or past due interest payable thereunder was
     canceled in connection with a bankruptcy, insolvency or similar proceeding
     involving the related Borrower or a modification, waiver or amendment of
     such Pooled Mortgage Loan granted or agreed to by the Master Servicer or
     the Special Servicer pursuant to Section 3.20, the amount of such principal
     or past due interest (other than any Default Interest and, in the case of a
     Pooled ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD
     Additional Interest) so canceled; and


                                      -58-

<PAGE>

          (3) with respect to each defaulted Pooled Mortgage Loan as to which
     the Mortgage Rate thereon has been permanently reduced and not recaptured
     for any period in connection with a bankruptcy, insolvency or similar
     proceeding involving the related Borrower or a modification, waiver or
     amendment of such Pooled Mortgage Loan granted or agreed to by the Master
     Servicer or the Special Servicer pursuant to Section 3.20, the amount of
     any consequent reduction in the interest portion of each successive Monthly
     Payment due thereon (each such Realized Loss to be deemed to have been
     incurred on the Due Date for each affected Monthly Payment).

          "Record Date" shall mean, with respect to any Distribution Date, the
last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

          "Recording Omission" shall mean, with respect to any Pooled Mortgage
Loan, any Material Document Defect that exists, as of any date coinciding with
or following October 11, 2004, as a result of the omission from the Mortgage
File for such Pooled Mortgage Loan of the original or a copy of any document
referred to in clause (ii), clause (iii), clause (iv), clause (v) or, in the
case of a Mortgaged Property operated as a hospitality property, clause (viii)
of the definition of "Mortgage File", with evidence of recording thereon or a
receipt or other certification evidencing recording, because such document (i)
was not delivered by or on behalf of Column, in the case of a Pooled Column
Mortgage Loan, or KeyBank, in the case of a Pooled KeyBank Mortgage Loan, either
as a recorded document or in proper form for recording in the appropriate
recording office or (ii) was returned unrecorded as a result of an actual or
purported defect therein.

          "Recording Omission Credit" shall mean, with respect to any Pooled
Mortgage Loan as to which there exists a Recording Omission as of October 11,
2004, a letter of credit in the amount of 25% of the then outstanding principal
amount of such Pooled Mortgage Loan and otherwise satisfying the criteria set
forth in the applicable Mortgage Loan Purchase Agreement.

          "Recording Omission Reserve" shall mean, with respect to any Pooled
Mortgage Loan as to which there exists a Recording Omission as of October 11,
2004, a cash deposit in the amount of 25% of the then outstanding principal
amount of such Pooled Mortgage Loan.

          "Reference Rate" shall mean, with respect to any Interest Accrual
Period, the applicable annual rate specified in Exhibit N attached hereto.

          "Registered Certificate" shall mean any Certificate that has been
subject to registration under the Securities Act. As of the Closing Date, the
Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class
E Certificates constitute Registered Certificates.

          "Regulation S" shall mean Regulation S under the Securities Act.

          "Regulation S Global Certificate" shall mean, with respect to any
Class of Book-Entry Non-Registered Certificates offered and sold outside of the
United States in reliance on Regulation S, a single global Certificate, in
definitive, fully registered form without interest coupon, which Certificate
bears a Regulation S Legend.

          "Regulation S Legend" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the United
States in reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in


                                      -59-

<PAGE>

the United States or to a United States Securities Person prior to the Release
Date except pursuant to an exemption from the registration requirements of the
Securities Act.

          "Reimbursement Rate" shall mean the rate per annum applicable to the
accrual of Advance Interest, which rate per annum is equal to the Prime Rate.

          "Release Date" shall mean, with respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, the date that is 40 days following the later of (i)
the commencement of the offering of such Non-Registered Certificates to Persons
other than distributors in reliance upon Regulation S under the Securities Act
and (ii) the date of closing of such offering.

          "REMIC" shall mean a "real estate mortgage investment conduit" as
defined in Section 860D of the Code.

          "REMIC I" shall mean the segregated pool of assets designated as such
in Section 2.10(a)

          "REMIC I Regular Interest" shall mean any of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and,
in each such case, designated as a "regular interest" in REMIC I. The REMIC I
Regular Interests have the designations and terms provided for in Section 2.10.

          "REMIC I Regular Interest GLC-1" shall mean the REMIC I Regular
Interest that bears the alphanumeric designation "GLC-1".

          "REMIC I Regular Interest GLC-2" shall mean the REMIC I Regular
Interest that bears the alphanumeric designation "GLC-2".

          "REMIC I Regular Interest RCKB-1" shall mean the REMIC I Regular
Interest that bears the alphanumeric designation "RCKB-1".

          "REMIC I Regular Interest RCKB-2" shall mean the REMIC I Regular
Interest that bears the alphanumeric designation "RCKB-2".

          "REMIC I Remittance Rate" shall mean the per annum rate at which
interest accrues in respect of any REMIC I Regular Interest during any Interest
Accrual Period, as set forth in or otherwise calculated in accordance with
Section 2.10(f).

          "REMIC I Residual Interest" shall mean the sole uncertificated
"residual interest", within the meaning of Section 860G(a)(2) of the Code, in
REMIC I, issued pursuant to this Agreement.

          "REMIC II" shall mean the segregated pool of assets designated as such
in Section 2.12(a).

          "REMIC II Regular Interest" shall mean any of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder
and, in each such case, designated as a "regular interest" in REMIC II. The
REMIC II Regular Interests have the designations and terms provided for in
Section 2.12.


                                      -60-

<PAGE>

          "REMIC II Regular Interest A-1-1" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-1-1".

          "REMIC II Regular Interest A-1-2" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-1-2".

          "REMIC II Regular Interest A-1-3" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-1-3".

          "REMIC II Regular Interest A-2-1" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-2-1".

          "REMIC II Regular Interest A-2-2" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-2-2".

          "REMIC II Regular Interest A-2-3" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-2-3".

          "REMIC II Regular Interest A-3-1" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-3-1".

          "REMIC II Regular Interest A-3-2" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-3-2".

          "REMIC II Regular Interest A-3-3" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-3-3".

          "REMIC II Regular Interest A-4-1" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-4-1".

          "REMIC II Regular Interest A-4-2" shall mean the REMIC II Regular
Interest that bears the alphanumeric designation "A-4-2".

          "REMIC II Regular Interest B" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "B".

          "REMIC II Regular Interest C" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "C".

          "REMIC II Regular Interest D" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "D".

          "REMIC II Regular Interest E" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "E".

          "REMIC II Regular Interest F" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "F".


                                      -61-

<PAGE>

          "REMIC II Regular Interest G" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "G".

          "REMIC II Regular Interest GLC" shall mean the REMIC II Regular
Interest that bears the alphabetic designation "GLC".

          "REMIC II Regular Interest H" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "H".

          "REMIC II Regular Interest J" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "J".

          "REMIC II Regular Interest K" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "K".

          "REMIC II Regular Interest L" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "L".

          "REMIC II Regular Interest M" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "M".

          "REMIC II Regular Interest N" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "N".

          "REMIC II Regular Interest O" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "O".

          "REMIC II Regular Interest P" shall mean the REMIC II Regular Interest
that bears the alphabetic designation "P".

          "REMIC II Regular Interest RCKB" shall mean the REMIC II Regular
Interest that bears the alphabetic designation "RCKB".

          "REMIC II Remittance Rate" shall mean the per annum rate at which
interest accrues in respect of any REMIC II Regular Interest during any Interest
Accrual Period, as set forth in or otherwise calculated in accordance with
Section 2.12(f).

          "REMIC II Residual Interest" shall mean the sole uncertificated
"residual interest", within the meaning of Section 860G(a)(2) of the Code, in
REMIC II, issued pursuant to this Agreement.

          "REMIC III" shall mean the segregated pool of assets designated as
such in Section 2.14(a).

          "REMIC III Regular Interest A-SP-A-1-2" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-SP-A-1-2".

          "REMIC III Regular Interest A-SP-A-1-3" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-SP-A-1-3".


                                      -62-

<PAGE>

          "REMIC III Regular Interest A-SP-A-2-1" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-SP-A-2-1".

          "REMIC III Regular Interest A-SP-A-2-2" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-SP-A-2-2".

          "REMIC III Regular Interest A-SP-A-2-3" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-SP-A-2-3".

          "REMIC III Regular Interest A-SP-A-3-1" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-SP-A-3-1".

          "REMIC III Regular Interest A-SP-A-3-2" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-SP-A-3-2".

          "REMIC III Regular Interest A-SP-A-3-3" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-SP-A-3-3".

          "REMIC III Regular Interest A-SP-A-4-2" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-SP-A-4-2".

          "REMIC III Regular Interest A-SP-B" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-SP-B".

          "REMIC III Regular Interest A-SP-C" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-SP-C".

          "REMIC III Regular Interest A-SP-D" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-SP-D".

          "REMIC III Regular Interest A-SP-E" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-SP-E".

          "REMIC III Regular Interest A-SP-F" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-SP-F".

          "REMIC III Regular Interest A-SP-G" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-SP-G".

          "REMIC III Regular Interest A-X-A-1-1" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-1-1".

          "REMIC III Regular Interest A-X-A-1-2" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-1-2".

          "REMIC III Regular Interest A-X-A-1-3" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-1-3".


                                      -63-

<PAGE>

          "REMIC III Regular Interest A-X-A-2-1" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-2-1"

          "REMIC III Regular Interest A-X-A-2-2" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-2-2".

          "REMIC III Regular Interest A-X-A-2-3" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-2-3".

          "REMIC III Regular Interest A-X-A-3-1" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-3-1".

          "REMIC III Regular Interest A-X-A-3-2" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-3-2".

          "REMIC III Regular Interest A-X-A-3-3" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-3-3".

          "REMIC III Regular Interest A-X-A-4-1" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-4-1".

          "REMIC III Regular Interest A-X-A-4-2" shall mean the "regular
interest" in REMIC III that bears the alphanumeric designation "A-X-A-4-2".

          "REMIC III Regular Interest A-X-B" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-B".

          "REMIC III Regular Interest A-X-C" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-C".

          "REMIC III Regular Interest A-X-D" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-D".

          "REMIC III Regular Interest A-X-E" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-E".

          "REMIC III Regular Interest A-X-F" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-F".

          "REMIC III Regular Interest A-X-G" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-G".

          "REMIC III Regular Interest A-X-H" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-H".

          "REMIC III Regular Interest A-X-J" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-J".


                                      -64-

<PAGE>

          "REMIC III Regular Interest A-X-K" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-K".

          "REMIC III Regular Interest A-X-L" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-L".

          "REMIC III Regular Interest A-X-M" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-M".

          "REMIC III Regular Interest A-X-N" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-N".

          "REMIC III Regular Interest A-X-O" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-O".

          "REMIC III Regular Interest A-X-P" shall mean the "regular interest"
in REMIC III that bears the alphabetic designation "A-X-P".

          "REMIC III Regular Interest Certificate" shall mean any of the
Interest Only Certificates and the Principal Balance Certificates.

          "REMIC III Remittance Rate" shall mean the per annum rate at which
interest accrues in respect of any Group A-SP REMIC III Regular Interest or
Group A-X REMIC III Regular Interest during any Interest Accrual Period, as set
forth in or otherwise calculated in accordance with Section 2.14(f).

          "REMIC III Residual Interest" shall mean the sole uncertificated
"residual interest", within the meaning of Section 860G(a)(2) of the Code, in
REMIC III, issued pursuant to this Agreement.

          "REMIC Pool" shall mean any of the Loan REMIC(s), REMIC I, REMIC II
and REMIC III.

          "REMIC Provisions" shall mean the provisions of the federal income tax
law relating to real estate mortgage investment conduits, which appear at
Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

          "REMIC Sub-Account" shall mean a sub-account of the Distribution
Account established pursuant to Section 3.04(b), which sub-account shall
constitute an asset of the Trust Fund and REMIC I (or, alternatively, insofar as
the amounts therein relate to an Exhibit B-5 Mortgage Loan or any related REO
Property, an asset of the Trust Fund and the related Loan REMIC), but not an
asset of any Grantor Trust Pool.

          "Rents from Real Property" shall mean, with respect to any REO
Property, gross income of the character described in Section 856(d) of the Code.


                                      -65-

<PAGE>

          "REO Account" shall mean a segregated custodial account or accounts
created and maintained by the Special Servicer, pursuant to Section 3.16(b), on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "[name of Special Servicer], as Special Servicer, on behalf of [name of
Trustee], in trust for the registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass Through Certificates, Series
2003-CK2, REO Account."

          "REO Acquisition" shall mean the acquisition of any REO Property
pursuant to Section 3.09.

          "REO Disposition" shall mean the sale or other disposition of any REO
Property pursuant to Section 3.18.

          "REO Extension" shall have the meaning assigned thereto in Section
3.16(a).

          "REO Loan" shall mean either a Pooled REO Loan or the Companion REO
Loan.

          "REO Property" shall mean a Mortgaged Property acquired by the Special
Servicer on behalf of and in the name of the Trustee (or its nominee) for the
benefit of the Certificateholders (or, if such property relates to the Great
Lakes Crossing Total Mortgage Loan or an A/B Mortgage Loan Pair, for the benefit
of (i) the Certificateholders and the holder of the Great Lakes Crossing
Companion Mortgage Loan or (ii) the Certificateholders and the related B-Note
Mortgage Loan Holder, as applicable), through foreclosure, acceptance of a deed
in lieu of foreclosure or otherwise in accordance with applicable law in
connection with the default or imminent default of a Mortgage Loan.

          "REO Revenues" shall mean all income, rents, profits and proceeds
derived from the ownership, operation or leasing of any REO Property.

          "REO Tax" shall have the meaning assigned thereto in Section 3.17(a).

          "Replacement Pooled Mortgage Loan" shall mean any mortgage loan that
is substituted Column, KeyBank or the Column Performance Guarantor for a
Defective Pooled Mortgage Loan as contemplated by Section 2.03.

          "Request for Release" shall mean a request signed by a Servicing
Officer of, as applicable, the Master Servicer in the form of Exhibit D-1
attached hereto or the Special Servicer in the form of Exhibit D-2 attached
hereto.

          "Required Appraisal Loan" shall mean any Specially Serviced Pooled
Mortgage Loan (and any successor Pooled REO Loan with respect thereto) as to
which an Appraisal Trigger Event has occurred; provided that a Pooled Mortgage
Loan shall cease to be a Required Appraisal Loan if and when, following the
occurrence of the most recent Appraisal Trigger Event with respect thereto, such
Pooled Mortgage Loan has become a Corrected Pooled Mortgage Loan and no other
Servicing Transfer Event or Appraisal Trigger Event has occurred with respect
thereto during the immediately preceding three months. The Great Lakes Crossing
Companion Mortgage Loan shall be a "Required Appraisal Loan" for so long as the
Great Lakes Crossing Pooled Mortgage Loan is such, and any Companion REO Loan in
respect of the Great Lakes Crossing Companion Mortgage Loan shall in all cases
be a "Required Appraisal Loan".


                                      -66-

<PAGE>

          "Reserve Account" shall mean any of the accounts established and
maintained pursuant to Section 3.03(d).

          "Reserve Funds" shall mean, with respect to any Mortgage Loan, any
amounts delivered by the related Borrower to be held in escrow by or on behalf
of the related Mortgagee representing: (i) reserves for repairs, replacements,
capital improvements and/or environmental testing and remediation with respect
to the related Mortgaged Property; (ii) reserves for tenant improvements and
leasing commissions; (iii) reserves for debt service; or (iv) amounts to be
applied as a Principal Prepayment on such Mortgage Loan or held as Additional
Collateral in the event that certain leasing or other economic criteria in
respect of the related Mortgaged Property are not met.

          "Resolution Extension Period" shall have the meaning assigned thereto
in Section 2.03(b).

          "Responsible Officer" shall mean: (a) when used with respect to the
Trustee, the President, the Treasurer, the Secretary, any Vice President, any
Assistant Vice President, any Trust Officer, any Assistant Secretary or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Agreement; and (b) when used with
respect to any Fiscal Agent or any Certificate Registrar (other than the
Trustee), any officer or assistant officer thereof.

          "Responsible Party" shall mean: (a) in the case of (i) a Document
Defect with respect to any Pooled Column Mortgage Loan or (ii) a Breach with
respect to any Pooled Column Mortgage Loan, which Breach arises out of a
representation or warranty set forth in, or made pursuant to, Section 4(b) or
4(d) of the First Mortgage Loan Purchase Agreement, each of Column and the
Column Performance Guarantor; and (b) in the case of (i) a Document Defect with
respect to any Pooled KeyBank Mortgage Loan or (ii) a Breach with respect to any
Pooled KeyBank Mortgage Loan or any Type II Original Pooled Column Mortgage
Loan, which Breach arises out of a representation or warranty set forth in, or
made pursuant to, Section 4(b) or 4(d) of the Second Mortgage Loan Purchase
Agreement, KeyBank.

          "Restricted Servicer Reports" shall mean, collectively, to the extent
not filed with the Commission, the CMSA Operating Statement Analysis Report, the
CMSA NOI Adjustment Worksheet, CMSA Financial File and the CMSA Comparative
Financial Status Report.

          "Ritz-Carlton Key Biscayne Change of Control Event" shall mean the
event that exists when, as of any date of determination, the Class Principal
Balance of the Class RCKB Certificates (net of any Appraisal Reduction Amount
with respect to the Ritz-Carlton Key Biscayne Pooled Mortgage Loan or any
successor Pooled REO Loan with respect thereto) is less than 25% of the initial
Certificate Principal Balance of the Class RCKB Certificates.

          "Ritz-Carlton Key Biscayne Pooled Mortgage Loan" shall mean the Pooled
Mortgage Loan secured by a Mortgage on the Ritz-Carlton Key Biscayne Mortgaged
Property.

          "Ritz-Carlton Key Biscayne Mortgaged Property" shall mean the
Mortgaged Property identified on the Mortgage Loan Schedule as Ritz-Carlton Key
Biscayne.

          "Ritz-Carlton Key Biscayne Payment Trigger Event" shall mean the event
that exists when, as of any date of determination, (i) an event of default
exists under the Ritz-Carlton Key Biscayne


                                      -67-

<PAGE>

Pooled Mortgage Loan, (ii) a Servicing Transfer Event exists with respect to the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan, (iii) the Ritz-Carlton Key
Biscayne Mortgaged Property has become an REO Property, or (iv) payments of
principal and interest are being made with respect to the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan in accordance with a modification or forbearance
agreement.

          "Rule 144A Global Certificate" shall mean, with respect to any Class
of Book-Entry Non-Registered Certificates, a single global Certificate
registered in the name of the Depositary or its nominee, in definitive, fully
registered form without interest coupons, which Certificate bears a Qualified
Institutional Buyer CUSIP number and does not bear a Regulation S Legend.

          "Sarbanes-Oxley Certification" shall have the meaning assigned thereto
in Section 8.14(b).

          "Second Mortgage Loan Purchase Agreement" shall have the meaning
assigned thereto in the Preliminary Statement to this Agreement.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Senior Certificates" shall mean, collectively, the Class A-P&I
Certificates and the Interest Only Certificates.

          "Senior Principal Distribution Cross-Over Date" shall mean the first
Distribution Date as of which the aggregate Certificate Principal Balance of the
Class A-P&I Certificates outstanding immediately prior thereto equals or exceeds
the sum of (a) the aggregate Stated Principal Balance of the Mortgage Pool (net
of the aggregate Uncertificated Principal Balance of REMIC I Regular Interest
GLC-2 and REMIC I Regular Interest RCKB-2) that will be outstanding immediately
following such Distribution Date, plus (b) the lesser of (i) the Net Total
Principal Distribution Amount for such Distribution Date and (ii) the portion of
the Net Standard Available Distribution Amount for such Distribution Date that
will remain after all distributions of interest to be made on the Senior
Certificates on such Distribution Date pursuant to Section 4.01(a) have been so
made.

          "Servicing Account" shall mean any of the accounts established and
maintained pursuant to Section 3.03(a).

          "Servicing Advances" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses, including reasonable attorneys'
fees and expenses, paid or to be paid, as the context requires, out of its own
funds, by the Master Servicer or the Special Servicer (or, if applicable, the
Trustee or any Fiscal Agent) in connection with the servicing of a Mortgage Loan
as to which a default, delinquency or other unanticipated event has occurred or
is imminent, or in connection with the administration of any REO Property,
including (1) any such costs and expenses associated with (a) compliance with
the obligations of the Master Servicer and/or the Special Servicer set forth in
Sections 2.03, 3.03(c) and 3.09, (b) the preservation, insurance, restoration,
protection and management of a Mortgaged Property, including the cost of any
"force placed" insurance policy purchased by the Master Servicer or the Special
Servicer to the extent such cost is allocable to a particular Mortgaged Property
that the Master Servicer or the Special Servicer is required to cause to be
insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds in respect of any such Mortgage
Loan or any REO Property, (d) any enforcement or judicial proceedings


                                      -68-

<PAGE>

with respect to any such Mortgage Loan, including foreclosures and similar
proceedings, (e) the operation, management, maintenance and liquidation of any
REO Property, (f) obtaining any Appraisal required to be obtained hereunder, and
(g) UCC filings (to the extent that the costs thereof are not reimbursed by the
related Borrower), (2) the reasonable and direct out-of-pocket travel expenses
incurred by the Special Servicer in connection with performing inspections
pursuant to Section 3.12(a), and (3) any other expenditure which is expressly
designated as a Servicing Advance herein; provided that, notwithstanding
anything to the contrary, "Servicing Advances" shall not include (A) allocable
overhead of the Master Servicer or the Special Servicer, such as costs for
office space, office equipment, supplies and related expenses, employee salaries
and related expenses and similar internal costs and expenses, (B) costs incurred
by either such party or any Affiliate thereof in connection with its purchase of
any Pooled Mortgage Loan or REO Property pursuant to or as contemplated by any
provision of this Agreement or (C) costs or expenses expressly required under
this Agreement to be borne by the Master Servicer or the Special Servicer.

          "Servicing Fees" shall mean, with respect to any Pooled Mortgage Loan,
the Great Lakes Crossing Companion Mortgage Loan or any REO Loan, the Master
Servicing Fee and the Special Servicing Fee.

          "Servicing File" shall mean any documents (other than documents
required to be part of the related Mortgage File, but including any
correspondence file) in the possession or under the control of, or required
(pursuant to the applicable Mortgage Loan Purchase Agreement, this Agreement or
otherwise) to be delivered to, as the context may require, the Master Servicer
or the Special Servicer and relating to the origination and servicing of any
Mortgage Loan or the administration of any REO Property, including any tenant
subordination and non-disturbance agreements, third-party underwriting reports,
legal opinions and insurance policies relating to such Mortgage Loan or the
related Mortgaged Property that are in the possession of the Master Servicer or
the Special Servicer, as the case may be, at any particular time.

          "Servicing Officer" shall mean any officer or employee of the Master
Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by such party to the
Depositor on the Closing Date, as such list may be amended from time to time by
the Master Servicer or the Special Servicer.

          "Servicing Standard" shall mean, with respect to each of the Master
Servicer and the Special Servicer, to service and administer the Mortgage Loans
and any REO Properties for which it is responsible hereunder: (a) with the same
care, skill, prudence and diligence as it services and administers comparable
mortgage loans and real properties on behalf of third parties or on behalf of
itself, whichever is the higher standard, giving due consideration to customary
and usual standards of practice utilized by prudent institutional commercial and
multifamily mortgage loan servicers under comparable circumstances; (b) with a
view to the timely collection of all scheduled payments of principal and
interest under the Mortgage Loans, the full collection of all Prepayment
Premiums and Yield Maintenance Charges that may become payable under the
Mortgage Loans and, in the case of the Special Servicer, if a Mortgage Loan
comes into and continues in default and if, in the good faith and reasonable
judgment of the Special Servicer, no satisfactory arrangements can be made for
the collection of the delinquent payments, the maximization of the recovery on
such Mortgage Loan to the Certificateholders (as a collective whole) (or, in the
case of an A/B Mortgage Loan Pair or the Great


                                      -69-

<PAGE>

Lakes Crossing Total Mortgage Loan, to the Certificateholders and the related
B-Note Mortgage Loan Holder (as a collective whole) or to the Certificateholders
and the holder of the Great Lakes Crossing Companion Mortgage Loan (as a
collective whole), as applicable) on a present value basis (the relevant
discounting of anticipated collections that will be distributable to
Certificateholders, a B-Note Mortgage Loan Holder and/or the holder of the Great
Lakes Crossing Companion Mortgage Loan, as applicable, to be performed at the
related Net Mortgage Rate); and (c) without regard to: (i) any relationship that
the Master Servicer or Special Servicer, as the case may be, or any of its
Affiliates may have with the related Borrower or any of its Affiliates or with
any other party to this Agreement; (ii) the ownership of any Certificate by the
Master Servicer or Special Servicer, as the case may be, or any of its
Affiliates; (iii) the obligation of the Master Servicer to make Advances, (iv)
the obligation of the Special Servicer to make, or direct the Master Servicer to
make, Servicing Advances; (v) the right of the Master Servicer or Special
Servicer, as the case may be, or any of its Affiliates to receive reimbursement
of costs, or the sufficiency of any compensation payable to it, hereunder or
with respect to any particular transaction; (vi) any ownership, servicing and/or
management by the Master Servicer or Special Servicer, as the case may be, or
any of its Affiliates of any other mortgage loans or real property; (vii) the
ownership by the Master Servicer or Special Servicer, as the case may be, or any
of its Affiliates of any other debt owed by, or secured by ownership interests
in, any of the Borrowers or any Affiliate of a Borrower; and (viii) the
obligations of the Master Servicer or Special Servicer, as the case may be, or
any of its Affiliates to repurchase any Pooled Mortgage Loan from the Trust, or
to indemnify the Trust, in any event as a result of a Material Breach (or, under
the circumstances contemplated by the second paragraph of Section 2.03(b), a
Breach) or a Material Document Defect.

          "Servicing Transfer Event" shall mean, with respect to any Pooled
Mortgage Loan or the Great Lakes Crossing Companion Mortgage Loan, any of the
following events:

          (a) the related Borrower has failed to make when due any Monthly
     Payment (including a Balloon Payment) or any other payment required under
     the related Mortgage Loan Documents, which failure continues, or the Master
     Servicer determines, in its reasonable judgment, will continue, unremedied
     (including by the Class GLC Directing Certificateholder or the Class RCKB
     Directing Certificateholder, as the case may be) (i) except in the case of
     a delinquent Balloon Payment, for 60 days beyond the date on which the
     subject payment was due, and (ii) solely in the case of a delinquent
     Balloon Payment, for 90 days beyond the related maturity date or, if the
     related Borrower has delivered to the Master Servicer a refinancing
     commitment reasonably acceptable to the Special Servicer, for such longer
     period, not to exceed 150 days beyond the related maturity date, during
     which the refinancing would occur; or

          (b) the Master Servicer has determined, in its reasonable judgment,
     that a default in making a Monthly Payment (including a Balloon Payment) or
     any other material payment required under the related Mortgage Loan
     Documents is likely to occur within 30 days and either (i) the related
     Borrower has requested a material modification of the payment terms of the
     subject Mortgage Loan or (ii) such default is likely to remain unremedied
     (including by the Class GLC Directing Certificateholder or the Class RCKB
     Directing Certificateholder, as the case may be) for at least the period
     contemplated by clause (a) of this definition; or

          (c) the Master Servicer has determined, in its reasonable judgment,
     that a default, other than as described in clause (a) or (b) of this
     definition, has occurred that may materially impair the value of the
     related Mortgaged Property as security for the Pooled Mortgage Loan,


                                      -70-

<PAGE>

     which default has continued unremedied (including by the Class GLC
     Directing Certificateholder or the Class RCKB Directing Certificateholder,
     as the case may be) for the applicable cure period under the terms of the
     subject Mortgage Loan (or, if no cure period is specified, for 60 days); or

          (d) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises in an involuntary action against the
     related Borrower under any present or future federal or state bankruptcy,
     insolvency or similar law or the appointment of a conservator, receiver or
     liquidator in any insolvency, readjustment of debt, marshalling of assets
     and liabilities or similar proceeding, or for the winding-up or liquidation
     of its affairs, shall have been entered against the related Borrower and
     such decree or order shall have remained in force undismissed, undischarged
     or unstayed for a period of 60 days; or

          (e) the related Borrower shall have consented to the appointment of a
     conservator, receiver or liquidator in any insolvency, readjustment of
     debt, marshalling of assets and liabilities or similar proceeding of or
     relating to such Borrower or of or relating to all or substantially all of
     its property; or

          (f) the related Borrower shall have admitted in writing its inability
     to pay its debts generally as they become due, filed a petition to take
     advantage of any applicable insolvency or reorganization statute, made an
     assignment for the benefit of its creditors, or voluntarily suspended
     payment of its obligations; or

          (g) the Master Servicer shall have received notice of the commencement
     of foreclosure or similar proceedings with respect to the related Mortgaged
     Property; or

          (h) if the subject Mortgage Loan is a Pooled A-Note Mortgage Loan, the
     existence of an A/B Material Default (insofar as such A/B Material Default
     is not otherwise covered by clauses (a) through clause (g) above of this
     definition).

A Servicing Transfer Event with respect to any Pooled Mortgage Loan or the Great
Lakes Crossing Companion Mortgage Loan shall cease to exist:

          (w) in the case of the circumstances described in clause (a) above, if
     and when the related Borrower has made three consecutive full and timely
     Monthly Payments under the terms of the subject Mortgage Loan (as such
     terms may be changed or modified in connection with a bankruptcy or similar
     proceeding involving the related Borrower or by reason of a modification,
     waiver or amendment granted or agreed to by the Master Servicer or the
     Special Servicer pursuant to Section 3.20);

          (x) in the case of the circumstances described in clauses (b), (d),
     (e) and (f) above, if and when such circumstances cease to exist in the
     reasonable judgment of the Special Servicer;

          (y) in the case of the circumstances described in clauses (c) and (h)
     above, if and when such default is cured in the reasonable judgment of the
     Special Servicer; and

          (z) in the case of the circumstances described in clause (g) above, if
     and when such proceedings are terminated.


                                      -71-

<PAGE>

          "Sole Certificateholder(s)" shall mean any Holder or group of Holders,
as the case may be, of 100% of the then outstanding Certificates.

          "Special Reconciliation Report" shall mean a report in the form and
containing the information provided for in Exhibit E-3 attached hereto.

          "Special Reserve Account" shall mean a segregated custodial account or
accounts created and maintained by the Master Servicer, pursuant to Section
2.03(e), on behalf of the Trustee in trust for the Certificateholders and the
Responsible Party that delivered the Recording Omission Reserve held in such
account or accounts, which shall be entitled "[name of Master Servicer], as
Master Servicer, in trust for the registered holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2003-CK2, and [name of the subject Responsible Party], Special Reserve
Account".

          "Special Servicer", subject to Section 3.01(f), shall mean KRECM, in
its capacity as special servicer hereunder, or any successor special servicer
appointed as provided herein.

          "Special Servicer Backup Certification" shall have the meaning
assigned thereto in Section 8.14.

          "Special Servicing Fee" shall mean, with respect to each Specially
Serviced Mortgage Loan (other than, if applicable, a B-Note Mortgage Loan) and
each REO Loan, the fee designated as such and payable to the Special Servicer
pursuant to the first paragraph (together with, in the case of the Great Lakes
Crossing Companion Mortgage Loan or any successor Companion REO Loan with
respect thereto, the last paragraph) of Section 3.11(c).

          "Special Servicing Fee Rate" shall mean, with respect to each
Specially Serviced Mortgage Loan and each Pooled REO Loan, 0.25% per annum.

          "Specially Designated Defaulted Pooled Mortgage Loan" shall mean a
Specially Serviced Pooled Mortgage Loan that is delinquent 90 days or more with
respect to any Balloon Payment or 60 days or more with respect to any other
Monthly Payment, with such delinquency to be determined without giving effect to
any grace period permitted by the related Mortgage or Mortgage Note and without
regard to any acceleration of payments under the related Mortgage and Mortgage
Note, or a Specially Serviced Pooled Mortgage Loan as to which the amounts due
thereunder have been accelerated following any other material default.

          "Specially Designated Mortgage Loan Documents" shall mean, with
respect to any Pooled Mortgage Loan, subject to Sections 1.04 and 2.01, the
following documents on a collective basis:

          (i)  the original executed Mortgage Note or, alternatively, if the
               original executed Mortgage Note has been lost, a lost note
               affidavit and indemnity with a copy of such Mortgage Note;

          (ii) an original or a copy of the Mortgage (with or without recording
               information);

          (iii) the original or a copy of the policy of lender's title insurance
               or, if such policy has not yet been issued, a "marked-up" pro
               forma title policy or commitment for title


                                      -72-

<PAGE>

               insurance marked as binding and countersigned or evidenced as
               binding by escrow letter or closing instructions;

          (iv) the original or a copy of any Ground Lease;

          (v)  any Letter(s) of Credit constituting Additional Collateral and,
               if applicable, the originals or copies of any intervening
               assignments thereof; and

          (vi) if such Pooled Mortgage Loan is secured by a hospitality
               property, a copy of the franchise agreement (if any), the
               original of the most recent franchise comfort letter (if any) and
               the original documents necessary to transfer or assign such
               comfort letter to the Trustee;

provided that whenever the term "Specially Designated Mortgage Loan Documents"
is used to refer to documents actually received by the Trustee or by a Custodian
on its behalf such term shall not be deemed to include such documents and
instruments referred to in items (i) through (vi) of this definition unless they
are actually so received.

          "Specially Serviced Mortgage Loan" shall mean: any Specially Serviced
Pooled Mortgage Loan; or, to the extent it is being serviced hereunder, any
B-Note Mortgage Loan as to which the related Pooled A-Note Mortgage Loan is a
Specially Serviced Mortgage Loan; or, to the extent that it is being serviced
hereunder, the Great Lakes Crossing Companion Mortgage Loan (but only if the
Great Lakes Crossing Pooled Mortgage Loan is a Specially Serviced Pooled
Mortgage Loan).

          "Specially Serviced Pooled Mortgage Loan" shall mean any Pooled
Mortgage Loan as to which there then exists a Servicing Transfer Event. Upon the
occurrence of a Servicing Transfer Event with respect to any Pooled Mortgage
Loan, such Pooled Mortgage Loan shall remain a Specially Serviced Pooled
Mortgage Loan until the earliest of (i) the occurrence of a Liquidation Event
with respect to such Pooled Mortgage Loan, (ii) the occurrence of an REO
Acquisition with respect to the related Mortgaged Property, and (iii) the
cessation of all existing Servicing Transfer Events with respect to such Pooled
Mortgage Loan.

          "Standard Available Distribution Amount" shall mean, with respect to
any Distribution Date, an amount equal to (a) the sum of (i) all amounts on
deposit in the Distribution Account as of 11:00 a.m., New York City time, on
such Distribution Date, (ii) to the extent not included in the amount described
in clause (a)(i) of this definition, any P&I Advances and/or Compensating
Interest Payments that were made in respect of the Mortgage Pool on such
Distribution Date, (iii) to the extent not included in the amount described in
clause (a)(i) of this definition, the aggregate amount transferred (pursuant to
Section 3.05(d)) from the Excess Liquidation Proceeds Account to the
Distribution Account in respect of such Distribution Date, and (iv) to the
extent not included in the amount described in clause (a)(i) of this definition,
if such Distribution Date occurs during the month of March of 2004 or any year
thereafter, the aggregate of the Interest Reserve Amounts with respect to the
Interest Reserve Loans transferred from the Interest Reserve Account to the
Distribution Account during such month of March for distribution on such
Distribution Date, net of (b) any portion of the amounts described in clause (a)
of this definition that represents one or more of the following: (i) collected
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any payments of principal (including Principal
Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds received by or on behalf of the Trust after the end of the
related Collection Period,


                                      -73-

<PAGE>

(iii) any Prepayment Premiums, Yield Maintenance Charges, Additional Sully Place
Yield Maintenance Amount, Post-ARD Additional Interest and/or RCKB Extra
Interest, (iv) any amounts payable or reimbursable to any Person from the
Distribution Account pursuant to clauses (iii) through (vii) of Section 3.05(b),
(v) if such Distribution Date occurs during the month of February of 2004 or any
year thereafter or during the month of January of 2005 or any year thereafter
that is not a leap year, the aggregate of the Interest Reserve Amounts with
respect to the Interest Reserve Loans to be withdrawn (pursuant to Section
3.04(c) and Section 3.05(b)(ii)) from the Distribution Account and deposited
into the Interest Reserve Account during such month of February or such month of
January, as the case may be, and held for future distribution, and (vi) any
amounts deposited in the Distribution Account in error; provided that the
Standard Available Distribution Amount for the Final Distribution Date shall be
calculated without regard to clauses (b)(i), (b)(ii) and (b)(v) of this
definition.

          "Startup Day" shall mean, with respect to each REMIC Pool, the day
designated as such in Section 2.08(a) (in the case of each Loan REMIC), Section
2.10(a) (in the case of REMIC I), Section 2.12(a) (in the case of REMIC II) or
Section 2.14(a) (in the case of REMIC III), as applicable.

          "Stated Maturity Date" shall mean, with respect to any Mortgage Loan,
the Due Date specified in the related Mortgage Note (as in effect on the Closing
Date or, in the case of a Replacement Pooled Mortgage Loan, on the related date
of substitution) on which the last payment of principal is due and payable under
the terms of such Mortgage Note, without regard to any change in or modification
of such terms in connection with a bankruptcy or similar proceeding involving
the related Borrower or a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the Master Servicer or the Special Servicer
pursuant to Section 3.20 and, in the case of an ARD Mortgage Loan, without
regard to its Anticipated Repayment Date.

          "Stated Principal Balance" shall mean, with respect to any Pooled
Mortgage Loan (and any successor Pooled REO Loan with respect thereto), a
principal balance which (a) initially shall equal the unpaid principal balance
thereof as of the related Due Date in April 2003 or, in the case of any
Replacement Pooled Mortgage Loan, as of the related date of substitution, in any
event after application of all payments of principal due thereon on or before
such date, whether or not received, and (b) shall be permanently reduced on each
subsequent Distribution Date (to not less than zero) by (i) that portion, if
any, of the Total Principal Distribution Amount for such Distribution Date
attributable to such Pooled Mortgage Loan (or successor Pooled REO Loan), and
(ii) the principal portion of any Realized Loss incurred in respect of such
Pooled Mortgage Loan (or successor Pooled REO Loan) during the related
Collection Period; provided that, if a Liquidation Event occurs in respect of
any Pooled Mortgage Loan or REO Property, then the "Stated Principal Balance" of
such Pooled Mortgage Loan or of the related Pooled REO Loan, as the case may be,
shall be zero commencing as of the Distribution Date in the Collection Period
next following the Collection Period in which such Liquidation Event occurred.

          "Subordinate Certificate" shall mean any of the Class GLC, Class RCKB,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P and Class R Certificates.

          "Subordinate Principal Balance Certificate" shall mean any of the
Subordinate Certificates that are also Principal Balance Certificates.


                                      -74-

<PAGE>

          "Subsequent Exchange Act Reports" shall mean all Exchange Act Reports
other than the Current Report on Form 8-K to be filed with the Commission with
respect to the Trust by the Depositor in accordance with Section 8.14(a) within
15 days following the Closing Date.

          "Sub-Servicer" shall mean any Person with which the Master Servicer or
the Special Servicer has entered into a Sub-Servicing Agreement.

          "Sub-Servicing Agreement" shall mean the written contract between the
Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of Mortgage Loans as
provided in Section 3.22.

          "Substitution Shortfall Amount" shall mean, in connection with the
substitution of one or more Replacement Pooled Mortgage Loans for any Defective
Pooled Mortgage Loan, the amount, if any, by which the Purchase Price for such
Defective Pooled Mortgage Loan (calculated as if it were to be repurchased,
instead of replaced, on the relevant date of substitution), exceeds the initial
Stated Principal Balance or the initial aggregate Stated Principal Balance, as
the case may be, of such Replacement Pooled Mortgage Loan(s).

          "Sully Place Mortgaged Property" shall mean the Mortgaged Property
identified on the Mortgage Loan Schedule as Sully Place.

          "Sully Place Pooled Mortgage Loan" shall mean the Pooled Mortgage Loan
that is secured by a Mortgage on the Sully Place Mortgaged Property.

          "Tax Matters Person" shall mean, with respect to any REMIC Pool, the
Person designated as the "tax matters person" of such REMIC Pool in the manner
provided under Treasury regulation section 1.860F-4(d) and temporary Treasury
regulation section 301.6231(a)(7)-1T, which Person shall, pursuant to Section
10.01(b), be the Plurality Class R Certificateholder.

          "Tax Returns" shall mean the federal income tax return on IRS Form
1066, U.S. Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holder of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of each REMIC Pool due to its classification as a REMIC under the
REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the IRS under any applicable provisions of federal tax law or any other
governmental taxing authority under applicable state or local tax laws.

          "Termination Price" shall have the meaning assigned thereto in Section
9.01(a).

          "Total Principal Distribution Amount" shall mean:

          (a)with respect to any Distribution Date prior to the Final
Distribution Date, an amount equal to the aggregate (without duplication) of the
following--

          (i) all payments of principal (including Principal Prepayments)
     received by or on behalf of the Trust with respect to the Pooled Mortgage
     Loans during the related Collection Period, in each case net of any portion
     of the particular payment that represents a Late Collection of principal
     for which a P&I Advance was previously made for a prior Distribution Date
     or that


                                      -75-

<PAGE>

     represents the principal portion of a Monthly Payment due on or before the
     related Due Date in April 2003 or on a Due Date subsequent to the end of
     the related Collection Period,

          (ii) all scheduled payments of principal due in respect of the Pooled
     Mortgage Loans for their respective Due Dates occurring during the related
     Collection Period that were received by or on behalf of the Trust (other
     than as part of a Principal Prepayment) prior to the related Collection
     Period,

          (iii) all Insurance Proceeds, Condemnation Proceeds and Liquidation
     Proceeds received by or on behalf of the Trust with respect to any of the
     Pooled Mortgage Loans during the related Collection Period that were
     identified and applied as recoveries of principal of such Pooled Mortgage
     Loans in accordance with Section 1.03, in each case net of any portion of
     such proceeds that represents a Late Collection of principal due on or
     before the related Due Date in April 2003 or for which a P&I Advance was
     previously made for a prior Distribution Date,

          (iv) all Insurance Proceeds, Condemnation Proceeds, Liquidation
     Proceeds and REO Revenues received by or on behalf of the Trust in respect
     of any REO Properties during the related Collection Period that were
     identified and applied as recoveries of principal of the related Pooled REO
     Loans in accordance with Section 1.03, in each case net of any portion of
     such proceeds and/or revenues that represents a Late Collection of
     principal due on or before the related Due Date in April 2003 or for which
     a P&I Advance was previously made for a prior Distribution Date, and

          (v) the respective principal portions of all P&I Advances made in
     respect of the Pooled Mortgage Loans and any Pooled REO Loans with respect
     to such Distribution Date; and

          (b) with respect to the Final Distribution Date, an amount equal to
the aggregate Stated Principal Balance of the entire Mortgage Pool outstanding
immediately prior to the Final Distribution Date.

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

          "Transfer Affidavit and Agreement" shall have the meaning assigned
thereto in Section 5.02(d).

          "Transferee" shall mean any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.

          "Transferor" shall mean any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.

          "Trust" shall mean the trust created hereby.

          "Trustee" shall mean Wells Fargo, in its capacity as trustee
hereunder, or any successor trustee appointed as provided herein.

          "Trustee Report" shall have the meaning assigned thereto in Section
4.02(a).


                                      -76-

<PAGE>

          "Trustee Backup Certification" shall have the meaning assigned thereto
in Section 8.14(f).

          "Trustee's Fee" shall mean, with respect to any Pooled Mortgage Loan
or Pooled REO Loan, the fee designated as such and payable to the Trustee
pursuant to Section 8.05(a).

          "Trustee's Fee Rate" shall mean 0.0021% per annum.

          "Trust Fund" shall mean, collectively, all of the assets of all the
REMIC Pools and Grantor Trust Pools, together with the Purchase Price Security
Deposit Accounts, the Special Reserve Accounts and any Recording Omission
Reserves and Recording Omission Credits delivered by Column, KeyBank or the
Column Performance Guarantor to the Master Servicer as contemplated by Section
2.03.

          "Type I Original Pooled Column Mortgage Loan" shall mean an Original
Pooled Column Mortgage Loan that is identified on the Pooled Mortgage Loan
Schedule as having been originated by a party other than KeyBank.

          "Type II Original Pooled Column Mortgage Loan" shall mean an Original
Pooled Column Mortgage Loan that is identified on the Pooled Mortgage Loan
Schedule as having been originated by KeyBank.

          "UCC" shall mean the Uniform Commercial Code in effect in the
applicable jurisdiction.

          "UCC Financing Statement" shall mean a financing statement executed
and filed pursuant to the Uniform Commercial Code, as in effect in any relevant
jurisdiction.

          "Uncertificated Principal Balance" shall mean the principal balance
outstanding from time to time of any Loan REMIC Regular Interest (calculated in
accordance with Section 2.08(e) hereof), any REMIC I Regular Interest
(calculated in accordance with Section 2.10(e) hereof) or any REMIC II Regular
Interest (calculated in accordance with Section 2.12(e) hereof).

          "Underwriters" shall mean, collectively, CSFB LLC, McDonald and
Goldman Sachs.

          "Underwriter Exemption" shall mean PTE 89-90, as amended by PTE 97-34,
PTE 2000-58 and PTE 2002-41, and as may be subsequently amended following the
Closing Date.

          "Unfunded Principal Balance Reduction" shall mean any reduction made
in the Class Principal Balance of any Class of Principal Balance Certificates
pursuant to Section 4.04(a), the Uncertificated Principal Balance of any REMIC
II Regular Interest pursuant to Section 4.04(b), the Uncertificated Principal
Balance of any REMIC I Regular Interest pursuant to Section 4.04(c) or the
Uncertificated Principal Balance of any Loan REMIC Regular Interest pursuant to
Section 4.04(d).

          "United States Securities Person" shall mean any "U.S. person" as
defined in Rule 902(k) of Regulation S.

          "United States Tax Person" shall mean a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or


                                      -77-

<PAGE>

any political subdivision thereof, or an estate whose income from sources
without the United States is includible in gross income for United States
federal income tax purposes regardless of its connection with the conduct of a
trade or business within the United States, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States Tax Persons have the authority to
control all substantial decisions of the trust, all within the meaning of
Section 7701(a)(30) of the Code.

          "Unrestricted Servicer Reports" shall mean, collectively, all of the
files and reports comprising the CMSA Investor Reporting Package (excluding the
CMSA Bond Level File, the CMSA Collateral Summary File and the Restricted
Servicer Reports).

          "USAP" shall mean the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers Association of America.

          "USPAP" shall mean the Uniform Standards of Professional Appraisal
Practices.

          "Voting Rights" shall mean the voting rights evidenced by the
respective Certificates. At all times during the term of this Agreement, 99.0%
of the Voting Rights shall be allocated among all the Holders of the various
Classes of Principal Balance Certificates in proportion to the respective Class
Principal Balances of such Classes, and 1.0% of the Voting Rights shall be
allocated between the Holders of the two Classes of Interest Only Certificates
in proportion to the respective Class Notional Amounts of such Classes. Voting
Rights allocated to a particular Class of Certificateholders shall be allocated
among such Certificateholders in proportion to the respective Percentage
Interests evidenced by their respective Certificates. No Voting Rights shall be
allocated to the Class R, Class V-1, Class V-2, Class V-3 or Class V-4
Certificateholders.

          "Wells Fargo" shall have the meaning assigned thereto in the
Preliminary Statement to this Agreement.

          "Work-out Fee" shall mean the fee designated as such, and payable to
the Special Servicer in connection with certain collections on Corrected
Mortgage Loans, pursuant to the second paragraph (together with, in the case of
the Great Lakes Crossing Companion Mortgage Loan, the last paragraph) of Section
3.11(c).

          "Work-out Fee Rate" shall mean 1.0%.

          "Yield Maintenance Certificates" shall mean the Class A-1, Class A-2,
Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G and
Class H Certificates.

          "Yield Maintenance Charge" shall mean, with respect to any Mortgage
Loan, any premium, fee or other additional amount paid or payable, as the
context requires, by a Borrower in connection with a Principal Prepayment on, or
other early collection of principal of, a Mortgage Loan, calculated, in whole or
in part, pursuant to a yield maintenance formula or otherwise pursuant to a
formula that reflects the lost interest, including a Yield Maintenance Minimum
Amount.

          "Yield Maintenance Minimum Amount" shall mean, with respect to a
Mortgage Loan that provides for a Yield Maintenance Charge to be paid in
connection with any Principal Prepayment


                                      -78-

<PAGE>

thereon or other early collection of principal thereof, any specified amount or
specified percentage of the amount prepaid which constitutes the minimum amount
that such Yield Maintenance Charge may be.

          SECTION 1.02. General Interpretive Principles.

          For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:

          (i) capitalized terms used in this Agreement have the meanings
     assigned to them in this Agreement and include the plural as well as the
     singular, and the use of any gender herein shall be deemed to include the
     other gender;

          (ii) accounting terms not otherwise defined herein have the meanings
     assigned to them in accordance with GAAP as in effect from time to time;

          (iii) references herein to "Articles", "Sections", "Subsections",
     "Paragraphs" and other subdivisions without reference to a document are to
     designated Articles, Sections, Subsections, Paragraphs and other
     subdivisions of this Agreement;

          (iv) a reference to a Subsection without further reference to a
     Section is a reference to such Subsection as contained in the same Section
     in which the reference appears, and this rule shall also apply to
     Paragraphs and other subdivisions;

          (v) the words "herein", "hereof", "hereunder", "hereto", "hereby" and
     other words of similar import refer to this Agreement as a whole and not to
     any particular provision; and

          (vi) the terms "include" and "including" shall mean without limitation
     by reason of enumeration.

          SECTION 1.03. Certain Calculations in Respect of the Mortgage Pool.

          (a) All amounts collected by or on behalf of the Trust in respect of
any Cross-Collateralized Group in the form of payments from Borrowers, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied among
the Pooled Mortgage Loans constituting such Cross-Collateralized Group in
accordance with the express provisions of the related Mortgage Loan Documents
and, in the absence of such express provisions, in accordance with the Servicing
Standard. All amounts collected by or on behalf of the Trust in respect of any
A/B Mortgage Loan Pair, including any payments from Borrowers, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied
between the related Pooled A-Note Mortgage Loan and B-Note Mortgage Loan in
accordance with the express provisions of the related A/B Intercreditor
Agreement. All amounts collected by or on behalf of the Trust in respect of the
Great Lakes Crossing Total Mortgage Loan, including any payments from Borrowers,
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be
applied between the Great Lakes Crossing Pooled Mortgage Loan and the Great
Lakes Crossing Companion Mortgage Loan in accordance with the express provisions
of the Great Lakes Crossing Intercreditor Agreement. All amounts collected by or
on behalf of the Trust in respect of or allocable to any particular Pooled
Mortgage Loan (whether or not such Pooled Mortgage Loan is a Pooled A-Note
Mortgage Loan, is the Great Lakes Crossing Pooled Mortgage Loan or constitutes
part of


                                      -79-

<PAGE>

a Cross-Collateralized Group) in the form of payments from Borrowers, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds shall be applied to
amounts due and owing under the related Mortgage Note and Mortgage (including
for principal and accrued and unpaid interest) in accordance with the express
provisions of the related Mortgage Loan Documents and, in the absence of such
express provisions or if and to the extent that such terms authorize the lender
to use its discretion, shall be applied: first, as a recovery of any related and
unreimbursed Servicing Advances and, if applicable, unpaid Liquidation Expenses;
second, as a recovery of accrued and unpaid interest on such Pooled Mortgage
Loan to, but not including, the date of receipt by or on behalf of the Trust
(or, in the case of a full Monthly Payment from any Borrower, through the
related Due Date), exclusive, however, of any portion of such accrued and unpaid
interest that constitutes Default Interest or, in the case of the Ritz-Carlton
Key Biscayne Pooled Mortgage Loan, that constitutes RCKB Extra Interest or, in
the case of a Pooled ARD Mortgage Loan after its Anticipated Repayment Date,
that constitutes Post-ARD Additional Interest; third, as a recovery of principal
of such Pooled Mortgage Loan then due and owing, including by reason of
acceleration of the Pooled Mortgage Loan following a default thereunder (or, if
a Liquidation Event has occurred in respect of such Pooled Mortgage Loan, as a
recovery of principal to the extent of its entire remaining unpaid principal
balance); fourth, unless a Liquidation Event has occurred in respect of such
Pooled Mortgage Loan, as a recovery of amounts to be currently applied to the
payment of, or escrowed for the future payment of, real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items;
fifth, unless a Liquidation Event has occurred in respect of such Pooled
Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be
held in escrow; sixth, as a recovery of any Prepayment Premium or Yield
Maintenance Charge then due and owing under such Pooled Mortgage Loan; seventh,
as a recovery of any Default Charges then due and owing under such Pooled
Mortgage Loan; eighth, as a recovery of any assumption fees, assumption
application fees and modification fees then due and owing under such Pooled
Mortgage Loan; ninth, as a recovery of any other amounts then due and owing
under such Pooled Mortgage Loan other than remaining unpaid principal and, in
the case of a Pooled ARD Mortgage Loan after its Anticipated Repayment Date,
other than Post-ARD Additional Interest and, in respect of the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan, other than RCKB Extra Interest; tenth, as a
recovery of any remaining principal of such Pooled Mortgage Loan to the extent
of its entire remaining unpaid principal balance; and, eleventh, in the case of
a Pooled ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery
of accrued and unpaid Post-ARD Additional Interest on such Pooled ARD Mortgage
Loan to but not including the date of receipt by or on behalf of the Trust and,
in the case of the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, as a recovery
of any accrued and unpaid RCKB Extra Interest on such Pooled Mortgage Loan to
but not including the date of receipt by or on behalf of the Trust; provided
that any payment of the Additional Sully Place Yield Maintenance Amount in
connection with the repurchase of the Sully Place Pooled Mortgage Loan as a
result of an Early Defeasance with respect thereto shall be applied to such
item. Amounts collected on the Great Lakes Crossing Companion Mortgage Loan
shall be applied in the same manner as is provided in the prior sentence with
respect to the Great Lakes Crossing Pooled Mortgage Loan.

          (b) Collections by or on behalf of the Trust in respect of each REO
Property (exclusive of amounts to be applied to the payment of the costs of
operating, managing, maintaining and disposing of such REO Property and, if
applicable, exclusive of amounts payable to any related B-Note Mortgage Loan
Holder or the holder of the Great Lakes Crossing Companion Mortgage Loan) shall
be treated: first, as a recovery of any related and unreimbursed Servicing
Advances and, if applicable, unpaid Liquidation Expenses; second, as a recovery
of accrued and unpaid interest on the related Pooled REO Loan to, but not
including, the Due Date in the Collection Period of receipt, by or on behalf of
the


                                      -80-

<PAGE>

Trust, exclusive, however, of any portion of such accrued and unpaid interest
that constitutes Default Interest or, in the case of the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan, that constitutes RCKB Extra Interest or, in the
case of a Pooled REO Loan that relates to a Pooled ARD Mortgage Loan after its
Anticipated Repayment Date, that constitutes Post-ARD Additional Interest;
third, as a recovery of principal of the related Pooled REO Loan to the extent
of its entire unpaid principal balance; fourth, as a recovery of any Prepayment
Premium or Yield Maintenance Charge deemed to be due and owing in respect of the
related Pooled REO Loan; fifth, as a recovery of any Default Charges deemed to
be due and owing in respect of the related Pooled REO Loan; sixth, as a recovery
of any other amounts deemed to be due and owing in respect of the related Pooled
REO Loan (other than, in the case of a Pooled REO Loan that relates to a Pooled
Mortgage Loan after its Anticipated Repayment Date, accrued and unpaid Post-ARD
Additional Interest and, in the case of a Pooled REO Loan that relates to the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan, other than RCKB Extra Interest);
and seventh, in the case of a Pooled REO Loan that relates to a Pooled Mortgage
Loan after its Anticipated Repayment Date, as a recovery of any accrued and
unpaid Post-ARD Additional Interest on such Pooled REO Loan to but not including
the date of receipt by or on behalf of the Trust and, in the case of a Pooled
REO Loan that relates to the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, as
a recovery of any accrued and unpaid RCKB Extra Interest on such Pooled REO Loan
to but not including the date of receipt by or on behalf of the Trust.
Collections allocable to a successor REO Loan in respect of the Great Lakes
Crossing Companion Mortgage Loan shall be applied in the same manner as is
provided in the prior sentence with respect to a successor REO Loan in respect
of the Great Lakes Crossing Pooled Mortgage Loan.

          (c) For the purposes of this Agreement, Post-ARD Additional Interest
on an ARD Mortgage Loan or, if applicable, a successor REO Loan shall be deemed
not to constitute principal or any portion thereof and shall not be added to the
unpaid principal balance or Stated Principal Balance of such ARD Mortgage Loan
or successor REO Loan, notwithstanding that the terms of the related loan
documents so permit. To the extent any Post-ARD Additional Interest is not paid
on a current basis, it shall be deemed to be deferred interest.

          (d) Insofar as amounts received in respect of any Pooled Mortgage
Loan, the Great Lakes Crossing Companion Mortgage Loan or any REO Property and
allocable to shared fees and shared charges owing in respect of such Mortgage
Loan or the related REO Loan(s), as the case may be, that constitute Additional
Master Servicing Compensation payable to the Master Servicer and/or Additional
Special Servicing Compensation payable to the Special Servicer, are insufficient
to cover the full amount of such fees and charges, such amounts shall be
allocated between such of those fees and charges as are payable to the Master
Servicer, on the one hand, and such of those fees and charges as are payable to
the Special Servicer, on the other, pro rata in accordance with their respective
entitlements.

          (e) The foregoing applications of amounts received in respect of any
Mortgage Loan or REO Property shall be determined by the Master Servicer and
reflected in the appropriate monthly report from the Master Servicer and in the
appropriate monthly Trustee Report as provided in Section 4.02.

          SECTION 1.04. Cross-Collateralized Pooled Mortgage Loans.

          Notwithstanding anything herein to the contrary, it is hereby
acknowledged that the groups of Pooled Mortgage Loans identified on the Pooled
Mortgage Loan Schedule as being cross-collateralized with each other are, in the
case of each such particular group of Pooled Mortgage Loans,


                                      -81-

<PAGE>

by their terms, cross-defaulted and cross-collateralized with each other. For
purposes of reference only in this Agreement, and without in any way limiting
the servicing rights and powers of the Master Servicer and/or the Special
Servicer, with respect to any Cross-Collateralized Pooled Mortgage Loan (or
successor Pooled REO Loan with respect thereto), the Mortgaged Property (or REO
Property) that relates or corresponds thereto shall be the property identified
in the Pooled Mortgage Loan Schedule as corresponding thereto. The provisions of
this Agreement, including each of the defined terms set forth in Section 1.01,
shall be interpreted in a manner consistent with this Section 1.04; provided
that, if there exists with respect to any Cross-Collateralized Group only one
original of any document referred to in the definition of "Mortgage File"
covering all the Pooled Mortgage Loans in such Cross-Collateralized Group, then
the inclusion of the original of such document in the Mortgage File for any of
the Pooled Mortgage Loans constituting such Cross-Collateralized Group shall be
deemed an inclusion of such original in the Mortgage File for each such Pooled
Mortgage Loan.


                                      -82-

<PAGE>

                                   ARTICLE II

            CONVEYANCE OF POOLED MORTGAGE LOANS; REPRESENTATIONS AND
                WARRANTIES; ORIGINAL ISSUANCE OF THE CERTIFICATES
                           AND VARIOUS REMIC INTERESTS

          SECTION 2.01. Conveyance of Pooled Mortgage Loans.

          (a) It is the intention of the parties hereto that a common law trust
be established pursuant to this Agreement and, further, that such trust be
designated as "CSFB Commercial Mortgage Trust 2003-CK2". Wells Fargo is hereby
appointed, and does hereby agree to act, as Trustee hereunder and, in such
capacity, to hold the Trust Fund in trust for the exclusive use and benefit of
all present and future Certificateholders. It is not intended that this
Agreement create a partnership or a joint-stock association.

          (b) The Depositor, concurrently with the execution and delivery
hereof, does hereby sell, assign, transfer and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders, all the right, title
and interest of the Depositor in, to and under (i) the Original Pooled Mortgage
Loans, all payments under and proceeds of such Pooled Mortgage Loans received
after the Closing Date (other than scheduled payments of interest and principal
due on or before the respective Due Dates for the Original Pooled Mortgage Loans
in April 2003), and all documents included in the related Mortgage Files and
Servicing Files and any related Additional Collateral; (ii) any REO Property
acquired in respect of any such Pooled Mortgage Loan; (iii) such funds or assets
as from time to time are deposited in the Collection Account, the Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account,
the GLCTML Custodial Account (insofar as those funds and/or assets relate to the
Great Lakes Crossing Pooled Mortgage Loan) and, if established, the REO Account,
each A/B Mortgage Loan Pair Custodial Account (insofar as those funds and/or
assets relate to the subject Pooled A-Note Mortgage Loan), each Purchase Price
Security Deposit Account and/or each Special Reserve Account; (iv) the Mortgage
Loan Purchase Agreements; (v) the Column Performance Guarantee; and (vi) all
other assets included or to be included in the Trust Fund. This conveyance is
subject to the right of the Designated Sub-Servicers to primary service certain
of the Original Pooled Mortgage Loans pursuant to the Designated Sub-Servicer
Agreements.

          Upon the sale of Certificates representing at least 10% of the
aggregate fair value of all the Certificates to parties that are not Affiliates
of the Depositor, the Depositor shall, under GAAP, report: (i) its acquisition
of the Original Pooled Column Mortgage Loans from Column, pursuant to the First
Mortgage Loan Purchase Agreement, as a purchase of such Pooled Mortgage Loans
from Column; (ii) its acquisition of the Original Pooled KeyBank Mortgage Loans
from Column, pursuant to the Second Mortgage Loan Purchase Agreement, as a
purchase of such Pooled Mortgage Loans from Column; and (iii) its transfer of
the Original Pooled Mortgage Loans to the Trustee, pursuant to this Section
2.01(b), as a sale of such Pooled Mortgage Loans to the Trustee. In connection
with the foregoing, upon the sale of Certificates representing at least 10% of
the aggregate fair value of all the Certificates to parties that are not
Affiliates of the Depositor, the Depositor shall cause all of its financial and
accounting records to reflect such acquisitions as purchases and such transfer
as a sale (in each case, as opposed to a secured loan). Regardless of its
treatment of the transfer of the Original Pooled Mortgage Loans to the Trust
under GAAP, the Depositor shall at all times following the Closing Date


                                      -83-

<PAGE>

cause all of its records and financial statements and any relevant consolidated
financial statements of any direct or indirect parent to clearly reflect that
the Original Pooled Mortgage Loans have been transferred to the Trust and are no
longer available to satisfy claims of the Depositor's creditors.

          After the Depositor's transfer of the Original Pooled Mortgage Loans
to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take
any action inconsistent with the Trust's ownership of such Pooled Mortgage
Loans.

          (c) The conveyance of the Original Pooled Mortgage Loans and the
related rights and property accomplished hereby is absolute and is intended by
the parties hereto to constitute an absolute transfer of such Pooled Mortgage
Loans and such other related rights and property by the Depositor to the Trustee
for the benefit of the Certificateholders. Furthermore, it is not intended that
such conveyance be a pledge of security for a loan. If such conveyance is
determined to be a pledge of security for a loan, however, the Depositor and the
Trustee intend that the rights and obligations of the parties to such loan shall
be established pursuant to the terms of this Agreement. The Depositor and the
Trustee also intend and agree that, in such event, (i) this Agreement shall
constitute a security agreement under applicable law, (ii) the Depositor shall
be deemed to have granted to the Trustee (in such capacity) a first priority
security interest in all of the Depositor's right, title and interest in and to
the assets constituting the Trust Fund, including the Pooled Mortgage Loans
subject hereto from time to time, all principal and interest received on or with
respect to such Pooled Mortgage Loans after the Closing Date (other than
scheduled payments of interest and principal due and payable on such Pooled
Mortgage Loans on or prior to the related Due Date in April 2003 or, in the case
of a Replacement Pooled Mortgage Loan, on or prior to the related date of
substitution), all amounts held from time to time in the Collection Account, the
Distribution Account, the Interest Reserve Account, the Excess Liquidation
Proceeds Account, the GLCTML Custodial Account (insofar as those amounts relate
to the Great Lakes Crossing Pooled Mortgage Loan) and, if established, the REO
Account, each A/B Mortgage Loan Pair Custodial Account (insofar as those amounts
relate to the subject Pooled A-Note Mortgage Loan), each Purchase Price Security
Deposit Account and/or each Special Reserve Account and all reinvestment
earnings on such amounts, and all of the Depositor's right, title and interest
under the Mortgage Loan Purchase Agreements and the Column Performance
Guarantee, (iii) the possession by the Trustee or its agent of the Mortgage
Notes with respect to the Pooled Mortgage Loans subject hereto from time to time
and such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be "possession by the secured
party" or possession by a purchaser or person designated by such secured party
for the purpose of perfecting such security interest under applicable law, and
(iv) notifications to, and acknowledgments, receipts or confirmations from,
Persons holding such property, shall be deemed to be notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law. The Depositor shall file or cause
to be filed, as a precautionary filing, a UCC Financing Statement substantially
in the form attached as Exhibit O hereto in all appropriate locations in the
State of Delaware promptly following the initial issuance of the Certificates,
and the Master Servicer shall prepare and file at each such office, and the
Trustee shall execute, continuation statements with respect thereto, in each
case within six months prior to the fifth anniversary of the immediately
preceding filing. The Depositor hereby authorizes the Trustee and the Master
Servicer to prepare and file in the name of the Depositor, and shall cooperate
in a reasonable manner with the Trustee and the Master Servicer in preparing and
filing, such continuation statements. This Section 2.01(c) shall constitute
notice to the Trustee pursuant to any requirements of the UCC in effect in each
applicable jurisdiction.


                                      -84-

<PAGE>

          (d) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that it has
contractually obligated each of Column, with respect to the Original Pooled
Column Mortgage Loans, and KeyBank, with respect to the Original Pooled KeyBank
Mortgage Loans, at each such party's expense, pursuant to the respective
Mortgage Loan Purchase Agreements, to deliver to and deposit with, or cause to
be delivered to and deposited with, the Trustee or a Custodian appointed
thereby, on or before the Closing Date, the Mortgage File and any Additional
Collateral (other than Reserve Funds) for each Original Pooled Mortgage Loan
acquired by the Depositor. In addition, with respect to each Pooled Mortgage
Loan under which any Additional Collateral is in the form of a Letter of Credit
as of the Closing Date, the Depositor hereby represents and warrants that it has
contractually obligated Column, with respect to the Original Pooled Column
Mortgage Loans, and KeyBank, with respect to the Original Pooled KeyBank
Mortgage Loans, to cause to be prepared, executed and delivered to the issuer of
each such Letter of Credit such notices, assignments and acknowledgments as are
required under such Letter of Credit to assign, without recourse, and/or to
re-issue, to the Trustee such party's rights as the beneficiary thereof and
drawing party thereunder. The Trustee hereby acknowledges that the assignment
and/or re-issue process will require Column, with respect to the Original Pooled
Column Mortgage Loans, and KeyBank, with respect to the Original Pooled KeyBank
Mortgage Loans, to deliver each original Letter of Credit to the issuing entity
and the Trustee hereby agrees that Column and KeyBank each have up to forty-five
(45) days to complete each such assignment and/or re-issue; provided, however,
that if the Master Servicer determines to make a draw under any such Letter of
Credit before the assignment and/or re-issue has been completed, then Column or
KeyBank, as applicable, will cooperate with the Master Servicer in making the
presentation and draw on the Letter of Credit and, if necessary, shall make such
presentation and draw in its own name pursuant to the written instructions of
the Master Servicer and shall deliver the proceeds thereof to the Master
Servicer for the benefit of the Trust. If such a draw is not honored as a result
of the assignment and/or re-issue process being incomplete, then Column, with
respect to an Original Pooled Column Mortgage Loan, and KeyBank, with respect to
an Original Pooled KeyBank Mortgage Loan, shall be liable to the Trust for all
expenses, damages or losses, including, but not limited to, reimbursement of
interest charged by the Master Servicer for any Advance made in lieu of the such
draw, up to an amount not to exceed the amount of such draw, plus Advance
Interest, and related expenses resulting from the failure of the draw to be so
honored. The Depositor shall deliver to the Trustee on or before the Closing
Date a fully executed counterpart of each Mortgage Loan Purchase Agreement and
the Column Performance Guarantee.

          (e) As soon as reasonably possible, and in any event within 60 days
after the later of (i) the Closing Date (or, in the case of a Replacement Pooled
Mortgage Loan substituted as contemplated by Section 2.03, after the related
date of substitution) and (ii) the date on which all recording information
necessary to complete the subject document is received by the Trustee, the
Trustee shall complete (to the extent necessary), and shall submit for recording
or filing, as the case may be, including via electronic means, if appropriate,
in or with the appropriate office for real property records or UCC Financing
Statements, as applicable, each assignment of Mortgage and assignment of
Assignment of Leases in favor of the Trustee referred to in clauses (iv) and (v)
of the definition of "Mortgage File" that has been received by the Trustee or a
Custodian on its behalf and each UCC Financing Statement Assignment in favor of
the Trustee referred to in clause (viii) of the definition of "Mortgage File"
that has been received by the Trustee or a Custodian on its behalf. Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee following recording, and each such UCC Financing Statement
Assignment shall reflect that the filed copy thereof or an appropriate receipt
therefor, as applicable, should be returned to the Trustee following filing;


                                      -85-

<PAGE>

provided that, in those instances where the public recording office retains the
original assignment of Mortgage or assignment of Assignment of Leases, the
Trustee shall obtain therefrom a copy of the recorded original. At such time as
such assignments or verifications of electronic filing have been returned to the
Trustee, the Trustee shall forward a copy thereof to the Master Servicer. If any
such document or instrument is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, the Trustee shall direct Column, with
respect to an Original Pooled Column Mortgage Loan, and KeyBank, with respect to
an Original Pooled KeyBank Mortgage Loan, to prepare or cause to be prepared
promptly, pursuant to the applicable Mortgage Loan Purchase Agreement, a
substitute therefor or cure such defect, as the case may be, and thereafter the
Trustee shall, upon receipt thereof, cause the same to be duly recorded or
filed, as appropriate. If Column or KeyBank has been so notified and has not
prepared a substitute document or cured such defect, as the case may be, within
45 days, the Trustee shall promptly notify the Master Servicer, the Special
Servicer, the Rating Agencies and the Controlling Class Representative.

          The Depositor hereby represents and warrants that it has contractually
obligated Column, with respect to the Original Pooled Column Mortgage Loans, and
KeyBank, with respect to the Original Pooled KeyBank Mortgage Loans, pursuant to
the respective Mortgage Loan Purchase Agreements, to pay the reasonable fees and
out-of-pocket expenses of the Trustee in connection with the above-referenced
recording and filing of assignments and instruments of transfer insofar as they
relate to the Original Pooled Mortgage Loans acquired by the Depositor, all as
more particularly provided for in the respective Mortgage Loan Purchase
Agreements; provided that neither Column nor KeyBank shall be responsible for
actually recording or filing any such assignment or instrument of transfer. In
addition, the Depositor hereby further represents and warrants that it has
contractually obligated Column, with respect to the Original Pooled Column
Mortgage Loans, and KeyBank, with respect to the Original Pooled KeyBank
Mortgage Loans, pursuant to the respective Mortgage Loan Purchase Agreements, to
provide the Trustee with a power of attorney to enable the Trustee to record any
loan documents required to be recorded pursuant to this Section 2.01(e), that
the Trustee has been unable to record.

          (f) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that it has
contractually obligated Column, with respect to the Original Pooled Column
Mortgage Loans, and KeyBank, with respect to the Original Pooled KeyBank
Mortgage Loans, at each such party's expense, pursuant to the respective
Mortgage Loan Purchase Agreements, to deliver to and deposit with, or cause to
be delivered to and deposited with, the Master Servicer, on or before the
Closing Date, the following items (except to the extent that any of the
following items are to be retained by a Sub-Servicer that will continue to act
on behalf of the Master Servicer): (i) originals or copies of all financial
statements, appraisals, environmental/engineering reports, leases, rent rolls,
third-party underwriting reports, insurance policies, legal opinions, tenant
estoppels and any other relevant documents that the Master Servicer or Special
Servicer reasonably deems necessary to service the respective Pooled Mortgage
Loans in the possession or under the control of Column, with respect to the
Original Pooled Column Mortgage Loans, and KeyBank, with respect to the Original
Pooled KeyBank Mortgage Loans, and, to the extent they are not required to be a
part of a Mortgage File for any such Original Pooled Mortgage Loan, originals or
copies of all documents, certificates and opinions in the possession or under
the control of Column, with respect to the Original Pooled Column Mortgage
Loans, and KeyBank, with respect to the Original Pooled KeyBank Mortgage Loans,
that were delivered by or on behalf of the related Borrowers in connection with
the origination of such Original Pooled Mortgage Loans (provided that neither
Column nor KeyBank shall be required to deliver any attorney-client privileged
communication or any other documents or materials prepared by it


                                      -86-

<PAGE>

or its Affiliates solely for internal credit analysis and other internal uses);
and (ii) all unapplied Reserve Funds and Escrow Payments in the possession or
under the control of Column, with respect to the Original Pooled Column Mortgage
Loans, and KeyBank, with respect to the Original Pooled KeyBank Mortgage Loans.
The Master Servicer shall hold all such documents, records and funds that it so
receives on behalf of the Trustee in trust for the benefit of the
Certificateholders (and, insofar as they relate to a B-Note Mortgage Loan or the
Great Lakes Crossing Companion Mortgage Loan, the related B-Note Mortgage Loan
Holder or the holder of the Great Lakes Crossing Companion Mortgage Loan, as
applicable).

          (g) Also in connection with the Depositor's assignment pursuant to
Section 2.01(b) above, the Depositor shall deliver to and deposit with, or cause
to be delivered to and deposited with, the Master Servicer, on or before the
Closing Date, the original or a copy of any Environmental Insurance Policy
acquired by the Depositor or an Affiliate of the Depositor, including all those
with respect to the Pooled Mortgage Loans identified in Exhibit C-3.

          SECTION 2.02. Acceptance of Mortgage Assets by Trustee.

          (a) Subject to the other provisions in this Section 2.02, the Trustee,
by its execution and delivery of this Agreement, hereby accepts receipt on
behalf of the Trust, directly or through a Custodian on its behalf, of (i) the
Original Pooled Mortgage Loans and all documents delivered to it that constitute
portions of the related Mortgage Files and (ii) all other assets delivered to it
and included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and any other documents received by it that constitute portions
of the Mortgage Files, and that it holds and will hold the Original Pooled
Mortgage Loans and such other assets, together with any other Pooled Mortgage
Loans and assets subsequently delivered to it that are to be included in the
Trust Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders; provided that, to the extent that a Mortgage File relates to
a Pooled A-Note Mortgage Loan or the Great Lakes Crossing Companion Mortgage
Loan, the Trustee shall also hold such Mortgage File in trust on behalf of the
related B-Note Mortgage Loan Holder or the holder of the Great Lakes Crossing
Companion Mortgage Loan, as applicable. The Trustee or such Custodian shall hold
any Letter of Credit in a custodial capacity only and shall have no obligation
to maintain, extend the term of, enforce or otherwise pursue any rights under
such Letter of Credit. In connection with the foregoing, the Trustee hereby
certifies to each of the other parties hereto, Column and KeyBank that, as to
each Original Pooled Mortgage Loan, except as specifically identified in the
Schedule of Exceptions to Mortgage File Delivery attached hereto as Exhibit B-3,
(i) the Specially Designated Mortgage Loan Documents and all Mortgage Note
allonges are in its possession or the possession of a Custodian on its behalf,
and (ii) such Specially Designated Mortgage Loan Documents, and all Mortgage
Note allonges, have been reviewed by it or by such Custodian on its behalf and
(A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Borrower), (B) appear to
have been executed and (C) purport to relate to such Pooled Mortgage Loan.

          Further, with respect to the documents described in clause (viii) of
the definition of "Mortgage File", absent actual knowledge to the contrary or
copies of UCC Financing Statements delivered to the Trustee as part of the
Mortgage File indicating otherwise, the Trustee may assume, for purposes of the
filings and certification delivered in this Section 2.02(a), that the related
Mortgage File should include one state level UCC Financing Statement filing in
the state of incorporation or organization for each Borrower and one local UCC
Financing Statement filing in the county of each


                                      -87-

<PAGE>

related Mortgaged Property. The UCC-2's and UCC-3's in favor of the Trustee
referred to in clause (viii) of the definition of "Mortgage File" that are
delivered in form suitable for filing (but for the insertion of the Trustee as
assignee in some cases), will be filed in the state of incorporation or
organization of the related Borrower or the county wherein the related Mortgaged
Property is located, as so indicated on the documents provided.

          (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted or if the recordation/filing contemplated by Section
2.01(e) has not been completed (based solely on receipt by the Trustee of the
particular documents showing evidence of the recordation/filing), every 90 days
thereafter until the earliest of (i) the date on which such exceptions are
eliminated and such recordation/filing has been completed, (ii) the date on
which all the affected Pooled Mortgage Loans are removed from the Trust Fund and
(iii) the second anniversary of the Closing Date), the Trustee or a Custodian on
its behalf shall review the documents delivered to it or such Custodian with
respect to each Original Pooled Mortgage Loan, and the Trustee shall, subject to
Sections 1.04, 2.02(c) and 2.02(d), certify in writing (substantially in the
form of Exhibit B-4) to each of the other parties hereto, Column, KeyBank and
the Controlling Class Representative that, as to each Original Pooled Mortgage
Loan then subject to this Agreement (except as specifically identified in any
exception report annexed to such certification): (i) the original Mortgage Note
specified in clause (i) of the definition of "Mortgage File" and all allonges
thereto, if any (or a copy of such Mortgage Note, together with a lost note
affidavit certifying that the original of such Mortgage Note has been lost), the
original or copy of documents specified in clauses (ii) through (v) and (vii) of
the definition of "Mortgage File" and, in the case of a hospitality property,
the documents specified in clause (viii) of the definition of "Mortgage File"
(without regard to the parenthetical), together with any other Specially
Designated Mortgage Loan Documents, have been received by it or a Custodian on
its behalf; (ii) if such report is due more than 180 days after the Closing
Date, the recordation/filing contemplated by Section 2.01(e) has been completed
(based solely on receipt by the Trustee of the particular recorded/filed
documents or an appropriate receipt of recording/filing therefor); (iii) all
documents received by it or any Custodian with respect to such Pooled Mortgage
Loan have been reviewed by it or by such Custodian on its behalf and (A) appear
regular on their face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Borrower), (B) appear to have been
executed and (C) purport to relate to such Pooled Mortgage Loan; and (iv) based
on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
Pooled Mortgage Loan Schedule with respect to the items specified in clause
(iii)(a) of the definition of "Pooled Mortgage Loan Schedule" accurately
reflects the information set forth in the related Mortgage File. At any time
subsequent to the second anniversary of the Closing Date, the Trustee shall,
upon request, prepare and deliver to the requesting party (including any
Certificateholder or Certificate Owner) an updated version of the exception
report provided for in the prior sentence.

          If Column, KeyBank or the Column Performance Guarantor substitutes a
Replacement Pooled Mortgage Loan for any Defective Pooled Mortgage Loan as
contemplated by Section 2.03, the Trustee or a Custodian on its behalf shall
review the documents delivered to it or such Custodian with respect to such
Replacement Pooled Mortgage Loan, and the Trustee shall deliver a certification
comparable to that described in the prior paragraph, in respect of such
Replacement Pooled Mortgage Loan, on or about the 30th day following the related
date of substitution (and, if any exceptions are noted, every 90 days thereafter
until the earliest of (i) the date on which such exceptions are eliminated and
all related recording/filing has been completed, (ii) the date on which such
Replacement Pooled Mortgage Loan is removed from the Trust Fund and (iii) the
second anniversary of the date on which


                                      -88-

<PAGE>

such Replacement Pooled Mortgage Loan was added to the Trust Fund). At any time
subsequent to the second anniversary of the date on which such Replacement
Pooled Mortgage Loan is added to the Trust Fund, the Trustee shall, upon
request, prepare and deliver to the requesting party (including any
Certificateholder or Certificate Owner) an updated version of the exception
report provided for in the prior sentence.

          (c) None of the Trustee, the Master Servicer, the Special Servicer or
any Custodian is under any duty or obligation to inspect, review or examine any
of the documents, instruments, certificates or other papers relating to the
Pooled Mortgage Loans delivered to it to determine that the same are valid,
legal, effective, genuine, binding, enforceable, sufficient or appropriate for
the represented purpose or that they are other than what they purport to be on
their face. Furthermore, except as expressly provided in Section 2.01(e), none
of the Trustee, the Master Servicer, the Special Servicer or any Custodian shall
have any responsibility for determining whether the text of any assignment or
endorsement is in proper or recordable form, whether the requisite recording of
any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction.

          (d) In performing the reviews contemplated by subsections (a) and (b)
above, the Trustee may conclusively rely on Column, with respect to the Original
Pooled Column Mortgage Loans, and KeyBank, with respect to the Original Pooled
KeyBank Mortgage Loans, as to the purported genuineness of any such document and
any signature thereon. It is understood that the scope of the Trustee's review
of the Mortgage Files is limited solely to confirming that the documents
specified in clauses (i) through (v), clause (vii) and, in the case of any
Pooled Mortgage Loan secured by a Mortgage on a hospitality property, clause
(viii) of the definition of "Mortgage File" and any other Specially Designated
Mortgage Loan Documents, have been received and such additional information as
will be necessary for delivering the certifications required by subsections (a)
and (b) above.

          SECTION 2.03. Certain Repurchases and Substitutions of Pooled Mortgage
                        Loans by Column, KeyBank and the Column Performance
                        Guarantor; the Purchase Price Security Deposit Account
                        and the Special Reserve Account.

          (a) If any party hereto discovers, or receives notice from a
non-party, that a Document Defect or Breach exists with respect to any Pooled
Mortgage Loan, then such party shall give prompt written notice thereof to the
other parties hereto, including (unless it is the party that discovered the
Document Defect or Breach) the Trustee. Upon the Trustee's discovery or receipt
of notice that a Document Defect or Breach exists with respect to any Pooled
Mortgage Loan, the Trustee shall notify the Controlling Class Representative,
the Depositor and the related Responsible Party or Parties.

          If necessary, the Trustee shall request Column, with respect to the
Original Pooled Column Mortgage Loans, and KeyBank, with respect to the Original
Pooled KeyBank Mortgage Loans, to comply with the second paragraph of Section
2(c) of the applicable Mortgage Loan Purchase Agreement with respect to any
Document Defect or other deficiency in a Mortgage File relating to an Original
Pooled Mortgage Loan. If the Trustee becomes aware of any failure on the part of
Column or KeyBank to do so, the Trustee shall promptly notify the Master
Servicer and the Special Servicer.

          (b) Promptly upon its becoming aware of any Material Document Defect
or Material Breach with respect to any Pooled Mortgage Loan, the Master Servicer
(with respect to a Performing


                                      -89-

<PAGE>

Pooled Mortgage Loan) or the Special Servicer (with respect to a Specially
Serviced Pooled Mortgage Loan) shall notify the related Responsible Party or
Parties in writing of such Material Document Defect or Material Breach, as the
case may be, and direct the related Responsible Party or Parties that it or
they, as the case may be, must, not later than 90 days (or, in the case of a
Material Document Defect that consists of the failure to deliver a Specially
Designated Mortgage Loan Document, 15 days) from the receipt by the related
Responsible Party or Parties of such notice (such 90-day (or, if applicable,
15-day) period, the "Initial Resolution Period"), correct or cure such Material
Document Defect or Material Breach, as the case may be, in all material
respects, or (subject to the next paragraph and Section 2.03(e) below)
repurchase the affected Pooled Mortgage Loan (as, if and to the extent required
by the applicable Mortgage Loan Purchase Agreement and, if and to the extent
applicable, the Column Performance Guarantee), at the applicable Purchase Price;
provided that if a related Responsible Party certifies to the Trustee in writing
(i) that such Material Document Defect or Material Breach, as the case may be,
does not relate to whether the affected Pooled Mortgage Loan is or, as of the
Closing Date (or, in the case of a Replacement Pooled Mortgage Loan, as of the
related date of substitution), was a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code, (ii) that such Material Document Defect or
Material Breach, as the case may be, is capable of being cured but not within
the applicable Initial Resolution Period, (iii) that such Responsible Party has
commenced and is diligently proceeding with the cure of such Material Document
Defect or Material Breach, as the case may be, within the applicable Initial
Resolution Period, (iv) what actions such Responsible Party is pursuing in
connection with the cure of such Material Document Defect or Material Breach, as
the case may be, and (v) that such Responsible Party anticipates that such
Material Document Defect or Material Breach, as the case may be, will be cured
within an additional period equal to any applicable Resolution Extension Period
(a copy of which certification shall be delivered by the Trustee to the Master
Servicer, the Special Servicer and the Controlling Class Representative), then
the related Responsible Party or Parties shall have an additional period equal
to any applicable Resolution Extension Period to complete such correction or
cure (or, upon failure to complete such correction or cure, to repurchase the
affected Pooled Mortgage Loan); and provided, further, that, in lieu of
effecting any such repurchase (but, in any event, no later than such repurchase
would have to have been completed), the related Responsible Party or Parties
shall be permitted, during the three-month period following the Closing Date (or
during the two-year period following the Closing Date if the affected Pooled
Mortgage Loan is a "defective obligation" within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury regulation section 1.860G-2(f)), to
replace the affected Pooled Mortgage Loan with one or more Qualifying Substitute
Mortgage Loans and to pay a cash amount equal to the applicable Substitution
Shortfall Amount, subject to any other applicable terms and conditions of the
applicable Mortgage Loan Purchase Agreement, the Column Performance Guarantee
(if applicable) and this Agreement. If any Pooled Mortgage Loan is to be
repurchased or replaced as contemplated by this Section 2.03, the Master
Servicer shall designate the Collection Account as the account to which funds in
the amount of the applicable Purchase Price or Substitution Shortfall Amount (as
the case may be) are to be wired, and the Master Servicer shall promptly notify
the Trustee when such deposit is made. Any such repurchase or replacement of a
Pooled Mortgage Loan shall be on a whole loan, servicing released basis.

          Notwithstanding the foregoing, if there exists a Breach of any
representation or warranty on the part of Column or KeyBank set forth in, or
made pursuant to, Section 4(b) or 4(d) of a Mortgage Loan Purchase Agreement
relating to whether or not the Mortgage Loan Documents or any particular
Mortgage Loan Document for any Pooled Mortgage Loan requires the related
Borrower to bear the costs and expenses associated with any particular action or
matter under such Mortgage Loan Document(s), then the Master Servicer (with
respect to a Performing Pooled Mortgage Loan) or the Special Servicer


                                      -90-

<PAGE>

(with respect to a Specially Serviced Pooled Mortgage Loan) shall direct the
warranting party in writing to wire transfer to the Collection Account, within
90 days of such party's receipt of such direction, the amount of any such costs
and expenses borne by the Trust that are the basis of such Breach. Upon its
making such deposit, the warranting party shall be deemed to have cured such
Breach in all respects. Provided that such payment is made, this paragraph
describes the sole remedy available to the Certificateholders and the Trustee on
their behalf regarding any such Breach, regardless of whether it constitutes a
Material Breach, and no related Responsible Party shall be obligated to
otherwise cure such Breach or repurchase of the affected Pooled Mortgage Loan
under any circumstances. Amounts deposited in the Collection Account pursuant to
this paragraph shall constitute "Liquidation Proceeds" for all purposes of this
Agreement (other than Section 3.11(c)).

          "Resolution Extension Period" shall mean:

               (i) for purposes of remediating a Material Breach with respect to
     any Pooled Mortgage Loan, 90 days;

               (ii) for purposes of remediating a Material Document Defect with
     respect to any Pooled Mortgage Loan that is and remains a Performing Pooled
     Mortgage Loan throughout the applicable Initial Resolution Period, the
     period commencing at the end of the applicable Initial Resolution Period
     and ending on, and including, the earlier of (A) the 90th day following the
     end of such Initial Resolution Period and (B) the 45th day following
     receipt by the related Primary Responsible Party of written notice from the
     Trustee, the Master Servicer or the Special Servicer of the occurrence of
     any Servicing Transfer Event with respect to such Pooled Mortgage Loan
     subsequent to the end of such Initial Resolution Period;

               (iii) for purposes of remediating a Material Document Defect with
     respect to any Pooled Mortgage Loan that is a Performing Pooled Mortgage
     Loan as of the commencement of the applicable Initial Resolution Period,
     but as to which a Servicing Transfer Event occurs during such Initial
     Resolution Period, the period commencing at the end of the applicable
     Initial Resolution Period and ending on, and including, the 90th day
     following the earlier of (A) the end of such Initial Resolution Period and
     (B) receipt by the related Primary Responsible Party of written notice from
     the Trustee, the Master Servicer or the Special Servicer of the occurrence
     of such Servicing Transfer Event; and

               (iv) for purposes of remediating a Material Document Defect with
     respect to any Pooled Mortgage Loan that is a Specially Serviced Mortgage
     Loan or has become a Pooled REO Loan as of the commencement of the
     applicable Initial Resolution Period, the 30th day following the end of
     such Initial Resolution Period, except that, if the related Primary
     Responsible Party did not receive written notice from the Trustee, the
     Master Servicer or the Special Servicer of the relevant Servicing Transfer
     Event as of the commencement of the applicable Initial Resolution Period,
     then such Servicing Transfer Event will be deemed to have occurred during
     such Initial Resolution Period and clause (iii) of this definition will be
     deemed to apply;

provided that, except as otherwise set forth in the following two provisos,
there shall be no Resolution Extension Period in respect of a Material Document
Defect with respect to any Pooled Mortgage Loan that arises out of the failure
to deliver a Specially Designated Mortgage Loan Document; and provided, further,
that if a Material Document Defect exists with respect to any Pooled Mortgage
Loan, and if a


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<PAGE>

related Responsible Party escrows with the Master Servicer, prior to the end of
the Initial Resolution Period and any Resolution Extension Period otherwise
applicable to the remediation of such Material Document Defect without regard to
this proviso, cash in the amount of the then Purchase Price for such Pooled
Mortgage Loan and subsequently delivers to the Master Servicer, on a monthly
basis, such additional cash as may be necessary to maintain a total escrow equal
to the Purchase Price for such Pooled Mortgage Loan as such price may increase
over time (the total amount of cash delivered to the Master Servicer with
respect to any Pooled Mortgage Loan as contemplated by this proviso or the
immediately following proviso, the "Purchase Price Security Deposit"), then the
Resolution Extension Period applicable to the remediation of such Material
Document Defect shall be extended until the earliest of (i) the second
anniversary of the Closing Date, (ii) the date on which such Pooled Mortgage
Loan is no longer outstanding and part of the Trust Fund and (iii) if such
Pooled Mortgage Loan becomes a Specially Serviced Pooled Mortgage Loan, the
date, if any, on which the Special Servicer determines in its reasonable
judgment that such Material Document Defect will materially interfere with or
delay the realization against the related Mortgaged Property or materially
increase the cost thereof; and provided, further, that if the Material Document
Defect referred to in the preceding proviso consists of a failure to deliver a
Specially Designated Mortgage Loan Document, and if a related Responsible Party
delivers to the Master Servicer a Purchase Price Security Deposit equal to 25%
of the outstanding principal balance of the subject Pooled Mortgage Loan, then
the Resolution Extension Period applicable to the remediation of such Material
Document Defect shall be extended to the 15th day following the end of the
applicable Initial Resolution Period.

          The Master Servicer shall establish, and maintain any Purchase Price
Security Deposit delivered to it with respect to any Pooled Mortgage Loan in,
one or more accounts (individually and collectively, a "Purchase Price Security
Deposit Account"), each of which shall be an Eligible Account, and shall be
entitled to make withdrawals from the Purchase Price Security Deposit for any
Pooled Mortgage Loan maintained in such account(s) for the following purposes:
(i) to cover any costs and expenses resulting from the applicable Material
Document Defect; (ii) upon any discounted payoff or other liquidation of such
Pooled Mortgage Loan, to cover any Realized Loss related thereto; and (iii) if
the Responsible Party that delivered the subject Purchase Price Security Deposit
so directs, or if the balance on deposit in such Purchase Price Security Deposit
Account declines, and for 45 days remains, below the Purchase Price for such
Pooled Mortgage Loan (except where a Purchase Price Security Deposit equal to
25% of the outstanding principal balance of the subject Pooled Mortgage Loan is
permitted to be delivered in order to obtain a 15-day Resolution Extension
Period with respect to the failure to deliver a Specially Designated Mortgage
Loan Document), or if such Material Document Defect is not remedied on or before
the second anniversary of the Closing Date, or if such Pooled Mortgage Loan
becomes a Specially Serviced Mortgage Loan and the Special Servicer determines,
in its reasonable judgment that such Material Document Defect will materially
interfere with or delay the realization against the related Mortgaged Property
or materially increase the cost thereof, to apply the Purchase Price Security
Deposit to a full or partial, as applicable, payment of the Purchase Price for
such Pooled Mortgage Loan. Any amounts withdrawn by the Master Servicer from the
Purchase Price Security Deposit Account for any Pooled Mortgage Loan shall be
deposited by the Master Servicer into the Collection Account. Any withdrawals
from a Purchase Price Security Deposit Account shall be deemed to be
"Liquidation Proceeds" for the purposes of this Agreement (other than Section
3.11(c)). Any Purchase Price Security Deposit Account, and any Purchase Price
Security Deposit, shall be part of the Trust Fund but outside any REMIC Pool or
Grantor Trust Pool. The investment of funds in the Purchase Price Security
Deposit Accounts shall be governed by the terms of the respective Mortgage Loan
Purchase Agreements. The Responsible Party that delivered the Purchase Price
Security Deposit


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<PAGE>

for any Pooled Mortgage Loan may obtain the release of such Purchase Price
Security Deposit (net of any amounts payable therefrom as contemplated by the
first sentence of this paragraph) upon such Pooled Mortgage Loan's being paid in
full or otherwise satisfied, liquidated or removed from the Trust Fund or upon
the subject Material Document Defect's being remedied in all material respects.

          If one or more (but not all) of the Pooled Mortgage Loans constituting
a Cross-Collateralized Group are to be repurchased or replaced by a related
Responsible Party in connection with a Material Breach or a Material Document
Defect as contemplated by this Section 2.03, then, prior to the subject
repurchase or substitution, the Master Servicer (with respect to Performing
Pooled Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Pooled Mortgage Loans) shall use its reasonable efforts, subject to the
terms of the affected Pooled Mortgage Loans, to prepare and, to the extent
necessary and appropriate, have executed by the related Borrower and record,
such documentation as may be necessary to terminate the cross-collateralization
between the Pooled Mortgage Loans in such Cross-Collateralized Group that are to
be repurchased or replaced, on the one hand, and the remaining Pooled Mortgage
Loans therein, on the other hand, such that those two groups of Pooled Mortgage
Loans are each secured only by the Mortgaged Properties identified in the Pooled
Mortgage Loan Schedule as directly corresponding thereto (as to each such group,
the "Primary Real Property Collateral"); provided that no such termination shall
be effected unless and until the Master Servicer and the Trustee have received
from the subject Responsible Party (i) an Opinion of Counsel addressed to the
Trustee and the Master Servicer from Independent counsel to the effect that such
termination will not cause an Adverse REMIC Event to occur with respect to any
REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor Trust
Pool and (ii) written confirmation from each Rating Agency that such termination
will not cause an Adverse Rating Event to occur with respect to any Class of
Rated Certificates; and provided, further, that the subject Responsible Party
may, at its option, repurchase or replace the entire Cross-Collateralized Group
without termination of the cross-collateralization. To the extent necessary and
appropriate, the Trustee shall execute (or, subject to Section 3.10, provide the
Master Servicer with a limited power of attorney that enables the Master
Servicer to execute) the loan documentation referred to in the prior sentence;
provided that the Trustee shall not be liable for any misuse of any such power
of attorney by the Master Servicer. The Master Servicer shall advance all costs
and expenses incurred by the Trustee and the Master Servicer with respect to any
Cross-Collateralized Group pursuant to this paragraph, and such advances shall
(i) constitute and be reimbursable as Servicing Advances and (ii) be included in
the calculation of Purchase Price for the Pooled Mortgage Loan(s) to be
repurchased or replaced. Neither the Master Servicer nor the Special Servicer
shall be liable to any Certificateholder or any other party hereto if the
cross-collateralization of any Cross-Collateralized Group cannot be terminated
as contemplated by this paragraph for any reason beyond the control of the
Master Servicer or the Special Servicer, as the case may be.

          If the cross-collateralization of any Cross-Collateralized Group of
Pooled Mortgage Loans cannot be terminated as contemplated by the prior
paragraph for any reason (including the failure of the related Responsible Party
or Parties to satisfy any of the conditions set forth in the first proviso to
the first sentence of the prior paragraph), and if no related Responsible Party
has elected to purchase the entire affected Cross-Collateralized Group, and if
such Cross-Collateralized Group is then subject to this Agreement, then, to the
extent that a related Responsible Party is required to repurchase or replace any
Pooled Mortgage Loan in that Cross-Collateralized Group in the manner prescribed
above while the Trust continues to hold any other Pooled Mortgage Loan in that
Cross-Collateralized Group, the related Mortgage Loan Purchase Agreement shall
provide for the Trustee, on behalf of the Trust, and the related


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<PAGE>

Primary Responsible Party each to agree to forbear from enforcing any remedies
against the other's Primary Real Property Collateral; provided that the Trustee
and the Master Servicer shall have received from the related Primary Responsible
Party or any other related Responsible Party an Opinion of Counsel rendered by
Independent counsel to the effect that (i) the exercise of remedies by a related
Responsible Party, on the one hand, or the Trust, on the other hand, with
respect to the Primary Real Property Collateral securing the respective Pooled
Mortgage Loan(s) in such Cross-Collateralized Group held by such party would not
materially and adversely affect the rights of the other such party to proceed
against the Primary Real Property Collateral for the respective Pooled Mortgage
Loan(s) in such Cross-Collateralized Group held by such other party and (ii) the
foregoing arrangement would not result in an Adverse REMIC Event with respect to
any REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor
Trust Pool. Any reserve or other cash collateral or letters of credit securing
the subject Cross-Collateralized Group shall be allocated between the Pooled
Mortgage Loans therein held by the related Responsible Party or Parties, on the
one hand, and the Trust, on the other hand, in accordance with the related
Mortgage Loan Documents, or otherwise on a pro rata basis based upon the
outstanding principal balances of their respective Pooled Mortgage Loans in such
Cross-Collateralized Group. All other terms of the Pooled Mortgage Loans in such
Cross-Collateralized Group shall remain in full force and effect, without any
modification thereof. The Borrowers under the respective Cross-Collateralized
Groups of Pooled Mortgage Loans are intended third-party beneficiaries of the
provision set forth in this paragraph. The provisions of this paragraph may not
be modified with respect to any Pooled Mortgage Loan in a Cross-Collateralized
Group without the related Borrower's consent.

          If the cross-collateralization of any Cross-Collateralized Group of
Pooled Mortgage Loans cannot be terminated as contemplated by the second
preceding paragraph for any reason (including the failure of the related
Responsible Party or Parties to satisfy any of the conditions set forth in the
first proviso to the first sentence of the second preceding paragraph), and the
forbearance arrangement in respect of such Cross-Collateralized Group cannot be
effected as contemplated by the preceding paragraph for any reason (including
the failure of the related Responsible Party or Parties to satisfy any of the
conditions set forth in the proviso to the first sentence of the prior
paragraph), then the entire Cross-Collateralized Group shall be repurchased or
replaced if the subject Material Breach or Material Document Defect, as the case
may be, is not remedied in all material respects by the end of the applicable
Initial Resolution Period and any applicable Resolution Extension Period.

          Whenever one or more mortgage loans are substituted for a Defective
Pooled Mortgage Loan by a related Responsible Party in connection with a
Material Breach or a Material Document Defect as contemplated by this Section
2.03, the Master Servicer shall direct the Responsible Party effecting the
substitution to deliver the related Mortgage File to the Trustee, to certify
that such substitute mortgage loan satisfies or such substitute mortgage loans
satisfy, as the case may be, all of the requirements of the definition of
"Qualifying Substitute Mortgage Loan" and to send such certification to the
Trustee. No mortgage loan may be substituted for a Defective Pooled Mortgage
Loan as contemplated by this Section 2.03 if the Pooled Mortgage Loan to be
replaced is the Great Lakes Crossing Pooled Mortgage Loan, the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan or was itself a Replacement Pooled Mortgage Loan,
in which case, absent a cure of the relevant Material Breach or Material
Document Defect, the affected Pooled Mortgage Loan will be required to be
repurchased as contemplated hereby. Monthly Payments due with respect to each
Replacement Pooled Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each corresponding
Deleted Mortgage Loan (if any) after the related Due Date in April 2003 and on
or prior to the related date of substitution, shall be part of the Trust Fund.
Monthly Payments due with respect to


                                      -94-

<PAGE>

each Replacement Pooled Mortgage Loan (if any) on or prior to the related date
of substitution, and Monthly Payments due with respect to each corresponding
Deleted Mortgage Loan (if any) after the related date of substitution, shall not
be part of the Trust Fund and are to be remitted by the Master Servicer to the
Responsible Party effecting the related substitution promptly following receipt.

          If the related Borrower seeks to defease any Exhibit B-5 Mortgage Loan
prior to the second anniversary of the Closing Date in accordance with the
related Mortgage Loan Documents, then the Master Servicer shall direct Column
and, if obligated under the Column Performance Guarantee, the Column Performance
Guarantor that they must repurchase that Exhibit B-5 Mortgage Loan (it being
acknowledged that each Exhibit B-5 Mortgage Loan is an Original Pooled Column
Mortgage Loan) at the Purchase Price prior to the occurrence of such defeasance,
such repurchase to be on a whole loan, servicing released basis. Further, if
that Exhibit B-5 Mortgage Loan is the Sully Place Pooled Mortgage Loan, then the
Master Servicer shall direct Column and, if obligated under the Column
Performance Guarantee, the Column Performance Guarantor to pay concurrently with
such repurchase the Additional Sully Place Yield Maintenance Amount. The Master
Servicer shall designate the Collection Account as the account to which such
Purchase Price and, if applicable, the Additional Sully Place Yield Maintenance
Amount shall be deposited. In connection with any repurchase of any Exhibit B-5
Mortgage Loan as contemplated by this Section 2.03(b), the Trustee shall effect
a "qualified liquidation" of the related Loan REMIC in accordance with the REMIC
Provisions.

          If any Pooled Mortgage Loan is to be repurchased or replaced by a
Responsible Party in connection with a Material Breach or a Material Document
Defect or any Exhibit B-5 Mortgage Loan is to be repurchased by Column or the
Column Performance Guarantor in connection with an Early Defeasance as
contemplated by this Section 2.03, the Master Servicer shall direct such
Responsible Party or Column, as applicable, to amend the Pooled Mortgage Loan
Schedule to reflect the removal of the subject Deleted Mortgage Loan and, if
applicable, the substitution of the related Replacement Pooled Mortgage Loan(s);
and, upon its receipt of such amended Pooled Mortgage Loan Schedule, the Master
Servicer shall deliver or cause the delivery of such amended Pooled Mortgage
Loan Schedule to the other parties hereto. Upon any substitution of one or more
Replacement Pooled Mortgage Loans for a Deleted Mortgage Loan, such Replacement
Pooled Mortgage Loan(s) shall become part of the Trust Fund and be subject to
the terms of this Agreement in all respects.

          The reasonable "out-of-pocket" costs and expenses incurred by the
Master Servicer and/or the Trustee pursuant to this Section 2.03(b), including
reasonable attorney fees and expenses, shall constitute Servicing Advances to
the extent not collected from the related Responsible Party or Parties or
reimbursed from a Purchase Price Security Deposit Account or a Special Reserve
Account or under a Recording Omission Credit.

          (c) Upon receipt of an Officer's Certificate from the Master Servicer
to the effect that the full amount of the Purchase Price or Substitution
Shortfall Amount (as the case may be) and, if applicable, the Additional Sully
Place Yield Maintenance Amount for any Pooled Mortgage Loan repurchased or
replaced by a Responsible Party in connection with a Material Breach or a
Material Document Defect or any Exhibit B-5 Mortgage Loan repurchased by Column
or the Column Performance Guarantor in connection with an Early Defeasance, in
any event as contemplated by this Section 2.03, has been deposited in the
Collection Account, and further, if applicable, upon receipt of the Mortgage
File for each Replacement Pooled Mortgage Loan (if any) to be substituted for a
Deleted Mortgage Loan, together with any certifications and/or opinions required
pursuant to Section 2.03(b) to


                                      -95-

<PAGE>

be delivered by the party effecting the repurchase/substitution, the Trustee
shall (i) release or cause the release of the Mortgage File and any Additional
Collateral held by or on behalf of the Trustee for the Deleted Mortgage Loan to
the party effecting the repurchase/substitution or its designee and (ii) execute
and deliver such instruments of release, transfer and/or assignment, in each
case without recourse, as shall be provided to it and are reasonably necessary
to vest in the party effecting the repurchase/substitution or its designee the
ownership of the Deleted Mortgage Loan, and the Master Servicer shall notify the
affected Borrowers of the transfers of the Deleted Mortgage Loan(s) and any
Replacement Pooled Mortgage Loan(s). In connection with any such repurchase or
substitution by KeyBank, Column or the Column Performance Guarantor in
connection with a Material Breach, a Material Document Defect or an Early
Defeasance as contemplated by this Section 2.03, each of the Master Servicer and
the Special Servicer shall deliver to the party effecting the
repurchase/substitution or its designee any portion of the related Servicing
File, together with any Escrow Payments, Reserve Funds and Additional
Collateral, held by or on behalf of the Master Servicer or the Special Servicer,
as the case may be, with respect to the Deleted Mortgage Loan, in each case at
the expense of the party effecting the repurchase/substitution. The reasonable
"out-of-pocket" costs and expenses, including reasonable attorneys' fees and
expenses, incurred by the Master Servicer, the Special Servicer and/or the
Trustee pursuant to this Section 2.03(c), to the extent not collected from
KeyBank, Column or the Column Performance Guarantor, as applicable, or
reimbursed from a Purchase Price Security Deposit Account or a Special Reserve
Account or under a Recording Omission Credit, shall be reimbursable to each of
them as Servicing Advances in respect of the affected Pooled Mortgage Loan.

          (d) The respective Mortgage Loan Purchase Agreements and the Column
Performance Guarantee provide the sole remedies available to the
Certificateholders, or the Trustee on their behalf, respecting any Breaches
and/or Document Defects. If a related Responsible Party defaults on its
obligations to repurchase or replace any Pooled Mortgage Loan in connection with
a Material Breach or Material Document Defect as contemplated by this Section
2.03, the Master Servicer (with respect to Performing Pooled Mortgage Loans) or
the Special Servicer (with respect to Specially Serviced Pooled Mortgage Loans)
shall promptly notify the Trustee, and the Trustee shall notify the
Certificateholders. Thereafter, the Master Servicer (with respect to Performing
Pooled Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Pooled Mortgage Loans) shall take such actions on behalf of the Trust
with respect to the enforcement of such repurchase/substitution obligations (and
if the Master Servicer or the Special Servicer, as applicable, is notified or
otherwise becomes aware of a default on the part of Column or KeyBank, as
applicable, in respect of its obligations under the second paragraph of Section
2(c) of a Mortgage Loan Purchase Agreement, the Master Servicer (with respect to
Performing Pooled Mortgage Loans) or the Special Servicer (with respect to
Specially Serviced Pooled Mortgage Loans) shall also take such actions on behalf
of the Trust with respect to the enforcement of such obligations of Column or
KeyBank, as applicable), including the institution and prosecution of
appropriate legal proceedings, as the Master Servicer (or, if applicable, the
Special Servicer) shall determine are in the best interests of the
Certificateholders (taken as a collective whole). Any and all reasonable
"out-of-pocket" costs and expenses incurred by the Master Servicer, the Special
Servicer and/or the Trustee pursuant to this Section 2.03(d), including,
reasonable attorney's fees and expenses, to the extent not collected from the
related Responsible Party or Parties or reimbursed from a Purchase Price
Security Deposit Account or a Special Reserve Account or under a Recording
Omission Credit, shall constitute Servicing Advances in respect of the affected
Pooled Mortgage Loan.

          (e) If, on or after October 11, 2004, any related Responsible Party
receives notice of a Material Document Defect with respect to any Pooled
Mortgage Loan, which Material Document Defect


                                      -96-

<PAGE>

constitutes a Recording Omission, then such Responsible Party may, with the
consent of the Controlling Class Representative, which consent may be granted or
withheld in its sole discretion, in lieu of repurchasing or replacing such
Pooled Mortgage Loan (as and to the extent contemplated by Section 2.03(b)
above), but in no event later than such repurchase would have to have been
completed, establish a Recording Omission Credit or a Recording Omission Reserve
with the Master Servicer. In furtherance of the preceding sentence, (A) the
Master Servicer shall establish one or more accounts (collectively, the "Special
Reserve Account") with respect to the subject Pooled Mortgage Loan, each of
which shall be an Eligible Account; (B) the Master Servicer shall deposit any
Recording Omission Reserve into the Special Reserve Account within one Business
Day after receipt; and (C) the Master Servicer shall administer the Special
Reserve Account in accordance with the terms of the applicable Mortgage Loan
Purchase Agreement. In the event that the Master Servicer is entitled to apply
any related Recording Omission Reserve or to draw upon any related Recording
Omission Credit to cover losses or expenses directly incurred by the Trust as a
result of a Recording Omission with respect to any Pooled Mortgage Loan, then
prior to making a Servicing Advance or incurring an Additional Trust Fund
Expense to cover any losses or expenses directly resulting from such Recording
Omission, the Master Servicer shall draw upon such related Recording Omission
Reserve (out of the Special Reserve Account) or upon such related Recording
Omission Credit, as the case may be, up to the amount of such losses or
expenses, and shall deposit the funds from such draw into the Collection
Account, and such amounts shall be deemed to be "Liquidation Proceeds" for all
purposes of this Agreement (other than Section 3.11(c)) and shall be applied to
cover such losses or expenses. The Recording Omission Reserve or Recording
Omission Credit (or any unused balance thereof) delivered by a related
Responsible Party with respect to any Pooled Mortgage Loan shall be released to
such Responsible Party by the Master Servicer upon the earlier of (i) the curing
of all Recording Omissions with respect to such Pooled Mortgage Loan and (ii)
the removal of such Pooled Mortgage Loan from the Trust Fund. The Special
Reserve Account, and any Recording Omission Reserves and Recording Title Policy
Credits, shall be part of the Trust Fund but outside any REMIC Pool or Grantor
Trust Pool. The investment of funds in the Special Reserve Accounts shall be
governed by the terms of the respective Mortgage Loan Purchase Agreements.

          (f) If the related Primary Responsible Party disputes that a Material
Document Defect or Material Breach exists with respect to a Pooled Mortgage Loan
or otherwise refuses (i) to effect a correction or cure of such Material
Document Defect or Material Breach, (ii) to repurchase the affected Pooled
Mortgage Loan from the Trust or (iii) to replace such Pooled Mortgage Loan with
a Qualifying Substitute Mortgage Loan, each in accordance with the applicable
Mortgage Loan Purchase Agreement, then provided that (i) the applicable Initial
Resolution Period and any applicable Resolution Extension Period has expired and
(ii) the Pooled Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the Special Servicer may, subject to the Servicing
Standard, modify, work-out or foreclose, sell or otherwise liquidate (or permit
the liquidation of) the Pooled Mortgage Loan pursuant to the terms of this
Agreement, while pursuing the repurchase claim, and such action shall not be a
defense to the repurchase claim or alter the applicable Purchase Price.

          The related Responsible Party or Parties shall be notified promptly
and in writing by the Special Servicer of any offer that it receives to purchase
an REO Property as to which there is any alleged Material Document Defect or
Material Breach. Upon the receipt of such notice by a related Responsible Party,
such Responsible Party shall then have the right to purchase such REO Property
from the Trust at a purchase price equal to the amount of such offer. A related
Responsible Party shall have three (3) Business Days to purchase such REO
Property from the date that it was notified of such offer. The Special Servicer
shall be obligated to provide the related Responsible Party or Parties with the
most


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<PAGE>

recent appraisal or other third-party reports relating to an REO Property within
its possession to enable the related Responsible Party or Parties to evaluate
such REO Property. Any sale of a Pooled Mortgage Loan, or foreclosure upon such
Pooled Mortgage Loan and sale of an REO Property, to a Person other than a
related Responsible Party or Parties shall be (i) without recourse of any kind
(either expressed or implied) by such Person against the related Responsible
Party or Parties and (ii) without representation or warranty of any kind (either
expressed or implied) by the related Responsible Party or Parties to or for the
benefit of such person.

          The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the subject Pooled Mortgage Loan or REO Property) shall not prejudice any claim
against the related Responsible Party or Parties for repurchase of the subject
Pooled Mortgage Loan or REO Property. The provisions of this Section 2.03
regarding remedies against the related Responsible Party or Parties for a
Material Breach or Material Document Defect with respect to any Pooled Mortgage
Loan shall also apply to the related REO Property.

          If the related Primary Responsible Party fails to correct or cure the
Material Document Defect or Material Breach or purchase the subject REO
Property, then the provisions above regarding notice of offers related to such
REO Property and the related Primary Responsible Party's right to purchase such
REO Property shall apply. If a court of competent jurisdiction issues a final
order that the related Primary Responsible Party is or was obligated to
repurchase the related Pooled Mortgage Loan or REO Property or the related
Primary Responsible Party otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to this Agreement, the related Primary
Responsible Party will be obligated to pay to the Trust the amount, if any, by
which the applicable Purchase Price exceeds any Liquidation Proceeds received
upon such liquidation (including those arising from any sale to the related
Primary Responsible Party); provided that the prevailing party in such action
shall be entitled to recover all costs, fees and expenses (including reasonable
attorneys' fees) related thereto.

          SECTION 2.04. Representations and Warranties of the Depositor.

          (a) The Depositor hereby represents and warrants to each of the other
parties hereto and for the benefit of the Certificateholders, as of the Closing
Date, that:

               (i) The Depositor is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware.

               (ii) The Depositor's execution and delivery of, performance
     under, and compliance with this Agreement, will not violate the Depositor's
     organizational documents or constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the breach of, any material agreement or other material
     instrument to which it is a party or by which it is bound, which default or
     breach, in the good faith and reasonable judgment of the Depositor, is
     likely to affect materially and adversely either the ability of the
     Depositor to perform its obligations under this Agreement or the financial
     condition of the Depositor.

               (iii) The Depositor has the full power and authority to own its
     properties, to conduct its business as presently conducted by it and to
     enter into and consummate all transactions involving the Depositor
     contemplated by this Agreement, has duly authorized the


                                      -98-

<PAGE>

     execution, delivery and performance of this Agreement, and has duly
     executed and delivered this Agreement.

               (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Depositor, enforceable against the Depositor
     in accordance with the terms hereof, subject to (A) applicable bankruptcy,
     insolvency, reorganization, receivership, moratorium and other laws
     affecting the enforcement of creditors' rights generally, and (B) general
     principles of equity, regardless of whether such enforcement is considered
     in a proceeding in equity or at law.

               (v) The Depositor is not in violation of, and its execution and
     delivery of, performance under and compliance with this Agreement will not
     constitute a violation of, any law, any order or decree of any court or
     arbiter, or any order, regulation or demand of any federal, state or local
     governmental or regulatory authority, which violation, in the Depositor's
     good faith and reasonable judgment, is likely to affect materially and
     adversely either the ability of the Depositor to perform its obligations
     under this Agreement or the financial condition of the Depositor.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Depositor of the transactions contemplated herein,
     except (A) for those consents, approvals, authorizations or orders that
     previously have been obtained, (B) such as may be required under the blue
     sky laws of any jurisdiction in connection with the purchase and sale of
     the Certificates by the Underwriters, and (C) any recordation of the
     assignments of Mortgage Loan Documents to the Trustee pursuant to Section
     2.01(e), which has not yet been completed.

               (vii) The Depositor's transfer of the Original Pooled Mortgage
     Loans to the Trustee as contemplated herein requires no regulatory
     approval, other than any such approvals as have been obtained, and is not
     subject to any bulk transfer or similar law in effect in any applicable
     jurisdiction.

               (viii) The Depositor is not transferring the Original Pooled
     Mortgage Loans to the Trustee with any intent to hinder, delay or defraud
     its present or future creditors.

               (ix) The Depositor has been solvent at all relevant times prior
     to, and will not be rendered insolvent by, its transfer of the Original
     Pooled Mortgage Loans to the Trustee, pursuant to Section 2.01(b).

               (x) After giving effect to its transfer of the Original Pooled
     Mortgage Loans to the Trustee, pursuant to Section 2.01(b), the value of
     the Depositor's assets, either taken at their present fair saleable value
     or at fair valuation, will exceed the amount of the Depositor's debts and
     obligations, including contingent and unliquidated debts and obligations of
     the Depositor, and the Depositor will not be left with unreasonably small
     assets or capital with which to engage in and conduct its business.

               (xi) The Depositor does not intend to, and does not believe that
     it will, incur debts or obligations beyond its ability to pay such debts
     and obligations as they mature.


                                      -99-

<PAGE>

               (xii) No proceedings looking toward merger, liquidation,
     dissolution or bankruptcy of the Depositor are pending or contemplated.

               (xiii) No litigation is pending or, to the best of the
     Depositor's knowledge, threatened against the Depositor that, if determined
     adversely to the Depositor, would prohibit the Depositor from entering into
     this Agreement or that, in the Depositor's good faith and reasonable
     judgment, is likely to materially and adversely affect either the ability
     of the Depositor to perform its obligations under this Agreement or the
     financial condition of the Depositor.

               (xiv) Immediately prior to the transfer of the Original Pooled
     Mortgage Loans to the Trustee for the benefit of the Certificateholders
     pursuant to this Agreement, the Depositor had such right, title and
     interest in and to each Original Pooled Mortgage Loan as was transferred to
     it by Column pursuant to the related Mortgage Loan Purchase Agreement. The
     Depositor has not transferred any of its right, title and interest in and
     to the Original Pooled Mortgage Loans to any Person other than the Trustee.

               (xv) The Depositor is transferring all of its right, title and
     interest in and to the Original Pooled Mortgage Loans to the Trustee for
     the benefit of the Certificateholders free and clear of any and all liens,
     pledges, charges, security interests and other encumbrances created by or
     through the Depositor, and the Depositor has not transferred its right,
     title and interest in and to any Original Pooled Mortgage Loan other than
     as contemplated by this Agreement.

               (xvi) Except for any actions that are the express responsibility
     of another party hereunder or under either Mortgage Loan Purchase
     Agreement, and further except for actions that the Depositor is expressly
     permitted to complete subsequent to the Closing Date, the Depositor has
     taken all actions required under applicable law to effectuate the transfer
     of all of its right, title and interest in and to the Original Pooled
     Mortgage Loans by the Depositor to the Trustee.

          (b) The representations and warranties of the Depositor set forth in
Section 2.04(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence. Upon discovery by any party hereto of
any breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto,
the party discovering such breach shall give prompt written notice thereof to
the other parties hereto.

          SECTION 2.05. Representations and Warranties of the Master Servicer.

          (a) The Master Servicer hereby represents and warrants to each of the
other parties hereto and for the benefit of the Certificateholders, as of the
Closing Date, that:

               (i) The Master Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Ohio, and the
     Master Servicer is in compliance with the laws of each State in which any
     Mortgaged Property is located to the extent necessary to ensure the
     enforceability of each Mortgage Loan and to perform its obligations under
     this Agreement.


                                     -100-

<PAGE>

               (ii) The Master Servicer's execution and delivery of, performance
     under and compliance with this Agreement, will not violate the Master
     Servicer's organizational documents or constitute a default (or an event
     which, with notice or lapse of time, or both, would constitute a default)
     under, or result in the breach of, any material agreement or other material
     instrument to which it is a party or by which it is bound, which default or
     breach, in the good faith and reasonable judgment of the Master Servicer,
     is likely to affect materially and adversely either the ability of the
     Master Servicer to perform its obligations under this Agreement or the
     financial condition of the Master Servicer.

               (iii) The Master Servicer has the full power and authority to
     enter into and consummate all transactions involving the Master Servicer
     contemplated by this Agreement, has duly authorized the execution, delivery
     and performance of this Agreement, and has duly executed and delivered this
     Agreement.

               (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Master Servicer, enforceable against the
     Master Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, moratorium
     and other laws affecting the enforcement of creditors' rights generally,
     and (B) general principles of equity, regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

               (v) The Master Servicer is not in violation of, and its execution
     and delivery of, performance under and compliance with this Agreement will
     not constitute a violation of, any law, any order or decree of any court or
     arbiter, or any order, regulation or demand of any federal, state or local
     governmental or regulatory authority, which violation, in the Master
     Servicer's good faith and reasonable judgment, is likely to affect
     materially and adversely either the ability of the Master Servicer to
     perform its obligations under this Agreement or the financial condition of
     the Master Servicer.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Master Servicer of the transactions contemplated
     herein, except for those consents, approvals, authorizations or orders that
     previously have been obtained or where the lack of such consent, approval,
     authorization or order would not have a material adverse effect on the
     ability of the Master Servicer to perform its obligations under this
     Agreement.

               (vii) No litigation is pending or, to the best of the Master
     Servicer's knowledge, threatened against the Master Servicer that, if
     determined adversely to the Master Servicer, would prohibit the Master
     Servicer from entering into this Agreement or that, in the Master
     Servicer's good faith and reasonable judgment, is likely to materially and
     adversely affect either the ability of the Master Servicer to perform its
     obligations under this Agreement or the financial condition of the Master
     Servicer.

               (viii) The Master Servicer has errors and omissions insurance in
     the amounts and with the coverage required by Section 3.07(d).

               (ix) The Master Servicer has examined each of the Sub-Servicing
     Agreements entered into by the Master Servicer that will be in effect as of
     the Closing Date with respect to


                                     -101-

<PAGE>

     the Mortgage Loans, and each such Sub-Servicing Agreement complies with the
     requirements of Section 3.22(a) in all material respects.

          (b) The representations and warranties of the Master Servicer set
forth in Section 2.05(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

          (c) Any successor Master Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 2.05(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 2.05(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

          SECTION 2.06. Representations and Warranties of the Special Servicer.

          (a) The Special Servicer hereby represents and warrants to each of the
other parties hereto and for the benefit of the Certificateholders, as of the
Closing Date, that:

               (i) The Special Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Ohio, and the
     Special Servicer is in compliance with the laws of each State in which any
     Mortgaged Property is located to the extent necessary to ensure the
     enforceability of each Mortgage Loan and to perform its obligations under
     this Agreement.

               (ii) The Special Servicer's execution and delivery of,
     performance under and compliance with this Agreement will not violate the
     Special Servicer's organizational documents or constitute a default (or an
     event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material agreement or other
     instrument to which it is a party or by which it is bound, which default or
     breach, in the good faith and reasonable judgment of the Special Servicer,
     is likely to affect materially and adversely either the ability of the
     Special Servicer to perform its obligations under this Agreement or the
     financial condition of the Special Servicer.

               (iii) The Special Servicer has the full power and authority to
     enter into and consummate all transactions involving the Special Servicer
     contemplated by this Agreement, has duly authorized the execution, delivery
     and performance of this Agreement, and has duly executed and delivered this
     Agreement.

               (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Special Servicer, enforceable against the
     Special Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, moratorium
     and other laws affecting the enforcement of creditors' rights generally,
     and (B) general principles of equity, regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

                                     -102-
<PAGE>

               (v) The Special Servicer is not in violation of, and its
     execution and delivery of, performance under and compliance with the terms
     of this Agreement will not constitute a violation of, any law, any order or
     decree of any court or arbiter, or any order, regulation or demand of any
     federal, state or local governmental or regulatory authority, which
     violation, in the Special Servicer's good faith and reasonable judgment, is
     likely to affect materially and adversely either the ability of the Special
     Servicer to perform its obligations under this Agreement or the financial
     condition of the Special Servicer.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Special Servicer of the transactions contemplated
     herein, except for those consents, approvals, authorizations or orders that
     previously have been obtained or where the lack of such consent, approval,
     authorization or order would not have a material adverse effect on the
     ability of the Special Servicer to perform its obligations under this
     Agreement.

               (vii) No litigation is pending or, to the best of the Special
     Servicer's knowledge, threatened against the Special Servicer that, if
     determined adversely to the Special Servicer, would prohibit the Special
     Servicer from entering into this Agreement or that, in the Special
     Servicer's good faith and reasonable judgment, is likely to materially and
     adversely affect either the ability of the Special Servicer to perform its
     obligations under this Agreement or the financial condition of the Special
     Servicer.

               (viii) The Special Servicer has errors and omissions insurance in
     the amounts and with the coverage required by Section 3.07(d).

               (ix) As of the Closing Date, the Special Servicer is not a party
     to any Sub-Servicing Agreement providing for the performance of duties of
     the Special Servicer by any Sub-Servicers with respect to any of the
     Mortgage Loans or REO Properties.

          (b) The representations and warranties of the Special Servicer set
forth in Section 2.06(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

          (c) Any successor Special Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 2.06(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 2.06(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

          SECTION 2.07. Representations, Warranties and Covenants of the
                        Trustee.

          (a) The Trustee hereby represents and warrants to, and covenants with,
each of the other parties hereto and for the benefit of the Certificateholders,
as of the Closing Date, that:


                                     -103-

<PAGE>

               (i) The Trustee is duly organized and validly existing as a
     national banking association under the laws of the United States and is,
     shall be or, if necessary, shall appoint a co-trustee that is, in
     compliance with the laws of each State in which any Mortgaged Property is
     located to the extent necessary to ensure the enforceability of each
     Mortgage Loan (insofar as such enforceability is dependent upon compliance
     by the Trustee with such laws) and to perform its obligations under this
     Agreement.

               (ii) The Trustee's execution and delivery of, performance under
     and compliance with this Agreement, will not violate the Trustee's
     organizational documents or constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in a material breach of, any material agreement or other material
     instrument to which it is a party or by which it is bound, which breach or
     default, in the good faith and reasonable judgment of the Trustee is likely
     to affect materially and adversely either the ability of the Trustee to
     perform its obligations under this Agreement or the financial condition of
     the Trustee.

               (iii) The Trustee has the full power and authority to enter into
     and consummate all transactions contemplated by this Agreement, has duly
     authorized the execution, delivery and performance of this Agreement, and
     has duly executed and delivered this Agreement.

               (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Trustee, enforceable against the Trustee in
     accordance with the terms hereof, subject to (A) applicable bankruptcy,
     insolvency, reorganization, receivership, moratorium and other laws
     affecting the enforcement of creditors' rights generally and, in
     particular, the rights of creditors of national banking associations, and
     (B) general principles of equity, regardless of whether such enforcement is
     considered in a proceeding in equity or at law.

               (v) The Trustee is not in violation of, and its execution and
     delivery of, performance under and compliance with this Agreement will not
     constitute a violation of, any law, any order or decree of any court or
     arbiter, or any order, regulation or demand of any federal, state or local
     governmental or regulatory authority, which violation, in the Trustee's
     good faith and reasonable judgment, is likely to affect materially and
     adversely either the ability of the Trustee to perform its obligations
     under this Agreement or the financial condition of the Trustee.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Trustee of the transactions contemplated herein, except
     for those consents, approvals, authorizations or orders that previously
     have been obtained.

               (vii) No litigation is pending or, to the best of the Trustee's
     knowledge, threatened against the Trustee that, if determined adversely to
     the Trustee, would prohibit the Trustee from entering into this Agreement
     or that, in the Trustee's good faith and reasonable judgment, is likely to
     materially and adversely affect either the ability of the Trustee to
     perform its obligations under this Agreement or the financial condition of
     the Trustee.


                                     -104-

<PAGE>

               (viii) The Trustee is eligible to act as trustee hereunder in
     accordance with Section 8.06.

          (b) The representations, warranties and covenants of the Trustee set
forth in Section 2.07(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any such representations, warranties and covenants
that materially and adversely affects the interests of the Certificateholders or
any party hereto, the party discovering such breach shall give prompt written
notice thereof to the other parties hereto.

          (c) Any successor Trustee shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 2.07(a), subject to such appropriate modifications to the
representation, warranty and covenant set forth in Section 2.07(a)(i) to
accurately reflect such successor's jurisdiction of organization and whether it
is a corporation, partnership, bank, association or other type of organization.

          SECTION 2.08. Creation of the Loan REMIC(s); Issuance of the Loan
                        REMIC Regular Interest(s) and the Loan REMIC Residual
                        Interest(s); Certain Matters Involving the Loan
                        REMIC(s).

          (a) It is the intention of the parties hereto that, in the case of
each Exhibit B-5 Mortgage Loan, the following segregated pool of assets
constitute a REMIC for federal income tax purposes and, further, that such
segregated pool of assets be designated as a "Loan REMIC": (i) the subject
Exhibit B-5 Mortgage Loan and any Replacement Pooled Mortgage Loan substituted
for that Exhibit B-5 Mortgage Loan, together with (A) all payments under and
proceeds of the subject Exhibit B-5 Mortgage Loan or any Replacement Pooled
Mortgage Loan substituted for that Exhibit B-5 Mortgage Loan, which payments or
proceeds are received while it is part of the subject Loan REMIC (other than any
such amounts that constitute scheduled payments of interest and principal due on
or before the Cut-off Date or, in the case of a Replacement Pooled Mortgage
Loan, on or before the related date of substitution, and exclusive of any such
amounts that constitute part of the Excess Servicing Strip or, if applicable,
Post-ARD Additional Interest or the Additional Sully Place Yield Maintenance
Amount), and (B) all documents included in the related Mortgage File and
Servicing File and any related Additional Collateral; (ii) any REO Property
acquired with respect to the subject Exhibit B-5 Mortgage Loan or any
Replacement Pooled Mortgage Loan substituted for that Exhibit B-5 Mortgage Loan;
(iii) such funds and assets as from time to time are deposited in the Collection
Account, the Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and, if established, the REO Account with respect
to the subject Exhibit B-5 Mortgage Loan, any Replacement Pooled Mortgage Loan
substituted for that Exhibit B-5 Mortgage Loan or any related REO Property
(exclusive of any such amounts that constitute part of the Excess Servicing
Strip or, if applicable, Post-ARD Additional Interest or the Additional Sully
Place Yield Maintenance Amount); and (iv) the rights of the Depositor under the
related Mortgage Loan Purchase Agreement (other than the Additional Sully Place
Yield Maintenance Contract Right) and, if applicable, the Column Performance
Guarantee, with respect to the subject Exhibit B-5 Mortgage Loan, any
Replacement Pooled Mortgage Loan substituted for that Exhibit B-5 Mortgage Loan
or any related REO Property (exclusive of any Additional Sully Place Yield
Maintenance Amount, Recording Omission Reserve, Recording Omission Credit and/or
Purchase Price Security Deposit with respect to that Exhibit B-5 Mortgage Loan,
any Replacement Pooled Mortgage Loan substituted for that Exhibit B-5 Mortgage
Loan or any related REO Property


                                     -105-

<PAGE>

delivered by Column, KeyBank or the Column Performance Guarantor, as applicable,
to the Master Servicer as contemplated by Section 2.03). The Closing Date is
hereby designated as the "Startup Day" of each Loan REMIC within the meaning of
Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment of each Exhibit B-5 Mortgage Loan
and certain related assets to the Trustee pursuant to Section 2.01(b) and in
exchange therefor, the related Loan REMIC Regular Interest and the related Loan
REMIC Residual Interest shall be issued. A single separate Loan REMIC Regular
Interest shall be issued with respect to each Exhibit B-5 Mortgage Loan included
in a Loan REMIC. For purposes of this Agreement, each Loan REMIC Regular
Interest shall relate to: (i) the Exhibit B-5 Mortgage Loan in respect of which
it was issued; (ii) any Replacement Pooled Mortgage Loan substituted for that
Exhibit B-5 Mortgage Loan; and (iii) the Pooled REO Loan deemed outstanding with
respect to any REO Property acquired in respect of such Exhibit B-5 Mortgage
Loan and any Replacement Pooled Mortgage Loan substituted for that Exhibit B-5
Mortgage Loan. No Loan REMIC Regular Interest shall be certificated. Each Loan
REMIC Residual Interest, together with the REMIC I Residual Interest, the REMIC
II Residual Interest and the REMIC III Residual Interest, will be evidenced by
the Class R Certificates. The related Loan REMIC Regular Interest and related
Loan REMIC Residual Interest shall collectively constitute the entire beneficial
ownership of each Loan REMIC.

          (c) Each Loan REMIC Regular Interest shall constitute the "regular
interest" (within the meaning of Section 860G(a)(1) of the Code), and each Loan
REMIC Residual Interest shall constitute the sole "residual interest" (within
the meaning of Section 860G(a)(2) of the Code), in the related Loan REMIC. None
of the parties hereto, to the extent it is within the control thereof, shall
create or permit the creation of any other "interests" in any Loan REMIC (within
the meaning of Treasury regulation section 1.860D-1(b)(1)).

          (d) The designation for each Loan REMIC Regular Interest shall be the
identification number for the related Exhibit B-5 Mortgage Loan set forth in the
Pooled Mortgage Loan Schedule.

          (e) Each Loan REMIC Regular Interest shall have an Uncertificated
Principal Balance. As of the Closing Date, the Uncertificated Principal Balance
of each Loan REMIC Regular Interest shall equal the Cut-off Date Principal
Balance of the related Exhibit B-5 Mortgage Loan (as specified in the Pooled
Mortgage Loan Schedule). On each Distribution Date, the Uncertificated Principal
Balance of each Loan REMIC Regular Interest shall be permanently reduced by any
distributions of principal deemed made with respect to the related Loan REMIC
Regular Interest on such Distribution Date pursuant to Section 4.01(m) and,
further, by any Unfunded Principal Balance Reduction made with respect to the
related Loan REMIC Regular Interest on such Distribution Date pursuant to
Section 4.04(d). Except as provided in the preceding sentence, the
Uncertificated Principal Balance of each Loan REMIC Regular Interest shall not
otherwise be increased or reduced. Deemed distributions to REMIC I in
reimbursement of Unfunded Principal Balance Reductions with respect to each Loan
REMIC Regular Interest shall not constitute deemed distributions of principal
and shall not result in any reduction of the Uncertificated Principal Balance of
the related Loan REMIC Regular Interest.

          (f) Each Loan REMIC Regular Interest shall have a Loan REMIC
Remittance Rate. The Loan REMIC Remittance Rate with respect to each Loan REMIC
Regular Interest for any Interest Accrual Period shall be calculated as follows:


                                     -106-

<PAGE>

          (i) if, as of the Closing Date, the related Exhibit B-5 Mortgage Loan
     bears or bore, as the case may be, interest calculated on a 30/360 Basis,
     then the Loan REMIC Remittance Rate with respect to the subject Loan REMIC
     Regular Interest for any Interest Accrual Period shall equal the Net
     Mortgage Rate in effect for the related Exhibit B-5 Mortgage Loan as of the
     Closing Date; and

          (ii) if, as of the Closing Date, the related Exhibit B-5 Mortgage Loan
     bears or bore, as the case may be, interest calculated on an Actual/360
     Basis, then the Loan REMIC Remittance Rate with respect to the subject Loan
     REMIC Regular Interest for any Interest Accrual Period shall (subject to
     adjustment as provided below in this clause (ii)) equal the product of (A)
     a fraction (expressed as a percentage), the numerator of which is the
     number of days in such Interest Accrual Period, and the denominator of
     which is 30, multiplied by (B) the Net Mortgage Rate in effect for the
     related Exhibit B-5 Mortgage Loan as of the Closing Date; provided that, if
     the subject Interest Accrual Period occurs during the month of January of
     2004 or any year thereafter or during the month of December of 2004 or any
     year thereafter that does not immediately precede a leap year, the Loan
     REMIC Remittance Rate with respect to the subject Loan REMIC Regular
     Interest for such Interest Accrual Period shall equal (M) the Loan REMIC
     Remittance Rate with respect to the subject Loan REMIC Regular Interest for
     such Interest Accrual Period, calculated without regard to this proviso,
     minus (N) a fraction (expressed as a percentage), the numerator of which is
     equal to 12 times any Interest Reserve Amount for the related Exhibit B-5
     Mortgage Loan, any Replacement Pooled Mortgage Loan that is substituted for
     the related Exhibit B-5 Mortgage Loan or any successor Pooled REO Loan with
     respect to the foregoing, that is to be transferred from the Distribution
     Account to the Interest Reserve Account on the related Distribution Date in
     accordance with Section 3.04(c), and the denominator of which is equal to
     the Uncertificated Principal Balance of the subject Loan REMIC Regular
     Interest outstanding immediately prior to the related Distribution Date;
     and; provided, further, that, if the subject Interest Accrual Period occurs
     during the month of February of 2004 or any year thereafter, the Loan REMIC
     Remittance Rate with respect to the subject Loan REMIC Regular Interest for
     such Interest Accrual Period shall equal (S) the Loan REMIC Remittance Rate
     with respect to the subject Loan REMIC Regular Interest for such Interest
     Accrual Period, calculated without regard to this proviso, plus (T) a
     fraction (expressed as a percentage), the numerator of which is equal to 12
     times any Interest Reserve Amount(s) for the related Exhibit B-5 Mortgage
     Loan, any Replacement Pooled Mortgage Loan that is substituted for the
     related Exhibit B-5 Mortgage Loan or any successor Pooled REO Loan with
     respect to the foregoing, that is or are to be transferred from the
     Interest Reserve Account to the Distribution Account pursuant to Section
     3.05(c) for distribution on the related Distribution Date, and the
     denominator of which is equal to the Uncertificated Principal Balance of
     the subject Loan REMIC Regular Interest outstanding immediately prior to
     the related Distribution Date.

          (g) Each Loan REMIC Regular Interest shall bear interest, and such
interest shall commence accruing on April 1, 2003. In the case of each Loan
REMIC Regular Interest, such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, shall accrue at the Loan REMIC Remittance
Rate with respect to such Loan REMIC Regular Interest for such Interest Accrual
Period on the Uncertificated Principal Balance of such Loan REMIC Regular
Interest outstanding immediately prior to the related Distribution Date. The
total amount of such interest accrued with respect to each Loan REMIC Regular
Interest during each Interest Accrual Period (herein referred to as the
"Interest Accrual Amount" with respect to such Loan REMIC Regular Interest for
such Interest


                                     -107-

<PAGE>

Accrual Period) shall equal 1/12 of the product of (i) the Loan REMIC Remittance
Rate with respect to such Loan REMIC Regular Interest for such Interest Accrual
Period, multiplied by (ii) the Uncertificated Principal Balance of such Loan
REMIC Regular Interest outstanding immediately prior to the related Distribution
Date. The portion of the Interest Accrual Amount with respect to each Loan REMIC
Regular Interest for any Interest Accrual Period that shall be distributable to
REMIC I, as the holder of such Loan REMIC Regular Interest, on the related
Distribution Date pursuant to Section 4.01(m), shall be an amount (herein
referred to as the "Current Interest Distribution Amount" with respect to such
Loan REMIC Regular Interest for the related Distribution Date) equal to (i) the
Interest Accrual Amount with respect to such Loan REMIC Regular Interest for the
related Interest Accrual Period, reduced (to not less than zero) by (ii) the
portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date that is attributable to the related Exhibit B-5 Mortgage Loan or any
Replacement Pooled Mortgage Loan that is substituted for that Exhibit B-5
Mortgage Loan. If the entire Current Interest Distribution Amount with respect
to any Loan REMIC Regular Interest for any Distribution Date is not deemed
distributed to REMIC I, as the holder of such Loan REMIC Regular Interest, on
such Distribution Date pursuant to Section 4.01(m), then the unpaid portion of
such Current Interest Distribution Amount shall be added to, and be payable as
part of, the Carryforward Interest Distribution Amount with respect to such Loan
REMIC Regular Interest for future Distribution Dates. The "Carryforward Interest
Distribution Amount" with respect to each Loan REMIC Regular Interest for any
Distribution Date shall be an amount equal to the excess, if any, of (i) all
Current Interest Distribution Amounts with respect to such Loan REMIC Regular
Interest for all prior Distribution Dates, if any, over (ii) the total amount of
interest deemed distributed to REMIC I with respect to such Loan REMIC Regular
Interest on all such prior Distribution Dates, if any, pursuant to Section
4.01(m).

          (h) Solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each Loan REMIC
Regular Interest shall be the Rated Final Distribution Date.

          (i) No Loan REMIC Residual Interest shall have a principal balance or
bear interest.

          SECTION 2.09. Conveyance of the Loan REMIC Regular Interest(s);
                        Acceptance of the Loan REMIC Regular Interest(s) by
                        Trustee.

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all of its right, title and interest in and to each Loan REMIC Regular Interest
to the Trustee for the benefit of the Holders of the REMIC III Regular Interest
Certificates and the Class R Certificates. The Trustee acknowledges the
assignment to it of each Loan REMIC Regular Interest and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all present
and future Holders of the REMIC III Regular Interest Certificates and the Class
R Certificates.

          SECTION 2.10. Creation of REMIC I; Issuance of the REMIC I Regular
                        Interests and the REMIC I Residual Interest; Certain
                        Matters Involving REMIC I.

          (a) It is the intention of the parties hereto that the following
segregated pool of assets constitute a REMIC for federal income tax purposes
and, further, that such segregated pool of assets be designated as "REMIC I":
(i) the Pooled Mortgage Loans that are from time to time subject to this
Agreement (other than any Pooled Mortgage Loans that are held by a Loan REMIC),
together with


                                     -108-

<PAGE>

(A) all payments under and proceeds of such Pooled Mortgage Loans received after
the Closing Date or, in the case of any such Pooled Mortgage Loan that is a
Replacement Pooled Mortgage Loan, after the related date of substitution (other
than scheduled payments of interest and principal due on or before the Cut-off
Date or, in the case of any such Pooled Mortgage Loan that is a Replacement
Pooled Mortgage Loan, on or before the related date of substitution, and
exclusive of any such amounts that constitute part of the Excess Servicing Strip
or Post-ARD Additional Interest) and (B) all documents included in the related
Mortgage Files and Servicing Files and any related Additional Collateral; (ii)
any REO Property acquired in respect of any Pooled Mortgage Loan (other than any
Pooled Mortgage Loans held by a Loan REMIC); (iii) such funds and assets as from
time to time are deposited in the Collection Account, the Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if
established, the REO Account (exclusive of any such amounts that constitute part
of the Excess Servicing Strip or Post-ARD Additional Interest) with respect to
the Pooled Mortgage Loans and/or any successor Pooled REO Loans in respect
thereof (other than any Pooled Mortgage Loans held by a Loan REMIC and/or any
Pooled REO Loans in respect thereof); and (iv) the rights of the Depositor under
the respective Mortgage Loan Purchase Agreements and the Column Performance
Guarantee with respect to the Pooled Mortgage Loans and/or any related REO
Properties (other than any Pooled Mortgage Loans and/or REO Properties held by a
Loan REMIC), exclusive of any related Recording Omission Reserves, Recording
Omission Credits and/or Purchase Price Security Deposits delivered by Column,
KeyBank or the Column Performance Guarantor, as applicable, to the Master
Servicer as contemplated by Section 2.03. The Closing Date is hereby designated
as the "Startup Day" of REMIC I within the meaning of Section 860G(a)(9) of the
Code.

          (b) Concurrently with the assignment of the Original Pooled Mortgage
Loans (other than any Original Pooled Mortgage Loans held by a Loan REMIC) and
certain related assets to the Trustee pursuant to Section 2.01(b), and the
assignment to the Trustee of each Loan REMIC Regular Interest pursuant to
Section 2.09, and in exchange therefor, the REMIC I Regular Interests and the
REMIC I Residual Interest shall be issued. Two REMIC I Regular Interests shall
be issued with respect to each of the Great Lakes Crossing Pooled Mortgage Loan
and the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, and a separate REMIC I
Regular Interest shall be issued with respect to each other Original Pooled
Mortgage Loan and Loan REMIC Regular Interest held by REMIC I. For purposes of
this Agreement, each REMIC I Regular Interest shall relate to the Original
Pooled Mortgage Loan or Loan REMIC Regular Interest, as applicable, held by
REMIC I in respect of which it was issued. In addition, each REMIC I Regular
Interest issued in respect of an Original Pooled Mortgage Loan held by REMIC I
shall also relate to each Replacement Pooled Mortgage Loan (if any) substituted
for such Original Pooled Mortgage Loan and to each Pooled REO Loan deemed
outstanding with respect to any REO Property acquired in respect of such
Original Pooled Mortgage Loan or any such Replacement Pooled Mortgage Loan.
Furthermore, each REMIC I Regular Interest issued in respect of a Loan REMIC
Regular Interest held by REMIC I shall also relate to each Pooled Mortgage Loan
held by the corresponding Loan REMIC and to each Pooled REO Loan deemed
outstanding with respect to any REO Property held by the corresponding Loan
REMIC. None of the REMIC I Regular Interests shall be certificated. The REMIC I
Residual Interest, together with each Loan REMIC Residual Interest, the REMIC II
Residual Interest and the REMIC III Residual Interest, shall be evidenced by the
Class R Certificates. The REMIC I Regular Interests and the REMIC I Residual
Interest shall collectively constitute the entire beneficial ownership of REMIC
I.

          (c) The REMIC I Regular Interests shall constitute the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the REMIC
I Residual Interest shall constitute the sole


                                     -109-

<PAGE>

"residual interest" (within the meaning of Section 860G(a)(2) of the Code), in
REMIC I. None of the parties hereto, to the extent it is within the control
thereof, shall create or permit the creation of any other "interests" in REMIC I
(within the meaning of Treasury regulation section 1.860D-1(b)(1)).

          (d) The designations for the REMIC I Regular Interests that relate to
the Great Lakes Crossing Pooled Mortgage Loan shall be "GLC-1" and GLC-2",
respectively. The designations for the REMIC I Regular Interests that relate to
the Ritz-Carlton Key Biscayne Pooled Mortgage Loan shall be "RCKB-1" and
"RCKB-2" respectively. The designation for each other REMIC I Regular Interest
shall be the identification number for the related Original Pooled Mortgage Loan
set forth in the Pooled Mortgage Loan Schedule.

          (e) Each REMIC I Regular Interest shall have an Uncertificated
Principal Balance. As of the Closing Date, (i) the Uncertificated Principal
Balance of REMIC I Regular Interest GLC-1 shall be the Cut-off Date Principal
Balance of the Great Lakes Crossing Pooled Mortgage Loan (as specified in the
Pooled Mortgage Loan Schedule) (net of $3,612,273), (ii) the Uncertificated
Principal Balance of REMIC I Regular Interest GLC-2 shall be $3,612,273)], (iii)
the Uncertificated Principal Balance of REMIC I Regular Interest RCKB-1 shall be
the Cut-off Date Principal Balance of the Ritz-Carlton Key Biscayne Pooled
Mortgage Loan (as specified in the Pooled Mortgage Loan Schedule) (net of
$15,000,000), (iv) the Uncertificated Principal Balance of REMIC I Regular
Interest RCKB-2 shall be $15,000,000, (v) the Uncertificated Principal Balance
of each REMIC I Regular Interest issued in respect of a Loan REMIC Regular
Interest held by REMIC I shall equal the initial Uncertificated Principal
Balance of such Loan REMIC Regular Interest, and (vi) the Uncertificated
Principal Balance of each other REMIC I Regular Interest shall equal the Cut-off
Date Principal Balance of the related Original Pooled Mortgage Loan (as
specified in the Pooled Mortgage Loan Schedule). On each Distribution Date, the
Uncertificated Principal Balance of each REMIC I Regular Interest shall be
permanently reduced by any distributions of principal deemed made with respect
to such REMIC I Regular Interest on such Distribution Date pursuant to Section
4.01(l) and, further, by any Unfunded Principal Balance Reduction made with
respect to such REMIC I Regular Interest on such Distribution Date pursuant to
Section 4.04(c). Except as provided in the preceding sentence, the
Uncertificated Principal Balance of each REMIC I Regular Interest shall not
otherwise be increased or reduced. Deemed distributions to REMIC II in
reimbursement of Unfunded Principal Balance Reductions with respect to a REMIC I
Regular Interest shall not constitute deemed distributions of principal and
shall not result in any reduction of the Uncertificated Principal Balance of
such REMIC I Regular Interest.

          (f) Each REMIC I Regular Interest shall have a REMIC I Remittance
Rate. With respect to each REMIC I Regular Interest issued in respect of a Loan
REMIC Regular Interest held by REMIC I, the REMIC I Remittance Rate for any
Interest Accrual Period shall equal the Loan REMIC Remittance Rate in respect of
such Loan REMIC Regular Interest for such Interest Accrual Period. With respect
to REMIC I Regular Interest GLC-2, the REMIC I Remittance Rate for any Interest
Accrual Period shall equal the product of (i) 5.8420% per annum, multiplied by
(ii) a fraction (expressed as a percentage), the numerator of which is the
number of days in such Interest Accrual Period, and the denominator of which is
30. With respect to REMIC I Regular Interest RCKB-2, the REMIC I Remittance Rate
for any Interest Accrual Period shall equal the product of (i) 6.3179% per
annum, multiplied by (ii) a fraction (expressed as a percentage), the numerator
of which is the number of days in such Interest Accrual Period, and the
denominator of which is 30. With respect to any other particular REMIC I Regular
Interest, the REMIC I Remittance Rate for any Interest Accrual Period shall be
calculated as follows:


                                     -110-

<PAGE>

               (i) if, as of the Closing Date, the related Original Pooled
     Mortgage Loan bears or bore, as the case may be, interest calculated on a
     30/360 Basis, then the REMIC I Remittance Rate with respect to the subject
     REMIC I Regular Interest for any Interest Accrual Period shall equal the
     Net Mortgage Rate in effect for the related Original Pooled Mortgage Loan
     as of the Closing Date; and

               (ii) if, as of the Closing Date, the related Original Pooled
     Mortgage Loan bears or bore, as the case may be, interest calculated on an
     Actual/360 Basis, then the REMIC I Remittance Rate with respect to the
     subject REMIC I Regular Interest for any Interest Accrual Period shall
     (subject to adjustment as provided below in this clause (ii)) equal the
     product of (A) the Net Mortgage Rate in effect for the related Original
     Pooled Mortgage Loan as of the Closing Date (or, if the subject REMIC I
     Regular Interest is REMIC I Regular Interest GLC-1, 5.18166137933% per
     annum), multiplied by (B) a fraction (expressed as a percentage), the
     numerator of which is the number of days in such Interest Accrual Period,
     and the denominator of which is 30; provided that, if the subject REMIC I
     Regular Interest corresponds to an Interest Reserve Loan, and if the
     subject Interest Accrual Period occurs during the month of January of 2004
     or any year thereafter or during the month of December of 2004 or any year
     thereafter that does not immediately precede a leap year, then the REMIC I
     Remittance Rate with respect to such REMIC I Regular Interest for such
     Interest Accrual Period shall equal (M) the REMIC I Remittance Rate with
     respect to such REMIC I Regular Interest for such Interest Accrual Period,
     calculated without regard to this proviso, minus (N) a fraction (expressed
     as a percentage), the numerator of which is equal to 12 times the related
     Interest Reserve Amount that is to be transferred from the Distribution
     Account to the Interest Reserve Account on the related Distribution Date in
     accordance with Section 3.04(c), and the denominator of which is equal to
     the Uncertificated Principal Balance of such REMIC I Regular Interest
     outstanding immediately prior to the related Distribution Date; and,
     provided, further, that if the subject REMIC I Regular Interest corresponds
     to an Interest Reserve Loan, and if the subject Interest Accrual Period
     occurs during the month of February of 2004 or any year thereafter, then
     the REMIC I Remittance Rate with respect to such REMIC I Regular Interest
     for such Interest Accrual Period shall equal (S) the REMIC I Remittance
     Rate with respect to such REMIC I Regular Interest for such Interest
     Accrual Period, calculated without regard to this proviso, plus (T) a
     fraction (expressed as a percentage), the numerator of which is equal to 12
     times any related Interest Reserve Amount(s) that is or are to be
     transferred from the Interest Reserve Account to the Distribution Account
     pursuant to Section 3.05(c) for distribution on the related Distribution
     Date, and the denominator of which is equal to the Uncertificated Principal
     Balance of such REMIC I Regular Interest outstanding immediately prior to
     the related Distribution Date.

          (g) Each REMIC I Regular Interest shall bear interest, and such
interest shall commence accruing on April 1, 2003. In the case of each REMIC I
Regular Interest, such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, shall accrue at the REMIC I Remittance Rate
with respect to such REMIC I Regular Interest for such Interest Accrual Period
on the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date. The total amount
of such interest accrued with respect to each REMIC I Regular Interest during
each Interest Accrual Period (herein referred to as the "Interest Accrual
Amount" with respect to such REMIC I Regular Interest for such Interest Accrual
Period) shall equal 1/12 of the product of (i) the REMIC I Remittance Rate with
respect to such REMIC I Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such REMIC


                                     -111-

<PAGE>

I Regular Interest outstanding immediately prior to the related Distribution
Date. The portion of the Interest Accrual Amount with respect to any REMIC I
Regular Interest for any Interest Accrual Period that shall be distributable to
REMIC II, as the holder of such REMIC I Regular Interest, on the related
Distribution Date pursuant to Section 4.01(l), shall be an amount (herein
referred to as the "Current Interest Distribution Amount" with respect to such
REMIC I Regular Interest for the related Distribution Date) equal to (i) the
Interest Accrual Amount with respect to such REMIC I Regular Interest for the
related Interest Accrual Period, reduced (to not less than zero) by (ii) the
portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date that is allocable to such REMIC I Regular Interest. For purposes of the
foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date shall be allocated: (i) to REMIC I Regular Interest GLC-2, in
an amount equal to the lesser of (A) the Interest Accrual Amount with respect to
REMIC I Regular Interest GLC-2 for the related Interest Accrual Period and (B)
the product of (1) that portion, if any, of such Net Aggregate Prepayment
Interest Shortfall that is attributable to the Great Lakes Crossing Pooled
Mortgage Loan, multiplied by (2) a fraction, the numerator of which is equal to
the Interest Accrual Amount with respect to REMIC I Regular Interest GLC-2 for
the related Interest Accrual Period, and the denominator of which is equal to
the aggregate Interest Accrual Amount with respect to REMIC I Regular Interest
GLC-1 and REMIC I Regular Interest GLC-2 for the related Interest Accrual
Period; (ii) to REMIC I Regular Interest RCKB-2, in an amount equal to the
lesser of (A) the Interest Accrual Amount with respect to REMIC I Regular
Interest RCKB-2 for the related Interest Accrual Period and (B) the product of
(1) that portion, if any, of such Net Aggregate Prepayment Interest Shortfall
that is attributable to the Ritz-Carlton Key Biscayne Pooled Mortgage Loan,
multiplied by (2) a fraction, the numerator of which is equal to the Interest
Accrual Amount with respect to REMIC I Regular Interest RCKB-2 for the related
Interest Accrual Period, and the denominator of which is equal to the aggregate
Interest Accrual Amount with respect to REMIC I Regular Interest RCKB-1 and
REMIC I Regular Interest RCKB-2 for the related Interest Accrual Period; and
(iii) to each other REMIC I Regular Interest, in an amount equal to the lesser
of (A) the Interest Accrual Amount with respect to the subject REMIC I Regular
Interest for the related Interest Accrual Period and (B) the product of (1) the
entire amount of such Net Aggregate Prepayment Interest Shortfall (exclusive of
any portion thereof that is allocable to REMIC I Regular Interest GLC-2 and/or
REMIC I Regular Interest RCKB-2), multiplied by (2) a fraction, the numerator of
which is equal to the Interest Accrual Amount with respect to the subject REMIC
I Regular Interest for the related Interest Accrual Period, and the denominator
of which is equal to the aggregate Interest Accrual Amount with respect to all
the REMIC I Regular Interests (exclusive of REMIC I Regular Interest GLC-2 and
REMIC I Regular Interest RCKB-2) for the related Interest Accrual Period. If the
entire Current Interest Distribution Amount with respect to any REMIC I Regular
Interest for any Distribution Date is not deemed distributed to REMIC II, as the
holder of such REMIC I Regular Interest, on such Distribution Date pursuant to
Section 4.01(l), then the unpaid portion of such Current Interest Distribution
Amount shall be added to, and be payable as part of, the Carryforward Interest
Distribution Amount with respect to such REMIC I Regular Interest for future
Distribution Dates. The "Carryforward Interest Distribution Amount" with respect
to any REMIC I Regular Interest for any Distribution Date shall be an amount
equal to the excess, if any, of (i) all Current Interest Distribution Amounts
with respect to such REMIC I Regular Interest for all prior Distribution Dates,
if any, over (ii) the total amount of interest deemed distributed to REMIC II
with respect to such REMIC I Regular Interest on all such prior Distribution
Dates, if any, pursuant to Section 4.01(l).

          (h) Solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC I Regular
Interest shall be the Rated Final Distribution Date.


                                     -112-

<PAGE>

          (i) The REMIC I Residual Interest shall not have a principal balance
and shall not bear interest.

          SECTION 2.11. Conveyance of the REMIC I Regular Interests; Acceptance
                        of the REMIC I Regular Interests by Trustee.

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all of its right, title and interest in and to the REMIC I Regular Interests to
the Trustee for the benefit of the Holders of the REMIC III Regular Interest
Certificates and the Class R Certificates. The Trustee acknowledges the
assignment to it of the REMIC I Regular Interests and declares that it holds and
will hold the same in trust for the exclusive use and benefit of all present and
future Holders of the REMIC III Regular Interest Certificates and Class R
Certificates.

          SECTION 2.12. Creation of REMIC II; Issuance of the REMIC II Regular
                        Interests and the REMIC II Residual Interest; Certain
                        Matters Involving REMIC II.

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of the REMIC I Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC II". The Closing Date is hereby designated as the "Startup
Day" of REMIC II within the meaning of Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment of the REMIC I Regular Interests
to the Trustee pursuant to Section 2.11, and in exchange therefor, the REMIC II
Regular Interests and the REMIC II Residual Interest shall be issued. There
shall be 27 separate REMIC II Regular Interests. None of the REMIC II Regular
Interests shall be certificated. The REMIC II Residual Interest, together with
each Loan REMIC Residual Interest, the REMIC I Residual Interest and the REMIC
III Residual Interest, shall be evidenced by the Class R Certificates. The REMIC
II Regular Interests and the REMIC II Residual Interest shall collectively
constitute the entire beneficial ownership of REMIC II.

          (c) The REMIC II Regular Interests shall constitute the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the REMIC
II Residual Interest shall constitute the sole "residual interest" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC II. None of the parties
hereto, to the extent it is within the control thereof, shall create or permit
the creation of any other "interests" in REMIC II (within the meaning of
Treasury regulation section 1.860D-1(b)(1)).

          (d) The REMIC II Regular Interests will have the following respective
alphabetic or alphanumeric designations: "A-1-1", "A-1-2", "A-1-3", "A-2-1",
"A-2-2", A-2-3", A-3-1", "A-3-2", "A-3-3", "A-4-1", "A-4-2", "B", "C", "D", "E",
"F", "G", "H", "J", "K", "L", "M", "N", "O", "P", "GLC" and "RCKB".

          (e) Each REMIC II Regular Interest shall have an Uncertificated
Principal Balance. The following table sets forth for each REMIC II Regular
Interest the initial Uncertificated Principal Balance thereof:


                                     -113-

<PAGE>

     Designation of         Initial Uncertificated
REMIC II Regular Interest     Principal Balance
-------------------------   ----------------------
          A-1-1                  $  9,494,000
          A-1-2                  $ 47,189,000
          A-1-3                  $ 47,317,000
          A-2-1                  $    481,000
          A-2-2                  $ 45,166,000
          A-2-3                  $150,353,000
          A-3-1                  $ 39,840,000
          A-3-2                  $ 35,561,000
          A-3-3                  $ 33,599,000
          A-4-1                  $ 14,757,000
          A-4-2                  $349,536,000
            B                    $ 32,118,000
            C                    $ 12,353,000
            D                    $ 29,647,000
            E                    $ 12,353,000
            F                    $ 12,353,000
            G                    $ 19,764,000
            H                    $ 14,824,000
            J                    $ 17,294,000
            K                    $ 17,294,000
            L                    $  4,941,000
            M                    $ 13,589,000
            N                    $  6,176,000
            O                    $  4,941,000
            P                    $ 17,294,824
           GLC                   $  3,612,273
          RCKB                   $ 15,000,000

          On each Distribution Date, the Uncertificated Principal Balance of
each REMIC II Regular Interest shall be permanently reduced by any distributions
of principal deemed made with respect to such REMIC II Regular Interest on such
Distribution Date pursuant to Section 4.01(k) and, further, by any Unfunded
Principal Balance Reduction made with respect to such REMIC II Regular Interest
on such Distribution Date pursuant to Section 4.04(b). Except as provided in the
preceding sentence, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall not otherwise be increased or decreased. Deemed
distributions to REMIC III in reimbursement of Unfunded Principal Balance
Reductions with respect to any REMIC II Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the
Uncertificated Principal Balance of such REMIC II Regular Interest.

          (f) Each REMIC II Regular Interest shall have a REMIC II Remittance
Rate. The REMIC II Remittance Rate with respect to REMIC II Regular Interest
GLC, for any Interest Accrual Period, shall equal the REMIC I Remittance Rate
with respect to REMIC I Regular Interest GLC-2 for such Interest Accrual Period.
The REMIC II Remittance Rate with respect to REMIC II Regular Interest RCKB, for
any Interest Accrual Period, shall equal the REMIC I Remittance Rate with
respect


                                     -114-

<PAGE>

to REMIC I Regular Interest RCKB-2 for such Interest Accrual Period. The REMIC
II Remittance Rate with respect to each other REMIC II Regular Interest, for any
Interest Accrual Period, shall equal the weighted average, expressed as a
percentage and rounded to ten decimal places, of the respective REMIC I
Remittance Rates in effect for all the REMIC I Regular Interests (other than
REMIC I Regular Interest GLC-2 and REMIC I Regular Interest RCKB-2) for such
Interest Accrual Period, weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately
prior to the related Distribution Date.

          (g) Each REMIC II Regular Interest shall bear interest, and such
interest shall commence accruing on April 1, 2003. In the case of each REMIC II
Regular Interest, such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, shall accrue at the REMIC II Remittance
Rate with respect to such REMIC II Regular Interest for such Interest Accrual
Period on the Uncertificated Principal Balance of such REMIC II Regular Interest
outstanding immediately prior to the related Distribution Date. The total amount
of such interest accrued with respect to each REMIC II Regular Interest during
each Interest Accrual Period (herein referred to as the "Interest Accrual
Amount" with respect to such REMIC II Regular Interest for such Interest Accrual
Period) shall equal 1/12 of the product of (i) the REMIC II Remittance Rate with
respect to such REMIC II Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such REMIC II Regular
Interest outstanding immediately prior to the related Distribution Date. The
portion of the Interest Accrual Amount with respect to any REMIC II Regular
Interest for any Interest Accrual Period that shall be distributable to REMIC
III, as the holder of such REMIC II Regular Interest, on the related
Distribution Date pursuant to Section 4.01(k), shall be an amount (herein
referred to as the "Current Interest Distribution Amount" with respect to such
REMIC II Regular Interest for the related Distribution Date) equal to (i) the
Interest Accrual Amount with respect to such REMIC II Regular Interest for the
related Interest Accrual Period, reduced (to not less than zero) by (ii) the
portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date that is allocable to such REMIC II Regular Interest. For purposes of the
foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date shall be allocated: (i) to REMIC II Regular Interest GLC, in
the amount equal to the portion, if any, of such Net Aggregate Prepayment
Interest Shortfall that was allocated to REMIC I Regular Interest GLC-2 pursuant
to Section 2.10(g); (ii) to REMIC II Regular Interest RCKB, in the amount equal
to the portion, if any, of such Net Aggregate Prepayment Interest Shortfall that
was allocated to REMIC I Regular Interest RCKB-2 pursuant to Section 2.10(g);
and (iii) to each other REMIC II Regular Interest, in an amount equal to the
lesser of (A) the Interest Accrual Amount with respect to the subject REMIC II
Regular Interest for the related Interest Accrual Period and (B) the product of
(1) the entire amount of such Net Aggregate Prepayment Interest Shortfall
(exclusive of any portion thereof that is allocable to the REMIC II Regular
Interest GLC and/or the REMIC II Regular Interest RCKB), multiplied by (2) a
fraction, the numerator of which is equal to the Interest Accrual Amount with
respect to the subject REMIC II Regular Interest for the related Interest
Accrual Period, and the denominator of which is equal to the aggregate Interest
Accrual Amount with respect to all the REMIC II Regular Interests (exclusive of
the REMIC II Regular Interest GLC and the REMIC II Regular Interest RCKB) for
the related Interest Accrual Period. If the entire Current Interest Distribution
Amount with respect to any REMIC II Regular Interest for any Distribution Date
is not deemed distributed to REMIC III, as the holder of such REMIC II Regular
Interest, on such Distribution Date pursuant to Section 4.01(k), then the unpaid
portion of such Current Interest Distribution Amount shall be added to, and be
payable as part of, the Carryforward Interest Distribution Amount with respect
to such REMIC II Regular Interest for future Distribution Dates. The
"Carryforward Interest Distribution Amount" with respect to any REMIC II Regular
Interest for any Distribution Date shall be


                                     -115-

<PAGE>

an amount equal to the excess, if any, of (i) all Current Interest Distribution
Amounts with respect to such REMIC II Regular Interest for all prior
Distribution Dates, if any, over (ii) the total amount of interest deemed
distributed to REMIC III with respect to such REMIC II Regular Interest on all
such prior Distribution Dates, if any, pursuant to Section 4.01(k).

          (h) Solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC II Regular
Interest shall be the Rated Final Distribution Date.

          (i) The REMIC II Residual Interest shall not have a principal balance
and shall not bear interest.

          SECTION 2.13. Conveyance of the REMIC II Regular Interests; Acceptance
                        of the REMIC II Regular Interests by Trustee.

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all of its right, title and interest in and to the REMIC II Regular Interests to
the Trustee for the benefit of the Holders of the REMIC III Regular Interest
Certificates and the Class R Certificates. The Trustee acknowledges the
assignment to it of the REMIC II Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all present
and future Holders of the REMIC III Regular Interest Certificates and the Class
R Certificates.

          SECTION 2.14. Creation of REMIC III; Issuance of the REMIC III Regular
                        Interest Certificates, the Group A-X REMIC III Regular
                        Interests, the Group A-SP REMIC III Regular Interests,
                        the REMIC III Residual Interest and the Class R
                        Certificates; Certain Matters Involving REMIC III.

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of the REMIC II Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC III". The Closing Date is hereby designated as the "Startup
Day" of REMIC III within the meaning of Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment of the REMIC II Regular Interests
to the Trustee pursuant to Section 2.13 and in exchange therefor, the Group A-X
REMIC III Regular Interests, the Group A-SP REMIC III Regular Interests and the
REMIC III Residual Interest shall be issued, and the Trustee shall execute, and
the Certificate Registrar shall authenticate and deliver, to or upon the order
of the Depositor, the REMIC III Regular Interest Certificates and the Class R
Certificates in authorized denominations. There shall be 22 Classes of REMIC III
Regular Interest Certificates. The Class A-X Certificates shall collectively
represent all of the Group A-X REMIC III Regular Interests. The Class A-SP
Certificates shall collectively represent all of the Group A-SP REMIC III
Regular Interests. The REMIC III Residual Interest, together with each Loan
REMIC Residual Interest, the REMIC I Residual Interest and the REMIC II Residual
Interest, shall be evidenced by the Class R Certificates. The interests
evidenced by the REMIC III Regular Interest Certificates, together with the
REMIC III Residual Interest, shall collectively constitute the entire beneficial
ownership of REMIC III.


                                     -116-

<PAGE>

          (c) The respective Group A-X REMIC III Regular Interests, the
respective Group A-SP REMIC III Regular Interests and the respective interests
evidenced by the various Classes of the Principal Balance Certificates shall
constitute the "regular interests" (within the meaning of Section 860G(a)(1) of
the Code), and the REMIC III Residual Interest shall constitute the sole
"residual interest" (within the meaning of Section 860G(a)(2) of the Code), in
REMIC III. None of the parties hereto, to the extent it is within the control
thereof, shall create or permit the creation of any other "interests" in REMIC
III (within the meaning of Treasury regulation section 1.860D-1(b)(1)).

          (d) The 22 Classes of the REMIC III Regular Interest Certificates will
have the following respective alphabetic or alphanumeric Class designations:
"A-X", "A-SP", "A-1", "A-2", "A-3", "A-4", "B", "C", "D", "E", "F", "G", "H",
"J", "K", "L", "M", "N", "O", "P", "GLC" and "RCKB".

          The Group A-X REMIC III Regular Interests will have the following
respective alphabetic or alphanumeric designations: "A-X-A-1-1", "A-X-A-1-2",
"A-X-A-1-3", "A-X-A-2-1", "A-X-A-2-2", "A-X-A-2-3", "A-X-A-3-1", "A-X-A-3-2",
"A-X-A-3-3", "A-X-A-4-1", "A-X-A-4-2", "A-X-B", "A-X-C", "A-X-D", "A-X-E",
"A-X-F", "A-X-G", "A-X-H", "A-X-J", "A-X-K", "A-X-L", "A-X-M", "A-X-N", "A-X-O"
"A-X-P", "A-X-GLC" and "A-X-RCKB". The Group A-X REMIC III Regular Interests
shall constitute the respective Components of the Class A-X Certificates.

          The Group A-SP REMIC III Regular Interests will have the following
respective alphabetic or alphanumeric designations: "A-SP-A-1-2", A-SP-A-1-3",
A-SP-A-2-1", A-SP-A-2-2", A-SP-A-2-3", A-SP-A-3-1", A-SP-A-3-2", A-SP-A-3-3,
A-SP-A-4-1, "A-SP-A-4-2", "A-SP-B", "A-SP-C", "A-SP-D", "A-SP-E", A-SP-F" and
"A-SP-G". The Group A-SP REMIC III Regular Interests shall constitute the
respective Components of the Class A-SP Certificates.


                                     -117-

<PAGE>

          (e) Each Class of Principal Balance Certificates shall have a Class
Principal Balance. The following table sets forth for each Class of Principal
Balance Certificates the initial Class Principal Balance thereof:

   Class        Initial Class
Designation   Principal Balance
-----------   -----------------
 Class A-1       $104,000,000
 Class A-2       $196,000,000
 Class A-3       $109,000,000
 Class A-4       $364,293,000
  Class B        $ 32,118,000
  Class C        $ 12,353,000
  Class D        $ 29,647,000
  Class E        $ 12,353,000
  Class F        $ 12,353,000
  Class G        $ 19,764,000
  Class H        $ 14,864,000
  Class J        $ 17,294,000
  Class K        $ 17,294,000
  Class L        $  4,941,000
  Class M        $ 13,589,000
  Class N        $  6,176,000
  Class O        $  4,941,000
  Class P        $ 17,294,824
 Class GLC       $  3,612,273
Class RCKB       $ 15,000,000
                 ------------

          On each Distribution Date, the Class Principal Balance of each Class
of Principal Balance Certificates shall be permanently reduced by any
distributions of principal made with respect to such Class of Certificates on
such Distribution Date pursuant to Section 4.01(a) or Section 4.01(b), as
applicable, and, further, by any Unfunded Principal Balance Reduction made with
respect to such Class of Certificates on such Distribution Date pursuant to
Section 4.04(a). Except as provided in the preceding sentence, the Class
Principal Balance of each Class of Principal Balance Certificates shall not
otherwise be increased or reduced. Distributions to the Holders of any Class of
Principal Balance Certificates in reimbursement of any Unfunded Principal
Balance Reductions with respect to such Class of Certificates shall not
constitute distributions of principal and shall not result in any reduction of
the related Class Principal Balance.

          The Interest Only Certificates shall not have principal balances. For
purposes of accruing interest, however, each Class of Interest Only Certificates
shall have a Class Notional Amount that is, as of any date of determination,
equal to: (i) in the case of the Class A-X Certificates, the total of the then
Uncertificated Principal Balances of all the REMIC II Regular Interests; and
(ii) in the case of the Class A-SP Certificates, the total of the then
Uncertificated Principal Balances of REMIC II Regular Interest A-1-2, REMIC II
Regular Interest A-1-3, REMIC II Regular Interest A-2-1, REMIC II Regular
Interest A-2-2, REMIC II Regular Interest A-2-3, REMIC II Regular Interest
A-3-1, REMIC II Regular Interest A-3-2, REMIC II Regular Interest A-3-3, REMIC
II Regular Interest A-4-1, REMIC II Regular Interest


                                     -118-

<PAGE>

A-4-2, REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II
Regular Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F and
REMIC II Regular Interest G.

          None of the Group A-X REMIC III Regular Interests or the Group A-SP
REMIC III Regular Interests shall have a principal balance. For purposes of
accruing interest, however, each of the Group A-X REMIC III Regular Interests
and the Group A-SP REMIC III Regular Interest shall have a Component Notional
Amount that is, as of any date of determination, equal to the Uncertificated
Principal Balance of its Corresponding REMIC II Regular Interest.

          (f) Each Class of REMIC III Regular Interest Certificates shall have
or be deemed to have a Pass-Through Rate, and each of the Group A-X REMIC III
Regular Interests and the Group A-SP REMIC III Regular Interests shall have a
REMIC III Remittance Rate.

          Each Class of Principal Balance Certificates identified in the
following table shall, for each and every Interest Accrual Period, have the
fixed Pass-Through Rates set forth next to its alphabetic or alphanumeric, as
the case may be, Class designation:

Class   Pass-Through Rate
-----   -----------------
 A-1     3.006% per annum
 A-2     3.861% per annum
 A-3     4.666% per annum
 A-4     4.801% per annum
  B      4.918% per annum
  C      4.958% per annum
  D      5.027% per annum
  E      5.118% per annum
  J      4.898% per annum
  K      4.898% per annum
  L      4.898% per annum
  M      4.898% per annum
  N      4.898% per annum
  O      4.898% per annum
  P      4.898% per annum

          The Pass-Through Rate with respect to the Class F Certificates for any
Interest Accrual Period shall equal the lesser of (i) 5.641% per annum and (ii)
the REMIC II Remittance Rate with respect to REMIC II Regular Interest F for
such Interest Accrual Period.

          The Pass-Through Rate with respect to the Class G Certificates for any
Interest Accrual Period shall equal the lesser of (i) 5.744% per annum and (ii)
the REMIC II Remittance Rate with respect to REMIC II Regular Interest G for
such Interest Accrual Period.

          The Pass-Through Rate with respect to the Class H Certificates for any
Interest Accrual Period shall equal the REMIC II Remittance Rate with respect to
REMIC II Regular Interest H for such Interest Accrual Period.


                                     -119-

<PAGE>

          The Pass-Through Rate with respect to the Class GLC Certificates for
any Interest Accrual Period shall equal the REMIC II Remittance Rate with
respect to REMIC II Regular Interest GLC for such Interest Accrual Period.

          The Pass-Through Rate with respect to the Class RCKB Certificates for
any Interest Accrual Period shall equal the REMIC II Remittance Rate with
respect to REMIC II Regular Interest RCKB for such Interest Accrual Period.

          The Pass-Through Rate for the Class A-X Certificates for any Interest
Accrual Period shall be deemed to equal the weighted average, expressed as a
percentage and rounded to ten decimal places, of the respective REMIC III
Remittance Rates in effect for all of the Group A-X REMIC III Regular Interests
for such Interest Accrual Period, weighted on the basis of the respective
Component Notional Amounts of the Group A-X REMIC III Regular Interests
immediately prior to the related Distribution Date.

          The REMIC III Remittance Rate with respect to any Group A-X REMIC III
Regular Interest for any Interest Accrual Period shall equal the excess, if any,
of (i) the REMIC II Remittance Rate in effect during such Interest Accrual
Period for the Corresponding REMIC II Regular Interest in respect of such Group
A-X REMIC III Regular Interest, over (ii) the Adjusted REMIC II Remittance Rate
in effect during such Interest Accrual Period for the Corresponding REMIC II
Regular Interest in respect of such Group A-X REMIC III Regular Interest.

          The Pass-Through Rate for the Class A-SP Certificates for any Interest
Accrual Period shall be deemed to equal the weighted average, expressed as a
percentage and rounded to ten decimal places, of the respective REMIC III
Remittance Rates in effect for all of the Group A-SP REMIC III Regular Interests
for such Interest Accrual Period, weighted on the basis of the respective
Component Notional Amounts of the Group A-SP REMIC III Regular Interests
immediately prior to the related Distribution Date.

          The REMIC III Remittance Rate with respect to any of the Group A-SP
REMIC III Regular Interests for any Interest Accrual Period shall be as follows:

               (i) if such Interest Accrual Period occurs from and including
     April 2003 through and including March 2010, a rate per annum equal to the
     excess, if any, of (A) the lesser of the REMIC II Remittance Rate and the
     Adjusted REMIC II Remittance Rate in effect during such Interest Accrual
     Period for the Corresponding REMIC II Regular Interest in respect of such
     Group A-SP REMIC III Regular Interest, over (B) the Net Adjusted REMIC II
     Remittance Rate in effect during such Interest Accrual Period for the
     Corresponding REMIC II Regular Interest in respect of such Group A-SP REMIC
     III Regular Interest; and

               (ii) if such Interest Accrual Period occurs after March 2010, 0%
     per annum.

          (g) Each Class of REMIC III Regular Interest Certificates shall bear
interest, and such interest shall commence accruing on April 1, 2003. In the
case of each Class of REMIC III Regular Interest Certificates, such interest
shall be calculated on a 30/360 Basis and, during each Interest Accrual Period,
shall accrue at the Pass-Through Rate with respect to such Class of Certificates
for such Interest Accrual Period on the Class Principal Balance (or, in the case
of a Class of Interest Only Certificates, the Class Notional Amount) of such
Class of Certificates outstanding immediately prior to


                                      -120-

<PAGE>

the related Distribution Date. Accordingly, the total amount of such interest
accrued with respect to any Class of REMIC III Regular Interest Certificates
during any Interest Accrual Period (herein referred to as the "Interest Accrual
Amount" with respect to such Class of Certificates for such Interest Accrual
Period) shall equal 1/12 of the product of (i) the Pass-Through Rate with
respect to such Class of Certificates for such Interest Accrual Period,
multiplied by (ii) the Class Principal Balance (or, in the case of a Class of
Interest Only Certificates, the Class Notional Amount) of such Class of
Certificates outstanding immediately prior to the related Distribution Date. The
portion of the Interest Accrual Amount with respect to a Class of Interest Only
Certificates for any Interest Accrual Period that is attributable to any
particular Component of such Class of Certificates shall be an amount (herein
referred to as the "Interest Accrual Amount" with respect to such Component for
such Interest Accrual Period) equal to 1/12 of the product of (i) the REMIC III
Remittance Rate with respect to such Component for such Interest Accrual Period,
multiplied by (ii) the Component Notional Amount of such Component immediately
prior to the related Distribution Date.

          The Class A-SP Certificates and the respective Group A-SP REMIC III
Regular Interests shall cease to accrue interest after the end of the March 2010
Interest Accrual Period.

          The portion of the Interest Accrual Amount with respect to any Class
of REMIC III Regular Interest Certificates for any Interest Accrual Period that
shall be distributable to the Holders of such Class of Certificates on the
related Distribution Date pursuant to Section 4.01(a) or Section 4.01(b), as
applicable, shall be an amount (herein referred to as the "Current Interest
Distribution Amount" with respect to such Class of Certificates for the related
Distribution Date) equal to (i) the Interest Accrual Amount with respect to such
Class of Certificates for the related Interest Accrual Period, reduced (to not
less than zero) by (ii) the portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date that is allocable to such Class of
Certificates. For purposes of the foregoing, the Net Aggregate Prepayment
Interest Shortfall, if any, for each Distribution Date shall be allocated: (i)
to the Class GLC Certificates, in an amount equal to the portion, if any, of
such Net Aggregate Prepayment Interest Shortfall that was allocated to REMIC II
Regular Interest GLC pursuant to Section 2.12(g); (ii) to the Class RCKB
Certificates, in an amount equal to the portion, if any, of such Net Aggregate
Prepayment Interest Shortfall that was allocated to REMIC II Regular Interest
RCKB pursuant to Section 2.12(g); and (iii) to each other Class of REMIC III
Regular Interest Certificates, in an amount equal to the lesser of (A) the
Interest Accrual Amount with respect to the subject Class of REMIC III Regular
Interest Certificates for the related Interest Accrual Period and (B) the
product of (1) the entire amount of such Net Aggregate Prepayment Interest
Shortfall (exclusive of any portion thereof that is allocable to the Class GLC
and/or Class RCKB Certificates), multiplied by (2) a fraction, the numerator of
which is equal to the Interest Accrual Amount with respect to the subject Class
of REMIC III Regular Interest Certificates for the related Interest Accrual
Period, and the denominator of which is equal to the aggregate Interest Accrual
Amount with respect to all the Classes of REMIC III Regular Interest
Certificates (exclusive of the Class GLC and RCKB Certificates) for the related
Interest Accrual Period. The portion of the Current Interest Distribution Amount
with respect to a Class of Interest Only Certificates for any Distribution Date
that is attributable to any particular Component of such Class of Certificates
shall be an amount (herein referred to as the "Current Interest Distribution
Amount" with respect to such Component for such Distribution Date) equal to (i)
the Interest Accrual Amount with respect to such Component for the related
Interest Accrual Period, reduced (to not less than zero) by (ii) such
Component's share of the portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date that is allocable to such Class of
Certificates. For purposes of the foregoing, any portion of the Net Aggregate
Prepayment Interest Shortfall for any Distribution Date that is allocated to


                                      -121-

<PAGE>

a Class of Interest Only Certificates shall, in turn, be allocated among the
Components of such Class of Certificates on a pro rata basis in accordance with
their respective Interest Accrual Amounts for the related Interest Accrual
Period.

          If the entire Current Interest Distribution Amount with respect to any
Class of REMIC III Regular Interest Certificates for any Distribution Date is
not distributed to the Holders thereof on such Distribution Date pursuant to
Section 4.01(a) or Section 4.01(b), as applicable, then the unpaid portion of
such Current Interest Distribution Amount shall be added to, and be payable as
part of, the Carryforward Interest Distribution Amount with respect to such
Class of Certificates for future Distribution Dates. The "Carryforward Interest
Distribution Amount" with respect to any Class of REMIC III Regular Interest
Certificates for any Distribution Date shall be an amount equal to the excess,
if any, of (i) all Current Interest Distribution Amounts with respect to such
Class of Certificates for all prior Distribution Dates, if any, over (ii) the
total amount of interest distributed to the Holders of such Class of
Certificates on all such prior Distribution Dates, if any, pursuant to Section
4.01(a) or Section 4.01(b), as applicable. The portion of the Carryforward
Interest Distribution Amount with respect to a Class of Interest Only
Certificates for any Distribution Date that is attributable to any particular
Component of such Class of Certificates shall be an amount (herein referred to
as the "Carryforward Interest Distribution Amount" with respect to such
Component for such Distribution Date) equal to the excess, if any, of (i) all
Current Interest Distribution Amounts with respect to such Component for all
prior Distribution Dates, if any, over (ii) the total amount of interest deemed
distributed to the Holders of such Class of Certificates with respect to such
Component on all such prior Distribution Dates, if any, pursuant to Section
4.01(a).

          (h) Solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each Class of
Principal Balance Certificates, for each Component of the Class A-X Certificates
and for each Component of the Class A-SP Certificates shall be the Rated Final
Distribution Date.

          (i) The REMIC III Residual Interest shall not have a principal balance
and shall not bear interest.

          SECTION 2.15. Acceptance of Grantor Trusts by Trustee; Issuance of the
                        Class V-1, Class V-2, Class V-3 and Class V-4
                        Certificates.

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of any collections of Post-ARD Additional Interest received
on the Pooled ARD Mortgage Loans and/or any successor Pooled REO Loans with
respect thereto shall constitute a Grantor Trust for federal income tax purposes
and, further, that such segregated pool of assets be designated as "Grantor
Trust V-1/2". The Trustee, by its execution and delivery hereof, acknowledges
the assignment to it of the assets of Grantor Trust V-1/2 and declares that it
holds and will hold such assets in trust for the exclusive use and benefit of
all present and future Holders of the Class V-1 and Class V-2 Certificates.
Concurrently with the assignment to it of the assets included in Grantor Trust
V-1/2, the Trustee shall execute, and the Certificate Registrar shall
authenticate and deliver, to or upon the order of the Depositor, the Class V-1
and Class V-2 Certificates in authorized denominations evidencing the entire
beneficial ownership of Grantor Trust V-1/2. The rights of the Holders of the
Class V-1 and Class V-2 Certificates to receive distributions from the proceeds
of Grantor Trust V-1/2, and all ownership interests of such Holders in and to
such distributions, shall be as set forth in this Agreement.


                                      -122-

<PAGE>

          (b) It is the intention of the parties hereto that the segregated pool
of assets consisting of any RCKB Extra Interest collected with respect to the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan and/or any successor Pooled REO
Loan with respect thereto, shall constitute a Grantor Trust for federal income
tax purposes and, further, that such segregated pool of assets be designated as
"Grantor Trust V-3/4". The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the assets of Grantor Trust V-3/4 and
declares that it holds and will hold such assets in trust for the exclusive use
and benefit of all present and future Holders of the Class V-3 and Class V-4
Certificates. Concurrently with the assignment to it of the assets included in
Grantor Trust V-3/4, the Trustee shall execute, and the Certificate Registrar
shall authenticate and deliver, to or upon the order of the Depositor, the Class
V-3 and Class V-4 Certificates in authorized denominations evidencing the entire
beneficial ownership of Grantor Trust V-3/4. The rights of the Holders of the
Class V-3 and Class V-4 Certificates to receive distributions from the proceeds
of Grantor Trust V-3/4, and all ownership interests of such Holders in and to
such distributions, shall be as set forth in this Agreement.

          (c) It is the intention of the parties hereto that the segregated pool
of assets consisting of the Additional Sully Place Yield Maintenance Contract
Right and any Additional Sully Place Yield Maintenance Amount actually collected
in connection with the repurchase of the Sully Place Pooled Mortgage Loan as a
result of an Early Defeasance with respect thereto shall constitute a Grantor
Trust for federal income tax purposes and, further, that such segregated pool of
assets be designated as "Grantor Trust SPPML". The Trustee, by its execution and
delivery hereof, acknowledges the assignment to it of the assets of Grantor
Trust SPPML and declares that it holds and will hold such assets in trust for
the exclusive use and benefit of all present and future Holders of the Class A-X
Certificates. The Class A-X Certificates shall evidence the entire beneficial
ownership of Grantor Trust SPPML. The rights of the Holders of the Class A-X
Certificates to receive distributions from the proceeds of Grantor Trust SPPML,
and all ownership interests of such Holders in and to such distributions, shall
be as set forth in this Agreement.

          (d) It is the intention of the parties hereto that the segregated pool
of assets consisting of the Excess Servicing Strip shall constitute a Grantor
Trust for federal income tax purposes and such interest shall not be
certificated and shall be subject to the provisions of Section 3.11(a) hereto.


                                      -123-

<PAGE>

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

          SECTION 3.01. Administration of the Mortgage Loans and REO Properties.

          (a) Each of the Master Servicer and the Special Servicer shall service
and administer the Mortgage Loans and any REO Properties that it is obligated to
service and administer pursuant to this Agreement, for the benefit of the
Certificateholders (as a collective whole) (or, in the case of the Great Lakes
Crossing Total Mortgage Loan, the Certificateholders and the holder of the Great
Lakes Crossing Companion Mortgage Loan (as a collective whole) or, in the case
of an A/B Mortgage Loan Pair, the Certificateholders and the related B-Note
Mortgage Loan Holder (as a collective whole)), in accordance with: (i) any and
all applicable laws; (ii) the express terms of this Agreement and the respective
Mortgage Loan Documents (including, in the case of each A/B Mortgage Loan Pair,
the related A/B Intercreditor Agreement and, in the case of the Great Lakes
Crossing Total Mortgage Loan, the Great Lakes Crossing Intercreditor Agreement);
and (iii) to the extent consistent with the foregoing, the Servicing Standard.
Without limiting the foregoing, but subject to Section 3.21, (i) the Master
Servicer shall service and administer all Performing Mortgage Loans, and (ii)
the Special Servicer shall service and administer (x) each Pooled Mortgage Loan
as to which a Servicing Transfer Event has occurred and is continuing (and, if
such Pooled Mortgage Loan is a Pooled A-Note Mortgage Loan, and further if an
A/B Material Default has occurred and is continuing under the related A/B
Intercreditor Agreement, then also the related B-Note Mortgage Loan), (y) the
Great Lakes Crossing Companion Mortgage Loan, if a Servicing Transfer Event has
occurred and is continuing with respect thereto, and (z) each REO Property;
provided that the Master Servicer shall continue to collect information and
prepare all reports to the Trustee, the holder of the Great Lakes Crossing
Companion Mortgage Loan and the B-Note Mortgage Loan Holders required of the
Master Servicer hereunder with respect to Specially Serviced Mortgage Loans and
REO Properties, and shall render such other incidental services, as shall be
required of the Master Servicer hereunder with respect to Specially Serviced
Mortgage Loans and REO Properties as are specifically provided for herein; and
provided, further, that the Special Servicer shall render such incidental
services with respect to Performing Mortgage Loans as are specifically provided
for herein.

          (b) Subject to Section 3.01(a) and any other limitations expressly set
forth herein, the Master Servicer and the Special Servicer shall each have full
power and authority, acting alone or through Sub-Servicers, to do or cause to be
done any and all things in connection with such servicing and administration
which it may deem necessary or desirable. Without limiting the generality of the
foregoing, each of the Master Servicer (with respect to Performing Mortgage
Loans) and the Special Servicer (with respect to Specially Serviced Mortgage
Loans), in its own name or in the name of the Trustee, is hereby authorized and
empowered by the Trustee to execute and deliver, on behalf of the
Certificateholders, the holder of the Great Lakes Crossing Companion Mortgage
Loan, the B-Note Mortgage Loan Holders and the Trustee or any of them: (i) any
and all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien created by any Mortgage or other
security document in the related Mortgage File on the related Mortgaged Property
and other related collateral; (ii) any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments; and (iii) subject to Sections
3.08, 3.20 and 3.24, any and all assumptions, modifications, waivers,


                                      -124-

<PAGE>

substitutions, extensions, amendments and consents. Subject to Section 3.10, the
Trustee shall, at the written request of a Servicing Officer of the Master
Servicer or the Special Servicer, furnish, or cause to be so furnished, to the
Master Servicer or the Special Servicer, as appropriate, any limited powers of
attorney and other documents (each of which shall be prepared by the Master
Servicer or the Special Servicer, as the case may be) necessary or appropriate
to enable it to carry out its servicing and administrative duties hereunder;
provided that the Trustee shall not be held liable for any misuse of any such
power of attorney by the Master Servicer or the Special Servicer.

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

          (d) In the event that there shall occur an A/B Material Default with
respect to any A/B Mortgage Loan Pair, and for so long as such A/B Material
Default shall be continuing, the Master Servicer and the Special Servicer shall
be obligated to service and administer, subject to the terms and conditions of
the related A/B Intercreditor Agreement, the related B-Note Mortgage Loan, on
behalf of the related B-Note Mortgage Loan Holder, and during any such period,
all references herein to "Mortgage Loan" and all references herein to "Specially
Serviced Mortgage Loan" shall include a B-Note Mortgage Loan that is being
serviced under this Agreement. It is understood and agreed that an A/B Material
Default shall constitute a Servicing Transfer Event with respect to the related
Pooled A-Note Mortgage Loan.

          (e) For so long as the Great Lakes Crossing Pooled Mortgage Loan or
any related REO Property is part of the Trust Fund, the Master Servicer and the
Special Servicer shall be obligated to service and administer, subject to the
terms and conditions of the Great Lakes Crossing Intercreditor Agreement, the
Great Lakes Crossing Companion Mortgage Loan (or any successor Companion REO
Loan with respect thereto), on behalf of the holder of the Great Lakes Crossing
Companion Mortgage Loan, and during any such period, all references herein to
"Mortgage Loan" and, if a Servicing Transfer Event exists, all references herein
to "Specially Serviced Mortgage Loan" shall include the Great Lakes Crossing
Companion Mortgage Loan while it is being serviced under this Agreement. In
addition, for so long as the Great Lakes Crossing Pooled Mortgage Loan or any
related REO Property is part of the Trust Fund, the Master Servicer (if the
Great Lakes Crossing Pooled Mortgage Loan is a Performing Pooled Mortgage Loan)
and the Special Servicer (if the Great Lakes Crossing Pooled Mortgage Loan is a
Specially Serviced Pooled Mortgage Loan or if the Great Lakes Crossing Mortgaged
Property has become an REO Property) shall perform the obligations of the "A-1
Noteholder" under the Great Lakes Crossing Intercreditor Agreement. If the Great
Lakes Crossing Companion Mortgage Loan should be securitized, and rated
securities should be issued in connection therewith, then with respect to each
action hereunder relating to the Great Lakes Crossing Pooled Mortgage Loan or
any related REO Property that requires the Master Servicer or the Special
Servicer to obtain written confirmation from either Rating Agency that such
action will not result in an Adverse Rating Event, the Master Servicer or the
Special Servicer, as the case may be, shall also obtain written confirmation (at
the expense of the related Borrower or such other securitization and not of the
Trust Fund) from each rating agency that has assigned a rating to the securities
backed by the Great Lakes Crossing Companion Mortgage Loan that the subject
action will likewise not result in a qualification, downgrade or withdrawal of
any rating assigned to such securities backed by the Great Lakes Crossing
Companion Mortgage Loan.


                                      -125-

<PAGE>

          (f) The Special Servicer hereunder shall collectively consist of: (i)
the party hereunder responsible for performing the duties of Special Servicer
with respect to the Great Lakes Crossing Total Mortgage Loan and any related REO
Property (the "GLCTML Special Servicer"); and (ii) the party hereunder
responsible for performing the duties of Special Servicer with respect to the
rest of the Mortgage Pool and any other REO Properties (the "General Special
Servicer"). For so long as the same party acts as both GLCTML Special Servicer
and as General Special Servicer, the term "Special Servicer" shall mean the
GLCTML Special Servicer and the General Special Servicer, collectively. However,
if different parties shall ever act hereunder as the GLCTML Special Servicer and
the General Special Servicer, respectively, then, unless the context clearly
requires otherwise: (i) when used in the context of imposing duties and
obligations on the Special Servicer hereunder or the performance of such duties
and obligations, the term "Special Servicer" shall mean the GLCTML Special
Servicer, insofar as such duties and obligations relate to the Great Lakes
Crossing Total Mortgage Loan or any related REO Property, and shall mean the
General Special Servicer, in all other cases (provided that, in Section 3.13,
Section 3.14 and Section 3.15, the term "Special Servicer" shall mean each of
the GLCTML Special Servicer and the General Special Servicer); (ii) when used in
the context of identifying the recipient of any information, funds, documents,
instruments and/or other items, the term "Special Servicer" shall mean the
GLCTML Special Servicer, insofar as such information, funds, documents,
instruments and/or other items relate to the Great Lakes Crossing Total Mortgage
Loan or any related REO Property, and shall mean the General Special Servicer,
in all other cases; (iii) when used in the context of granting the Special
Servicer the right to purchase Specially Designated Defaulted Pooled Mortgage
Loans pursuant to Section 3.18, the term "Special Servicer" shall mean the
GLCTML Special Servicer, if such Specially Designated Defaulted Pooled Mortgage
Loan is the Great Lakes Crossing Pooled Mortgage Loan, and shall mean the
General Special Servicer, in all other cases; (iv) when used in the context of
granting the Special Servicer the right to purchase all of the Pooled Mortgage
Loans and any REO Properties remaining in the Trust Fund pursuant to Section
9.01, the term "Special Servicer" shall mean the General Special Servicer only;
(v) when used in the context of granting the Special Servicer any protections,
limitations on liability, immunities and/or indemnities hereunder, the term
"Special Servicer" shall mean each of the GLCTML Special Servicer and the
General Special Servicer; and (vi) when used in the context of requiring
indemnification from, imposing liability on, or exercising any remedies against,
the Special Servicer for any breach of a representation, warranty or covenant
hereunder or for any negligence, bad faith or willful misconduct in the
performance of duties and obligations hereunder or any negligent disregard of
such duties and obligations or otherwise holding the Special Servicer
responsible for any of the foregoing, the term "Special Servicer" shall mean the
GLCTML Special Servicer or the General Special Servicer, as applicable. Unless
the same party is, or affiliated parties are, acting as the GLCTML Special
Servicer and the General Special Servicer, the GLCTML Special Servicer and the
General Special Servicer shall not be responsible for the actions of the other.

          SECTION 3.02. Collection of Mortgage Loan Payments.

          (a) The Master Servicer, with respect to each Performing Mortgage
Loan, and the Special Servicer, with respect to each Specially Serviced Mortgage
Loan, shall undertake reasonable efforts to collect all payments called for
under the terms and provisions of the Mortgage Loans and, in connection
therewith, shall follow such collection procedures as are consistent with
applicable law, the express terms of this Agreement and the related Mortgage
Loan Documents and, to the extent consistent with the foregoing, the Servicing
Standard; provided that the Master Servicer shall not, with respect to any ARD
Mortgage Loan after its Anticipated Repayment Date, take any enforcement action
with


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respect to the payment of Post-ARD Additional Interest (other than the making of
requests for its collection), and the Special Servicer may do so with respect to
any Specially Serviced Mortgage Loan that is an ARD Mortgage Loan only if (i)
the taking of an enforcement action with respect to the payment of other amounts
due under such Mortgage Loan is, in the reasonable judgment of the Special
Servicer, and without regard to such Post-ARD Additional Interest, also
necessary, appropriate and consistent with the Servicing Standard or (ii) all
other amounts due under such Mortgage Loan have been paid, the payment of such
Post-ARD Additional Interest has not been forgiven in accordance with Section
3.20 and, in the reasonable judgment of the Special Servicer, the Liquidation
Proceeds expected to be recovered in connection with such enforcement action
will cover the anticipated costs of such enforcement action and, if applicable,
any associated Advance Interest. Consistent with the foregoing, the Master
Servicer (as to a Performing Mortgage Loan) and the Special Servicer (as to a
Specially Serviced Mortgage Loan) may each waive any Default Charges in
connection with any specific delinquent payment on such Mortgage Loan.

          (b) At least ninety days prior to the maturity date of each Performing
Mortgage Loan that is a Balloon Mortgage Loan, the Master Servicer shall send a
notice to the related Borrower of such maturity date (with a copy to be sent to
the Special Servicer) and shall request confirmation that the Balloon Payment
will be paid by such maturity date.

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

          (a) The Master Servicer shall establish and maintain one or more
accounts ("Servicing Accounts"), in which all Escrow Payments received by it
with respect to the Mortgage Loans, shall be deposited and retained. Subject to
any terms of the related Mortgage Loan Documents that specify the nature of the
account in which Escrow Payments shall be held, each Servicing Account shall be
an Eligible Account. As and to the extent consistent with the Servicing
Standard, applicable law and the related Mortgage Loan Documents, the Master
Servicer may make withdrawals from the Servicing Accounts, and may apply Escrow
Payments held therein with respect to any Mortgage Loan (together with interest
earned thereon), only as follows: (i) to effect the payment of real estate
taxes, assessments, insurance premiums (including, premiums on any Environmental
Insurance Policy), ground rents (if applicable) and comparable items in respect
of the related Mortgaged Property; (ii) to reimburse the Master Servicer, the
Special Servicer, the Trustee or any Fiscal Agent, as applicable, for any
unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan
to cover any of the items described in the immediately preceding clause (i);
(iii) to refund to the related Borrower any sums as may be determined to be
overages; (iv) to pay interest or other income, if required and as described
below, to the related Borrower on balances in the Servicing Account (or, if and
to the extent not payable to the related Borrower to pay such interest or other
income (up to the amount of any Net Investment Earnings in respect of such
Servicing Account for each related Investment Period) to the Master Servicer);
(v) after an event of default, to pay the principal of, accrued interest on and
any other amounts payable with respect to such Mortgage Loan; or (vi) to clear
and terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01. The Master Servicer shall pay or cause to be paid
to the relevant Borrowers interest and other income, if any, earned on the
investment of funds in Servicing Accounts maintained thereby, if and to the
extent required by law or the terms of the related Mortgage Loan Documents. If
the Master Servicer shall deposit in a Servicing Account any amount not required
to be deposited therein, it may at any time withdraw such amount from such
Servicing Account, any provision herein to the contrary notwithstanding.
Promptly after any


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Escrow Payments are received by the Special Servicer from any Borrower, and in
any event within two Business Days after any such receipt, the Special Servicer
shall remit such Escrow Payments to the Master Servicer for deposit in the
applicable Servicing Account(s).

          (b) The Master Servicer shall as to each Mortgage Loan (including each
Specially Serviced Mortgage Loan) (i) maintain accurate records with respect to
the related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and
the status of insurance premiums and any ground rents payable in respect thereof
and (ii) use reasonable efforts consistent with the Servicing Standard to
obtain, from time to time, all bills for the payment of such items (including
renewal premiums) and effect payment thereof prior to the applicable penalty or
termination date. For purposes of effecting any such payment with respect to any
Mortgage Loan, the Master Servicer shall apply Escrow Payments as allowed under
the terms of the related Mortgage Loan Documents; provided that if such Mortgage
Loan does not require the related Borrower to escrow for the payment of real
estate taxes, assessments, insurance premiums, ground rents (if applicable) and
similar items, the Master Servicer (or, if such Mortgage Loan is a Specially
Serviced Mortgage Loan, the Special Servicer) shall, subject to and in
accordance with the Servicing Standard, enforce the requirement of the related
Mortgage that the Borrower make payments in respect of such items at the time
they first become due.

          (c) In accordance with the Servicing Standard, but subject to Section
3.11(h), the Master Servicer shall make a Servicing Advance with respect to each
Mortgaged Property (including each Mortgaged Property relating to a Specially
Serviced Mortgage Loan) all such funds as are necessary for the purpose of
effecting the timely payment of (i) real estate taxes, assessments and other
similar items, (ii) ground rents (if applicable), and (iii) premiums on
Insurance Policies (including, premiums on any Environmental Insurance Policy),
in each instance prior to the applicable penalty or termination date if and to
the extent that (x) Escrow Payments (if any) collected from the related Borrower
are insufficient to pay such item when due, and (y) the related Borrower has
failed to pay such item on a timely basis; provided that, in the case of amounts
described in the preceding clause (i), the Master Servicer shall not make a
Servicing Advance of any such amount if the Master Servicer reasonably
anticipates (in accordance with the Servicing Standard) that such amounts will
be paid by the related Borrower on or before the applicable penalty date, in
which case the Master Servicer shall use its best efforts consistent with the
Servicing Standard to confirm whether such amounts have been paid and, subject
to Section 3.11(h), shall make a Servicing Advance of such amounts, if
necessary, not later than five Business Days following confirmation by the
Master Servicer that such amounts have not been paid by the applicable penalty
date; and provided further that all Servicing Advances made in respect of the
Great Lakes Crossing Total Mortgage Loan (or any related REO Property) shall be
deemed made on a pro rata basis (by balance) on the Great Lakes Crossing Pooled
Mortgage Loan (or any successor Pooled REO Loan with respect thereto) and the
Great Lakes Crossing Companion Mortgage Loan (or any successor Companion REO
Loan with respect thereto). All such Advances shall be reimbursable in the first
instance from related collections from the Borrowers and further as provided in
Section 3.05(a). Any Servicing Advances made in respect of the Great Lakes
Crossing Companion Mortgage Loan shall only be reimbursable hereunder out of
amounts allocable to the Great Lakes Crossing Companion Mortgage Loan (or any
successor Companion REO Loan with respect thereto); provided that Advances made
in respect of the Great Lakes Crossing Companion Mortgage Loan may also be
reimbursed out of amounts received from the holder of the Great Lakes Crossing
Companion Mortgage Loan (or any successor Companion REO Loan with respect
thereto) as and to the extent contemplated by the Great Lakes Crossing
Intercreditor Agreement. No costs incurred by the Master Servicer in effecting
the


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payment of real estate taxes, assessments and, if applicable, ground rents on or
in respect of such Mortgaged Properties shall, for purposes hereof, including
calculating monthly distributions to Certificateholders, be added to the
respective unpaid principal balances or Stated Principal Balances of the subject
Mortgage Loan(s), notwithstanding that the terms of such Mortgage Loan(s) so
permit; provided that this sentence shall not be construed to limit the rights
of the Master Servicer or the Special Servicer on behalf of the Trust to enforce
any obligations of the related Borrower under such Mortgage Loan.

          (d) The Master Servicer shall establish and maintain one or more
accounts ("Reserve Accounts"), in which all Reserve Funds, if any, received by
it with respect to the Mortgage Loans, shall be deposited and retained. Subject
to any terms of the related Mortgage Loan Documents that specify the nature of
the account in which Reserve Funds shall be held, each Reserve Account shall be
an Eligible Account. As and to the extent consistent with the Servicing
Standard, applicable law and the related Mortgage Loan Documents, the Master
Servicer may make withdrawals from the Reserve Accounts, and may apply Reserve
Funds held therein with respect to any Mortgage Loan (together with interest
earned thereon), only as follows: (i) in the case of Reserve Funds that are
intended to cover specific costs and expenses, to pay for, or to reimburse the
related Borrower in connection with, the costs associated with the related
tenant improvements, leasing commissions, repairs, replacements, capital
improvements and/or environmental testing and remediation, litigation and/or
other special expenses at or with respect to the related Mortgaged Property for
which such Reserve Funds were intended and to refund the related Borrower any
sums as may be determined to be overages; (ii) in the case of Reserve Funds
intended to cover debt service payments, to apply amounts on deposit therein in
respect of principal and interest on such Mortgage Loan; (iii) to reimburse the
Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as
applicable, for any unreimbursed Advances made thereby with respect to such
Mortgage Loan to cover any of the items described in the immediately preceding
clauses (i) and (ii); (iv) to release such Reserve Funds to the related Borrower
if the conditions precedent for such release are satisfied or, in the case of
Earn-Out Reserve Funds, to otherwise apply such Reserve Funds in accordance with
the related Mortgage Loan Documents if the conditions precedent for such release
are not satisfied, including any requirements set forth in this Agreement; (v)
to pay interest or other income, if required and as described below, to the
related Borrower on balances in the Reserve Account (or, if and to the extent
not payable to the related Borrower, to pay such interest or other income (up to
the amount of any Net Investment Earnings in respect of such Reserve Account for
each related Investment Period) to the Master Servicer); (vi) after an event of
default, to pay the principal of, accrued interest on and any other amounts
payable with respect to such Mortgage Loan; or (vii) to clear and terminate the
Reserve Account at the termination of this Agreement in accordance with Section
9.01. If the Borrower under any Mortgage Loan delivers a Letter of Credit in
lieu of Reserve Funds, then the Master Servicer shall make draws on such Letter
of Credit at such times and for such purposes as it would have made withdrawals
from a Reserve Account and, to the extent consistent with the Servicing
Standard, applicable law and the related Mortgage Loan Documents, in order to
convert the amount of such Letter of Credit into Reserve Funds. Notwithstanding
the foregoing, the Master Servicer shall not release any Earn-Out Reserve Funds,
or return any related Letter of Credit delivered in lieu of Earn-Out Reserve
Funds, to the related Borrower, unless and until: (i) the Master Servicer has so
notified the Special Servicer in writing and has provided the Special Servicer
with any written or electronic information in the Master Servicer's possession
regarding the subject Mortgage Loan or the related Mortgaged Property that the
Special Servicer may reasonably request within ten Business Days of receiving
such written notice; and (ii) subject to Section 3.24, the Special Servicer has
consented to such release of any such Earn-Out Reserve Funds or return


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<PAGE>

of any related Letter of Credit (such consent to be given or withheld in
accordance with the Servicing Standard and to be deemed given if the Special
Servicer does not object in writing to such release of any such Earn-Out Reserve
Funds or return of any such Letter of Credit within ten Business Days after
receiving such additional information from the Master Servicer (or, if it did
not request additional information, within ten Business Days after receiving
such notice)). The Master Servicer shall pay or cause to be paid to the relevant
Borrowers interest and other income, if any, earned on the investment of funds
in the Reserve Accounts maintained thereby, if and to the extent required by law
or the terms of the related Mortgage Loan Documents. If the Master Servicer
shall deposit in a Reserve Account any amount not required to be deposited
therein, it may at any time withdraw such amount from such Reserve Account, any
provision herein to the contrary notwithstanding. Promptly after any Reserve
Funds are received by the Special Servicer from any Borrower, and in any event
within two Business Days of such receipt, the Special Servicer shall remit such
Reserve Funds to the Master Servicer for deposit in the applicable Reserve
Account(s). Any out-of-pocket expenses, including reasonable attorneys' fees and
expenses, incurred by the Master Servicer to enable the Master Servicer to make
any draw under any Letter of Credit shall constitute a Servicing Advance, and
the Master Servicer shall make reasonable efforts to recover such expenses from
the related Borrower to the extent the Borrower is required to pay such expenses
under the terms of the related Mortgage Loan(s).

          (e) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of a Mortgage Loan, the Master
Servicer shall request from the related Borrower written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of
which such plan is required to be established or completed. To the extent any
other action or remediation with respect to environmental matters is required to
have been taken or completed pursuant to the terms of a Mortgage Loan, the
Master Servicer shall request from the related Borrower written confirmation of
such action and remediations within a reasonable time after the later of the
Closing Date and the date as of which such action or remediations are required
to have been taken or completed. To the extent that a Borrower shall fail to
promptly respond to any inquiry described in this Section 3.03(e), the Master
Servicer shall notify the Trustee, the Special Servicer and the Controlling
Class Representative. The Master Servicer shall promptly notify the Trustee, the
Special Servicer and the Controlling Class Representative if the Master Servicer
shall determine that the Borrower under any Mortgage Loan has failed to perform
its obligations under such Mortgage Loan in respect of environmental matters.

          (f) Subject to applicable law and the terms of the related Mortgage
Loan Documents, funds in the Servicing Accounts and the Reserve Accounts may be
invested only in Permitted Investments in accordance with the provisions of
Section 3.06.

          SECTION 3.04. Collection Account, Distribution Account, Interest
                        Reserve Account, Excess Liquidation Proceeds Account,
                        A/B Mortgage Loan Pair Custodial Accounts and GLCTML
                        Custodial Account.

          (a) The Master Servicer shall segregate and hold all funds collected
and received by it in connection with the Mortgage Pool separate and apart from
its own respective funds and general assets. In connection therewith, the Master
Servicer shall establish and maintain one or more segregated accounts or,
subject to Section 3.04(h), sub-accounts (collectively, the "Collection
Account"), in which the funds described below are to be deposited and held on
behalf of the Trustee in trust for the benefit of the Certificateholders. Each
account that constitutes the Collection Account shall be an Eligible


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<PAGE>

Account. The Master Servicer shall deposit or cause to be deposited in the
Collection Account, within one Business Day of receipt by it (in the case of
payments by Borrowers or other collections on the Pooled Mortgage Loans) or as
otherwise required hereunder, the following payments and collections received or
made by or on behalf of the Master Servicer in respect of the Mortgage Pool
subsequent to the Closing Date (other than in respect of scheduled payments of
principal and interest due and payable on the Pooled Mortgage Loans on or before
their respective Due Dates in April 2003 (or, in the case of a Replacement
Pooled Mortgage Loan, on or before the related date of substitution), which
payments shall be delivered promptly to Column or its designee, with negotiable
instruments endorsed as necessary and appropriate without recourse, and other
than any of the amounts described in clauses (i) through (iv) below that are to
be deposited in an A/B Mortgage Loan Pair Custodial Account or the GLCTML
Custodial Account pursuant to Section 3.04(e) or Section 3.04(f), as
applicable):

               (i) all payments, from whatever source, or transfers from a debt
     service reserve account, on account of principal of such Pooled Mortgage
     Loans, including Principal Prepayments;

               (ii) all payments, from whatever source, or transfers from a debt
     service reserve account, on account of interest on the Pooled Mortgage
     Loans, including Default Interest and Post-ARD Additional Interest;

               (iii) all Prepayment Premiums, Yield Maintenance Charges and late
     payment charges received with respect to the Pooled Mortgage Loans;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received with respect to the Pooled Mortgage Loans;

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

               (vi) any amounts required to be deposited in the Collection
     Account by the Master Servicer or the Special Servicer pursuant to Section
     3.07(b) in connection with losses resulting from a deductible clause in a
     blanket or master force placed hazard insurance policy;

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

               (viii) any amounts required to be transferred to the Collection
     Account from any Purchase Price Security Deposit Account pursuant to
     Section 2.03(b);

               (ix) any amounts required to be transferred to the Collection
     Account from any Special Reserve Account pursuant to Section 2.03(e);

               (x) any amounts required to be transferred to the Collection
     Account from any A/B Mortgage Loan Pair Custodial Account pursuant to
     Section 3.04(e);

               (xi) any amounts required to be transferred to the Collection
     Account from the GLCTML Custodial Account pursuant to Section 3.04(f); and


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               (xii) insofar as they do not constitute Escrow Payments or
     Reserve Funds, any amounts relating to such Pooled Mortgage Loans paid by a
     Borrower specifically to cover items for which a Servicing Advance has been
     made or that represent a recovery of property protection expenses from a
     Borrower.

          The foregoing requirements for deposit in the Collection Account shall
be exclusive. Without limiting the generality of the foregoing, actual payments
from Borrowers in the nature of Escrow Payments, assumption fees, assumption
application fees, defeasance fees, earn-out fees, extension fees, modification
fees, charges for beneficiary statements or demands and amounts collected for
checks returned for insufficient funds, need not be deposited by the Master
Servicer in the Collection Account. The Master Servicer shall promptly deliver
to the Special Servicer any of the foregoing items received by it with respect
to any Pooled Mortgage Loan, if and to the extent that such items constitute
Additional Special Servicing Compensation. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it
may at any time withdraw such amount from the Collection Account, any provision
herein to the contrary notwithstanding.

          Upon receipt of any of the amounts described in clauses (i) through
(iv) and (xi) of the first paragraph of this Section 3.04(a) with respect to any
Pooled Mortgage Loan, the Special Servicer shall promptly, but in no event later
than one Business Day after receipt, remit such amounts to the Master Servicer
for deposit into the Collection Account (or, if and to the extent appropriate in
accordance with Section 3.04(e) or Section 3.04(f), an A/B Mortgage Loan Pair
Custodial Account or the GLCTML Custodial Account, as applicable), unless the
Special Servicer determines, consistent with the Servicing Standard, that a
particular item should not be deposited because of a restrictive endorsement.
With respect to any such amounts paid by check to the order of the Special
Servicer, the Special Servicer shall endorse such check to the order of the
Master Servicer (in its capacity as such), without recourse, representation or
warranty, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of
a restrictive endorsement. Any such amounts received by the Special Servicer
with respect to an REO Property shall be deposited by the Special Servicer into
the REO Account and remitted to the Master Servicer for deposit into the
Collection Account (or, if and to the extent appropriate in accordance with
Section 3.04(e) or Section 3.04(f), an A/B Mortgage Loan Pair Custodial Account
or the GLCTML Custodial Account, as applicable) pursuant to Section 3.16(c).

          (b) The Trustee shall establish and maintain one or more segregated
accounts (or, subject to Section 3.04(h), sub-accounts) (collectively, the
"Distribution Account"), to be held in trust for the benefit of the
Certificateholders. Each account that constitutes the Distribution Account shall
be an Eligible Account. The Trustee shall, as a bookkeeping matter, establish
and maintain four sub-accounts of the Distribution Account (i) one of which
sub-accounts (such sub-account, the "REMIC Sub-Account") shall be deemed to be
held in trust for the benefit of the Holders of the REMIC III Regular Interest
Certificates and the Class R Certificates, (ii) one of which sub-accounts (such
sub-account, the "Class V-1/2 Sub-Account") shall be deemed to be held in trust
for the benefit of the Holders of the Class V-1 and Class V-2 Certificates,
(iii) one of which sub-accounts (such sub-account, the "Class V-3/4
Sub-Account") shall be deemed to be held in trust for the benefit of the Holders
of the Class V-3 and Class V-4 Certificates, and (iv) one of which sub-accounts
(such sub-account, the "Class A-X/SPPML Sub-Account") shall be deemed to be held
in trust for the benefit of Holders of the Class A-X Certificates. By 1:00 p.m.
(New York City time) on each Master Servicer Remittance Date, the Master
Servicer shall deliver to the Trustee, for deposit in the Distribution Account,
an aggregate


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amount of immediately available funds equal to the Master Servicer Remittance
Amount for such Master Servicer Remittance Date. Immediately upon deposit of a
Master Servicer Remittance Amount for any Master Servicer Remittance Date into
the Distribution Account, any portion thereof that represents any Post-ARD
Additional Interest related to the Pooled ARD Mortgage Loans and/or any
successor Pooled REO Loans with respect thereto shall be deemed to have been
deposited into the Class V-1/2 Sub-Account, any portion thereof that represents
RCKB Extra Interest accrued and received with respect to the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan or any successor Pooled REO Loan with respect
thereto shall be deemed to have been deposited into the Class V-3/4 Sub-Account,
any portion thereof that represents an Additional Sully Place Yield Maintenance
Amount received in connection with the repurchase of the Sully Place Pooled
Mortgage Loan as a result of an Early Defeasance with respect thereto shall be
deemed to have been deposited into the Class A-X/SPPML Sub-Account, and the
remaining portion thereof shall be deemed to have been deposited into the REMIC
Sub-Account. In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee for deposit in the Distribution Account any
P&I Advances and Compensating Interest Payments required to be made by the
Master Servicer hereunder. Furthermore, any amounts paid by any party hereto to
indemnify the Trust Fund pursuant to any provision hereof shall be delivered to
the Trustee for deposit in the Distribution Account. The Trustee shall, upon
receipt, deposit in the Distribution Account any and all amounts received or,
pursuant to Section 4.03, advanced by the Trustee or any Fiscal Agent that are
required by the terms of this Agreement to be deposited therein. As and when
required pursuant to Section 3.05(c), the Trustee shall transfer Interest
Reserve Amounts in respect of the Interest Reserve Loans from the Interest
Reserve Account to the Distribution Account. Furthermore, as and when required
pursuant to Section 3.05(d), the Trustee shall transfer monies from the Excess
Liquidation Proceeds Account to the Distribution Account. In addition, as and
when required pursuant to Section 3.06, the Trustee shall deposit in the
Distribution Account any amounts required to be deposited in the Distribution
Account by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Distribution
Account. If the Trustee shall deposit in the Distribution Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the Distribution Account, any provision herein to the contrary notwithstanding.

          (c) The Trustee shall establish and maintain one or more accounts (or,
subject to Section 3.04(h), sub-accounts) (collectively, the "Interest Reserve
Account") to be held in trust for the benefit of the Certificateholders. Each
account that constitutes the Interest Reserve Account shall be an Eligible
Account. On the Distribution Date in January (except during a leap year) and
February of each calendar year, commencing in 2004, prior to any distributions
being made with respect to the Certificates on such Distribution Date, the
Trustee shall, with respect to each Interest Reserve Loan, withdraw from the
Distribution Account and deposit in the Interest Reserve Account an amount equal
to the Interest Reserve Amount, if any, in respect of such Interest Reserve Loan
for such Distribution Date; provided that no such transfer of monies from the
Distribution Account to the Interest Reserve Account shall be made on the Final
Distribution Date. In addition, as and when required pursuant to Section 3.06,
the Trustee shall deposit in the Interest Reserve Account any amounts required
to be deposited in the Interest Reserve Account by the Trustee pursuant to
Section 3.06 in connection with losses incurred with respect to Permitted
Investments of funds held in the Interest Reserve Account.

          (d) If any Excess Liquidation Proceeds are received, the Trustee shall
establish and maintain one or more accounts (or, subject to Section 3.04(h),
sub-accounts) (collectively, the "Excess Liquidation Proceeds Account") to be
held in trust for the benefit of the Certificateholders. Each


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<PAGE>

account that constitutes the Excess Liquidation Proceeds Account shall be an
Eligible Account. On each Master Servicer Remittance Date, the Master Servicer
shall withdraw from the Collection Account and remit to the Trustee for deposit
in the Excess Liquidation Proceeds Account all Excess Liquidation Proceeds
received during the Collection Period ending on the Determination Date
immediately prior to such Master Servicer Remittance Date. In addition, as and
when required pursuant to Section 3.06, the Trustee shall deposit in the Excess
Liquidation Proceeds Account any amounts required to be deposited in the Excess
Liquidation Proceeds Account by the Trustee pursuant to Section 3.06 in
connection with losses incurred with respect to Permitted Investments of funds
held in the Excess Liquidation Proceeds Account.

          (e) If any A/B Material Default occurs and is continuing (and, as a
result, the related B-Note Mortgage Loan is being serviced hereunder), or if the
Mortgaged Property securing any A/B Mortgage Loan Pair has become an REO
Property, the Master Servicer shall establish and maintain, or cause to be
established and maintained, a A/B Mortgage Loan Pair Custodial Account, into
which the Master Servicer shall deposit or cause to be deposited on a daily
basis (and in no event later than the Business Day following its receipt of
available funds) the following payments and collections received after the
Closing Date:

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

               (ii) all payments on account of interest, including Post-ARD
     Additional Interest and Default Interest, and late payment charges on such
     A/B Mortgage Loan Pair;

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

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

               (v) any amounts required to be transferred to such A/B Mortgage
     Loan Pair Custodial Account from the REO Account pursuant to Section
     3.16(c); and

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

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


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<PAGE>

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

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

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

          (f) The Master Servicer shall establish and maintain, or cause to be
established and maintained, the GLCTML Custodial Account, into which the Master
Servicer shall deposit or cause to be deposited on a daily basis (and in no
event later than the Business Day following its receipt of available funds) the
following payments and collections received after the Closing Date:

               (i) all payments on account of principal, including Principal
     Prepayments, on the Great Lakes Crossing Total Mortgage Loan;

               (ii) all payments on account of interest, including Post-ARD
     Additional Interest and Default Interest, and late payment charges on the
     Great Lakes Crossing Total Mortgage Loan;

               (iii) all Insurance Proceeds and Condemnation Proceeds received
     in respect of the Great Lakes Crossing Total Mortgage Loan;

               (iv) all Liquidation Proceeds of the type described in clauses
     (i) and (ii) of the definition of "Liquidation Proceeds" in respect of the
     Great Lakes Crossing Total Mortgage Loan;


                                      -135-

<PAGE>

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

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

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

          As and when required pursuant to the Great Lakes Crossing
Intercreditor Agreement (and in any event during each month not later than the
Business Day following each Determination Date), the Master Servicer shall
withdraw from the GLCTML Custodial Account and pay or reimburse such amounts as
is permitted under the related Great Lakes Crossing Intercreditor Agreement for
purposes of the reimbursement of Advances, the payment of interest on Advances,
the payment of Master Servicing Fees, Special Servicing Fees, Work-out Fees,
Liquidation Fees and other permitted servicing compensation and the payment of
any other servicing expenses and fees relating to the Great Lakes Crossing
Pooled Mortgage Loan (or any successor Pooled REO Loan with respect thereto) and
the Great Lakes Crossing Companion Mortgage Loan (or any successor Companion REO
Loan with respect thereto), respectively (such payments and reimbursements to be
made in a manner consistent with how they would be made from the Collection
Account in respect of Pooled Mortgage Loans and Pooled REO Loans), and, further,
pay to the Trust, as holder of the Great Lakes Crossing Pooled Mortgage Loan
under the related Great Lakes Crossing Intercreditor Agreement, and to the
holder of the Great Lakes Crossing Companion Mortgage Loan all amounts to which
each of them is entitled in respect of the Great Lakes Crossing Pooled Mortgage
Loan (or any successor Pooled REO Loan with respect thereto) and the Great Lakes
Crossing Companion Mortgage Loan (or any successor Companion REO Loan with
respect thereto), respectively, in accordance with the related Great Lakes
Crossing Intercreditor Agreement. The foregoing payments shall be made in
accordance with the Great Lakes Crossing Intercreditor Agreement. Payments to
the Trust shall be made by transfer of the applicable funds to the Collection
Account, and payments to the holder of the Great Lakes Crossing Companion
Mortgage Loan shall be made in accordance with the Great Lakes Crossing
Intercreditor Agreement. Notwithstanding anything herein to the contrary, all
Servicing Advances made in respect of the Great Lakes Crossing Total Mortgage
Loan or any related REO Property shall be deemed to be made on a pro rata basis
(by balance) on the Great Lakes Crossing Pooled Mortgage Loan or any related
Pooled REO Loan and the Great Lakes Crossing Companion Mortgage Loan or the
related Companion REO Loan, respectively. Advances (including Servicing Advances
and P&I Advances) made or deemed made in respect of the Great Lakes Crossing
Companion Mortgage Loan (or any successor Companion REO Loan with respect
thereto) may only be reimbursed hereunder, and interest on those Advances may
only be paid hereunder, from amounts received in respect of the Great Lakes
Crossing Companion Mortgage Loan or the related Companion REO Loan; provided
that Advances made or deemed made in respect of the Great Lakes


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<PAGE>

Crossing Companion Mortgage Loan (or any successor Companion REO Loan with
respect thereto) may also be reimbursed (together with interest thereon) out of
amounts received from the holder of the Great Lakes Crossing Companion Mortgage
Loan as and to the extent contemplated by the Great Lakes Crossing Intercreditor
Agreement. No amounts may be withdrawn from the Collection Account to pay for
the reimbursement of Advances made or deemed made in respect of the Great Lakes
Crossing Companion Mortgage Loan or the related Companion REO Loan or to pay
Advance Interest on those Advances. The Master Servicer shall seek reimbursement
(with interest) from the holder of the Great Lakes Crossing Companion Mortgage
Loan for any Advances made in respect of the Great Lakes Crossing Total Mortgage
Loan or any related REO Property for which it is entitled to reimbursement
pursuant to the Great Lakes Crossing Intercreditor Agreement.

          The Master Servicer may pay itself monthly any Net Investment Earnings
with respect to the GLCTML Custodial Account for any related Investment Period.

          (g) Funds in the Collection Account, the Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Account, any A/B
Mortgage Loan Pair Custodial Account and the GLCTML Custodial Account may be
invested in Permitted Investments in accordance with the provisions of Section
3.06. The Master Servicer shall give notice to the other parties hereto of the
location of the Collection Account and the GLCTML Custodial Account as of the
Closing Date, the location of any A/B Mortgage Loan Pair Custodial Account when
first established and the new location of the Collection Account, the GLCTML
Custodial Account or any A/B Mortgage Loan Pair Custodial Account prior to any
change thereof. The Distribution Account, Interest Reserve Account and Excess
Liquidation Proceeds Account shall each be established at the Corporate Trust
Office of the Trustee, and the Trustee shall give notice to the other parties
hereto of the new location of each of the Distribution Account, Interest Reserve
Account and Excess Liquidation Proceeds Account prior to any change thereof.

          (h) Notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Master Servicer may maintain the Collection
Account, the GLCTML Custodial Account and the respective A/B Mortgage Loan Pair
Custodial Accounts as multiple separate sub-accounts of a single Eligible
Account; provided that: (i) all deposits into and withdrawals from such single
Eligible Account shall be made in the same manner as would be the case if the
Collection Account, the GLCTML Custodial Account and the respective A/B Mortgage
Loan Pair Custodial Accounts were maintained as multiple separate accounts; (ii)
all distributions on the Certificates will be calculated and made in the same
manner as would be the case if the Collection Account, the GLCTML Custodial
Account and the respective A/B Mortgage Loan Pair Custodial Accounts were
maintained as multiple separate accounts; (iii) the Master Servicer shall make
credits and debits to those multiple sub-accounts in a manner consistent with
the provisions of this Agreement governing deposits and withdrawals of funds to
and from the Collection Account, the GLCTML Custodial Account and the respective
A/B Mortgage Loan Pair Custodial Accounts, respectively; (iv) the Master
Servicer's maintaining the Collection Account, the GLCTML Custodial Account and
the respective A/B Mortgage Loan Pair Custodial Accounts as multiple separate
sub-accounts of a single Eligible Account (as opposed to in the form of multiple
separate Eligible Accounts) shall not materially and adversely affect any of the
Certificateholders, the holder of the Great Lakes Crossing Companion Mortgage
Loan or any B-Note Mortgage Loan Holder; and (v) such single Eligible Account
shall be entitled "[name of Master Servicer], as Master Servicer, in trust for
the registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2003-CK2, [name of the


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<PAGE>

holder of Great Lakes Crossing Companion Mortgage Loan] and [names of respective
B-Note Mortgage Loan Holders], as their interests may appear,
Collection/Custodial Account".

          Also notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Trustee may maintain the Distribution Account,
the Interest Reserve Account and the Excess Liquidation Proceeds Account as
three separate sub-accounts of a single Eligible Account; provided that: (i) all
deposits into and withdrawals from such single Eligible Account shall be made in
the same manner as would be the case if the Distribution Account, the Interest
Reserve Account and the Excess Liquidation Proceeds Account were maintained as
three separate accounts; (ii) all distributions on the Certificates will be
calculated and made in the same manner as would be the case if the Distribution
Account, the Interest Reserve Account and the Excess Liquidation Proceeds
Account were maintained as three separate accounts; (iii) the Trustee shall make
credits and debits to those three sub-accounts in a manner consistent with the
provisions of this Agreement governing deposits and withdrawals of funds to and
from the Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account, respectively; (iv) the Trustee's maintaining the
Distribution Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account as three separate sub-accounts of a single Eligible Account (as
opposed to in the form of three separate Eligible Accounts) shall not materially
and adversely affect any of the Certificateholders; and (v) such single Eligible
Account shall be entitled "[name of Trustee], as Trustee, in trust for the
registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2003-CK2, Distribution
Account, Interest Reserve Account and Excess Liquidation Proceeds Account".

          SECTION 3.05. Permitted Withdrawals From the Collection Account, the
                        Distribution Account, the Interest Reserve Account and
                        the Excess Liquidation Proceeds Account.

          (a) The Master Servicer may, from time to time, make withdrawals from
the Collection Account for any of the following purposes (the order set forth
below not constituting an order of priority for such withdrawals):

               (i) to remit to the Trustee for deposit in the Distribution
     Account (A) the Master Servicer Remittance Amount for each Master Servicer
     Remittance Date and (B) any amounts that may be applied to make P&I
     Advances pursuant to Section 4.03(a);

               (ii) to reimburse itself, the Trustee or any Fiscal Agent, as
     applicable, for unreimbursed P&I Advances made by such Person with respect
     to any Pooled Mortgage Loan or Pooled REO Loan (in each case, with its own
     funds), the Master Servicer's, the Trustee's and any Fiscal Agent's, as the
     case may be, respective rights to reimbursement pursuant to this clause
     (ii) with respect to any such P&I Advance (other than a Nonrecoverable P&I
     Advance, which is reimbursable pursuant to clause (vii) below) being
     limited to amounts that represent Late Collections of interest and
     principal received in respect of the particular Pooled Mortgage Loan or
     Pooled REO Loan as to which such P&I Advance was made (net of related
     Master Servicing Fees and/or Work-out Fees);

               (iii) to pay itself or the holder of the Excess Servicing Strip
     (subject to Section 3.11(a)) earned and unpaid Master Servicing Fees with
     respect to each Pooled Mortgage Loan and Pooled REO Loan, the Master
     Servicer's right and the right of any holder of the Excess Servicing Strip
     to payment pursuant to this clause (iii) with respect to any such Pooled
     Mortgage


                                     -138-

<PAGE>

     Loan or Pooled REO Loan being limited to amounts that are allocable as
     interest thereon or with respect thereto;

               (iv) to pay to the Special Servicer, out of such general
     collections on the Pooled Mortgage Loans and any REO Properties as are then
     on deposit in the Collection Account, earned and unpaid Special Servicing
     Fees in respect of each Specially Serviced Mortgage Loan and Pooled REO
     Loan;

               (v) to pay the Special Servicer (or, if applicable, any
     predecessor thereto) earned and unpaid Work-out Fees and Liquidation Fees
     with respect to any Specially Serviced Pooled Mortgage Loan or Pooled REO
     Loan to which it is entitled pursuant to, and from the sources contemplated
     by, the second and third paragraphs of Section 3.11(c);

               (vi) to reimburse itself, the Special Servicer, the Trustee or
     any Fiscal Agent, as applicable, for any unreimbursed Servicing Advances
     made thereby with respect to any Pooled Mortgage Loan or Pooled REO Loan
     (in each case, with its own funds), the Master Servicer's, the Special
     Servicer's, the Trustee's and any Fiscal Agent's, as the case may be,
     respective rights to reimbursement pursuant to this clause (vi) with
     respect to any such Servicing Advance (other than a Nonrecoverable
     Servicing Advance, which is reimbursable pursuant to clause (vii) below)
     being limited to (A) payments made by the related Borrower that are
     allocable to cover the item in respect of which such Servicing Advance was
     made, and (B) Insurance Proceeds, Condemnation Proceeds, Liquidation
     Proceeds and, if applicable, REO Revenues received in respect of the
     particular Pooled Mortgage Loan or Pooled REO Loan as to which such
     Servicing Advance was made;

               (vii) (A) to reimburse itself, the Special Servicer, the Trustee
     or any Fiscal Agent, as applicable, out of such general collections on the
     Pooled Mortgage Loans and any REO Properties as are then on deposit in the
     Collection Account, for any unreimbursed Advances made thereby with respect
     to any Pooled Mortgage Loan or Pooled REO Loan that have been determined to
     be Nonrecoverable Advances;

               (viii) to pay itself, the Special Servicer, the Trustee or any
     Fiscal Agent, as applicable, any unpaid Advance Interest accrued on any
     Advance made by such Person with respect to any Pooled Mortgage Loan or
     Pooled REO Loan, such payment to be made, as and to the extent contemplated
     by Section 3.26, out of Default Charges collected on the Pooled Mortgage
     Loan or Pooled REO Loan, as the case may be, as to which the subject
     Advance was made;

               (ix) to the extent that, during any Collection Period, the Master
     Servicer has reimbursed or is reimbursing itself, the Special Servicer, the
     Trustee or any Fiscal Agent, as applicable, for any unreimbursed Advance
     with respect to any Pooled Mortgage Loan or Pooled REO Loan pursuant to
     clause (ii), (vi) or (vii) above or pursuant to Section 3.03(c) or Section
     3.03(d), and insofar as payment has not already been made, and the related
     Default Charges then on deposit in the Collection Account are not
     sufficient to make such payment, pursuant to clause (viii) above, to pay
     itself, the Special Servicer, the Trustee or such Fiscal Agent, as the case
     may be, out of such general collections on the Pooled Mortgage Loans and
     any REO Properties as are then on deposit in the Collection Account, any
     related Advance Interest accrued and payable on the portion of such Advance
     so reimbursed or being reimbursed;


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<PAGE>

               (x) to pay any outstanding expense, other than Advance Interest,
     that was incurred with respect to any Pooled Mortgage Loan or Pooled REO
     Loan and that, if paid from a source other than Default Charges on such
     Pooled Mortgage Loan or Pooled REO Loan, as the case may be, would
     constitute an Additional Trust Fund Expense, such payment to be made, as
     and to the extent contemplated by Section 3.26, out of Default Charges
     collected on the Pooled Mortgage Loan or Pooled REO Loan, as the case may
     be, that relates to such expense;

               (xi) to pay itself any items of Additional Master Servicing
     Compensation, and to pay the Special Servicer any items of Additional
     Special Servicing Compensation, in each case on deposit in the Collection
     Account from time to time;

               (xii) to pay any unpaid Liquidation Expenses incurred with
     respect to any Pooled Mortgage Loan or REO Property, such payments to be
     made, first, out of Insurance Proceeds, Condemnation Proceeds or
     Liquidation Proceeds and, if applicable, REO Revenues received with respect
     to such Pooled Mortgage Loan or REO Property, as the case may be, and then,
     except to the extent that the subject expense relates to the Great Lakes
     Crossing Companion Mortgage Loan or any successor Companion REO Mortgage
     Loan with respect thereto, out of such general collections on other Pooled
     Mortgage Loans and REO Properties as are then on deposit in the Collection
     Account;

               (xiii) to pay, in accordance with Section 3.11(i), out of such
     general collections on the Pooled Mortgage Loans and any REO Properties as
     are then on deposit in the Collection Account, certain servicing expenses
     that would, if advanced, constitute Nonrecoverable Servicing Advances;

               (xiv) to pay, out of such general collections on the Pooled
     Mortgage Loans and any REO Properties as are then on deposit in the
     Collection Account, costs and expenses incurred by the Trust pursuant to
     Section 3.09(c) with respect to any Pooled Mortgage Loan or REO Property
     (other than the costs of environmental testing, which are to be covered by,
     and reimbursable as, a Servicing Advance);

               (xv) to pay itself, the Special Servicer, the Depositor, the
     Trustee, any Fiscal Agent, or any of their respective directors, officers,
     members, managers, employees and agents, as the case may be, out of such
     general collections on the Pooled Mortgage Loans and any REO Properties as
     are then on deposit in the Collection Account, any amounts payable to any
     such Person pursuant to Section 6.03, Section 7.01(b), Section 8.05(b), or
     Section 8.13, as applicable;

               (xvi) to pay, out of such general collections on the Pooled
     Mortgage Loans and any REO Properties then on deposit in the Collection
     Account, any reasonable out-of-pocket cost or expense (including the
     reasonable fees of tax accountants and attorneys) incurred by the Trustee
     pursuant to Section 3.17(a)(iii) in connection with providing advice to the
     Special Servicer with respect to any REO Property, except to the extent
     that the subject expense relates to the Great Lakes Crossing Companion
     Mortgage Loan or any successor Companion REO Mortgage Loan with respect
     thereto;

               (xvii) to pay itself, the Special Servicer, the Trustee, any
     Fiscal Agent or the Depositor, as the case may be, any amount that is
     specifically required to be paid to such Person at the expense of the Trust
     Fund under any provision of this Agreement and to which reference is


                                     -140-

<PAGE>

     not made in any other clause of this Section 3.05(a), it being acknowledged
     that this clause (xvii) shall not be construed to modify any limitation
     otherwise set forth in this Agreement on the time at which any Person is
     entitled to payment or reimbursement of any amount or the funds from which
     any such payment or reimbursement is permitted to be made;

               (xviii) to pay itself, the Special Servicer, Column, KeyBank, the
     Column Performance Guarantor, a Controlling Class Certificateholder or any
     other particular Person, as the case may be, with respect to any Pooled
     Mortgage Loan that was previously purchased or otherwise removed from the
     Trust Fund by such Person pursuant to or as contemplated by this Agreement,
     all amounts received on such Pooled Mortgage Loan subsequent to the date of
     purchase or other removal;

               (xix) to pay amounts (other than customary monthly remittances)
     payable (A) by the holder of the related Pooled A-Note Mortgage Loan to any
     B-Note Mortgage Loan Holder under the related A/B Intercreditor Agreement
     or (B) by the holder of the Great Lakes Crossing Pooled Mortgage Loan to
     the holder of the Great Lakes Crossing Companion Mortgage Loan pursuant to
     the Great Lakes Crossing Intercreditor Agreement;

               (xx) to transfer any Excess Liquidation Proceeds on deposit in
     the Collection Account to the Excess Liquidation Proceeds Account in
     accordance with Section 3.04(d); and

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

provided that no party hereto shall be entitled to payment or reimbursement from
the Collection Account with respect to any Pooled A-Note Mortgage Loan or
related REO Property for which it can be reimbursed out of the related A/B
Mortgage Loan Pair Custodial Account (other than Nonrecoverable Advances and
interest thereon) or with respect to the Great Lakes Crossing Pooled Mortgage
Loan or any successor Pooled REO Loan with respect thereto for which it can be
reimbursed out of the GLCTML Custodial Account (other than Nonrecoverable
Advances and interest thereon).

          If amounts on deposit in the Collection Account at any particular time
(after withdrawing any portion of such amounts deposited in the Collection
Account in error) are insufficient to satisfy all payments, reimbursements and
remittances to be made therefrom as set forth in clauses (ii) through (xx)
above, then the corresponding withdrawals from the Collection Account shall be
made in the following priority and subject to the following rules: (x) if the
payment, reimbursement or remittance is to be made from a specific source of
funds, then such payment, reimbursement or remittance shall be made from that
specific source of funds on a pro rata basis with any and all other payments,
reimbursements and remittances to be made from such specific source of funds;
and (y) if the payment, reimbursement or remittance can be made from any funds
on deposit in the Collection Account, then (following any withdrawals made from
the Collection Account in accordance with the immediately preceding clause (x)
above) such payment, reimbursement or remittance shall be made from the general
funds remaining on deposit in the Collection Account on a pro rata basis with
any and all other payments, reimbursements or remittances to be made from such
general funds; provided that any reimbursements of Advances in respect of any
particular Pooled Mortgage Loan or Pooled REO Loan out of the Collection Account
pursuant to any of clauses (ii), (vi) and (vii) above, and any payments of
interest thereon out of the Collection Account pursuant to either of clauses
(viii) and (ix) above, shall be made (to the extent of


                                     -141-

<PAGE>

their respective entitlements to such reimbursements and/or payments): first, to
any Fiscal Agent; second, to the Trustee; and third, pro rata, to the Master
Servicer and the Special Servicer.

          The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, in
connection with any withdrawal from the Collection Account pursuant to any of
clauses (ii) through (xx) above.

          The Master Servicer shall pay to the Special Servicer from the
Collection Account amounts permitted to be paid to the Special Servicer
therefrom promptly upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount to which the Special Servicer is
entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to recalculate the amounts stated therein. The Special
Servicer shall keep and maintain separate accounting for each Specially Serviced
Pooled Mortgage Loan and REO Property, on a loan-by-loan and
property-by-property basis, for the purpose of justifying any request thereby
for withdrawal from the Collection Account.

          (b) The Trustee shall, from time to time, make withdrawals from the
Distribution Account for each of the following purposes (the order set forth
below not constituting an order of priority for such withdrawals):

               (i) to make distributions to Certificateholders on each
     Distribution Date pursuant to Section 4.01;

               (ii) to transfer Interest Reserve Amounts in respect of the
     Interest Reserve Loans to the Interest Reserve Account as and when required
     by Section 3.04(c);

               (iii) to pay itself, the Master Servicer, the Special Servicer,
     the Depositor, the Trustee, any Fiscal Agent or any of their respective
     directors, officers, members, managers, employees and agents, as the case
     may be, any amounts payable to any such Person pursuant to Section 6.03,
     Section 7.01(b), Section 8.05 or Section 8.13, as applicable, if and to the
     extent such amounts are not payable out of the Collection Account pursuant
     to Section 3.05;

               (iv) to pay any and all federal, state and local taxes imposed on
     any REMIC Pool or on the assets or transactions of any REMIC Pool, together
     with all incidental costs and expenses, and any and all expenses relating
     to tax audits, if and to the extent that either (A) none of the parties
     hereto are liable therefor pursuant to Section 10.01(b) and/or Section
     10.01(f) or (B) any such Person that may be so liable has failed to timely
     make the required payment;

               (v) to pay for the cost of the Opinions of Counsel sought by the
     Trustee as contemplated by Section 11.01(a) or Section 11.01(c) in
     connection with any amendment to this Agreement requested by the Trustee
     which amendment protects or is otherwise in furtherance of the rights and
     interests of Certificateholders;

               (vi) to pay for the cost of recording this Agreement pursuant to
     the first sentence of Section 11.02(a);

               (vii) to pay itself any Net Investment Earnings with resect to
     the Distribution Account for any related Investment Period; and


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<PAGE>

               (viii) to clear and terminate the Distribution Account at the
     termination of this Agreement pursuant to Section 9.01.

          (c) On the Master Servicer Remittance Date in March of each year
(commencing in March 2004), and in any event on the Master Servicer Remittance
Date that occurs in the same calendar month as the Final Distribution Date, the
Trustee shall withdraw from the Interest Reserve Account and deposit in the
Distribution Account all Interest Reserve Amounts in respect of the Interest
Reserve Loans then on deposit in the Interest Reserve Account. On each
Distribution Date, the Trustee may withdraw from the Interest Reserve Account
and pay itself any Net Investment Earnings with respect to the Interest Reserve
Account for the then most recently ended related Investment Period.

          (d) On the Business Day prior to each Distribution Date, the Trustee
shall withdraw from the Excess Liquidation Proceeds Account and deposit in the
Distribution Account, for distribution on such Distribution Date, an amount
equal to the lesser of (i) the entire amount of Excess Liquidation Proceeds, if
any, then on deposit in the Excess Liquidation Proceeds Account and (ii) the
excess, if any, of the aggregate amount distributable on such Distribution Date
pursuant to Sections 4.01(a) and 4.01(b), over the Standard Available
Distribution Amount for such Distribution Date (calculated without regard to
such transfer from the Excess Liquidation Proceeds Account to the Distribution
Account); provided that on the Business Day prior to the Final Distribution
Date, the Trustee shall withdraw from the Excess Liquidation Proceeds Account
and deposit in the Distribution Account, for distribution on such Distribution
Date, any and all amounts then on deposit in the Excess Liquidation Proceeds
Account. On each Distribution Date, the Trustee may withdraw from the Excess
Liquidation Proceeds Account and pay itself any Net Investment Earnings with
respect to the Excess Liquidation Proceeds Account for the then most recently
ended related Investment Period.

          (e) The Trustee, any Fiscal Agent, the Depositor, the Master Servicer
and the Special Servicer, as applicable, shall in all cases have a right prior
to the Certificateholders to any particular funds on deposit in the Collection
Account and the Distribution Account from time to time for the reimbursement or
payment of compensation, Advances (with interest thereon at the Reimbursement
Rate) and their respective expenses hereunder, but only if and to the extent
such compensation, Advances (with interest) and expenses are to be reimbursed or
paid from such particular funds on deposit in the Collection Account or the
Distribution Account pursuant to the express terms of this Agreement.

          SECTION 3.06. Investment of Funds in the Collection Account, the
                        Servicing Accounts, the Reserve Accounts, the A/B
                        Mortgage Loan Pair Custodial Accounts, the GLCTML
                        Custodial Account, the Purchase Price Security Deposit
                        Accounts, the Special Reserve Accounts, the REO
                        Account, the Distribution Account, the Interest Reserve
                        Account and the Excess Liquidation Proceeds Account.

          (a) The Master Servicer may direct (pursuant to a standing order or
otherwise) any depositary institution (including the Trustee) maintaining the
Collection Account, the GLCTML Custodial Account or any A/B Mortgage Loan Pair
Custodial Account, Purchase Price Security Deposit Account, Special Reserve
Account, Servicing Account or Reserve Account, and the Special Servicer may
direct (pursuant to a standing order or otherwise) any depositary


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institution maintaining the REO Account, and the Trustee may direct (pursuant to
a standing order or otherwise) any depositary institution maintaining the
Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account, to invest, or if it is such depositary institution, may itself
invest, the funds held therein (each such account, an "Investment Account") in
(but only in) one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, no later than the Business Day
immediately preceding the next succeeding date on which such funds are required
to be withdrawn from such account pursuant to this Agreement or the related
Mortgage Loan Documents, as applicable; provided that any such investment of
funds in any Servicing Account or Reserve Account shall be subject to applicable
law and the terms of the related Mortgage Loan Documents; and provided, further,
that any such investment of funds in any Purchase Price Security Deposit Account
or Special Reserve Account shall be subject to the investment directions of the
Responsible Party that caused the establishment of such Investment Account and,
further, to the terms of the related Mortgage Loan Purchase Agreement. All such
Permitted Investments shall be held to maturity, unless payable on demand. Any
investment of funds in an Investment Account shall be made in the name of the
Trustee (in its capacity as such). The Master Servicer (acting on behalf of the
Trustee with respect to Permitted Investments of amounts in the Collection
Account, the GLCTML Custodial Account or any A/B Mortgage Loan Pair Custodial
Account, Purchase Price Security Deposit Account, Special Reserve Account,
Servicing Account or Reserve Account), the Special Servicer (acting on behalf of
the Trustee with respect to Permitted Investments of amounts in the REO
Account), and the Trustee (with respect to Permitted Investments in the
Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account), in each such case, shall (i) be the "entitlement holder" of
any Permitted Investment that is a "security entitlement" and (ii) maintain
"control" of any Permitted Investment that is either a "certificated security"
or an "uncertificated security". For purposes of this Section 3.06(a), the terms
"entitlement holder", "security entitlement", "control", "certificated security"
and "uncertificated security" shall have the meanings given such terms in
Revised Article 8 (1994 Revision) of the UCC, and "control" of any Permitted
Investment by the Master Servicer or the Special Servicer shall constitute
"control" by a Person designated by, and acting on behalf of, the Trustee for
purposes of Revised Article 8 (1994 Revision) of the UCC. If amounts on deposit
in an Investment Account are at any time invested in a Permitted Investment
payable on demand, then the party hereunder that maintains such Investment
Account, whether such party is the Master Servicer, the Special Servicer or the
Trustee, shall:

          (x)  consistent with any notice required to be given thereunder,
               demand that payment thereon be made on the last day such
               Permitted Investment may otherwise mature hereunder in an amount
               at least equal to the lesser of (1) all amounts then payable
               thereunder and (2) the amount required to be withdrawn on such
               date; and

          (y)  demand payment of all amounts due thereunder promptly upon
               determination by such party that such Permitted Investment would
               not constitute a Permitted Investment in respect of funds
               thereafter on deposit in such Investment Account.

          (b) Whether or not the Master Servicer directs the investment of funds
in the Collection Account, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each related Investment Period, shall be for the
sole and exclusive benefit of the Master Servicer and shall be subject to its
withdrawal in accordance with Section 3.05(a). Whether or not the Master
Servicer directs the investment of funds in any Servicing Account or Reserve
Account, interest and investment income realized on funds deposited therein, to
the extent of the Net Investment Earnings, if any, for such Investment Account
for each


                                     -144-

<PAGE>

related Investment Period, and subject to the requirements of applicable law or
the terms of the related Mortgage Loan(s) regarding the payment of such interest
and investment income to the related Borrower, shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to withdrawal from
time to time in accordance with Section 3.03. Whether or not the Special
Servicer directs the investment of funds in the REO Account, interest and
investment income realized on funds deposited therein, to the extent of the Net
Investment Earnings, if any, for such Investment Account for each related
Investment Period, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section
3.16(b). Whether or not the Trustee directs the investment of funds in the
Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for such
Investment Account for each related Investment Period, shall be for the sole and
exclusive benefit of the Trustee and shall be subject to its withdrawal in
accordance with Section 3.05(b), 3.05(c) or 3.05(d), as applicable. If any loss
shall be incurred in respect of any Permitted Investment on deposit in any
Investment Account (exclusive of any Purchase Price Security Deposit Account or
Special Reserve Account), the party hereunder that maintains such Investment
Account, whether such party is the Master Servicer, the Special Servicer or the
Trustee, shall promptly deposit therein from its own funds, without right of
reimbursement, no later than the end of the related Investment Period during
which such loss was incurred, the amount of the Net Investment Loss, if any, in
respect of such Investment Account for such Investment Period (or, in the case
of a Servicing Account or Reserve Account, the entire amount of such loss),
except (in the case of any such loss with respect to a Servicing Account or
Reserve Account) to the extent the loss amounts were invested for the benefit of
a Borrower under the terms of a Mortgage Loan or applicable law and such
Borrower has no recourse against the Trust in respect of such loss. The
distribution of interest and investment income realized on, and the coverage of
losses resulting from the investment of, funds deposited in any Purchase Price
Security Deposit Account or Special Reserve Account shall be governed by the
terms of the applicable Mortgage Loan Purchase Agreement.

          (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of any payment due (or in any other performance
required) under any Permitted Investment of amounts on deposit in any Investment
Account, then the Trustee may (and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to not less than 25% of the Voting Rights
allocated to any Class of REMIC III Regular Interest Certificates, the Trustee
shall) take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate legal
proceedings. Any costs incurred by the Trustee in taking any such action shall
be reimbursed to it by the Master Servicer, if the default is in respect of a
Permitted Investment of funds in the Collection Account, the GLCTML Custodial
Account or in any A/B Mortgage Loan Pair Custodial Account, Reserve Account or
Servicing Account and if the Master Servicer is in default of its obligations
under Section 3.06(b), or by the Special Servicer, if the default is in respect
of a Permitted Investment of funds in the REO Account and if the Special
Servicer is in default of its obligations under Section 3.06(b). This provision
is in no way intended to limit any actions that the Master Servicer or the
Special Servicer may take in this regard at its own expense.

          (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Standard Available Distribution Amount and the Master Servicer Remittance
Amount, the amounts so invested shall be deemed to remain on deposit in such
Investment Account.


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<PAGE>

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

          (a) In the case of each Mortgage Loan (including each Specially
Serviced Mortgage Loan), subject to the next sentence, the Master Servicer shall
use reasonable efforts consistent with the Servicing Standard to cause the
related Borrower to maintain, and, if such Borrower does not so maintain, the
Master Servicer will itself cause to be maintained, for the related Mortgaged
Property all insurance coverage as is required, subject to applicable law, under
the related Mortgage Loan Documents; provided that, if and to the extent that
any Mortgage Loan grants the lender thereunder any discretion (by way of
consent, approval or otherwise) as to the insurance coverage that the related
Borrower is required to maintain, the Master Servicer shall exercise such
discretion in a manner consistent with the Servicing Standard, with a view
towards requiring insurance comparable to that required under other Mortgage
Loans with express provisions governing such matters and, in any event, business
interruption or rental loss insurance for at least 12 months; and provided,
further, that, if and to the extent that any Mortgage Loan grants the lender
thereunder any discretion (by way of consent, approval or otherwise) as to the
insurance provider from whom the related borrower is to obtain the requisite
insurance coverage, the Master Servicer shall require the related Borrower to
obtain the requisite insurance coverage from Qualified Insurers that, in each
case, have a financial strength or claims-paying rating no lower than two rating
categories below the highest rated Certificates outstanding, and in any event no
lower than "A" from Fitch and "A2" from Moody's (or in such other form and
amount or issued by an insurer with such other financial strength or
claims-paying ability as would not, as confirmed in writing by the relevant
Rating Agency, result in an Adverse Rating Event); and provided, further, that,
the Master Servicer shall be required to maintain such insurance coverage upon
the related Borrower's failure to do so only to the extent that such insurance
is available at commercially reasonable rates and the Trustee as mortgagee has
an insurable interest. In the case of each Mortgage Loan (including each
Specially Serviced Mortgage Loan), the Master Servicer shall use its reasonable
efforts to cause the related Borrower to maintain, and if the related Borrower
does not so maintain, the Master Servicer shall maintain, all-risk casualty
insurance which does not contain any carve-out for (or, alternatively, a
separate insurance policy that expressly provides coverage for) property damage
resulting from a terrorist or similar act, to the extent not prohibited by the
terms of the related Mortgage Loan Documents; provided that the Master Servicer
shall not be required to call default under a Mortgage Loan if the related
Borrower fails to maintain such insurance, and the Master Servicer shall not be
required to maintain such insurance, if, in each case, the Special Servicer
(subject to Section 3.24(a) and Section 3.27(a)) has determined in accordance
with the Servicing Standard that either (i) such insurance is not available at
commercially reasonable rates and that such hazards are not at the time commonly
insured against for properties similar to the Mortgaged Property and located in
or around the region in which such Mortgaged Property is located or (ii) such
insurance is not available at any rate; and provided, further, that the Master
Servicer (with respect to a Performing Mortgage Loan) or the Special Servicer
(with respect to any Specially Serviced Mortgage Loan) shall use reasonable
efforts, consistent with the Servicing Standard, to enforce any express
provisions in the related Mortgage Loan Documents relating to insurance against
loss or damage resulting from terrorist or similar acts. Subject to Section
3.17(b), the Special Servicer shall also cause to be maintained for each REO
Property no less insurance coverage (to the extent available at commercially
reasonable rates) than was previously required of the related Borrower under the
related Mortgage Loan Documents and, at a minimum, (i) hazard insurance with a
replacement cost rider, (ii) business interruption or rental loss insurance for
at least 12 months, and (iii) commercial general liability insurance, in each
case, in an amount customary for the type and geographic location of such REO
Property and consistent with the


                                     -146-

<PAGE>

Servicing Standard; provided that all such insurance shall be obtained from
Qualified Insurers that, in each case, shall have a financial strength or
claims-paying rating no lower than two rating categories below the highest rated
Certificates outstanding, and in any event no lower than "A" from Fitch and "A2"
from Moody's (or in such other form and amount or issued by an insurer with such
other financial strength or claims-paying ability as would not, as confirmed in
writing by the relevant Rating Agency, result in an Adverse Rating Event); and
provided, further, that, if insurance coverage against property damage resulting
from terrorist or similar act is available with respect to any REO Property but
not at a commercially reasonable rate, then the Special Servicer shall still
cause such insurance coverage to be maintained with respect to such REO Property
if such insurance coverage is otherwise commonly obtained with respect to
properties similar to such REO Property and located in or around the area in
which such REO Property is located. All such insurance policies shall contain
(if they insure against loss to property) a "standard" mortgagee clause, with
loss payable to the Master Servicer on behalf of the Trustee (in the case of
insurance maintained in respect of a Mortgage Loan), or shall name the Trustee
as the insured, with loss payable to the Special Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of an REO Property), and
shall be issued by an insurer authorized under applicable law to issue such
insurance. Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Borrower, in each case in accordance with the Servicing
Standard) shall be deposited in the Collection Account, the GLCTML Custodial
Account or an A/B Mortgage Loan Pair Custodial Account, as applicable in
accordance with Section 3.04, in the case of amounts received in respect of a
Mortgage Loan, or in the REO Account, in the case of amounts received in respect
of an REO Property. Any cost incurred by the Master Servicer or the Special
Servicer in maintaining any such insurance shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders, be added to
the unpaid principal balance or Stated Principal Balance of any related Mortgage
Loan, notwithstanding that the terms of such Mortgage Loan so permit; provided
that this sentence shall not limit the rights of the Master Servicer or the
Special Servicer on behalf of the Trust to enforce any obligations of the
related Borrower under such Mortgage Loan. Costs to the Master Servicer or the
Special Servicer of maintaining insurance policies pursuant to this Section 3.07
shall be paid by and reimbursable to the Master Servicer or the Special
Servicer, as the case may be, as a Servicing Advance.

          (b) If the Master Servicer, in the case of Mortgage Loans, or the
Special Servicer, in the case of REO Properties, shall obtain and maintain, or
cause to be obtained and maintained, a blanket policy or master force placed
policy insuring against hazard losses on all such Mortgage Loans or REO
Properties, as applicable, then, to the extent such policy (i) is obtained from
a Qualified Insurer having a financial strength or claims-paying rating no lower
than "A" from Fitch and "A2" from Moody's or having such other financial
strength or claims-paying ability rating as would not, as confirmed in writing
by the relevant Rating Agency, result in an Adverse Rating Event, and (ii)
provides protection equivalent to the individual policies otherwise required,
the Master Servicer or the Special Servicer, as the case may be, shall
conclusively be deemed to have satisfied its obligation to cause hazard
insurance to be maintained on the related Mortgaged Properties or REO
Properties, as applicable. Such a blanket or master force placed policy may
contain a deductible clause (not in excess of a customary amount), in which case
the Master Servicer or the Special Servicer, whichever maintains such policy,
shall, if there shall not have been maintained on any Mortgaged Property or REO
Property, as applicable, a hazard insurance policy complying with the
requirements of Section 3.07(a), and there shall have been one or more losses
that would have been covered by such an individual policy, promptly deposit into
the Collection Account, from its own funds, the amount not otherwise payable
under the blanket or master


                                     -147-

<PAGE>

force placed policy in connection with such loss or losses because of such
deductible clause to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Pooled Mortgage Loan (or, in the
absence of any such deductible limitation, the deductible limitation for an
individual policy which is consistent with the Servicing Standard). The Master
Servicer and the Special Servicer shall each prepare and present, on behalf of
itself, the Trustee, the Certificateholders and, if applicable, the related
B-Note Mortgage Loan Holders or the holder of the Great Lakes Crossing Companion
Mortgage Loan, claims under any such blanket or master force placed policy
maintained by it in a timely fashion in accordance with the terms of such
policy.

          (c) Within 45 days after the Closing Date, with respect to each of the
Pooled Mortgage Loans covered by an Environmental Insurance Policy that are
listed on Exhibit C-3 to this Agreement, the Master Servicer shall notify the
insurer under such Environmental Insurance Policy and take all other action
necessary for the Trustee, on behalf of the Certificateholders, to be an insured
(and for the Master Servicer, on behalf of the Trust, to make claims) under such
Environmental Insurance Policy. In the event that the Master Servicer has actual
knowledge of any event (an "Insured Environmental Event") giving rise to a claim
under any Environmental Insurance Policy in respect of any Pooled Mortgage Loan
covered thereby, the Master Servicer shall, in accordance with the terms of such
Environmental Insurance Policy and the Servicing Standard, timely make a claim
thereunder with the appropriate insurer and shall take such other actions in
accordance with the Servicing Standard which are necessary under such
Environmental Insurance Policy in order to realize the full value thereof for
the benefit of the Certificateholders. If any other party hereto has actual
knowledge of an Insured Environmental Event with respect to any Pooled Mortgage
Loan listed on Exhibit C-3 to this Agreement, such party shall promptly so
notify the Master Servicer. Any legal fees, premiums or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any
such claim under an Environmental Insurance Policy shall be paid by the Master
Servicer and shall be reimbursable to it as a Servicing Advance. With respect to
each Environmental Insurance Policy that relates to one or more Pooled Mortgage
Loans, the Master Servicer shall review and familiarize itself with the terms
and conditions relating to enforcement of claims and shall monitor the dates by
which any claim must be made or any action must be taken under such policy in
order to realize the full value thereof for the benefit of the
Certificateholders in the event the Master Servicer has actual knowledge of an
Insured Environmental Event giving rise to a claim under such policy.

          In the event that the Master Servicer receives notice of any
termination of any Environmental Insurance Policy that relates to one or more
Pooled Mortgage Loans, the Master Servicer shall, within five (5) Business Days
after receipt of such notice, notify the Special Servicer, the Controlling Class
Representative, the Rating Agencies and the Trustee of such termination in
writing. Upon receipt of such notice, the Master Servicer shall address such
termination in accordance with Section 3.07(a) in the same manner as it would
the termination of any other Insurance Policy required under the related
Mortgage Loan Documents. Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standard in connection with a
resolution of such termination of an Environmental Insurance Policy shall be
paid by the Master Servicer and shall be reimbursable to it as a Servicing
Advance.

          (d) Each of the Master Servicer and the Special Servicer shall at all
times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which Specially
Serviced Pooled Mortgage Loans and/or REO Properties exist as part of the Trust
Fund) keep in force with a Qualified Insurer having a financial strength or
claims-paying


                                     -148-

<PAGE>

rating no lower than two rating categories below the highest rated Certificates
outstanding, and in any event no lower than "A" from Fitch and "A2" from
Moody's, a fidelity bond in such form and amount as would permit it to be a
qualified Fannie Mae seller-servicer of multifamily mortgage loans (or in such
other form and amount or issued by an insurer with such other financial strength
or claims-paying ability rating as would not result in an Adverse Rating Event
with respect to any Class of Rated Certificates (as confirmed in writing to the
Trustee by the relevant Rating Agency)). Each of the Master Servicer and the
Special Servicer shall be deemed to have complied with the foregoing provision
if an Affiliate thereof has such fidelity bond coverage and, by the terms of
such fidelity bond, the coverage afforded thereunder extends to the Master
Servicer or the Special Servicer, as the case may be. Such fidelity bond shall
provide that it may not be canceled without ten days' prior written notice to
the Trustee.

          Each of the Master Servicer and the Special Servicer shall at all
times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which Specially
Serviced Pooled Mortgage Loans and/or REO Properties exist as part of the Trust
Fund) also keep in force with a Qualified Insurer having a financial strength or
claims-paying rating no lower than two rating categories below the highest rated
Certificates outstanding, and in any event no lower than "A" from Fitch and "A2"
from Moody's, a policy or policies of insurance covering loss occasioned by the
errors and omissions of its officers and employees in connection with its
servicing obligations hereunder, which policy or policies shall be in such form
and amount as would permit it to be a qualified Fannie Mae seller-servicer of
multifamily mortgage loans (or in such other form and amount or issued by an
insurer with such other financial strength or claims-paying rating as would not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates (as confirmed in writing to the Trustee by the relevant Rating
Agency)). Each of the Master Servicer and the Special Servicer shall be deemed
to have complied with the foregoing provisions if an Affiliate thereof has such
insurance and, by the terms of such policy or policies, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be. Any such errors and omissions policy shall provide that it may not be
canceled without ten days' prior written notice to the Trustee.

          SECTION 3.08. Enforcement of Alienation Clauses.

          The Master Servicer (with respect to a Performing Mortgage Loan) and
the Special Servicer (with respect to a Specially Serviced Mortgage Loan), on
behalf of the Trustee as the mortgagee of record, shall enforce any
restrictions, contained in the related Mortgage or other related loan document
on transfers or further encumbrances of the related Mortgaged Property and on
transfers of interests in the related Borrower, unless the Master Servicer or
the Special Servicer, as the case may be, has determined, in its reasonable
judgment, that waiver of such restrictions would be in accordance with the
Servicing Standard; provided that, subject to the related Mortgage Loan
Documents and applicable law, neither the Master Servicer nor the Special
Servicer shall waive any right it has, or grant any consent it is otherwise
entitled to withhold, in accordance with any related "due-on-encumbrance" clause
under any Pooled Mortgage Loan until it has received written confirmation from
each Rating Agency that such action would not result in an Adverse Rating Event
with respect to any Class of Rated Certificates; and provided, further, that,
if, in the case of Moody's, the affected Pooled Mortgage Loan, individually or
together with all other Pooled Mortgage Loans, if any, that are in the same
Cross-Collateralized Group as such Pooled Mortgage Loan, has a Cut-off Date
Principal Balance in excess of the lesser of $20,000,000 and 2% of the aggregate
Stated Principal Balance of the Mortgage Pool, and, if, in the case of Fitch,
the affected Pooled Mortgage Loan, individually or together with all other
Pooled


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<PAGE>

Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such
Pooled Mortgage Loan, has a Stated Principal Balance in excess of 5% of the then
aggregate Stated Principal Balance of the Mortgage Pool, or is one of the ten
largest Pooled Mortgage Loans based on Stated Principal Balance, then, subject
to the related Mortgage Loan Documents and applicable law, neither the Master
Servicer nor the Special Servicer shall waive any right it has, or grant any
consent it is otherwise entitled to withhold, in accordance with any related
"due-on-sale" clause under any Pooled Mortgage Loan until it has received
written confirmation from the subject Rating Agency that such action would not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates; and provided, further, that, subject to the related Mortgage Loan
Documents and applicable law, the Master Servicer shall not waive any right it
has, or grant any consent it is otherwise entitled to withhold, in accordance
with any related "due-on-sale" or "due-on-encumbrance" clause under any Pooled
Mortgage Loan until it has received the consent of the Special Servicer (which
consent shall be subject to Section 3.24 and shall be deemed granted if not
denied in writing by the Special Servicer within ten (10) Business Days after
its receipt of the Master Servicer's request for such consent along with the
Master Servicer's written recommendation and any additional information the
Special Servicer may reasonably request); and provided, further, that, subject
to the related Mortgage Loan Documents and applicable law, neither the Master
Servicer nor the Special Servicer shall waive any right it has, or grant any
consent it is otherwise entitled to withhold, in accordance with any related
"due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan, or approve
the assumption of any Mortgage Loan, unless in any such case, all associated
costs and expenses are covered without any expense to the Trust (it being
understood and agreed that, except as expressly provided herein, neither the
Master Servicer nor the Special Servicer shall be obligated to cover or assume
any such costs or expenses); and provided, further, that neither the Master
Servicer nor the Special Servicer shall (to the extent that it is within the
control thereof to prohibit such event) consent to the transfer of any Mortgaged
Property which secures a Cross-Collateralized Group unless (i) all of the
Mortgaged Properties securing such Cross-Collateralized Group are transferred
simultaneously by the respective Borrower or (ii) it obtains the consent of the
Controlling Class Representative. In the case of any Pooled Mortgage Loan, the
Master Servicer and the Special Servicer shall each provide the other with all
such information as each may reasonably request in order to make any
determination required under this paragraph.

          In connection with any permitted assumption of any Mortgage Loan or
waiver of a "due-on-sale" or "due-on-encumbrance" clause thereunder, the Master
Servicer (in the case of a Performing Mortgage Loan) or the Special Servicer (in
the case of a Specially Serviced Mortgage Loan) shall prepare all documents
necessary and appropriate for such purposes and shall coordinate with the
related Borrower for the due execution and delivery of such documents.

          Notwithstanding any other provisions of this Section 3.08, the Master
Servicer (without the consent of the Special Servicer) and the Special Servicer,
as applicable, may grant a Borrower's request for consent to subject the related
Mortgaged Property to an easement or right-of-way for utilities, access,
parking, public improvements or another purpose and may consent to subordination
of the related Mortgage Loan(s) to such easement or right-of-way; provided that
the Master Servicer or Special Servicer, as applicable, shall have determined
(i) in accordance with the Servicing Standard that such easement or right-of-way
will not materially interfere with the then-current use of the related Mortgaged
Property or the security intended to be provided by such Mortgage and will not
materially or adversely affect the value of such Mortgaged Property and (ii)
that no REMIC Pool will fail to qualify as a REMIC as a result thereof and that
no tax on "prohibited transactions" or "contributions" after the Closing Date
would be imposed on any REMIC Pool as a result thereof; and provided, further
that the


                                     -150-

<PAGE>

Master Servicer or the Special Servicer, as applicable, shall cause the Borrower
to pay the costs (including attorneys' fees and expenses) associated with the
determination described in clause (ii).

          If the Master Servicer or the Special Servicer collects an assumption
fee or an assumption application fee in connection with any transfer or proposed
transfer of any interest in a Borrower or a Mortgaged Property, then the Master
Servicer or the Special Servicer, as applicable, will apply that fee to cover
the costs and expenses associated with that transfer or proposed transfer that
are not otherwise paid by the related Borrower and that would otherwise be
payable or reimbursable out of the Trust Fund, including any Rating Agency fees
and expenses, to the extent such fees and expenses are collectible under
applicable law and the related Mortgage Loan Documents and the Master Servicer
or Special Servicer, as appropriate, fails to enforce such requirement in
accordance with the related Mortgage Loan Documents. Any remaining portion of
such assumption fee (such remaining portion, a "Net Assumption Fee") or of such
assumption application fee (such remaining portion, a "Net Assumption
Application Fee") will be applied as additional compensation to the Master
Servicer or the Special Servicer in accordance with Section 3.11. Neither the
Master Servicer nor the Special Servicer shall waive any assumption fee or
assumption application fee, to the extent it would constitute additional
compensation for the other such party, without the consent of such other party.

          SECTION 3.09. Realization Upon Defaulted Mortgage Loans.

          (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d) and 3.24, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise comparably convert the ownership of the
real property and other collateral securing any Mortgage Loan that comes into
and continues in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, including pursuant to Section 3.20;
provided that the Master Servicer shall not, with respect to any Pooled ARD
Mortgage Loan or the Great Lakes Crossing Companion Mortgage Loan after its
Anticipated Repayment Date, take any enforcement action with respect to the
payment of Post-ARD Additional Interest (other than the making of requests for
its collection), and the Special Servicer may do so with respect to any
Specially Serviced Mortgage Loan that is an ARD Mortgage Loan only if (i) the
taking of an enforcement action with respect to the payment of other amounts due
under such Mortgage Loan is, in the reasonable judgment of the Special Servicer,
and without regard to such Post-ARD Additional Interest, also necessary,
appropriate and consistent with the Servicing Standard or (ii) all other amounts
due under such Mortgage Loan have been paid, the payment of such Post-ARD
Additional Interest has not been forgiven in accordance with Section 3.20 and,
in the reasonable judgment of the Special Servicer, the Liquidation Proceeds
expected to be recovered in connection with such enforcement action will cover
the anticipated costs of such enforcement action and, if applicable, any
associated Advance Interest. In connection with the foregoing, in the event of a
default under any Mortgage Loan or Cross-Collateralized Group that is secured by
real properties located in multiple states, and such states include California
or another state with a statute, rule or regulation comparable to California's
"one action rule", then the Special Servicer shall consult Independent counsel
regarding the order and manner in which the Special Servicer should foreclose
upon or comparably proceed against such properties. The reasonable costs of such
consultation shall be paid by, and reimbursable to, the Special Servicer as a
Servicing Advance. In addition, all other costs and expenses (including
attorney's fees and expenses) incurred in any foreclosure sale or similar
proceeding shall be paid by, and reimbursable to, the Special Servicer as a
Servicing Advance. Nothing contained in this Section 3.09 shall be construed so
as to require the Special Servicer, on behalf of the Trust, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in


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excess of the fair market value of such property, as determined by the Special
Servicer taking into account the factors described in Section 3.18 and the
results of any appraisal obtained pursuant to the following sentence or
otherwise, all such cash bids to be made in a manner consistent with the
Servicing Standard. If and when the Special Servicer deems it necessary in
accordance with the Servicing Standard for purposes of establishing the fair
market value of any Mortgaged Property securing a defaulted Mortgage Loan,
whether for purposes of bidding at foreclosure or otherwise, the Special
Servicer is authorized to have an Appraisal completed with respect to such
property (the cost of which appraisal shall be covered by, and be reimbursable
as, a Servicing Advance). The Master Servicer shall not foreclose upon or
otherwise comparably convert, including by taking title thereto, any real
property or other collateral securing a defaulted Mortgage Loan.

          (b) Notwithstanding the foregoing provisions of this Section 3.09, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Trust under such circumstances, in such manner or pursuant to such terms as
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (unless the
portion of such REO Property that is not treated as "foreclosure property" and
that is held by any REMIC Pool at any given time constitutes not more than a de
minimis amount of the assets of such REMIC Pool within the meaning of Treasury
regulation section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by
Section 3.17(a), subject the Trust to the imposition of any federal income or
prohibited transaction taxes under the Code. Subject to the foregoing, however,
a Mortgaged Property may be acquired through a single member limited liability
company. In addition, except as permitted under Section 3.17(a), the Special
Servicer shall not acquire any personal property on behalf of the Trust pursuant
to this Section 3.09 unless either:

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

               (ii) the Special Servicer shall have obtained an Opinion of
     Counsel (the cost of which shall be covered by, and reimbursable as, a
     Servicing Advance) to the effect that the holding of such personal property
     as part of the Trust Fund will not result in an Adverse REMIC Event with
     respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
     any Grantor Trust Pool.

          (c) Notwithstanding the foregoing provisions of this Section 3.09, the
Special Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property by foreclosure, deed in lieu of foreclosure or otherwise, or take any
other action with respect to any Mortgaged Property, if, as a result of any such
action, the Trustee, on behalf of the Certificateholders (and, in the case of an
A/B Mortgage Loan Pair or the Great Lakes Crossing Total Mortgage Loan, the
related B-Note Mortgage Loan Holder or the holder of the Great Lakes Crossing
Companion Mortgage Loan, as applicable), could, in the reasonable judgment of
the Special Servicer, exercised in accordance with the Servicing Standard, be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law, unless:

               (i) the Special Servicer has previously determined in accordance
     with the Servicing Standard, based on a Phase I Environmental Assessment
     (and any additional environmental testing that the Special Servicer deems
     necessary and prudent) of such Mortgaged Property conducted by an
     Independent Person who regularly conducts Phase I Environmental


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<PAGE>

     Assessments and performed during the 12-month period preceding any such
     acquisition of title or other action, that (A) such Mortgaged Property is
     in compliance with applicable environmental laws and regulations and (B)
     there are no circumstances or conditions present at such Mortgaged Property
     relating to the use, management or disposal of Hazardous Materials for
     which investigation, testing, monitoring, containment, clean-up or
     remediation could be required under any applicable environmental laws and
     regulations; or

               (ii) in the event that the determination described in clause
     (c)(i) above cannot be made, the Special Servicer has previously determined
     in accordance with the Servicing Standard, on the same basis as described
     in clause (c)(i) above, and taking into account the coverage provided under
     the related Environmental Insurance Policy, that it would maximize the
     recovery to the Certificateholders (and, in the case of an A/B Mortgage
     Loan Pair or the Great Lakes Crossing Total Mortgage Loan, the related
     B-Note Mortgage Loan Holder or the holder of the Great Lakes Crossing
     Companion Mortgage Loan, as applicable) on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders, a B-Note Mortgage Loan Holder and/or the holder of
     the Great Lakes Crossing Companion Mortgage Loan, as applicable, to be
     performed at the related Net Mortgage Rate) to acquire title to or
     possession of the Mortgaged Property and to take such remedial, corrective
     and/or other further actions as are necessary to bring the Mortgaged
     Property into compliance with applicable environmental laws and regulations
     and to appropriately address any of the circumstances and conditions
     referred to in clause (c)(i)(B) above.

          Any such determination by the Special Servicer contemplated by clause
(i) or clause (ii) of the preceding paragraph shall be evidenced by an Officer's
Certificate to such effect delivered to the Trustee, the Master Servicer, the
Controlling Class Representative and, in the case of an A/B Mortgage Loan Pair
or the Great Lakes Crossing Companion Mortgage Loan, any related B-Note Mortgage
Loan Holder or the holder of the Great Lakes Crossing Companion Mortgage Loan,
as applicable, specifying all of the bases for such determination, such
Officer's Certificate to be accompanied by all related environmental reports.
The cost of such Phase I Environmental Assessment and any such additional
environmental testing shall be advanced by the Master Servicer at the direction
of the Special Servicer given in accordance with Section 3.19(b); provided,
however, that the Master Servicer shall not be obligated in connection therewith
to advance any funds which, if so advanced, would constitute a Nonrecoverable
Servicing Advance. Amounts so advanced shall be subject to reimbursement as
Servicing Advances in accordance with Section 3.05(a). The cost of any remedial,
corrective or other further action contemplated by clause (ii) of the preceding
paragraph shall be payable out of the Collection Account pursuant to Section
3.05(a) or, in the case of an A/B Mortgage Loan Pair, subject to the related A/B
Intercreditor Agreement, or the Great Lakes Crossing Total Mortgage Loan,
subject to the Great Lakes Crossing Intercreditor Agreement, out of the related
A/B Mortgage Loan Pair Custodial Account pursuant to Section 3.04(e) or out of
the GLCTML Custodial Account pursuant to Section 3.04(f), as applicable.

          (d) If neither of the conditions set forth in clauses (i) and (ii) of
the first paragraph of Section 3.09(c) has been satisfied with respect to any
Mortgaged Property securing a defaulted Mortgage Loan, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property) and, at such time as it deems
appropriate, may, on behalf of the Trust, release all or a portion of such
Mortgaged Property from the lien of the related Mortgage.


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<PAGE>

          (e) The Special Servicer shall report to the Trustee, the Master
Servicer, the Controlling Class Representative and, in the case of an A/B
Mortgage Loan Pair or the Great Lakes Crossing Companion Mortgage Loan, any
related B-Note Mortgage Loan Holder or the holder of the Great Lakes Crossing
Companion Mortgage Loan, as applicable, monthly in writing as to any actions
taken by the Special Servicer with respect to any Mortgaged Property as to which
neither of the conditions set forth in clauses (i) and (ii) of the first
paragraph of Section 3.09(c) has been satisfied, in each case until the earliest
to occur of satisfaction of either of such conditions, release of the lien of
the related Mortgage on such Mortgaged Property and the related Pooled Mortgage
Loan's becoming a Corrected Pooled Mortgage Loan.

          (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the subject Mortgage Loan(s) permit such an action and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable.

          (g) Annually in each January, the Special Servicer shall on a timely
basis prepare and forward to the Master Servicer, who shall promptly file same
with the IRS on a timely basis, the information returns with respect to the
reports of foreclosures and abandonments and reports relating to any
cancellation of indebtedness income with respect to any Mortgage Loan or
Mortgaged Property required by Sections 6050H (as applicable), 6050J and 6050P
of the Code. Contemporaneously, the Special Servicer shall prepare and deliver
to the Master Servicer, who shall promptly forward it to the Trustee, an
Officer's Certificate stating that all such information returns relating to any
Specially Serviced Mortgage Loan or REO Property that were required to be filed
during the prior twelve (12) months have been properly completed and timely
provided to the Master Servicer. The Master Servicer shall prepare and file the
information returns with respect to the receipt of any mortgage interest
received in a trade or business from individuals with respect to any Mortgage
Loan as required by Section 6050H of the Code. All information returns shall be
in form and substance sufficient to meet the reporting requirements imposed by
the relevant sections of the Code.

          (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Mortgage Loan or REO Property, it shall
promptly (and in any event, no later than the third Business Day following such
Final Recovery Determination) deliver to the Trustee and the Master Servicer
(with a copy to the Controlling Class Representative and, in the case of an A/B
Mortgage Loan Pair or the Great Lakes Crossing Total Mortgage Loan, to any
related B-Note Mortgage Loan Holder or the holder of the Great Lakes Crossing
Companion Mortgage Loan, as applicable) an Officer's Certificate setting forth
such Final Recovery Determination and the basis thereof.

          SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files.

          (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed or
made in a manner customary for such purposes, the Master Servicer shall promptly
so notify the Trustee and request delivery to it or its designee of the related
Mortgage File (such notice and request to be effected by delivering to the
Trustee a Request for Release in the form of Exhibit D-1 attached hereto, which
Request for Release shall be accompanied by the form of any release or discharge
to be executed by the Trustee and shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account, an A/B Mortgage Loan Pair
Custodial


                                     -154-

<PAGE>

Account or the GLCTML Custodial Account, as applicable, pursuant to Section 3.04
have been or will be so deposited). Upon receipt of such Request for Release,
the Trustee shall promptly release, or cause any related Custodian to release,
the related Mortgage File to the Master Servicer or its designee and shall
deliver to the Master Servicer or its designee such accompanying release or
discharge, duly executed. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account, the GLCTML Custodial Account, any A/B Mortgage Loan Pair Custodial
Account or the Distribution Account.

          (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), then, upon
request of the Master Servicer and receipt from the Master Servicer of a Request
for Release in the form of Exhibit D-1 attached hereto signed by a Servicing
Officer thereof, or upon request of the Special Servicer and receipt from the
Special Servicer of a Request for Release in the form of Exhibit D-2 attached
hereto, the Trustee shall release, or cause any related Custodian to release,
such Mortgage File (or portion thereof) to the Master Servicer or the Special
Servicer, as the case may be, or its designee. Upon return of such Mortgage File
(or portion thereof) to the Trustee or the related Custodian, or upon the
Special Servicer's delivery to the Trustee of an Officer's Certificate stating
that (i) such Mortgage Loan was liquidated and all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the Collection Account, an A/B Mortgage Loan Pair Custodial Account or the
GLCTML Custodial Account, as applicable, pursuant to Section 3.04 have been or
will be so deposited or (ii) such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be returned by the Trustee to the Master
Servicer or the Special Servicer, as appropriate.

          (c) Within five (5) Business Days of the Special Servicer's request
therefor (or, if the Special Servicer notifies the Trustee of an exigency,
within such shorter period as is reasonable under the circumstances), the
Trustee shall execute and deliver to the Special Servicer, in the form supplied
to the Trustee by the Special Servicer, any court pleadings, requests for
trustee's sale or other documents reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Borrower on a Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by a Mortgage Note or Mortgage or otherwise available at law or in
equity or to defend any legal action or counterclaim filed against the Trust,
the Master Servicer or the Special Servicer; provided that the Trustee may
alternatively execute and deliver to the Special Servicer, in the form supplied
to the Trustee by the Special Servicer, a limited power of attorney issued in
favor of the Special Servicer and empowering the Special Servicer to execute and
deliver any or all of such pleadings or documents relating to any Mortgage Loan
on behalf of the Trustee (however, the Trustee shall not be liable for any
misuse of such power of attorney by the Special Servicer). Together with such
pleadings or documents (or such power of attorney empowering the Special
Servicer to execute the same on behalf of the Trustee), the Special Servicer
shall deliver to the Trustee an Officer's Certificate requesting that such
pleadings or documents (or such power of attorney empowering the Special
Servicer to execute the same on behalf of the Trustee) be executed by the
Trustee and certifying as to the reason such pleadings or documents are required
and that the execution and delivery thereof by the Trustee (or by the Special
Servicer on behalf of the Trustee) will not invalidate or otherwise affect the
lien of the subject Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.


                                     -155-

<PAGE>

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

          (e) From time to time as is appropriate for servicing or foreclosure
of the Great Lakes Crossing Companion Mortgage Loan, the Master Servicer or
Special Servicer, as applicable, subject to the Great Lakes Crossing
Intercreditor Agreement, shall request the original of the related Mortgage Note
from the holder of the Great Lakes Crossing Companion Mortgage Loan.

          SECTION 3.11. Master Servicing and Special Servicing
                        Compensation; Interest on and Reimbursement of
                        Servicing Advances; Payment of Certain Expenses;
                        Obligations of the Trustee and any Fiscal Agent
                        Regarding Back-up Servicing Advances.

          (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to receive the Master Servicing Fee with respect to each
Pooled Mortgage Loan (including each Specially Serviced Mortgage Loan), the
Great Lakes Crossing Companion Mortgage Loan and each REO Loan. As to each such
Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related
Master Servicing Fee Rate (in accordance with the same terms of the related
Mortgage Note as are applicable to the accrual of interest at the Mortgage Rate)
and shall be computed on the basis of the same principal amount as interest
accrues from time to time on such Mortgage Loan or is deemed to accrue from time
to time on such REO Loan, as the case may be, and for the same period respecting
which any related interest payment due on such Mortgage Loan or deemed due on
such REO Loan, as the case may be, is computed. The Master Servicing Fee with
respect to any Pooled Mortgage Loan, the Great Lakes Crossing Companion Mortgage
Loan or any Pooled REO Loan shall cease to accrue if a Liquidation Event occurs
in respect thereof. Master Servicing Fees earned with respect to any Pooled
Mortgage Loan, the Great Lakes Crossing Companion Mortgage Loan or any REO Loan
shall be payable monthly from payments of interest on such Mortgage Loan or REO
Revenues allocable as interest on such REO Loan, as the case may be. The Master
Servicer, on behalf of itself and the holder of the Excess Servicing Strip,
shall be entitled to recover unpaid Master Servicing Fees in respect of any
Pooled Mortgage Loan, the Great Lakes Crossing Companion Mortgage Loan or any
REO Loan out of the portion of any related Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan or
REO Loan, as the case may be.

          The Master Servicer's right to receive the Master Servicing Fee may
not be transferred in whole or in part except in connection with the transfer of
all of the Master Servicer's responsibilities and obligations under this
Agreement and except as otherwise expressly provided herein.

          Without limiting its rights under any other agreement or arrangement,
the Master Servicer shall not be paid any Master Servicing Fee or comparable fee
under this Agreement with respect to any B-Note Mortgage Loan.

          Notwithstanding anything herein to the contrary, KRECM (and its
successors and assigns) may at its option assign or pledge to any third party or
retain for itself the Excess Servicing Strip (in whole but not in part);
provided that any assignee or pledgee of the Excess Servicing Strip must be a
Qualified Institutional Buyer or Institutional Accredited Investor (other than a
Plan); and provided, further, that no transfer, sale, pledge or other assignment
of the Excess Servicing Strip shall be made


                                     -156-

<PAGE>

unless that transfer, sale, pledge or other assignment is exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws and is otherwise made in accordance with the
Securities Act and such state securities laws; and provided, further, that in
the event of any resignation or termination of KRECM, all or any portion of the
Excess Servicing Strip may, to protect REMIC I against an associated increase in
expenses, be reduced by the Trustee to the extent reasonably necessary (in the
sole discretion of the Trustee) for the Trustee to obtain a qualified successor
Master Servicer (which successor may include the Trustee) that meets the
requirements of Sections 6.04 and 7.02 and that requires market rate servicing
compensation that, in the case of each Pooled Mortgage Loan and Pooled REO Loan,
accrues at a per annum rate greater than the excess of the related Master
Servicing Fee Rate over the then related Excess Servicing Fee Rate. KRECM and
each holder of the Excess Servicing Strip desiring to effect a transfer, sale,
pledge or other assignment of the Excess Servicing Strip shall, and KRECM hereby
agrees, and each such holder of the Excess Servicing Strip by its acceptance of
the Excess Servicing Strip shall be deemed to have agreed, in connection with
any transfer of the Excess Servicing Strip effected by such Person, to indemnify
the Certificateholders, the Trust, the Depositor, the Underwriters, the Trustee,
the Master Servicer, the Certificate Registrar and the Special Servicer against
any liability that may result if such transfer is not exempt from registration
and/or qualification under the Securities Act or other applicable federal and
state securities laws or is not made in accordance with such federal and state
laws or in accordance with the foregoing provisions of this paragraph. By its
acceptance of the Excess Servicing Strip, the holder thereof shall be deemed to
have agreed (i) to keep all information relating to the Trust and the Trust Fund
and made available to it by the Master Servicer confidential (except as
permitted pursuant to clause (iii) below or, in the case of the Master Servicer,
as contemplated hereby in the performance of its duties and obligations
hereunder), (ii) not to use or disclose such information in any manner that
could result in a violation of any provision of the Securities Act or other
applicable securities laws or that would require registration of the Excess
Servicing Strip or any Non-Registered Certificate pursuant to the Securities
Act, and (iii) not to disclose such information, and to cause its officers,
directors, partners, employees, agents or representatives not to disclose such
information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder's auditors, legal counsel and regulators, except to the
extent such disclosure is required by law, court order or other legal
requirement or to the extent such information is of public knowledge at the time
of disclosure by such holder or has become generally available to the public
other than as a result of disclosure by such holder; provided, however, that
such holder may provide all or any part of such information to any other Person
who is contemplating an acquisition of the Excess Servicing Strip if, and only
if, such Person (x) confirms in writing such prospective acquisition and (y)
agrees in writing to keep such information confidential, not to use or disclose
such information in any manner that could result in a violation of any provision
of the Securities Act or other applicable securities laws or that would require
registration of the Excess Servicing Strip or any Non-Registered Certificates
pursuant to the Securities Act and not to disclose such information, and to
cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part,
to any other Person other than such Persons' auditors, legal counsel and
regulators. From time to time following any transfer, sale, pledge or assignment
of the Excess Servicing Strip, the Person then acting as the Master Servicer
shall pay, out of each amount paid to such Master Servicer as Master Servicing
Fees with respect to any Pooled Mortgage Loan or Pooled REO Loan, as the case
may be, the portion of the Excess Servicing Strip attributable to such Pooled
Mortgage Loan or Pooled REO Loan to the holder of the Excess Servicing Strip
within one Business Day following the payment of such Master Servicing Fees to
the Master Servicer, in each case in accordance with payment instructions
provided by such holder in writing to the Master Servicer. The holder of the
Excess Servicing Strip shall not have any rights under this Agreement except as
set forth in the preceding sentences of this


                                     -157-

<PAGE>

paragraph. The Master Servicer shall pay the Excess Servicing Strip to the
holder of the Excess Servicing Strip (i.e., KRECM or any such third party) at
such time and to the extent the Master Servicer is entitled to receive payment
of its Master Servicing Fees hereunder, notwithstanding any resignation or
termination of KRECM hereunder (subject to reduction pursuant to the first
sentence of this paragraph).

          (b) Subject to the last paragraph of this Section 3.11(b), the Master
Servicer shall be entitled to receive the following items as additional
servicing compensation (the following items, collectively, "Additional Master
Servicing Compensation"):

               (i) any and all Net Default Charges accrued with respect to a
     Performing Mortgage Loan;

               (ii) 50% of any and all Net Assumption Application Fees, Net
     Assumption Fees, modification fees, extension fees, consent fees, waiver
     fees, fees paid in connection with defeasance and earn-out fees actually
     paid by a Borrower with respect to a Performing Mortgage Loan;

               (iii) any and all charges for beneficiary statements or demands,
     amounts collected for checks returned for insufficient funds and other loan
     processing fees actually paid by a Borrower with respect to a Performing
     Mortgage Loan and, in the case of checks returned for insufficient funds,
     with respect to a Specially Serviced Mortgage Loan;

               (iv) any and all Prepayment Interest Excesses collected with
     respect to each Pooled Mortgage Loan, including a Specially Serviced Pooled
     Mortgage Loan; and

               (v) interest or other income earned on deposits in the Investment
     Accounts (other than any Purchase Price Security Deposit Account or Special
     Reserve Account) maintained by the Master Servicer, in accordance with
     Section 3.06(b) (but only to the extent of the Net Investment Earnings, if
     any, with respect to any such Investment Account for each related
     Investment Period and, further, in the case of a Servicing Account or
     Reserve Account, only to the extent such interest or other income is not
     required to be paid to any Borrower under applicable law or under the
     related Mortgage).

          To the extent that any of the amounts described in clauses (i) through
(iv) of the preceding paragraph are collected by the Special Servicer, the
Special Servicer shall promptly pay such amounts to the Master Servicer.

          Notwithstanding the foregoing, but without limiting its rights under
any other agreement or arrangement, the Master Servicer shall not be paid any
compensation under this Agreement of the type described in clauses (i) through
(iv) of the second preceding paragraph with respect to the B-Note Mortgage
Loans.

          (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive monthly the Special Servicing Fee with respect to
each Specially Serviced Pooled Mortgage Loan and each Pooled REO Loan. As to
each Specially Serviced Pooled Mortgage Loan and Pooled REO Loan, the Special
Servicing Fee shall accrue at the Special Servicing Fee Rate (in accordance with
the same terms of the related Mortgage Note as are applicable to the accrual of
interest at the Mortgage Rate) and shall be computed on the basis of the same
principal amount as interest accrues from time to


                                     -158-

<PAGE>

time on such Specially Serviced Pooled Mortgage Loan or is deemed to accrue from
time to time on such Pooled REO Loan, as the case may be, and for the same
period respecting which any related interest payment due on such Specially
Serviced Pooled Mortgage Loan or deemed to be due on such Pooled REO Loan is
computed. The Special Servicing Fee with respect to any Specially Serviced
Pooled Mortgage Loan or Pooled REO Loan shall cease to accrue as of the date a
Liquidation Event occurs in respect thereof or, in the case of a Specially
Serviced Pooled Mortgage Loan, as of the date it becomes a Corrected Pooled
Mortgage Loan. Earned but unpaid Special Servicing Fees in respect of any
Specially Serviced Pooled Mortgage Loan or Pooled REO Loan shall be payable
monthly out of general collections on the Pooled Mortgage Loans and any REO
Properties on deposit in the Collection Account pursuant to Section 3.05(a).

          As further compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Work-out Fee with respect to each
Corrected Pooled Mortgage Loan. As to each Corrected Pooled Mortgage Loan, the
Work-out Fee shall be payable out of, and shall be calculated by application of
the Work-out Fee Rate to, (i) each payment of interest (other than Post-ARD
Additional Interest and Default Interest) and principal received from the
related Borrower on such Pooled Mortgage Loan for so long as it remains a
Corrected Pooled Mortgage Loan and (ii) the interest (other than Advance
Interest) and principal portions of any Liquidation Proceeds received on such
Pooled Mortgage Loan while it is a Corrected Pooled Mortgage Loan in connection
with the repurchase or replacement thereof subsequent to the end of the
applicable Initial Resolution Period and any applicable Resolution Extension
Period, as a result of a Material Breach or a Material Document Defect, by
Column or KeyBank pursuant to a Mortgage Loan Purchase Agreement or, if
applicable, by the Column Performance Guarantor pursuant to the Column
Performance Guarantee. The Work-out Fee with respect to any Corrected Pooled
Mortgage Loan will cease to be payable if a new Servicing Transfer Event occurs
with respect thereto or if the related Mortgaged Property becomes an REO
Property; provided that a new Work-out Fee would become payable if and when such
Pooled Mortgage Loan again became a Corrected Pooled Mortgage Loan with respect
to such new Servicing Transfer Event. If the Special Servicer is terminated,
including pursuant to Section 3.25, or resigns in accordance with Section 6.04,
it shall retain the right to receive any and all Work-out Fees payable in
respect of (i) any Pooled Mortgage Loans that became Corrected Pooled Mortgage
Loans during the period that it acted as Special Servicer and that were still
Corrected Pooled Mortgage Loans at the time of such termination or resignation
and (ii) any Specially Serviced Pooled Mortgage Loan for which it had resolved
the circumstances and/or conditions causing any such Pooled Mortgage Loan to be
a Specially Serviced Pooled Mortgage Loan, but which had not as of the time it
was terminated or resigned become a Corrected Pooled Mortgage Loan solely
because the related Borrower had not made three consecutive timely Monthly
Payments and which subsequently becomes a Corrected Pooled Mortgage Loan as a
result of the related Borrower making such three consecutive timely Monthly
Payments (and the successor Special Servicer shall not be entitled to any
portion of such Work-out Fees), in each case until the Work-out Fee for any such
loan ceases to be payable in accordance with the preceding sentence; provided
that, in the case of any Specially Serviced Pooled Mortgage Loan described in
clause (ii) of this sentence, the terminated Special Servicer shall immediately
deliver the related Servicing File to the Master Servicer, and the Master
Servicer shall (without further compensation) monitor that all conditions
precedent to such Pooled Mortgage Loan's becoming a Corrected Pooled Mortgage
Loan are satisfied and, further, shall immediately transfer such Servicing File
to the new Special Servicer if and when it becomes apparent to the Master
Servicer that such conditions precedent will not be satisfied.


                                     -159-

<PAGE>

          As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Specially Serviced Pooled Mortgage Loan or REO Property as to which it
receives any full, partial or discounted payoff from the related Borrower or any
Condemnation Proceeds or Liquidation Proceeds (other than in connection with the
purchase of any such Specially Serviced Pooled Mortgage Loan by the Special
Servicer or the Majority Controlling Class Certificateholder pursuant to Section
3.18; the purchase of any such Specially Serviced Pooled Mortgage Loan or REO
Property by the Master Servicer, the Special Servicer or any
Certificateholder(s) of the Controlling Class pursuant to Section 9.01; the
acquisition of any such Specially Serviced Pooled Mortgage Loan or REO Property
by the Sole Certificateholder(s) in exchange for all the Certificates pursuant
to Section 9.01; the repurchase or replacement no later than the end of the
applicable Initial Resolution Period and any applicable Resolution Extension
Period, as a result of a Material Breach or Material Document Defect, of any
such Specially Serviced Pooled Mortgage Loan or REO Property by Column or
KeyBank pursuant to a Mortgage Loan Purchase Agreement or by the Column
Performance Guarantor pursuant to the Column Performance Guarantee; the
repurchase of any such Specially Serviced Pooled Mortgage Loan that is an
Exhibit B-5 Mortgage Loan by Column or KeyBank, as applicable, pursuant to a
Mortgage Loan Purchase Agreement, in connection with an Early Defeasance; the
purchase of the Great Lakes Crossing Pooled Mortgage Loan by the holder of the
Great Lakes Crossing Companion Mortgage Loan pursuant to the terms of the Great
Lakes Crossing Intercreditor Agreement; the purchase of the Great Lakes Crossing
Pooled Mortgage Loan by the Class GLC Directing Certificateholder pursuant to
Section 3.27; the purchase of the Ritz-Carlton Key Biscayne Pooled Mortgage Loan
by the Class RCKB Directing Certificateholder pursuant to Section 3.27; the
purchase of any such Specially Serviced Pooled Mortgage Loan that is a Pooled
A-Note Mortgage Loan by the related B-Note Mortgage Loan Holder pursuant to the
related A/B Intercreditor Agreement; or the purchase of any such Specially
Serviced Pooled Mortgage Loan by any related Mezzanine Loan Holder pursuant to
any related Mezzanine Loan Intercreditor Agreement). As to each such Specially
Serviced Mortgage Loan or REO Property, the Liquidation Fee shall be payable out
of, and shall be calculated by application of the Liquidation Fee Rate to, any
such full, partial or discounted payoff, Condemnation Proceeds and/or
Liquidation Proceeds received or collected in respect thereof (other than any
portion of such payment or proceeds that represents Post-ARD Additional
Interest, Default Charges, a Prepayment Premium or a Yield Maintenance Charge).
The Liquidation Fee with respect to any such Specially Serviced Pooled Mortgage
Loan will not be payable if such Pooled Mortgage Loan becomes a Corrected Pooled
Mortgage Loan. Notwithstanding anything herein to the contrary, no Liquidation
Fee will be payable in connection with the receipt of, or out of, Liquidation
Proceeds collected as a result of the purchase or substitution of any Specially
Serviced Pooled Mortgage Loan or REO Property described in the parenthetical to
the first sentence of this paragraph.

          The Special Servicer's right to receive the Special Servicing Fee, the
Work-out Fee and/or the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement and except as otherwise
expressly provided herein. In addition, notwithstanding the foregoing provisions
of this Section 3.11(c), Special Servicing Fees, Work-out Fees and Liquidation
Fees earned with respect to any Pooled A-Note Mortgage Loan, any successor
Pooled REO Loan with respect thereto or any related REO Property shall be
payable out of the related A/B Mortgage Loan Pair Custodial Account, to the
maximum extent permitted by the related A/B Intercreditor Agreement, before
being paid out of the Collection Account. Furthermore, notwithstanding the
foregoing provisions of this Section 3.11(c), Special Servicing Fees, Work-out
Fees and Liquidation Fees earned with respect to the Great Lakes Crossing Pooled
Mortgage Loan or any successor Pooled REO Loan with respect thereto shall be


                                     -160-

<PAGE>

payable out of the GLCTML Custodial Account, to the maximum extent permitted by
the Great Lakes Crossing Intercreditor Agreement, before being paid out of the
Collection Account.

          The Special Servicer shall be entitled to such compensation with
respect to the B-Note Mortgage Loans as is provided under the respective A/B
Intercreditor Agreements; provided that, in no such case shall the payment of
any such compensation reduce amounts otherwise payable to the Certificateholders
with respect to the related Pooled A-Note Mortgage Loan.

          If and to the extent applicable under the circumstances, the Special
Servicer shall be entitled to a Special Servicing Fee, a Work-out Fee and/or a
Liquidation Fee with respect to the Great Lakes Crossing Companion Mortgage Loan
or any successor Companion REO Loan as if such Mortgage Loan was a Pooled
Mortgage Loan or such REO Loan was a Pooled REO Loan; provided that any such
fees shall be paid hereunder solely out of collections on or in respect of the
Great Lakes Crossing Companion Mortgage Loan or any successor Companion REO Loan
with respect thereto and, in no event, out of the Trust Fund.

          (d) Subject to the last paragraph of this Section 3.11(e), the Special
Servicer shall be entitled to receive the following items as additional special
servicing compensation (the following items, collectively, the "Additional
Special Servicing Compensation"):

               (i) any and all Net Default Charges accrued with respect to a
     Specially Serviced Mortgage Loan or a REO Loan;

               (ii) any and all Net Assumption Fees, Net Assumption Application
     Fees, modification fees, extension fees, consent fees, waiver fees, fees
     paid in connection with defeasance, earn-out fees and charges for
     beneficiary statements or demands that are actually received on or with
     respect to a Specially Serviced Mortgage Loan or an REO Loan;

               (iii) 50% of any and all Net Assumption Fees, Net Assumption
     Application Fees, modification fees, extension fees, consent fees, waiver
     fees, fees paid in connection with defeasance and earn-out fees that are
     actually received on or with respect to a Performing Mortgage Loan; and

               (iv) interest or other income earned on deposits in the REO
     Account, in accordance with Section 3.06(b) (but only to the extent of the
     Net Investment Earnings, if any, with respect to the REO Account for each
     related Investment Period).

          To the extent that any of the amounts described in clauses (i) through
(iii) of the preceding paragraph are collected by the Master Servicer, the
Master Servicer shall promptly pay such amounts to the Special Servicer and
shall not be required to deposit such amounts in the Collection Account pursuant
to Section 3.04(a).

          Notwithstanding the foregoing, the Special Servicer shall be entitled
to the amounts described in clauses (i) through (iii) of the second preceding
paragraph that are received with respect to the B-Note Mortgage Loans only as
and to the extent provided under the respective A/B Intercreditor Agreements;
provided that in no such case shall the payment of any such compensation reduce
amounts otherwise payable to the Certificateholders with respect to the related
Pooled A-Note Mortgage Loan.


                                     -161-

<PAGE>

          (e) Each of the Master Servicer and the Special Servicer shall be
required (subject to Section 3.11(h) below) to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of any amounts due and owing to any of Sub-Servicers retained
by it (including any termination fees) and the premiums for any blanket policy
or the standby fee or similar premium, if any, for any master force placed
policy obtained by it insuring against hazard losses pursuant to Section
3.07(b)), if and to the extent such expenses are not payable directly out of the
Collection Account, the REO Account, any A/B Mortgage Loan Pair Custodial
Account, the GLCTML Custodial Account, Purchase Price Security Deposit Account,
Special Reserve Account, Servicing Account or Reserve Account, and neither the
Master Servicer nor the Special Servicer shall be entitled to reimbursement for
any such expense incurred by it except as expressly provided in this Agreement.
If the Master Servicer is required to make any Servicing Advance hereunder at
the discretion of the Special Servicer in accordance with Section 3.19 or
otherwise, the Special Servicer shall promptly provide the Master Servicer with
such documentation regarding the subject Servicing Advance as the Master
Servicer may reasonably request.

          (f) If the Master Servicer or the Special Servicer is required under
this Agreement to make a Servicing Advance, but it fails to do so within ten
days after such Advance is required to be made, the Trustee shall, if it has
actual knowledge of such failure on the part of the Master Servicer or the
Special Servicer, as the case may be, give notice of such failure to the
defaulting party. If such Advance is not made by the Master Servicer or the
Special Servicer within three Business Days after such notice, then (subject to
Section 3.11(h) below) the Trustee or a Fiscal Agent appointed thereby shall
make such Advance. If any Fiscal Agent makes any such Servicing Advance, the
Trustee shall be deemed not to be in default under this Agreement for failing to
do so.

          (g) The Master Servicer, the Special Servicer, the Trustee and any
Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of each Servicing
Advance made thereby (with its own funds), for so long as such Servicing Advance
is outstanding. Subject to the next sentence and the last sentence of this
Section 3.11(g), such interest with respect to any Servicing Advances made with
respect to or allocable to the Mortgage Pool shall be payable: (i) first, in
accordance with Sections 3.05 and/or 3.26, out of any Default Charges
subsequently collected on or in respect of the particular Pooled Mortgage Loan
or Pooled REO Loan as to which such Servicing Advance relates; and (ii) then,
after such Servicing Advance is reimbursed, but only if and to the extent that
such Default Charges are insufficient to cover such Advance Interest, out of
general collections on the Pooled Mortgage Loans and any REO Properties on
deposit in the Collection Account. Such interest with respect to any Servicing
Advances made with respect to the Great Lakes Crossing Companion Mortgage Loan
or any successor Companion Mortgage Loan with respect thereto shall be payable:
(i) first, in accordance with Section 3.05, out of any Default Charges
subsequently collected on or in respect of such Mortgage Loan or REO Loan, as
the case may be; and (ii) then, after such Servicing Advance is reimbursed, but
only if and to the extent that such Default Charges are insufficient to cover
such Advance Interest, out of any other collections on such Mortgage Loan or REO
Loan, as the case may be, on deposit in the GLCTML Custodial Account (but in no
event out of the Trust Fund); provided that this provision is in no way intended
to limit any rights that the Master Servicer, the Special Servicer, the Trustee
or the Fiscal Agent may have to receive payment for such Advance Interest from
the holder of the Great Lakes Crossing Companion Mortgage Loan under the Great
Lakes Crossing Intercreditor Agreement. The Master Servicer shall reimburse
itself, the Special Servicer, the Trustee or any Fiscal Agent, as appropriate,
for any Servicing Advance made by any such Person with respect to any Mortgage
Loan or REO Property as soon as practicable after funds available


                                     -162-

<PAGE>

for such purpose are deposited in the Collection Account or, if applicable, the
GLCTML Custodial Account or any related A/B Mortgage Loan Pair Custodial
Account. The Master Servicer shall not be entitled to Advance Interest on any
Servicing Advance made thereby to the extent a payment that may be applied to
reimburse such Servicing Advance is received but is being held by or on behalf
of the Master Servicer in suspense. In addition, notwithstanding the foregoing
provisions of this Section 3.11(g), Advance Interest earned on any Advances made
with respect to either Mortgage Loan of an A/B Mortgage Loan Pair or with
respect to any REO Property related to an A/B Mortgage Loan Pair shall be
payable out of the related A/B Mortgage Loan Pair Custodial Account, to the
maximum extent permitted by the related A/B Intercreditor Agreement, before
being paid out of general collections on the Mortgage Pool on deposit in the
Collection Account.

          (h) Notwithstanding anything to the contrary set forth herein, none of
the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent shall
be required to make any Servicing Advance that it determines in its reasonable
judgment would constitute a Nonrecoverable Servicing Advance. The determination
by the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent,
as the case may be, that it has made (or, in the case of a determination made by
the Special Servicer, that the Master Servicer has made) a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, shall be evidenced by an
Officer's Certificate delivered (i) to the Trustee and the Depositor, in the
case of the Master Servicer, (ii) to the Master Servicer and the Trustee in the
case of the Special Servicer, (iii) to the Depositor and the Master Servicer, in
the case of the Trustee or any Fiscal Agent, and (iv) and in each case, to the
Controlling Class Representative, the Class RCKB Directing Certificateholder (if
the Ritz-Carlton Key Biscayne Pooled Mortgage Loan or any related REO Property
is involved), and the Class GLC Directing Certificateholder and the holder of
the Great Lakes Crossing Companion Mortgage Loan (if the Great Lakes Crossing
Total Mortgage Loan or any related Pooled REO Loan is involved). The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Master Servicer, the Special Servicer or the Trustee, as
applicable, forming the basis of such determination (which shall include but
shall not be limited to information, to the extent available, such as related
income and expense statements, rent rolls, occupancy status and property
inspections, and shall include an Appraisal (provided that if an Appraisal has
been obtained within the past 12 months, no new Appraisal is required) of the
related Mortgaged Property, the cost of which Appraisal shall be advanced by the
Master Servicer as a Nonrecoverable Servicing Advance). Such Officer's
Certificate shall be accompanied by the Appraisal and all other supporting
documentation relevant to the subject parties' nonrecoverability determination.
The Trustee and any Fiscal Agent will be entitled to conclusively rely on the
Master Servicer's determination that a Servicing Advance is nonrecoverable. The
Master Servicer, the Trustee and any Fiscal Agent shall be entitled to
conclusively rely on the Special Servicer's determination that a Servicing
Advance is a Nonrecoverable Servicing Advance.

          (i) Notwithstanding anything to the contrary set forth herein, the
Master Servicer may (and, at the direction of the Special Servicer if a
Specially Serviced Mortgage Loan or an REO Property is involved, shall) pay
directly out of the Collection Account any servicing expense that, if paid by
the Master Servicer or the Special Servicer, would constitute a Nonrecoverable
Servicing Advance for the subject Mortgage Loan or REO Property; provided that
the Master Servicer (or the Special Servicer, if a Specially Serviced Mortgage
Loan or an REO Property is involved) has determined in accordance with the
Servicing Standard that making such payment is in the best interests of the
Certificateholders (as a collective whole), as evidenced by an Officer's
Certificate delivered promptly to the Depositor and the Trustee, which shall
provide a copy thereof to the Controlling Class


                                     -163-

<PAGE>

Representative, setting forth the basis for such determination and accompanied
by any information that such Person may have obtained that supports such
determination. A copy of any such Officer's Certificate (and accompanying
information) of the Master Servicer shall also be delivered promptly to the
Special Servicer, and a copy of any such Officer's Certificate (and accompanying
information) of the Special Servicer shall also be promptly delivered to the
Master Servicer.

          SECTION 3.12. Property Inspections; Collection of Financial
                        Statements; Delivery of Certain Reports.

          (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable (but in any
event not later than 60 days) after the related Pooled Mortgage Loan becomes a
Specially Serviced Pooled Mortgage Loan (and, in cases where the related Pooled
Mortgage Loan has become a Specially Serviced Pooled Mortgage Loan, the Special
Servicer shall continue to perform or cause to be performed a physical
inspection of the subject Mortgaged Property at least once per calendar year
thereafter for so long as the related Pooled Mortgage Loan remains a Specially
Serviced Pooled Mortgage Loan or if such Mortgaged Property becomes an REO
Property); provided that the Special Servicer shall be entitled to reimbursement
of the reasonable and direct out-of-pocket expenses incurred by it in connection
with each such inspection as Servicing Advances. Beginning in 2004, the Master
Servicer shall at its expense perform or cause to be performed an inspection of
each Mortgaged Property at least once per calendar year (or, if the related
Pooled Mortgage Loan has an unpaid principal balance of under $2,000,000, once
every two years), if the Special Servicer has not already done so during that
period pursuant to the preceding sentence. The Master Servicer and the Special
Servicer shall each prepare (and, promptly following preparation, if there has
been a material adverse change in the condition of the subject Mortgaged
Property or REO Property, as applicable, deliver to the Controlling Class
Representative, the Class GLC Directing Certificateholder and the holder of the
Great Lakes Crossing Companion Mortgage Loan (if the subject Mortgaged Property
is the Great Lakes Crossing Mortgaged Property) and to the Class RCKB Directing
Certificateholder (if the subject Mortgaged Property is the Ritz-Carlton Key
Biscayne Mortgaged Property) a written report of each such inspection performed
by it or on its behalf that sets forth in detail the condition of the subject
Mortgaged Property and that specifies the occurrence or existence of: (i) any
sale, transfer or abandonment of the subject Mortgaged Property of which the
Master Servicer or the Special Servicer, as applicable, is aware, (ii) any
change in the condition or occupancy of the subject Mortgaged Property of which
the Master Servicer or the Special Servicer, as applicable, is aware and that it
considers, in accordance with the Servicing Standard, material, or (iii) any
waste committed on the Mortgaged Property of which the Master Servicer or the
Special Servicer, as the case may be, is aware and that it considers, in
accordance with the Servicing Standard, material. Each of the Master Servicer
and Special Servicer shall, upon request, deliver to the Trustee, to the
Controlling Class Representative, to the Class GLC Directing Certificateholder
and the holder of the Great Lakes Crossing Companion Mortgage Loan (if the
subject Mortgaged Property is the Great Lakes Crossing Mortgaged Property) and
to the Class RCKB Directing Certificateholder (if the subject Mortgaged Property
is the Ritz-Carlton Key Biscayne Mortgaged Property) a copy (or image in
suitable electronic media) of each such written report prepared by it, in each
case within 30 days following the request (or, if later, within 30 days
following the later of completion of the related inspection if the inspection is
performed by the Master Servicer or the Special Servicer, as applicable, or
receipt of the related inspection report if the inspection is performed by a
third-party). Upon request, the Trustee shall request from the Master Servicer
or the Special Servicer, as applicable, and, to the extent such items have been
delivered to the Trustee by the Master Servicer or the Special Servicer, as
applicable, deliver to each of the Depositor,


                                     -164-

<PAGE>

the Controlling Class Representative, the holder of the Great Lakes Crossing
Companion Mortgage Loan or the Class GLC Directing Certificateholder (in the
case of the Great Lakes Crossing Mortgaged Property), the Class RCKB Directing
Certificateholder (in the case of the Ritz-Carlton Key Biscayne Mortgaged
Property), any Certificateholder or, if the Trustee has in accordance with
Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby,
any Certificate Owner, a copy (or image in suitable electronic media) of each
such written report prepared by the Master Servicer or the Special Servicer.

          (b) Commencing with respect to the calendar quarter ended March 31,
2003, the Special Servicer, in the case of any Specially Serviced Mortgage Loan,
and the Master Servicer, in the case of each Performing Mortgage Loan, shall
make reasonable efforts to collect promptly from each related Borrower quarterly
and annual operating statements, budgets and rent rolls of the related Mortgaged
Property, and quarterly and annual financial statements of such Borrower,
whether or not delivery of such items is required pursuant to the terms of the
related Mortgage. In addition, the Special Servicer shall cause quarterly and
annual operating statements, budgets and rent rolls to be regularly prepared in
respect of each REO Property and shall collect all such items promptly following
their preparation. The Special Servicer shall deliver copies (or images in
suitable electronic media) of all of the foregoing items so collected or
obtained by it to the Master Servicer within 30 days of its receipt thereof.

          The Master Servicer shall maintain a CMSA Operating Statement Analysis
Report with respect to each Mortgaged Property and REO Property. Within 60 days
after receipt by the Master Servicer from the related Borrower or otherwise, as
to a Performing Pooled Mortgage Loan, and within 30 days after receipt by the
Master Servicer from the Special Servicer or otherwise, as to a Specially
Serviced Pooled Mortgage Loan or an REO Property, of any annual operating
statements or rent rolls with respect to any Mortgaged Property or REO Property,
the Master Servicer shall, based upon such operating statements or rent rolls,
prepare (or, if previously prepared, update) the CMSA Operating Statement
Analysis Report for the subject Mortgaged Property or REO Property. The Master
Servicer shall remit a copy of each CMSA Operating Statement Analysis Report
prepared or updated by it (promptly following initial preparation and each
update thereof), together with, if so requested, the underlying operating
statements and rent rolls, to the Trustee and the Special Servicer in a format
reasonably acceptable to the Trustee, the Master Servicer and the Special
Servicer. The Trustee shall, upon request, request from the Master Servicer (if
necessary) and, to the extent such items have been delivered to the Trustee by
the Master Servicer, deliver to the Controlling Class Representative, any
Certificateholder or, if the Trustee has in accordance with Section 5.06(b)
confirmed the Ownership Interest in the Certificates held thereby, any
Certificate Owner, a copy of the CMSA Operating Statement Analysis (or update
thereof) for any Mortgaged Property or REO Property and, if requested, the
related operating statement or rent rolls.

          Within 60 days (or, in the case of items received from the Special
Servicer with respect to Specially Serviced Pooled Mortgage Loans and REO
Properties, 30 days) after receipt by the Master Servicer of any quarterly or
annual operating statements with respect to any Mortgaged Property or REO
Property, the Master Servicer shall prepare or update and forward to the
Trustee, the Special Servicer and the Controlling Class Representative (in an
electronic format reasonably acceptable to the Trustee, the Master Servicer and
the Special Servicer) a CMSA NOI Adjustment Worksheet for such Mortgaged
Property or REO Property, together with, if so requested, the related quarterly
or annual operating statements.


                                     -165-

<PAGE>

          If, with respect to any Performing Pooled Mortgage Loan, the Special
Servicer has any questions for the related Borrower based upon the information
received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the
Master Servicer shall, in this regard and without otherwise changing or
modifying its duties hereunder, reasonably cooperate with the Special Servicer
in assisting the Special Servicer to contact and solicit information from such
Borrower.

          (c) Not later than 2:00 p.m. (New York City time) on the first
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Master Servicer and the
Controlling Class Representative the following reports (or data files relating
to reports of the Master Servicer) with respect to the Specially Serviced Pooled
Mortgage Loans and REO Properties, providing the required information as of such
Determination Date: (i) a CMSA Property File; and (ii) a CMSA Loan Periodic
Update File (which, in each case, if applicable, will identify each subject
Pooled Mortgage Loan by loan number and property name). At or before 2:00 p.m.
(New York City time) on the first Business Day following each Determination
Date, the Special Servicer shall prepare and deliver or cause to be delivered to
the Master Servicer the following reports or the related data fields reflected
in the reports reasonably requested with respect to the Specially Serviced
Pooled Mortgage Loans and any REO Properties, providing the required information
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a
CMSA Comparative Financial Status Report; (iii) a CMSA Historical Liquidation
Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan
Report; and (v) a CMSA REO Status Report. In addition, the Special Servicer
shall from time to time provide the Master Servicer with such information in the
Special Servicer's possession regarding any Specially Serviced Pooled Mortgage
Loan or REO Property as may be requested by the Master Servicer and is
reasonably necessary for the Master Servicer to prepare each report and any
supplemental information required to be provided by the Master Servicer to the
Trustee.

          (d) Not later than 3:00 p.m. (New York City time) on the second
Business Day following each Determination Date, the Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered to
the Trustee, in a computer-readable medium downloadable by the Trustee (or, at
the Trustee's written request, in such other form reasonably acceptable to the
recipient, including on a loan-by-loan basis), each of the files and reports
comprising the CMSA Investor Reporting Package (excluding any CMSA Operating
Statement Analysis Report, any CMSA NOI Adjustment Worksheet, the CMSA Bond
Level File, the CMSA Collateral Summary File, the CMSA Loan Setup File and the
CMSA Loan Periodic Update File), in each case providing the most recent
information with respect to the Pooled Mortgage Loans and any REO Properties as
of the related Determination Date (and which, in each case, if applicable, will
identify each subject Pooled Mortgage Loan by loan number and property name);
provided that the Master Servicer shall not be required to prepare and deliver
any of the files and reports comprising the CMSA Investor Reporting Package
(other than the CMSA Loan Periodic Update File) before the second Determination
Date.

          The Master Servicer may, but is not required to, make any of the
reports or files comprising the CMSA Investor Reporting Package prepared by it
with respect to the Pooled Mortgage Loans and any REO Properties, available each
month on the Master Servicer's internet website only with the use of a password,
in which case the Master Servicer shall provide such password to (i) the other
parties to this Agreement, who by their acceptance of such password shall be
deemed to have agreed not to disclose such password to any other Person, (ii)
the Rating Agencies and the Controlling Class Representative, and (iii) each
Certificateholder and Certificate Owner who requests such


                                     -166-

<PAGE>

password; provided that any such Certificateholder or Certificate Owner, as the
case may be, has delivered a certification substantially in the form of Exhibit
K-1 to the Trustee (with a copy to the Master Servicer). In connection with
providing access to its internet website, the Master Servicer may require
registration and the acceptance of a disclaimer and otherwise (subject to the
preceding sentence) adopt reasonable rules and procedures, which may include, to
the extent the Master Servicer deems necessary or appropriate, conditioning
access on execution of an agreement governing the availability, use and
disclosure of such information, and which may provide indemnification to the
Master Servicer for any liability or damage that may arise therefrom.

          The Master Servicer shall on a monthly basis (in such format and at
such times as the Controlling Class Representative may reasonably designate)
deliver to the Controlling Class Representative the Payments Received after
Determination Date Report and the Special Reconciliation Report.

          (e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) and Section 3.12(c), and the Master
Servicer shall deliver to the Trustee the reports set forth in Section 3.12(d),
in an electronic format reasonably acceptable to the Special Servicer, the
Master Servicer and the Trustee. The Master Servicer may, absent manifest error,
conclusively rely on the reports to be provided by the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c). The Trustee may, absent manifest error,
conclusively rely on the reports to be provided by the Master Servicer pursuant
to Section 3.12(d). In the case of information or reports to be furnished by the
Master Servicer to the Trustee pursuant to Section 3.12(d), to the extent that
such information or reports are, in turn, based on information or reports to be
provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c)
or to the extent that such reports are to be prepared and delivered by the
Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master
Servicer shall have no obligation to provide such information or reports to the
Trustee until it has received the requisite information or reports from the
Special Servicer, and the Master Servicer shall not be in default hereunder due
to a delay in providing the reports required by Section 3.12(d) caused by the
Special Servicer's failure to timely provide any information or report required
under Section 3.12(b) or Section 3.12(c) of this Agreement.

          (f) Notwithstanding the foregoing, however, the failure of the Master
Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this
Section 3.12 to the extent the Master Servicer or the Special Servicer so fails
because such disclosure, in the reasonable belief of the Master Servicer or the
Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan Document prohibiting disclosure of information with
respect to the Mortgage Loans or Mortgaged Properties or would constitute a
waiver of the attorney-client privilege on behalf of the Trust. The Master
Servicer and the Special Servicer may disclose any such information or any
additional information to any Person so long as such disclosure is consistent
with applicable law, the related Mortgage Loan Documents and the Servicing
Standard. The Master Servicer or the Special Servicer may affix to any
information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).

          (g) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement, then the Master Servicer or the Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of


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such statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on the Master Servicer's internet website or the
Trustee's internet website, unless this Agreement expressly specifies a
particular method of delivery. Notwithstanding the foregoing, the Trustee may
request delivery in paper format of any statement, report or information
required to be delivered to the Trustee and, unless the Trustee consents
otherwise, clause (z) shall not apply to the delivery of any information
required to be delivered to the Trustee.

          (h) The Master Servicer and the Special Servicer each shall, with the
reasonable cooperation of the other parties hereto, deliver to each B-Note
Mortgage Loan Holder all documents, statements, reports and information with
respect to the related B-Note Mortgage Loan and/or the related Mortgaged
Property as may be required under the related A/B Intercreditor Agreement.

          (i) The Master Servicer, the Special Servicer and the Trustee shall
forward or otherwise make available to the Class GLC Directing Certificateholder
all such reports, documents and other information (whether pursuant to this
Section 3.12 or otherwise) that the Master Servicer, the Special Servicer or the
Trustee, as the case may be, forwards or otherwise makes available to the
Controlling Class Representative with respect to the Great Lakes Crossing Pooled
Mortgage Loan or any related REO Property, on a concurrent basis.

          (j) The Master Servicer, the Special Servicer and the Trustee shall
forward or otherwise make available to the Class RCKB Directing
Certificateholder all such reports, documents and other information (whether
pursuant to this Section 3.12 or otherwise) that the Master Servicer, the
Special Servicer or the Trustee, as the case may be, forwards or otherwise makes
available to the Controlling Class Representative with respect to the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan or any related REO Property, on a
concurrent basis.

          (k) The Special Servicer shall prepare and deliver to the Master
Servicer, and the Master Servicer shall prepare, if necessary, and deliver to
the holder of the Great Lakes Crossing Companion Mortgage Loan, with respect to
the Great Lakes Crossing Companion Mortgage Loan or any related REO Property,
all of the same type of reports, documents and other information (whether
pursuant to this Section 3.12 or otherwise) that the Special Servicer or the
Master Servicer, as the case may be, is required to prepare and deliver to the
Master Servicer, in the case of the Special Servicer, or to the Trustee, in the
case of the Master Servicer, with respect to the Great Lakes Crossing Pooled
Mortgage Loan or any related REO Property, on a concurrent basis.

          (l) Notwithstanding the foregoing, because the Master Servicer will
not receive the Servicing Files until the Closing Date and will not have
sufficient time to review and analyze such Servicing Files before the initial
Distribution Date, the parties agree that the CMSA Loan Periodic Update File
required to be delivered by the Master Servicer in May 2003 will be based solely
upon information generated from actual collections received by the Master
Servicer and from information the Depositor delivers or causes to be delivered
to the Master Servicer (including but not limited to information prepared by
third-party servicers of the Pooled Mortgage Loans and the Great Lakes Crossing
Companion Mortgage Loan with respect to the period prior to the Closing Date).
The Special Servicer shall from time to time (and, in any event, upon request)
provide the Master Servicer with such information in its possession regarding
the Specially Serviced Mortgage Loans and REO Properties as


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may be necessary for the Master Servicer to prepare each report and any
supplemental information to be provided by the Master Servicer to the Trustee.

          Notwithstanding the foregoing, the failure of the Master Servicer or
the Special Servicer to disclose any information otherwise required to be
disclosed pursuant to this Section 3.12, Section 3.27, Section 4.02(a) or
Section 4.02(b) shall not constitute a breach of this Section 3.12, Section
3.27, Section 4.02(a) or Section 4.02(b) to the extent that the Master Servicer
or the Special Servicer, as the case may be, so fails because such disclosure,
in the reasonable belief of the Master Servicer or the Special Servicer, as the
case may be, would violate any applicable law or any provision of a Mortgage
Loan Document prohibiting disclosure of information with respect to the Pooled
Mortgage Loans or the Mortgaged Properties, would constitute a waiver of the
attorney-client privilege on behalf of the Trust or would otherwise materially
harm the Trust Fund. The Master Servicer or the Special Servicer may affix to
any information provided by it any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other
party hereto).

          SECTION 3.13. Annual Statement as to Compliance.

          Each of the Master Servicer and the Special Servicer shall deliver to
the Trustee, the Depositor, each Underwriter, the holder of the Great Lakes
Crossing Companion Mortgage Loan, the Controlling Class Representative, the
Class GLC Directing Certificateholder, the Class RCKB Directing
Certificateholder and, to the extent required under the related A/B
Intercreditor Agreement, each B-Note Mortgage Loan Holder, on or before May 1 of
each year, beginning in 2004, an Officer's Certificate (the "Annual Performance
Certification") stating, as to the signer thereof, that (i) a review of the
activities of the Master Servicer or the Special Servicer, as the case may be,
during the preceding calendar year and of its performance under this Agreement
has been made under such officer's supervision, (ii) to the best of such
officer's knowledge, based on such review, the Master Servicer or the Special
Servicer, as the case may be, has fulfilled all of its obligations under this
Agreement in all material respects throughout such year (or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof), and (iii) the Master
Servicer or the Special Servicer, as the case may be, has received no notice
regarding the qualification, or challenging the status, of any REMIC Pool as a
REMIC or any Grantor Trust Pool as a Grantor Trust from the IRS or any other
governmental agency or body (or, if it has received any such notice, specifying
the details thereof); provided that each of the Master Servicer and the Special
Servicer shall be required to deliver its Annual Performance Certification by
March 15 in 2004; and provided, further, that each of the Master Servicer and
the Special Servicer shall also be required to deliver its Annual Performance
Certification by March 15 in any given year subsequent to 2004 if it has
received written confirmation from the Trustee or the Depositor by January 31 of
that year subsequent to 2004 that an Annual Report on Form 10-K is required to
be filed in respect of the Trust for the preceding calendar year.

          SECTION 3.14. Reports by Independent Public Accountants.

          On or before May 1 of each year, beginning in 2004, each of the Master
Servicer and the Special Servicer, at its expense, shall cause a firm of
independent public accountants that is a member of the American Institute of
Certified Public Accountants to furnish a statement (the "Annual Accountants'
Report") to the Trustee, the Depositor, each Underwriter, the holder of the
Great Lakes Crossing Companion Mortgage Loan, the Controlling Class
Representative, the Class GLC Directing Certificateholder, the Class RCKB
Directing Certificateholder and, to the extent required under the


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related A/B Intercreditor Agreement, each B-Note Mortgage Loan Holder, to the
effect that such firm has examined the servicing operations of the Master
Servicer or the Special Servicer, as the case may be, for the previous calendar
year and that, on the basis of such examination, conducted substantially in
compliance with USAP, such firm confirms that the Master Servicer or the Special
Servicer, as the case may be, has complied during such previous calendar year
with the minimum servicing standards (to the extent applicable to commercial and
multifamily mortgage loans) identified in USAP in all material respects, except
for such significant exceptions or errors in records that, in the opinion of
such firm, USAP requires it to report; provided that each of the Master Servicer
and the Special Servicer shall be required to cause the delivery of its Annual
Accountants' Report by March 15 in 2004; and provided, further, that each of the
Master Servicer and the Special Servicer shall also be required to cause the
delivery of its Annual Accountants' Report by March 15 in any given year
subsequent to 2004 if it has received written confirmation from the Trustee or
the Depositor by January 31 of that year that an Annual Report on Form 10-K is
required to be filed in respect of the Trust for the preceding calendar year. In
rendering its report such firm may rely, as to matters relating to the direct
servicing of securitized commercial and multifamily mortgage loans by
sub-servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those sub-servicers.

          The Master Servicer and the Special Servicer shall each reasonably
cooperate with the Depositor in providing any other form of accountants' reports
as may be required by the Commission in connection with the Commission's
issuance of a no-action letter relating to the Depositor's reporting
requirements in respect of the Trust pursuant to the Exchange Act, and the
reasonable additional costs of providing such other forms of accountants'
reports shall be borne by the Depositor.

          SECTION 3.15. Access to Certain Information.

          (a) Each of the Master Servicer and Special Servicer shall afford to
the Trustee, any Fiscal Agent, the Depositor, each Rating Agency, the
Controlling Class Representative, the holder of the Great Lakes Crossing
Companion Mortgage Loan and, to the extent required under the related A/B
Intercreditor Agreement, each B-Note Mortgage Loan Holder, and to the OTS, the
FDIC and any other banking or insurance regulatory authority that may exercise
authority over any Certificateholder, any Certificate Owner, the holder of the
Great Lakes Crossing Companion Mortgage Loan or any B-Note Mortgage Loan Holder,
access to any records regarding the Mortgage Loans and the servicing thereof
within its control, except to the extent it is prohibited from doing so by
applicable law, the terms of the related Mortgage Loan Documents or contract
entered into prior to the Closing Date or to the extent such information is
subject to a privilege under applicable law to be asserted on behalf of the
Certificateholders. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it. The Master Servicer and the Special Servicer each may affix a reasonable
disclaimer to any information provided by it for which it is not the original
source (without suggesting liability on the part of any other party hereto). In
connection with providing access to such records to the Controlling Class
Representative, the holder of the Great Lakes Crossing Companion Mortgage Loan
or a B-Note Mortgage Loan Holder, the Master Servicer and the Special Servicer
may require registration (to the extent access is provided via the Master
Servicer's internet website) and the acceptance of a reasonable and customary
disclaimer and otherwise adopt reasonable rules and procedures, which may
include, to the extent the Master Servicer or the Special Servicer, as
applicable,


                                     -170-

<PAGE>

deems necessary or appropriate, conditioning access on the execution and
delivery of an agreement governing the availability, use and disclosure of such
information.

          (b) Neither the Master Servicer nor the Special Servicer shall be
liable for providing or disseminating information in accordance with the terms
of this Agreement.

          (c) Upon the request of the Controlling Class Representative made not
more frequently than once a month, or at such mutually acceptable time each
month as the Controlling Class Representative shall reasonably designate, each
of the Master Servicer and the Special Servicer shall, without charge, make a
knowledgeable Servicing Officer available, at the option of the Controlling
Class Representative either by telephone or at the office of such Servicing
Officer, to answer questions from the Controlling Class Representative regarding
the performance and servicing of the Mortgage Loans and/or REO Properties for
which the Master Servicer or the Special Servicer, as the case may be, is
responsible.

          SECTION 3.16. Title to REO Property; REO Account.

          (a) If title to any REO Property is acquired, the deed or certificate
of sale shall be issued to the Trustee or its nominee, on behalf of the
Certificateholders (or, if such REO Property relates to an A/B Mortgage Loan
Pair or the Great Lakes Crossing Total Mortgage Loan, on behalf of the
Certificateholders and the related B-Note Mortgage Loan Holder or on behalf of
the Certificateholders and the holder of the Great Lakes Crossing Companion
Mortgage Loan, as applicable) or, subject to Section 3.09(b), to a single member
limited liability company of which the Trust is the sole member, which limited
liability company is formed or caused to be formed by the Special Servicer at
the expense of the Trust for the purpose of taking title to one or more REO
Properties pursuant to this Agreement. Any such limited liability company formed
by the Special Servicer shall be a manager-managed limited liability company,
with the Special Servicer to serve as the initial manager to manage the property
of the limited liability company, including any applicable REO Property, in
accordance with the terms of this Agreement as if such property was held
directly in the name of the Trust or Trustee under this Agreement. The Special
Servicer, on behalf of the Trust (or, if the subject REO Property relates to an
A/B Mortgage Loan Pair or the Great Lakes Crossing Total Mortgage Loan, on
behalf of the Trust and the related B-Note Mortgage Loan Holder or on behalf of
the Trust and the holder of the Great Lakes Crossing Companion Mortgage Loan, as
applicable), shall sell any REO Property by the end of the third calendar year
following the year in which the Trust acquires ownership of such REO Property
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer
either (i) applies, more than 60 days prior to the expiration of such
liquidation period, and is granted an extension of time (an "REO Extension") by
the IRS to sell such REO Property or (ii) obtains for the Trustee an Opinion of
Counsel, addressed to the Trustee, to the effect that the holding by the Trust
of such REO Property subsequent to the end of the third calendar year following
the year in which such acquisition occurred will not result in an Adverse REMIC
Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with
respect to any Grantor Trust Pool. Regardless of whether the Special Servicer
applies for or is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel referred to in
clause (ii) of such sentence, the Special Servicer shall act in accordance with
the Servicing Standard to liquidate the subject REO Property on a timely basis
within a customary and normal time frame for the sale of comparable properties.
If the Special Servicer is granted such REO Extension or obtains such Opinion of
Counsel with respect to any REO Property, the Special Servicer shall (i)
promptly forward a copy of such REO Extension or Opinion of Counsel to the


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Trustee, and (ii) sell such REO Property within such extended period as is
permitted by such REO Extension or contemplated by such Opinion of Counsel, as
the case may be. Any expense incurred by the Special Servicer in connection with
its applying for and being granted the REO Extension contemplated by clause (i)
of the third preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the third preceding sentence, and for the
creation of and the operating of a limited liability company, shall be covered
by, and be reimbursable as, a Servicing Advance.

          (b) The Special Servicer shall segregate and hold all funds collected
and received by it in connection with any REO Property separate and apart from
its own funds and general assets. If title to any REO Property is acquired by or
on behalf of the Trust (or, if such REO Property relates to an A/B Mortgage Loan
Pair or the Great Lakes Crossing Total Mortgage Loan, on behalf of the Trust and
the related B-Note Mortgage Loan Holder or on behalf of the Trust and the holder
of the Great Lakes Crossing Companion Mortgage Loan, as applicable), then the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO Account"), to be held on behalf of the Trustee in trust
for the benefit of the Certificateholders, for the retention of revenues and
other proceeds derived from each REO Property. Each account that constitutes the
REO Account shall be an Eligible Account. The Special Servicer shall deposit, or
cause to be deposited, in the REO Account, within one Business Day following
receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds received in respect of an REO Property. Funds in the REO
Account may be invested in Permitted Investments in accordance with Section
3.06. The Special Servicer shall be entitled to make withdrawals from the REO
Account to pay itself, as Additional Special Servicing Compensation, interest
and investment income earned in respect of amounts held in the REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to the REO Account for any related Investment
Period). The Special Servicer shall give notice to the other parties hereto of
the location of the REO Account when first established and of the new location
of the REO Account prior to any change thereof.

          (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the Business Day following the
end of each Collection Period, the Special Servicer shall withdraw from the REO
Account and deposit, or deliver to the Master Servicer for deposit, into the
Collection Account (or, if the subject REO Property relates to an A/B Mortgage
Loan Pair or the Great Lakes Crossing Total Mortgage Loan, into the related A/B
Mortgage Loan Pair Custodial Account or the GLCTML Custodial Account, as
applicable), the aggregate of all amounts received in respect of each REO
Property during such Collection Period, net of any withdrawals made out of such
amounts pursuant to the preceding sentence; provided that, in the case of each
REO Property, the Special Servicer may retain in the REO Account such portion of
such proceeds and collections as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital improvements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
reasonably expected to be incurred during the following 12-month period.

          (d) The Special Servicer shall keep and maintain separate records, on
a property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, the REO Account pursuant to Section 3.16(b) or 3.16(c).


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          SECTION 3.17. Management of REO Property.

          (a) Prior to the acquisition of title to any Mortgaged Property
securing a defaulted Mortgage Loan, the Special Servicer shall review the
operation of such Mortgaged Property and determine the nature of the income that
would be derived from such property if it were acquired by the Trust. If the
Special Servicer determines from such review that:

               (i) None of the income from Directly Operating such Mortgaged
     Property would be subject to tax as "net income from foreclosure property"
     within the meaning of the REMIC Provisions or to the tax imposed on
     "prohibited transactions" under Section 860F of the Code (either such tax
     referred to herein as an "REO Tax"), then such Mortgaged Property may be
     Directly Operated by the Special Servicer as REO Property;

               (ii) Directly Operating such Mortgaged Property as an REO
     Property could result in income from such property that would be subject to
     an REO Tax, but that a lease of such property to another party to operate
     such property, or the performance of some services by an Independent
     Contractor with respect to such property, or another method of operating
     such property would not result in income subject to an REO Tax, then the
     Special Servicer may (provided that in the judgment of the Special
     Servicer, exercised in accordance with the Servicing Standard, it is
     commercially reasonable) so lease or otherwise operate such REO Property;
     or

               (iii) It is reasonable to believe that Directly Operating such
     property as REO Property could result in income subject to an REO Tax and
     that no commercially reasonable means exists to operate such property as
     REO Property without the Trust incurring or possibly incurring an REO Tax
     on income from such property, then the Special Servicer shall deliver to
     the Trustee, in writing, a proposed plan (the "Proposed Plan") to manage
     such property as REO Property. Such plan shall include potential sources of
     income and good faith estimates of the amount of income from each such
     source. Within a reasonable period of time after receipt of such plan, the
     Trustee shall consult with the Special Servicer and shall advise the
     Special Servicer of the Trust's federal income tax reporting position with
     respect to the various sources of income that the Trust would derive under
     the Proposed Plan. In addition, the Trustee shall (to the maximum extent
     reasonably possible) advise the Special Servicer of the estimated amount of
     taxes that the Trust would be required to pay with respect to each such
     source of income. After receiving the information described in the two
     preceding sentences from the Trustee, the Special Servicer shall either (A)
     implement the Proposed Plan (after acquiring the respective Mortgaged
     Property as REO Property) or (B) manage and operate such property in a
     manner that would not result in the imposition of an REO Tax on the income
     derived from such property.

          Subject to Section 3.17(b), the Special Servicer's decision as to how
each REO Property shall be managed and operated shall be in accordance with the
Servicing Standard. Neither the Special Servicer nor the Trustee shall be liable
to the Certificateholders, the Trust, the other parties hereto or each other for
errors in judgment made in good faith in the exercise of their discretion while
performing their respective responsibilities under this Section 3.17(a) with
respect to any REO Property. Nothing in this Section 3.17(a) is intended to
prevent the sale of any REO Property pursuant to the terms and subject to the
conditions of Section 3.18.


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<PAGE>

          (b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect and operate such REO Property for the benefit of
the Certificateholders (or, if such REO Property relates to an A/B Mortgage Loan
Pair or the Great Lakes Crossing Total Mortgage Loan, for the benefit of the
Certificateholders and the related B-Note Mortgage Loan Holder or for the
benefit of the Certificateholders and the holder of the Great Lakes Crossing
Companion Mortgage Loan, as applicable) solely for the purpose of its prompt
disposition and sale in a manner that does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or, except as contemplated by Section 3.17(a), result in the receipt by
any REMIC Pool of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code, in an Adverse REMIC Event with respect to any
REMIC Pool or in an Adverse Grantor Trust Event with respect to any Grantor
Trust Pool. Except as contemplated by Section 3.17(a), the Special Servicer
shall not enter into any lease, contract or other agreement with respect to any
REO Property that causes the Trust to receive, and (unless required to do so
under any lease, contract or agreement to which the Special Servicer or the
Trust may become a party or successor to a party due to a foreclosure,
deed-in-lieu of foreclosure or other similar exercise of a creditor's rights or
remedies with respect to the related Mortgage Loan(s)) shall not, with respect
to any REO Property, cause or allow the Trust to receive, any "net income from
foreclosure property" that is subject to taxation under the REMIC Provisions.
Subject to the foregoing, however, the Special Servicer shall have full power
and authority to do any and all things in connection with the administration of
any REO Property, as are consistent with the Servicing Standard and, consistent
therewith, shall withdraw from the REO Account, to the extent of amounts on
deposit therein with respect to such REO Property, funds necessary for the
proper operation, management, maintenance and disposition of such REO Property,
including:

               (i) all insurance premiums due and payable in respect of such REO
     Property;

               (ii) all real estate taxes and assessments in respect of such REO
     Property that may result in the imposition of a lien thereon;

               (iii) any ground rents in respect of such REO Property; and

               (iv) all other costs and expenses necessary to maintain, lease,
     sell, protect, manage, operate and restore such REO Property.

To the extent that amounts on deposit in the REO Account with respect to any REO
Property are insufficient for the purposes contemplated by the preceding
sentence with respect to such REO Property, the Master Servicer shall, at the
direction of the Special Servicer, make a Servicing Advance of such amounts as
are necessary for such purposes unless the Master Servicer or the Special
Servicer determines, in its reasonable judgment, that such advances would, if
made, be Nonrecoverable Servicing Advances; provided, however, that the Master
Servicer may in its sole discretion make any such Servicing Advance without
regard to recoverability if it is a necessary fee or expense incurred in
connection with the defense or prosecution of legal proceedings.

          (c) The Special Servicer may contract with any Independent Contractor
for the operation and management of any REO Property; provided that:

               (i) the terms and conditions of any such contract may not be
     inconsistent herewith and shall reflect an agreement reached at arm's
     length;


                                     -174-

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               (ii) the fees of such Independent Contractor (which shall be
     expenses of the Trust) shall be reasonable and customary in consideration
     of the nature and locality of the REO Property;

               (iii) any such contract shall require, or shall be administered
     to require, that the Independent Contractor, in a timely manner, (A) pay
     all costs and expenses incurred in connection with the operation and
     management of such REO Property, including those listed in Section 3.17(b)
     above, and (B) remit all related revenues collected (net of its fees and
     such costs and expenses) to the Special Servicer upon receipt;

               (iv) none of the provisions of this Section 3.17(c) relating to
     any such contract or to actions taken through any such Independent
     Contractor shall be deemed to relieve the Special Servicer of any of its
     duties and obligations hereunder with respect to the operation and
     management of any such REO Property; and

               (v) the Special Servicer shall be obligated with respect thereto
     to the same extent as if it alone were performing all duties and
     obligations in connection with the operation and management of such REO
     Property.

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with any
Independent Contractor for the operation and management of any REO Property are
greater that the revenues available from such property, such excess costs shall
be covered by, and be reimbursable as, a Servicing Advance.

          SECTION 3.18. Fair Value Option; Sale of REO Properties.

          (a) The parties hereto may sell or purchase, or permit the sale or
purchase of, a Pooled Mortgage Loan or REO Property only on the terms and
subject to the conditions set forth in this Section 3.18 or as otherwise
expressly provided in or contemplated by: Section 2.03 and Section 9.01 of this
Agreement; the Mortgage Loan Purchase Agreements; the Column Performance
Guarantee; and the related Mortgage Loan Documents.

          (b) If any Pooled Mortgage Loan becomes a Specially Designated
Defaulted Pooled Mortgage Loan, then the Special Servicer shall so notify the
Trustee, the Controlling Class Representative, the Master Servicer, the Class
GLC Directing Certificateholder (if the subject Pooled Mortgage Loan is the
Great Lakes Crossing Pooled Mortgage Loan) and the Class RCKB Directing
Certificateholder (if the subject Pooled Mortgage Loan is the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan), and the Trustee shall, in turn, notify the
Holder(s) of the Controlling Class, in writing. In addition, the Special
Servicer shall determine (in accordance with the Servicing Standard, taking into
account the considerations contemplated by the following paragraph, but without
regard to the Purchase Option provided for in Section 3.18(c) below), and report
to the Trustee, the Master Servicer and the Controlling Class Representative,
the Fair Value of such Pooled Mortgage Loan. The Special Servicer's
determination of the Fair Value of any Specially Designated Defaulted Pooled
Mortgage Loan shall be made as soon as reasonably practicable, but in no event
later than 20 days after the Special Servicer receives the requisite Appraisal
or any other third-party reports that it deems necessary to make the


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determination. If at any time the Special Servicer becomes aware of any
circumstances or conditions that have occurred or arisen with respect to any
Specially Designated Defaulted Pooled Mortgage Loan or the related Mortgaged
Property subsequent to, and that would, in the Special Servicer's reasonable
judgment, materially affect, the Special Servicer's most recent Fair Value
determination with respect to such Specially Designated Defaulted Pooled
Mortgage Loan, then the Special Servicer shall redetermine (in the same manner
as provided above, but taking into account such new circumstances or conditions
known to the Special Servicer), and report to the Trustee, the Controlling Class
Representative, the Master Servicer, the holder of the Great Lakes Crossing
Companion Mortgage Loan (if the subject Pooled Mortgage Loan is the Great Lakes
Crossing Pooled Mortgage Loan), the Class GLC Directing Certificateholder (if
the subject Pooled Mortgage Loan is the Great Lakes Crossing Pooled Mortgage
Loan) and the Class RCKB Directing Certificateholder (if the subject Pooled
Mortgage Loan is the Ritz-Carlton Key Biscayne Pooled Mortgage Loan), and the
Trustee shall, in turn, report to the Holder(s) of the Controlling Class, the
updated Fair Value of the subject Specially Designated Defaulted Pooled Mortgage
Loan.

          In determining the Fair Value of any Specially Designated Defaulted
Pooled Mortgage Loan, the Special Servicer shall take into account, among other
factors, the period and amount of the delinquency on such Pooled Mortgage Loan,
the occupancy level and physical condition of the related Mortgaged Property,
the state of the local economy in the area where the related Mortgaged Property
is located, and the time and expense associated with a purchaser's foreclosing
on the related Mortgaged Property or working out such Pooled Mortgage Loan. In
addition, the Special Servicer shall refer to all relevant information contained
in the Servicing File, shall take into account the most recent Appraisal
obtained or conducted with respect to the related Mortgaged Property in the
preceding 12-month period in accordance with this Agreement and shall not
determine the Fair Value of any Specially Designated Defaulted Pooled Mortgage
Loan without such an Appraisal; provided that the Special Servicer shall take
account of any change in the circumstances regarding or the condition of the
related Mortgaged Property known to the Special Servicer that has occurred or
arisen subsequent to, and that would materially affect the value of the related
Mortgaged Property reflected in, such Appraisal. Furthermore, the Special
Servicer shall consider available objective third-party information obtained
from generally available sources, as well as information obtained from vendors
providing real estate services to the Special Servicer, concerning the market
for distressed real estate loans and the real estate market for the subject
property type in the area where the related Mortgaged Property is located. The
Special Servicer may, to the extent it is reasonable to do so, conclusively rely
on any opinions or reports of Independent third parties in making such
determination. All reasonable costs and expenses incurred by the Special
Servicer pursuant to this Section 3.18(b) shall constitute, and be reimbursable
as, Servicing Advances. The other parties to this Agreement shall cooperate with
all reasonable requests for information made by the Special Servicer in order to
allow the Special Servicer to perform its duties pursuant to this Section
3.18(b).

          (c) The Majority Controlling Class Certificateholder (exclusive of the
Depositor, Column, KeyBank, or any of their respective Affiliates and/or agents)
may, at its option, purchase from the Trust any Specially Designated Defaulted
Pooled Mortgage Loan (such option, the "Purchase Option"), at a cash price (the
"Option Price") equal to the Fair Value of such Pooled Mortgage Loan (as most
recently determined by the Special Servicer and reported to the Trustee and the
Master Servicer as provided in Section 3.18(b) above) or, if no such Fair Value
has yet been established as provided in Section 3.18(b) above or if the Special
Servicer is in the process of redetermining such Fair Value because of a change
in circumstances, equal to the Purchase Price; provided that:


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               (i) the Purchase Option with respect to any Specially Designated
     Defaulted Pooled Mortgage Loan will remain in effect only for the period
     (the "Option Period") that commences on the date that such Pooled Mortgage
     Loan first becomes a Specially Designated Defaulted Pooled Mortgage Loan
     and ends on the earliest of (A) the date on which such Pooled Mortgage Loan
     becomes a Corrected Pooled Mortgage Loan or otherwise ceases to be a
     Specially Designated Defaulted Pooled Mortgage Loan, (B) the date on which
     a Liquidation Event occurs with respect to such Pooled Mortgage Loan, and
     (C) the related Mortgaged Property becomes an REO Property;

               (ii) the Purchase Option with respect to any Specially Designated
     Defaulted Pooled Mortgage Loan will be assignable by the Majority
     Controlling Class Certificateholder during the Option Period to a third
     party other than the Depositor, Column, KeyBank, or one of their respective
     Affiliates and/or agents (provided that the parties hereto are notified in
     writing of the assignment);

               (iii) if the Purchase Option with respect to any Specially
     Designated Defaulted Pooled Mortgage Loan is not exercised by the Majority
     Controlling Class Certificateholder or any assignee thereof within 30 days
     after the Fair Value of such Pooled Mortgage Loan has initially been
     established as provided in Section 3.18(b) above, then the Majority
     Controlling Class Certificateholder shall be deemed to have assigned such
     Purchase Option, for a 30-day period only, to the Special Servicer;

               (iv) during the 30-day period following the assignment to it of
     the Purchase Option with respect to any Specially Designated Defaulted
     Pooled Mortgage Loan, the Special Servicer shall be entitled to exercise
     such Purchase Option or to assign such Purchase Option to a third party
     other than the Depositor, Column, KeyBank, or one of their respective
     Affiliates and/or agents (provided that the other parties hereto are
     notified in writing of the assignment);

               (v) if the Purchase Option with respect to any Specially
     Designated Defaulted Pooled Mortgage Loan is not exercised by the Special
     Servicer or its assignee within the 30-day period following the assignment
     of such Purchase Option to the Special Servicer as contemplated by clause
     (iii) above, then such Purchase Option will automatically revert to the
     Majority Controlling Class Certificateholder;

               (vi) prior to any exercise of the Purchase Option with respect to
     any Specially Designated Defaulted Pooled Mortgage Loan by the Special
     Servicer or any Affiliate or assignee thereof, subject to the following
     paragraph, the Master Servicer shall confirm and report to the Trustee and
     the Special Servicer (or, if the Master Servicer and the Special Servicer
     are the same Person or Affiliates, the Trustee, upon reasonable notice,
     shall confirm and report to the Special Servicer) whether it believes that
     the Special Servicer's determination of the Fair Value of such Pooled
     Mortgage Loan reasonably reflects an amount no less than that which would,
     in its judgment, be realized in connection with a sale of such Pooled
     Mortgage Loan if it were offered in a commercially reasonable manner and an
     open bid auction were conducted; provided that the Special Servicer may
     revise any such Fair Value determination that is rejected by the Master
     Servicer (or, if applicable, the Trustee); and

               (vii) any purchase option provided for with respect to a
     Specially Designated Defaulted Pooled Mortgage Loan pursuant to this
     Section 3.18(c) shall, (i) in the case of the


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     Great Lakes Crossing Pooled Mortgage Loan, be subject to the right of the
     holder of the Great Lakes Crossing Companion Mortgage Loan to purchase the
     Great Lakes Crossing Pooled Mortgage Loan pursuant to the terms of the
     Great Lakes Crossing Intercreditor Agreement, (ii) in the case of the Great
     Lakes Crossing Pooled Mortgage Loan, be subject to the rights of the Class
     GLC Directing Certificateholder to purchase the Great Lakes Crossing Pooled
     Mortgage Loan, in accordance with the provisions of Section 3.27 and (iii)
     in the case of the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, be
     subject to the rights of the Class RCKB Directing Certificateholder to
     purchase the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, in accordance
     with the provisions of Section 3.27.

          Notwithstanding anything contained in clause (vi) of the preceding
paragraph to the contrary, if the Master Servicer or the Trustee is required to
confirm or reject the Special Servicer's Fair Value determination as
contemplated by such clause (vi), either such party may (at its option)
designate an Independent third party, with adequate experience in the trading of
defaulted mortgage loans, to confirm the Special Servicer's Fair Value
determination as contemplated by such clause (vi). In the event that the Master
Servicer or the Trustee designates such a third party to make such
determination, neither the Master Servicer nor the Trustee will assume any
responsibility for such third party's determination, and the Master Servicer and
the Trustee shall be entitled to conclusively rely upon such third party's
determination. The Master Servicer may pay itself (or the Trustee, as the case
may be) a fee of up to $2,500 in connection with any such confirmation of a
Special Servicer's Fair Value determination, plus (subject to the next sentence)
related costs and expenses out of the Collection Account. The reasonable costs
of all confirming third-party's fees and expenses and all appraisals, inspection
reports and broker opinions of value, incurred by the Master Servicer or the
Trustee pursuant to this paragraph or clause (vi) of the preceding paragraph
shall be advanced by the Master Servicer and shall constitute, and be
reimbursable as, Servicing Advances.

          Any party entitled to do so may exercise the Purchase Option with
respect to any Specially Designated Defaulted Pooled Mortgage Loan by providing
to the Trustee, the Master Servicer and the Special Servicer--

          (i) written notice of its intention to purchase such Mortgage Loan at
     the Option Price; and

          (ii) if such party is the assignee of the Special Servicer or the
     Majority Controlling Class Certificateholder, evidence of its right to
     exercise such Purchase Option.

The actual purchase of such Specially Designated Defaulted Pooled Mortgage Loan
shall occur (by delivery of cash in the amount of the applicable Option Price to
the Special Servicer for deposit in the Collection Account) no later than 20
days after the later of (i) such exercise of the Purchase Option with respect to
such Pooled Mortgage Loan and (ii) if applicable, the confirmation of the
Special Servicer's Fair Value of such Pooled Mortgage Loan in accordance with
clause (vi) of the first paragraph of this Section 3.18(c) and/or in accordance
with the second paragraph of this Section 3.18(c).

          Notwithstanding the Purchase Option provided for in this Section
3.18(c), the Special Servicer shall proceed in respect of any Specially
Designated Defaulted Pooled Mortgage Loan in accordance with Section 3.09 and/or
Section 3.20, without regard to such Purchase Option.


                                     -178-

<PAGE>

          If the Great Lakes Crossing Pooled Mortgage Loan becomes a Specially
Designated Defaulted Pooled Mortgage Loan, the Special Servicer shall deliver to
the holder of the Great Lakes Crossing Companion Mortgage Loan copies of all
written and/or electronic information used by the Special Servicer to establish
the Fair Value of the Great Lakes Crossing Pooled Mortgage Loan, together with,
at the expense of such holder, such other information as such holder may
reasonably request to perform a similar valuation of the Great Lakes Crossing
Companion Mortgage Loan.

          (d) The Special Servicer shall use its reasonable efforts, consistent
with the Servicing Standard, to solicit cash bids for each REO Property in such
manner as will be reasonably likely to realize a fair price (determined pursuant
to Section 3.18(e) below) for any REO Property within a customary and normal
time frame for the sale of comparable properties (and, in any event, within the
time period provided for by Section 3.16(a)). The Special Servicer shall accept
the first (and, if multiple cash bids are received by a specified bid date, the
highest) cash bid received from any Person that constitutes a fair price
(determined pursuant to Section 3.18(e) below) for such REO Property. If the
Special Servicer reasonably believes that it will be unable to realize a fair
price (determined pursuant to Section 3.18(e) below) with respect to any REO
Property within the time constraints imposed by Section 3.16(a), then the
Special Servicer shall, consistent with the Servicing Standard and subject to
Section 3.24, dispose of such REO Property upon such terms and conditions as it
shall deem necessary and desirable to maximize the recovery thereon under the
circumstances.

          The Special Servicer shall give the Trustee and the Controlling Class
Representative (and, in the case of the Great Lakes Crossing Total Mortgage
Loan, the Class GLC Directing Certificateholder and the holder of the Great
Lakes Crossing Companion Mortgage Loan, and, in the case of the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan, the Class RCKB Directing Certificateholder) not
less than five (5) Business Days' prior written notice of its intention to sell
any REO Property pursuant to this Section 3.18(d). No Interested Person shall be
obligated to submit a bid to purchase any REO Property, and notwithstanding
anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may bid for or purchase any REO Property
pursuant hereto.

          (e) Whether any cash bid constitutes a fair price for any REO Property
for purposes of Section 3.18(d), shall be determined by the Special Servicer or,
if such cash bid is from an Interested Person, by the Trustee. In determining
whether any bid received from an Interested Person represents a fair price for
any REO Property, the Trustee shall be supplied with and shall be entitled to
rely on the most recent Appraisal in the related Servicing File conducted in
accordance with this Agreement within the preceding 12-month period (or, in the
absence of any such Appraisal or if there has been a material change at the
subject property since any such Appraisal, on a new Appraisal to be obtained by
the Special Servicer, the cost of which shall be covered by, and be reimbursable
as, a Servicing Advance). The appraiser conducting any such new Appraisal shall
be a Qualified Appraiser that is (i) selected by the Special Servicer if neither
the Special Servicer nor any Affiliate thereof is bidding with respect to the
subject REO Property and (ii) selected by the Trustee if either the Special
Servicer or any Affiliate thereof is so bidding. Where any Interested Person is
among those bidding with respect to any REO Property, the Special Servicer shall
require that all bids be submitted to it (or, if the Special Servicer is
bidding, be submitted to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than an Interested Person
constitutes a fair price for any REO Property, the Special Servicer shall take
into account the results of any Appraisal or updated Appraisal that it or the
Master Servicer may have


                                     -179-

<PAGE>

obtained in accordance with this Agreement within the prior twelve (12) months,
as well as, among other factors, the occupancy level and physical condition of
the REO Property, the state of the then current local economy and commercial
real estate market where the REO Property is located and the obligation to
dispose of any REO Property within a customary and normal time frame for the
sale of comparable properties (and, in any event, within the time period
specified in Section 3.16(a)). The Purchase Price for any REO Property shall in
all cases be deemed a fair price. Notwithstanding the other provisions of this
Section 3.18, no cash bid from the Special Servicer or any Affiliate thereof
shall constitute a fair price for any REO Property unless such bid is the
highest cash bid received and at least two Independent bids (not including the
bid of the Special Servicer or any Affiliate) have been received. In the event
the bid of the Special Servicer or any Affiliate thereof is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an additional bid or bids, as the case may be, are received for
any REO Property and the original bid of the Special Servicer or any Affiliate
thereof is the highest of all cash bids received, then the bid of the Special
Servicer or such Affiliate shall be accepted; provided that the Trustee has
otherwise determined, as provided above in this Section 3.18(e), that such bid
constitutes a fair price for the subject REO Property. Any bid by the Special
Servicer for any REO Property shall be unconditional; and, if accepted, the
subject REO Property shall be transferred to the Special Servicer without
recourse, representation or warranty other than customary representations as to
title given in connection with the sale of a real property.

          (f) Subject to Sections 3.18(a) through 3.18(e) above, the Special
Servicer shall act on behalf of the Trustee in negotiating with Independent
third parties in connection with the sale of any REO Property and taking any
other action necessary or appropriate in connection with the sale of any
Specially Designated Defaulted Pooled Mortgage Loan or REO Property, and the
collection of all amounts payable in connection therewith. In connection with
the sale of any REO Property, the Special Servicer may charge prospective
bidders, and may retain, fees that approximate the Special Servicer's actual
costs in the preparation and delivery of information pertaining to such sales or
evaluating bids without obligation to deposit such amounts into the Collection
Account, the GLCTML Custodial Account or an A/B Mortgage Loan Pair Custodial
Account. Any sale of a Specially Designated Defaulted Pooled Mortgage Loan or
any REO Property shall be final and without recourse to the Trustee or the
Trust, and if such sale is consummated in accordance with the terms of this
Agreement, neither the Special Servicer nor the Trustee shall have any liability
to any Certificateholder, the holder of the Great Lakes Crossing Companion
Mortgage Loan or any related B-Note Mortgage Loan Holder with respect to the
purchase price therefor accepted by the Special Servicer or the Trustee.

          (g) Any sale of any Specially Designated Defaulted Pooled Mortgage
Loan or REO Property shall be for cash only.

          (h) The purchase price for any Specially Designated Defaulted Pooled
Mortgage Loan or REO Property sold under this Section 3.18 shall be deposited
into (or, in the case of an REO Property, transferred from the REO Account to)
the Collection Account (or, in the case of an REO Property that relates to an
A/B Mortgage Loan Pair or the Great Lakes Crossing Total Mortgage Loan, the
related A/B Mortgage Loan Pair Custodial Account or the GLCTML Custodial
Account, as applicable), and the Trustee, upon receipt of written notice from
the Master Servicer to the effect that such deposit has been made (based upon
notification by the Special Servicer to the Master Servicer of the amount of the
purchase price), shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be provided to it and are
reasonably necessary to vest ownership


                                     -180-

<PAGE>

of such Pooled Mortgage Loan or REO Property in the Person who purchased such
Pooled Mortgage Loan or REO Property.

          (i) The parties hereto acknowledge the purchase options of the holder
of the Great Lakes Crossing Companion Mortgage Loan with respect to the Great
Lakes Crossing Pooled Mortgage Loan provided for in Section 3.27(g) and Section
3.27(h). The purchase price paid by the holder of the Great Lakes Crossing
Companion Mortgage Loan for the Great Lakes Crossing Total Mortgage Loan in
accordance with either such purchase option shall be deposited into the
Collection Account, and the Trustee, upon receipt of written notice from the
Master Servicer to the effect that such deposit and transfer has been made,
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it and are reasonably necessary
to vest ownership of the Great Lakes Crossing Pooled Mortgage Loan in the holder
of the Great Lakes Crossing Companion Mortgage Loan.

          (j) The parties hereto acknowledge the purchase option of each B-Note
Mortgage Loan Holder with respect to the related Pooled A-Note Mortgage Loan
provided for in the related A/B Intercreditor Agreement. The purchase price paid
by any B-Note Mortgage Loan Holder for the related Pooled A-Note Mortgage Loan
in accordance with such purchase option shall be deposited into the Collection
Account, and the Trustee, upon receipt of written notice from the Master
Servicer to the effect that such deposit has been made, shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest
ownership of such Pooled A-Note Mortgage Loan in the related B-Note Mortgage
Loan Holder.

          (k) If pursuant to any purchase option provided for in the related
Mezzanine Loan Intercreditor Agreement, a Mezzanine Loan Holder purchases any
Pooled Mortgage Loan, then the purchase price paid by such Mezzanine Loan Holder
for such Pooled Mortgage Loan in accordance with such purchase option shall be
deposited into the Collection Account, and the Trustee, upon receipt of written
notice from the Master Servicer to the effect that such deposit has been made,
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it and are reasonably necessary
to vest ownership of such Pooled Mortgage Loan in such Mezzanine Loan Holder.

          SECTION 3.19. Additional Obligations of Master Servicer.

          (a) The Master Servicer shall deliver to the Trustee for deposit in
the Distribution Account by 1:00 p.m. (New York City time) on each Master
Servicer Remittance Date, without any right of reimbursement therefor, a cash
payment (a "Compensating Interest Payment") in an amount equal to the lesser of
(i) the aggregate amount of Prepayment Interest Shortfalls incurred in
connection with Principal Prepayments received during the most recently ended
Collection Period with respect to the Mortgage Pool, and (ii) the aggregate of
(A) that portion of the Master Servicer's aggregate Master Servicing Fees for
the related Collection Period that is, in the case of each and every Pooled
Mortgage Loan and Pooled REO Loan for which such Master Servicing Fees are being
paid in such Collection Period, calculated at 0.02% per annum, and (B) all
Prepayment Interest Excesses and, to the extent earned on Principal Prepayments,
Net Investment Earnings received by the Master Servicer during the most recently
ended Collection Period; provided, however, that if a Prepayment Interest
Shortfall occurs as a result of the Master Servicer's allowing the related
Borrower to deviate from the terms of the related Mortgage Loan Documents
regarding Principal Prepayments (other than (X) subsequent to a material


                                     -181-

<PAGE>

default under the related Mortgage Loan Documents, (Y) pursuant to applicable
law or a court order, or (Z) at the request or with the consent of the
Controlling Class Representative), then, for purposes of calculating the
Compensating Interest Payment for the subject Collection Period, the rate
referred to in clause (ii)(A) above shall be 0.05% per annum (except as to the
Pooled Mortgage Loans secured by the Mortgaged Properties identified on the
Pooled Mortgage Loan Schedule as Fairmount Place II, Southside Village Shopping
Center, Gray Road Industrial, Michigan Equities U Portfolio, Parkleigh North
Apartments, Crescent at Carlyle, The Carl Zeiss Building and BAE Systems
Building, for which it shall in each case be 0.02% per annum); and provided,
further, that the rights of the Certificateholders to offset the aggregate
Prepayment Interest Shortfalls shall not be cumulative.

          (b) No more frequently than once per calendar month, the Special
Servicer may require the Master Servicer, and the Master Servicer shall be
obligated, out of the Master Servicer's own funds, to reimburse the Special
Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable
Servicing Advances) made by the Special Servicer, together with interest thereon
at the Reimbursement Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of interest shall
be made within ten Business Days of the written request therefor by wire
transfer of immediately available funds to an account designated by the Special
Servicer. Upon the Master Servicer's reimbursement to the Special Servicer of
any Servicing Advance and payment to the Special Servicer of interest thereon,
all in accordance with this Section 3.19(b), the Master Servicer shall for all
purposes of this Agreement be deemed to have made such Servicing Advance at the
same time as the Special Servicer actually made such Servicing Advance, and
accordingly, the Master Servicer shall be entitled to reimbursement for such
Servicing Advance, together with interest thereon in accordance with Section
3.05(a) or 3.04(e), as applicable, and Section 3.11(g), at the same time, in the
same manner and to the same extent as the Master Servicer would otherwise have
been entitled if it had actually made such Servicing Advance at the time the
Special Servicer did.

          Notwithstanding anything to the contrary contained in any other
Section of this Agreement, if the Special Servicer is required under this
Agreement to make a Servicing Advance with respect to any Mortgage Loan or REO
Property, but does not desire to do so, then the Special Servicer may, in its
sole discretion, request that the Master Servicer make such Servicing Advance.
Any such request shall be made, in writing, in a timely manner that does not
adversely affect the interests of any Certificateholder (and, in any event, to
the extent reasonably practicable, at least five Business Days in advance of the
date on which the subject Servicing Advance is to be made) and shall be
accompanied by such information and documentation regarding the subject
Servicing Advance as the Master Servicer may reasonably request; provided,
however, that the Special Servicer shall not be entitled to make such a request
of the Master Servicer (other than for emergency advances) more frequently than
once per calendar month (although such request may relate to more than one
Servicing Advance). The Master Servicer shall have the obligation to make any
such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it
is so requested by the Special Servicer to make, within five (5) Business Days
of the Master Servicer's receipt of such request. If the request is timely and
properly made, the Special Servicer shall be relieved of any obligations with
respect to a Servicing Advance that it so requests the Master Servicer to make
with respect to any Mortgage Loan or REO Property (regardless of whether or not
the Master Servicer shall make such Servicing Advance). The Master Servicer
shall be entitled to reimbursement for any Servicing Advance made by it at the
direction of the Special Servicer, together with interest thereon in accordance
with Section 3.05(a) or 3.04(e), as applicable, and Section 3.11(g), at


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<PAGE>

the same time, in the same manner and to the same extent as the Master Servicer
is entitled with respect to any other Servicing Advances made thereby.

          Notwithstanding the foregoing provisions of this Section 3.19(b), the
Master Servicer shall not be required to reimburse the Special Servicer for, or
to make at the direction of the Special Servicer, any Servicing Advance if the
Master Servicer determines in its reasonable judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master
Servicer shall notify the Special Servicer in writing of such determination and,
if applicable, such Nonrecoverable Servicing Advance, if previously made by the
Special Servicer, shall be reimbursed to the Special Servicer pursuant to
Section 3.05(a).

          (c) Promptly following the occurrence of an Appraisal Trigger Event
with respect to any Pooled Mortgage Loan, the Special Servicer shall obtain (or,
if such Pooled Mortgage Loan has a Stated Principal Balance of $2,000,000 or
less, unless the Controlling Class Representative permits or requires otherwise,
conduct) an Appraisal of the related Mortgaged Property, unless an Appraisal
thereof had previously been obtained (or, if applicable, conducted) within the
preceding 12-month period and there has been no subsequent material change in
the circumstances surrounding the related Mortgaged Property that, in the
judgment of the Special Servicer, would materially affect the value of the
property in the earlier Appraisal, and shall deliver a copy of such Appraisal to
the Trustee, the Master Servicer and the Controlling Class Representative. If
such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be
covered by, and be reimbursable as, a Servicing Advance. Promptly following the
receipt of, and based upon, such Appraisal, the Special Servicer shall determine
and report to the Trustee, the Master Servicer and the Controlling Class
Representative the then applicable Appraisal Reduction Amount, if any, with
respect to the subject Required Appraisal Loan.

          For so long as any Pooled Mortgage Loan or Pooled REO Loan remains a
Required Appraisal Loan, the Special Servicer shall, within 30 days of each
anniversary of such loan's having become a Required Appraisal Loan, obtain (or,
if such Required Appraisal Loan has a Stated Principal Balance of $2,000,000 or
less, unless the Controlling Class Representative permits or requires otherwise,
conduct) an update of the prior Appraisal. If such update is obtained from a
Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable
as, a Servicing Advance. Promptly following the receipt of, and based upon, such
update, the Special Servicer shall redetermine and report to the Trustee and the
Master Servicer the then applicable Appraisal Reduction Amount, if any, with
respect to the subject Required Appraisal Loan.

          The Controlling Class Representative shall have the right at any time
within six months of the date of the receipt of any Appraisal to require that
the Special Servicer obtain a new Appraisal of the subject Mortgaged Property in
accordance with MAI standards, at the expense of the Controlling Class
Certificateholders, and upon receipt of such Appraisal the Special Servicer
shall redetermine the Appraisal Reduction Amount.

          (d) In connection with each prepayment of principal received
hereunder, the Master Servicer shall calculate any applicable Prepayment Premium
or Yield Maintenance Charge, as the case may be, payable under any Pooled
Mortgage Loan. Promptly following its determination thereof, the Master Servicer
shall disclose to the Trustee and, upon request, to any Certificateholder and,
in the case of a B-


                                     -183-

<PAGE>

Note Mortgage Loan or the Great Lakes Crossing Companion Mortgage Loan, to the
related B-Note Mortgage Loan Holder or the holder of the Great Lakes Crossing
Companion Mortgage Loan, as applicable, its calculation of any such Prepayment
Premium or Yield Maintenance Charge, including, in the case of a Yield
Maintenance Charge, the U.S. Treasury rate and, if different, the discount rate
used to calculate such Yield Maintenance Charge.

          (e) With respect to each Pooled Mortgage Loan that provides for
defeasance, the Master Servicer shall, to the extent permitted by the terms of
the related Mortgage Loan Documents, require the related Borrower (i) to provide
replacement collateral consisting of U.S. government securities within the
meaning of Treasury regulation section 1.860G-2(a)(8)(i) in an amount sufficient
to make all scheduled payments under the Pooled Mortgage Loan (or defeased
portion thereof) when due (and assuming, in the case of a Pooled ARD Mortgage
Loan, to the extent consistent with the related Mortgage Loan Documents, that
such Pooled Mortgage Loan matures on its Anticipated Repayment Date), (ii) to
deliver a certificate from an independent certified public accounting firm
certifying that the replacement collateral is sufficient to make such payments,
(iii) at the option of the Master Servicer, to designate a single purpose entity
(which may be a subsidiary of the Master Servicer established for the purpose of
assuming all defeased Pooled Mortgage Loans) to assume the subject Pooled
Mortgage Loan (or defeased portion thereof) and own the defeasance collateral,
(iv) to implement such defeasance only after the second anniversary of the
Closing Date, (v) to provide an Opinion of Counsel that the Trustee has a
perfected, first priority security interest in the new collateral, and (vi) in
the case of a partial defeasance of the Pooled Mortgage Loan, to defease a
principal amount equal to at least 125% of the allocated loan amount for the
Mortgaged Property or Properties to be released. If, in the case of Moody's, the
subject Pooled Mortgage Loan has a Cut-off Date Principal Balance less than
$20,000,000 and an outstanding principal balance less than 2% of the then
aggregate Stated Principal Balance of the Mortgage Pool or, in the case of
Fitch, the affected Pooled Mortgage Loan, individually or together with all
other Pooled Mortgage Loans, if any, that are in the same Cross-Collateralized
Group as such Pooled Mortgage Loan, has a Stated Principal Balance in excess of
5% of the then aggregate Stated Principal Balance of the Mortgage Pool or is one
of the ten largest Pooled Mortgage Loans based on Stated Principal Balance, and
if either the terms of the subject Pooled Mortgage Loan permit the Master
Servicer to impose the foregoing requirements or the Master Servicer satisfies
such requirements on its own, then confirmation that such defeasance will not
result in an Adverse Rating Event is not required from the subject Rating
Agency. In such case, the Master Servicer shall provide the Rating Agencies and
the Controlling Class Representative with notice that the foregoing requirements
have been met with respect to the subject Pooled Mortgage Loan. However, if the
subject Pooled Mortgage Loan has a Cut-off Date Principal Balance greater than
or equal to $20,000,000 or an outstanding principal balance greater than or
equal to 2% of the aggregate Stated Principal Balance of the Mortgage Pool, or
if the terms of the subject Pooled Mortgage Loan do not permit the Master
Servicer to impose such requirements and the Master Servicer does not satisfy
such requirements on its own (or, with respect to Fitch, the affected Pooling
Mortgage Loan, individually or together with all other Pooled Mortgage Loans, if
any, that are in the same Cross-Collateralized Group as such Pooled Mortgage
Loan, has a Stated Principal Balance in excess of 5% of the then aggregate
Stated Principal Balance of the Mortgage Pool or is one of the ten largest
Pooled Mortgage Loans based on Stated Principal Balance), then the Master
Servicer shall so notify the Rating Agencies and the Controlling Class
Representative and, so long as the imposition of such a requirement would not
violate applicable law or the related Mortgage Loan Documents, obtain a
confirmation that such defeasance will not result in an Adverse Rating Event.
Subject to the related Mortgage Loan Documents and applicable law, the Master
Servicer shall not execute a defeasance unless (i) the subject Pooled Mortgage
Loan requires the related Borrower to pay all Rating Agency fees associated with
defeasance (if Rating Agency confirmation of no-downgrade is a


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specific condition precedent thereto) and all expenses associated with
defeasance or other arrangements for payment of such costs are made at no
expense to the Trust Fund or the Master Servicer (provided, however, that in no
event shall such proposed "other arrangements" result in any liability to the
Trust Fund including any indemnification of the Master Servicer or the Special
Servicer which may result in legal expenses to the Trust Fund), and (ii) the
related Borrower is required to provide all Opinions of Counsel, including
Opinions of Counsel that the defeasance will not cause an Adverse REMIC Event or
an Adverse Grantor Trust Event and that the related Mortgage Loan Documents are
fully enforceable in accordance with their terms (subject to bankruptcy,
insolvency and similar standard exceptions), and any applicable rating
confirmations.

          Subject to the last sentence of Section 3.01(e), the provisions of
this Section 3.19(e) shall apply to any defeasance of the Great Lakes Crossing
Companion Mortgage Loan to the same extent as they apply to the Great Lakes
Crossing Pooled Mortgage Loan.

          (f) The Master Servicer shall, as to each Pooled Mortgage Loan which
is secured by the interest of the related Borrower under a Ground Lease,
promptly (and in any event within 45 days) after the Closing Date notify the
related ground lessor of the transfer of such Pooled Mortgage Loan to the Trust
pursuant to this Agreement and inform such ground lessor that any notices of
default under the related Ground Lease should thereafter be forwarded to the
Master Servicer.

          (g) If a Pooled Mortgage Loan provides or allows that the related
Borrower's failure to make any Monthly Payment due thereunder on the applicable
Due Date will not result in an event of default for which such Pooled Mortgage
Loan may be accelerated and/or accrue Default Charges unless and until the
Master Servicer notifies such Borrower of the failure or the elapse of a
specified number of days following the Master Servicer's delivery of such
notice, then the Master Servicer shall promptly (and in any event within two
Business Days following the applicable Due Date) notify the related Borrower of
such a failure.

          SECTION 3.20. Modifications, Waivers, Amendments and Consents.

          (a) The Special Servicer (solely as to a Specially Serviced Mortgage
Loan) or the Master Servicer (solely as to a Performing Mortgage Loan) may
(consistent with the Servicing Standard) agree to any modification, waiver or
amendment of any term of, extend the maturity of, defer or forgive interest
(including Default Interest and Post-ARD Additional Interest) on and principal
of, defer or forgive late payment charges, Prepayment Premiums and Yield
Maintenance Charges on, permit the release, addition or substitution of
collateral securing, and/or permit the release, addition or substitution of the
Borrower on or any guarantor of, any Mortgage Loan, subject, however, to
Sections 3.08 and 3.24 hereof, to the terms of any applicable intercreditor or
similar agreement (including, in the case of an A/B Mortgage Loan Pair or the
Great Lakes Crossing Total Mortgage Loan, the related A/B Intercreditor
Agreement or the Great Lakes Crossing Intercreditor Agreement, as applicable)
and to each of the following limitations, conditions and restrictions:

               (i) other than as provided in Sections 2.03(b), 3.02, 3.07, 3.08,
     3.20(f) and 3.20(g), the Master Servicer shall not agree to any
     modification, waiver or amendment of any term of, or take any of the other
     acts referenced in this Section 3.20(a) with respect to, any Mortgage Loan
     that would affect the amount or timing of any related payment of principal,
     interest or other amount payable under such Mortgage Loan or adversely
     affect the security for such Mortgage Loan, unless, solely in the case of a
     Performing Mortgage Loan, the Master


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     Servicer has obtained the consent of the Special Servicer (it being
     understood and agreed that (A) the Master Servicer shall promptly provide
     the Special Servicer with notice of any Borrower request for such
     modification, waiver or amendment, the Master Servicer's recommendations
     and analysis, and with all information reasonably available to the Master
     Servicer that the Special Servicer may reasonably request in order to
     withhold or grant any such consent, (B) the Special Servicer shall decide
     whether to withhold or grant such consent in accordance with the Servicing
     Standard and (C) if any such consent has not been expressly denied within
     ten Business Days of the Special Servicer's receipt from the Master
     Servicer of the Master Servicer's recommendations and analysis and all
     information reasonably requested thereby and reasonably available to the
     Master Servicer in order to make an informed decision (or, if the Special
     Servicer did not request any information, within ten Business Days from
     such notice), such consent shall be deemed to have been granted);

               (ii) other than as provided in Sections 3.02, 3.07 and 3.08, the
     Special Servicer shall not agree to (or, in the case of a Performing
     Mortgage Loan, consent to the Master Servicer's agreeing to) any
     modification, waiver or amendment of any term of, or take (or, in the case
     of a Performing Mortgage Loan, consent to the Master Servicer's taking) any
     of the other acts referenced in this Section 3.20(a) with respect to, any
     Mortgage Loan that would affect the amount or timing of any related payment
     of principal, interest or other amount payable thereunder or, in the
     reasonable judgment of the Special Servicer, would materially impair the
     security for such Mortgage Loan, unless a material default on such Mortgage
     Loan has occurred or, in the reasonable judgment of the Special Servicer, a
     default in respect of payment on such Mortgage Loan is reasonably
     foreseeable, and such modification, waiver, amendment or other action is
     reasonably likely to produce a greater recovery to the Certificateholders
     (as a collective whole) (or, in the case of an A/B Mortgage Loan Pair or
     the Great Lakes Crossing Total Mortgage Loan, to the Certificateholders and
     the related B-Note Mortgage Loan Holder (as a collective whole) or to the
     Certificateholders and the holder of the Great Lakes Crossing Companion
     Mortgage Loan (as a collective whole), as applicable) on a present value
     basis (the relevant discounting of anticipated collections that will be
     distributable to Certificateholders and/or any B-Note Mortgage Loan Holder
     or the holder of the Great Lakes Crossing Companion Mortgage Loan, as
     applicable) to be done at the related Net Mortgage Rate), than would
     liquidation;

               (iii) the Special Servicer shall not extend (or, in the case of a
     Performing Mortgage Loan, consent to the Master Servicer's extending) the
     date on which any Balloon Payment is scheduled to be due on any Mortgage
     Loan to a date beyond the earliest of (A) the fifth anniversary of such
     Mortgage Loan's Stated Maturity Date, (B) two years prior to the Rated
     Final Distribution Date, (C) if such Mortgage Loan is secured by a Mortgage
     solely or primarily on the related Borrower's leasehold interest in the
     related Mortgaged Property, 20 years (or, to the extent consistent with the
     Servicing Standard, giving due consideration to the remaining term of the
     Ground Lease, 10 years) prior to the end of the then current term of the
     related Ground Lease (plus any unilateral options to extend), and (D) if
     such Mortgage Loan is covered by an Environmental Insurance Policy, two
     years prior to the expiration of the term of such policy (unless the
     Special Servicer shall have first determined in its reasonable judgment,
     based upon a Phase I Environmental Assessment (and any additional
     environmental testing that the Special Servicer deems necessary and
     prudent) conducted by an Independent Person who regularly conducts Phase I
     Environmental Assessments, and at the expense of the Borrower, that there
     are


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     no circumstances or conditions present at the related Mortgaged Property
     for which investigation, testing, monitoring, containment, clean-up or
     remediation would be required under any then applicable environmental laws
     or regulations);

               (iv) neither the Master Servicer nor the Special Servicer shall
     make or permit any modification, waiver or amendment of any term of, or
     take any of the other acts referenced in this Section 3.20(a) with respect
     to, any Mortgage Loan that would result in an Adverse REMIC Event with
     respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
     any Grantor Trust Pool;

               (v) subject to applicable law, the related Mortgage Loan
     Documents and the Servicing Standard, neither the Master Servicer nor the
     Special Servicer shall permit any modification, waiver or amendment of any
     term of any Performing Mortgage Loan unless all related fees and expenses
     are paid by the Borrower;

               (vi) the Special Servicer shall not permit (or, in the case of a
     Performing Mortgage Loan, consent to the Master Servicer's permitting) any
     Borrower to add or substitute any real property collateral for its Mortgage
     Loan unless the Special Servicer shall have first (A) determined in its
     reasonable judgment, based upon a Phase I Environmental Assessment (and any
     additional environmental testing that the Special Servicer deems necessary
     and prudent) conducted by an Independent Person who regularly conducts
     Phase I Environmental Assessments, at the expense of the related Borrower,
     that such additional or substitute real property collateral is in
     compliance with applicable environmental laws and regulations and that
     there are no circumstances or conditions present with respect to such new
     real property collateral relating to the use, management or disposal of any
     Hazardous Materials for which investigation, testing, monitoring,
     containment, clean-up or remediation would be required under any then
     applicable environmental laws or regulations and (B) received, at the
     expense of the related Borrower, written confirmation from each Rating
     Agency that such addition or substitution of collateral will not, in and of
     itself, result in an Adverse Rating Event with respect to any Class of
     Rated Certificates;

               (vii) the Special Servicer shall not release (or, in the case of
     a Performing Mortgage Loan, consent to the Master Servicer's releasing),
     including in connection with a substitution contemplated by clause (vi)
     above, any real property collateral securing an outstanding Mortgage Loan,
     except as provided in Section 3.09(d), or except in connection with a
     pending or threatened condemnation, or except where a Mortgage Loan (or, in
     the case of a Cross-Collateralized Group, the Great Lakes Crossing Total
     Mortgage Loan or an A/B Mortgage Loan Pair, where such entire
     Cross-Collateralized Group, the Great Lakes Crossing Total Mortgage Loan or
     such entire A/B Mortgage Loan Pair) is satisfied, or except in the case of
     a release where (A) the Rating Agencies have been notified in writing, (B)
     either (1) the use of the real property collateral to be released will not,
     in the reasonable judgment of the Special Servicer, materially and
     adversely affect the net operating income being generated by or the use of
     the related Mortgaged Property, or (2) there is a corresponding principal
     pay down of such Mortgage Loan in an amount at least equal to the appraised
     value of the real property collateral to be released (or substitute real
     estate collateral with an appraised value at least equal to that of the
     collateral to be released, is delivered), (C) the remaining Mortgaged
     Property (together with any substitute real property collateral) is, in the
     Special Servicer's reasonable judgment, adequate


                                     -187-

<PAGE>

     security for the remaining Mortgage Loan and (D) if the real property
     collateral to be released has an appraised value in excess of $1,500,000,
     such release would not, in and of itself, result in an Adverse Rating Event
     with respect to any Class of Rated Certificates (as confirmed in writing to
     the Trustee by each Rating Agency); and

               (viii) any modification, waiver or amendment of a monetary term
     of the Great Lakes Crossing Total Mortgage Loan shall be structured so as
     to affect the Great Lakes Crossing Pooled Mortgage Loan and the Great Lakes
     Crossing Companion Mortgage Loan proportionately based on the respective
     amounts due thereunder;

provided that the limitations, conditions and restrictions set forth in clauses
(i) through (vii) above shall not apply to any act or event (including, without
limitation, a release, substitution or addition of collateral) in respect of any
Mortgage Loan that either occurs automatically, or results from the exercise of
a unilateral option by the related Borrower within the meaning of Treasury
regulations section 1.1001-3(c)(2)(iii), in any event under the terms of such
Mortgage Loan in effect on the Closing Date (or, in the case of a Replacement
Pooled Mortgage Loan, on the related date of substitution); and provided,
further, that, notwithstanding clauses (i) through (vii) above, neither the
Master Servicer nor the Special Servicer shall be required to oppose the
confirmation of a plan in any bankruptcy or similar proceeding involving a
Borrower if, in its reasonable judgment, such opposition would not ultimately
prevent the confirmation of such plan or one substantially similar; and
provided, further, that, notwithstanding clause (vii) above, neither the Master
Servicer nor the Special Servicer shall be required to obtain any confirmation
of the Certificate ratings from the Rating Agencies in order to grant or consent
to easements or right-of-way that do not materially affect the use or value of a
Mortgaged Property or the Borrower's ability to make any payments with respect
to the related Pooled Mortgage Loan.

          (b) The Special Servicer and Master Servicer shall not have any
liability to the Trust, the Certificateholders, the holder of the Great Lakes
Crossing Companion Mortgage Loan, any related B-Note Mortgage Loan Holder or any
other Person if its analysis and determination that the modification, waiver,
amendment or other action contemplated by Section 3.20(a) is reasonably likely
to produce a greater recovery to Certificateholders and, if applicable, any
related B-Note Mortgage Loan Holder or the holder of the Great Lakes Crossing
Companion Mortgage Loan, on a present value basis than would liquidation should
prove to be wrong or incorrect, so long as the analysis and determination were
made on a reasonable basis by the Special Servicer or the Master Servicer and
consistent with the Servicing Standard.

          (c) Any payment of interest, which is deferred pursuant to Section
3.20(a), shall not, for purposes of calculating monthly distributions and
reporting information to Certificateholders, be added to the unpaid principal
balance or Stated Principal Balance of the related Pooled Mortgage Loan,
notwithstanding that the terms of such Pooled Mortgage Loan so permit or that
such interest may actually be capitalized; provided, however, that this sentence
shall not limit the rights of the Master Servicer or the Special Servicer on
behalf of the Trust to enforce any obligations of the related Borrower under
such Pooled Mortgage Loan.

          (d) Each of the Master Servicer and the Special Servicer may, as a
condition to its granting any request by a Borrower for consent, modification,
waiver or indulgence or any other matter or thing, the granting of which is
within the Master Servicer's or the Special Servicer's, as the case may


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be, discretion pursuant to the terms of the related Mortgage Loan Documents and
is permitted by the terms of this Agreement, require that such Borrower pay to
it a reasonable or customary fee (which shall in no event exceed 1.0% of the
unpaid principal balance of the related Mortgage Loan(s)) for the additional
services performed in connection with such request, together with any related
costs and expenses incurred by it. All such fees collected by the Master
Servicer and/or the Special Servicer with respect to any Pooled Mortgage Loan or
the Great Lakes Crossing Companion Mortgage Loan shall be allocable between such
parties, as Additional Master Servicing Compensation and Additional Special
Servicing Compensation, respectively, as provided in Section 3.11.

          (e) All modifications, amendments, material waivers and other material
actions entered into or taken in respect of the Mortgage Loans pursuant to this
Section 3.20 (other than waivers of Default Charges) shall be in writing. Each
of the Special Servicer and the Master Servicer shall notify the other such
party, each Rating Agency, the Trustee, the Controlling Class Representative,
the Class GLC Directing Certificateholder and the holder of the Great Lakes
Crossing Companion Mortgage Loan (in the case of the Great Lakes Crossing Total
Mortgage Loan), the Class RCKB Directing Certificateholder (in the case of the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan), and the related B-Note Mortgage
Loan Holder (in the case of a B-Note Mortgage Loan), in writing, of any
modification, waiver, amendment or other action entered into or taken thereby in
respect of any Mortgage Loan pursuant to this Section 3.20 that would affect the
timing, payment or other material terms of or otherwise materially impair the
security for the subject Mortgage Loan (other than waivers of Default Charges)
and the date thereof, and shall deliver to the Trustee or the related Custodian
for deposit in the related Mortgage File (with a copy to the other such party),
an original counterpart of the agreement relating to any modification, waiver,
amendment or other action, promptly (and in any event within ten (10) Business
Days) following the execution thereof. In addition, following the execution of
any modification, waiver or amendment agreed to by the Special Servicer, or by
the Master Servicer with any required consent of the Special Servicer, pursuant
to Section 3.20(a) above, the Special Servicer or the Master Servicer, as
applicable, shall deliver to the other such party, the Trustee and the Rating
Agencies an Officer's Certificate certifying that all of the requirements of
Section 3.20(a) have been met and, in the case of the Special Servicer, setting
forth in reasonable detail the basis of the determination made by it pursuant to
Section 3.20(a)(ii).

          (f) With respect to any ARD Mortgage Loan after its Anticipated
Repayment Date, the Master Servicer shall be permitted, with the consent of the
Controlling Class Representative (which consent shall be deemed granted if not
denied within five (5) Business Days), to waive (such waiver to be in writing
addressed to the related Borrower, with a copy to the Trustee) all or any
portion of the accrued Post-ARD Additional Interest in respect of such ARD
Mortgage Loan if (i) such ARD Mortgage Loan is a Performing Mortgage Loan, (ii)
the related Borrower has requested the right to prepay such ARD Mortgage Loan in
full together with all payments required by the related Mortgage Loan Documents
in connection with such prepayment except for such accrued Post-ARD Additional
Interest, and (iii) the Master Servicer has determined, in its reasonable
judgment, that waiving such Post-ARD Additional Interest is in accordance with
the Servicing Standard. The Master Servicer shall prepare all documents
necessary and appropriate to effect any such waiver and shall coordinate with
the related Borrower for the execution and delivery of such documents.

          (g) Notwithstanding anything in this Section 3.20 or in Section 3.08
or Section 3.24 to the contrary, neither the Master Servicer nor the Special
Servicer shall be required to seek the consent of the Special Servicer or any
Certificateholder or obtain any confirmation of the Certificate ratings


                                     -189-

<PAGE>

from the Rating Agencies in order to approve the following modifications,
waivers or amendments of the Performing Mortgage Loans: (i) waivers of minor
covenant defaults (other than financial covenants), including late financial
statements; (ii) waiver of Default Charges, in accordance with Section 3.02;
(iii) releases of parcels of a Mortgaged Property (provided that any such
releases (A) are releases as to which the related Mortgage Loan Documents
expressly require the mortgagee thereunder to make such releases upon the
satisfaction of certain conditions and such releases shall be made as required
by the Mortgage Loan Documents or (B) are related to any pending or threatened
condemnation action); (iv) grants of easements or rights of way that do not
materially affect the use or value of a Mortgaged Property or the Borrower's
ability to make any payments with respect to the related Mortgage Loan; or (vi)
temporary waivers of any requirements in the related Mortgage Loan Documents
with respect to insurance deductible amounts or claims-paying ability ratings of
insurance providers; provided that any such modification, waiver or amendment,
or agreeing to any such modification, waiver or amendment, (w) would not in any
way affect a payment term of the Certificates, (x) would not constitute a
"significant modification" of such Mortgage Loan pursuant to Treasury
regulations section 1.860G-2(b) and would not otherwise constitute an Adverse
REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event
with respect to any Grantor Trust Pool, (y) would be consistent with the
Servicing Standard, and (z) shall not violate the terms, provisions or
limitations of this Agreement or any other document contemplated hereby.

          (h) The Master Servicer shall not terminate or replace, or consent to
the termination or replacement of, any property manager with respect to any
Mortgaged Property, and the Master Servicer shall not terminate or change or
consent to the termination or change of the franchise for any Mortgaged Property
that is operated as a hospitality property, in any event without the prior
written consent of the Special Servicer (it being understood and agreed that (A)
the Master Servicer shall promptly provide the Special Servicer with its
analysis, recommendations and all information that the Special Servicer may
reasonably request and which information is in the possession of the Master
Servicer, in order to withhold or grant any such consent, (B) the Special
Servicer shall decide whether to withhold or grant such consent in accordance
with the Servicing Standard, and (C) if any such consent has not been expressly
denied within ten Business Days of the Special Servicer's receipt from the
Master Servicer of such analysis, recommendation and all information reasonably
requested thereby in order to make an informed decision (or, if the Special
Servicer did not request any information, within ten Business Days from such
notice), such consent shall be deemed to have been granted).

          (i) In connection with granting an extension of the maturity date of
any Pooled Mortgage Loan in accordance with Section 3.20(a), the Special
Servicer, in the case of a Specially Serviced Pooled Mortgage Loan, and the
Master Servicer, in the case of a Performing Pooled Mortgage Loan, shall each
cause the related Borrower to agree, if it has not already done so pursuant to
the existing Mortgage Loan Documents, to thereafter deliver to the Special
Servicer, the Trustee and the Controlling Class Representative audited operating
statements on a quarterly basis with respect to the related Mortgaged Property;
provided that the Special Servicer or the Master Servicer, as the case may be,
may, in its sole discretion, waive the requirement that such statements be
audited.

          (j) Notwithstanding anything in this Agreement, including this Section
3.20, to the contrary, for so long as the Master Servicer and the Special
Servicer are the same Person, the Master Servicer shall not be obligated to
obtain the consent or approval of the Special Servicer as otherwise required in
this Agreement but shall instead be required to request the consent or approval
of the Controlling Class Representative (in respect of any matter as to which
such consent is otherwise


                                     -190-

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required hereunder) to the extent, and on the same terms, subject to the same
limitations, restrictions and exclusions and within the same time periods as,
the Special Servicer is required to request such consent or approval of the
Controlling Class Representative pursuant to Section 3.24 or any other section
or provision of this Agreement.

          SECTION 3.21. Transfer of Servicing Between Master Servicer and
                        Special Servicer; Record Keeping.

          (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan, the Master Servicer shall immediately give notice
thereof to the Controlling Class Representative (and, in the case of the Great
Lakes Crossing Total Mortgage Loan, to the Class GLC Directing Certificateholder
and the holder of the Great Lakes Crossing Companion Mortgage Loan and, in the
case of the Ritz-Carlton Key Biscayne Mortgage Loan, to the Class RCKB Directing
Certificateholder, as applicable), and if the Master Servicer is not also the
Special Servicer, the Master Servicer shall immediately give notice thereof, and
shall deliver the related Servicing File, to the Special Servicer and shall use
its best efforts to provide the Special Servicer with all information, documents
(or copies thereof) and records (including records stored electronically on
computer tapes, magnetic discs and the like) relating to such Mortgage Loan and
reasonably requested by the Special Servicer to enable it to assume its
functions hereunder with respect thereto without acting through a Sub-Servicer.
To the extent such is in the possession of the Master Servicer or any
Sub-Servicer thereof, the information, documents and records to be delivered by
the Master Servicer to the Special Servicer pursuant to the prior sentence shall
include, but not be limited to, financial statements, appraisals,
environmental/engineering reports, leases, rent rolls, title insurance policies,
UCC's and tenant estoppels. The Master Servicer shall use its best efforts to
comply with the preceding two sentences within five (5) Business Days of the
occurrence of each related Servicing Transfer Event. No later than 30 days
before the Master Servicer is required to deliver a copy of the related
Servicing File to the Special Servicer, it shall review such Servicing File and
request from the Trustee any material documents that it is aware are missing
from such Servicing File.

          Upon determining that a Specially Serviced Pooled Mortgage Loan or, if
applicable, the Great Lakes Crossing Companion Mortgage Loan, has become a
Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
return the related Servicing File within five (5) Business Days, to the Master
Servicer; and, upon giving such notice and returning such Servicing File to the
Master Servicer, the Special Servicer's obligation to service such Corrected
Mortgage Loan (and, in the case of a Pooled A-Note Mortgage Loan, any related
B-Note Mortgage Loan), and the Special Servicer's right to receive the Special
Servicing Fee with respect to such Corrected Mortgage Loan, shall terminate, and
the obligations of the Master Servicer to service and administer such Corrected
Mortgage Loan shall resume.

          Notwithstanding anything herein to the contrary, in connection with
the transfer to the Special Servicer of the servicing of a Cross-Collateralized
Pooled Mortgage Loan as a result of a Servicing Transfer Event or the
re-assumption of servicing responsibilities by the Master Servicer with respect
to any such Pooled Mortgage Loan upon its becoming a Corrected Pooled Mortgage
Loan, the Master Servicer and the Special Servicer shall each transfer to the
other, as and when applicable, the servicing of all other Cross-Collateralized
Pooled Mortgage Loans constituting part of the same Cross-Collateralized Group;
provided that no Cross-Collateralized Pooled Mortgage Loan may become a


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Corrected Pooled Mortgage Loan at anytime that a continuing Servicing Transfer
Event exists with respect to another Cross-Collateralized Pooled Mortgage Loan
in the same Cross-Collateralized Group.

          (b) In servicing any Specially Serviced Mortgage Loan, the Special
Servicer shall provide to the Trustee originals of documents contemplated by the
definition of "Mortgage File" and generated while such Mortgage Loan is a
Specially Serviced Mortgage Loan, for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer and, in the case of a
B-Note Mortgage Loan or the Great Lakes Crossing Total Mortgage Loan, the
related B-Note Mortgage Loan Holder or the holder of the Great Lakes Crossing
Companion Mortgage Loan, as applicable), and copies of any additional related
Mortgage Loan information, including correspondence with the related Borrower
generated while such Mortgage Loan is a Specially Serviced Mortgage Loan.

          (c) The Master Servicer and the Special Servicer shall each furnish to
the other, upon reasonable request, such reports, documents, certifications and
information in its possession, and access to such books and records maintained
thereby, as may relate to any Mortgage Loan or REO Property and as shall be
reasonably required by the requesting party in order to perform its duties
hereunder.

          (d) In connection with the performance of its obligations hereunder
with respect to any Mortgage Loan or REO Property, each of the Master Servicer
and the Special Servicer shall be entitled to rely upon written information
provided to it by the other.

          (e) Upon receiving notice of (i) the filing of a case under any
federal or state bankruptcy, insolvency or similar law or the commencing of any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Mortgage Loan or the related Borrower,
(ii) the existence of a material non-payment default or (iii) the request by a
Borrower for the amendment or modification of a Mortgage Loan required to be
handled by the Special Servicer, the Master Servicer shall promptly give notice
thereof, and shall deliver copies of the related Mortgage File and Servicing
File to the Special Servicer, and shall use its reasonable efforts to provide
the Special Servicer with all information relating to the Mortgage Loan as
reasonably requested by the Special Servicer to enable it to negotiate with the
related Borrower and prepare for any such proceedings. The Master Servicer shall
use its reasonable efforts to comply with the preceding sentence within five (5)
Business Days of the occurrence of each such event, and upon receiving such
documents and information, the Special Servicer shall use its reasonable efforts
to cause the related Borrower to cure any default and/or remedy any such event,
work-out or modify the Mortgage Loan consistent with the terms of this
Agreement, and/or prepare for such proceedings. Notwithstanding the foregoing,
the occurrence of any of the above-referenced events shall not in and of itself
be considered a Servicing Transfer Event.

          SECTION 3.22. Sub-Servicing Agreements.

          (a) The Master Servicer and, subject to Section 3.22(f), the Special
Servicer may enter into Sub-Servicing Agreements to provide for the performance
by third parties of any or all of their respective obligations hereunder
(including the performance on a regular basis by third parties of discrete tasks
in respect of a discrete number of assets); provided that, in each case, the
Sub-Servicing Agreement, including any amendments thereto and modifications
thereof: (i) insofar as it affects the Trust, is consistent with this Agreement,
including Section 7.01(a), in all material respects and requires the subject
Sub-Servicer to comply in all material respects with all of the applicable
conditions of this Agreement; (ii) provides that if the Master Servicer or the
Special Servicer, as the case may be, shall for


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any reason no longer act in such capacity hereunder (including by reason of an
Event of Default), the Trustee or its designee or any other successor Master
Servicer or Special Servicer, as the case may be, may thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Master Servicer or the Special Servicer, as the case may be,
under such agreement or, alternatively, may terminate such Sub-Servicing
Agreement without cause and without payment of any penalty or termination fee
(provided, however, that a Designated Sub-Servicer Agreement may not be
terminated except for cause, which will include the occurrence of any Adverse
Rating Event resulting from the subject Sub-Servicer's acting in such capacity);
(iii) provides that the Trustee, for the benefit of the Certificateholders,
shall be a third-party beneficiary under such agreement, but that (except to the
extent the Trustee or its designee assumes the obligations of the Master
Servicer or the Special Servicer, as the case may be, thereunder as contemplated
by the immediately preceding clause (ii), and except with respect to the
obligations of any successor Master Servicer under the Designated Sub-Servicer
Agreements) none of the Trustee, any successor Master Servicer or Special
Servicer, as the case may be, or any Certificateholder shall have any duties
under such agreement or any liabilities arising therefrom except as explicitly
set forth herein; (iv) permits any purchaser of a Pooled Mortgage Loan pursuant
to this Agreement to terminate such agreement with respect to such purchased
Pooled Mortgage Loan at its option and without penalty; (v) does not permit the
subject Sub-Servicer to foreclose on a Mortgaged Property or to enter into or
consent to any modification, waiver or amendment or otherwise take any action on
behalf of the Master Servicer or the Special Servicer, as the case may be,
contemplated by Section 3.08, Section 3.09 and/or Section 3.20 hereof without
the consent of the Master Servicer or the Special Servicer, as the case may be;
and (vi) does not permit the subject Sub-Servicer any rights of indemnification
out of the Trust Fund except through the Master Servicer or the Special
Servicer, as the case may be, pursuant to Section 6.03; provided that the
appointment by the Master Servicer or the Special Servicer of a third-party
contractor for the purpose of performing discrete, ministerial functions shall
not be subject to this Section 3.22 (except that the Master Servicer or the
Special Servicer, as the case may be, shall remain responsible for the actions
of such third-party contractors and shall pay all fees and expenses of such
third-party contractors, unless otherwise expressly provided herein). No
Sub-Servicing Agreement entered into by the Master Servicer shall purport to
delegate or effectively delegate to the related Sub-Servicer any of the rights
or obligations of the Special Servicer with respect to any Specially Serviced
Mortgage Loan or otherwise. Each Sub-Servicing Agreement entered into by the
Special Servicer shall relate only to Specially Serviced Mortgage Loans and REO
Properties and shall not purport to delegate or effectively delegate to the
related Sub-Servicer any of the rights or obligations of the Master Servicer
with respect to any Mortgage Loan, including any Specially Serviced Mortgage
Loan. The Master Servicer and the Special Servicer shall each notify the other,
the Trustee, the Depositor, any affected B-Note Mortgage Loan Holder and, if the
Great Lakes Crossing Total Mortgage Loan will be affected, the holder of the
Great Lakes Crossing Companion Mortgage Loan, in writing promptly of the
appointment by it of any Sub-Servicer. The Master Servicer and the Special
Servicer shall each deliver to the Trustee copies of all Sub-Servicing
Agreements, and any amendments thereto and modifications thereof, entered into
by it promptly upon its execution and delivery of such documents. References in
this Agreement to actions taken or to be taken by the Master Servicer or the
Special Servicer include actions taken or to be taken by a Sub-Servicer on
behalf of the Master Servicer or the Special Servicer, as the case may be; and,
in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the
obligations of the Master Servicer or the Special Servicer hereunder to make
Advances shall be deemed to have been advanced by the Master Servicer or the
Special Servicer, as the case may be, out of its own funds and, accordingly,
such Advances shall be recoverable by such Sub-Servicer in the same manner and
out of the same funds as if such Sub-Servicer were the Master Servicer or the
Special Servicer, as the case may be. Such


                                     -193-

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Advances shall accrue interest in accordance with Sections 3.11(g) and/or
4.03(e), such interest to be allocable between the Master Servicer or the
Special Servicer, as the case may be, and such Sub-Servicer as they may agree.
For purposes of this Agreement, the Master Servicer and the Special Servicer
shall each be deemed to have received any payment when a Sub-Servicer retained
by it receives such payment.

          (b) Each Sub-Servicer shall be authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.

          (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the other such
party or to the Trustee, the Certificateholders, the Trust, the holder of the
Great Lakes Crossing Companion Mortgage Loan or any B-Note Mortgage Loan Holder)
monitor the performance and enforce the obligations of their respective
Sub-Servicers under the related Sub-Servicing Agreements. Such enforcement,
including the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer or the Special Servicer, as applicable,
in its reasonable judgment, would require were it the owner of the subject
Mortgage Loans. Subject to the terms of the related Sub-Servicing Agreement,
including any provisions thereof limiting the ability of the Master Servicer or
the Special Servicer, as applicable, to terminate a Sub-Servicer, the Master
Servicer and the Special Servicer shall each have the right to remove a
Sub-Servicer retained by it at any time it considers such removal to be in the
best interests of Certificateholders, the holder of the Great Lakes Crossing
Companion Mortgage Loan (if such Mortgage Loan is affected) and any affected
B-Note Mortgage Loan Holder.

          (d) If the Master Servicer or the Special Servicer ceases to serve as
such under this Agreement for any reason (including by reason of an Event of
Default), then the Trustee or other successor Master Servicer or Special
Servicer, as the case may be, shall succeed to the rights and assume the
obligations of the Master Servicer or the Special Servicer under any
Sub-Servicing Agreement, unless the Trustee or other successor Master Servicer
or Special Servicer elects to terminate any such Sub-Servicing Agreement in
accordance with its terms and Section 3.22(a)(ii) hereof; provided that no
Designated Sub-Servicer Agreement may be so terminated except for cause, which
will include the occurrence of any Adverse Rating Event resulting from the
subject Sub-Servicer's acting in such capacity. In any event, if a Sub-Servicing
Agreement is to be assumed by the Trustee or other successor Master Servicer or
Special Servicer, then the Master Servicer or the Special Servicer, as
applicable, at its expense shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.

          (e) Notwithstanding any Sub-Servicing Agreement entered into by it,
the Master Servicer and the Special Servicer shall each remain obligated and
liable to the Trustee, the Certificateholders, the holder of the Great Lakes
Crossing Companion Mortgage Loan and the B-Note Mortgage Loan Holders for the
performance of their respective obligations and duties under this Agreement in
accordance with the provisions hereof to the same extent and under the same
terms and conditions as if it alone were servicing and administering the
Mortgage Loans or REO Properties for


                                     -194-

<PAGE>

which it is responsible. No appointment of a Sub-Servicer shall result in any
additional expense to the Trustee, the Certificateholders or the Trust other
than those contemplated herein.

          (f) The Special Servicer shall not enter into any Sub-Servicing
Agreement unless either: (i) the Rating Agencies have confirmed in writing that
entering into such agreement will not result in an Adverse Rating Event; or (ii)
such agreement relates to one or more Pooled Mortgage Loans (including any such
Pooled Mortgage Loan(s) previously sub-serviced in accordance with this Section
3.22) that together represent less than 25% of the aggregate outstanding
principal balance of all Specially Serviced Pooled Mortgage Loans.

          SECTION 3.23. Controlling Class Representative.

          (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.23 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 3.24) or to replace an existing
Controlling Class Representative. Upon (i) the receipt by the Trustee of written
requests for the selection of a Controlling Class Representative from the
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class, (ii) the resignation or removal of the Person acting as
Controlling Class Representative or (iii) a determination by the Trustee that
the Controlling Class has changed, the Trustee shall promptly notify the
Depositor and the Holders (and, in the case of Book-Entry Certificates, to the
extent actually known to a Responsible Officer of the Trustee or identified
thereto by the Depositary or the Depositary Participants, the Certificate
Owners) of the Controlling Class that they may select a Controlling Class
Representative. Such notice shall set forth the process established by the
Trustee for selecting a Controlling Class Representative, which process may
include the designation of the Controlling Class Representative by the Majority
Controlling Class Certificateholder by a writing delivered to the Trustee. No
appointment of any Person as a Controlling Class Representative shall be
effective until such Person provides the Trustee with (i) written confirmation
of its acceptance of such appointment, (ii) written confirmation of its
agreement to keep confidential, for so long as reports are required to be filed
with respect to the Trust under Section 15(d) of the Exchange Act, all
information received by it with respect to the Trust and its assets that has not
been filed with the Commission, (iii) an address and telecopy number for the
delivery of notices and other correspondence and (iv) a list of officers or
employees of such Person with whom the parties to this Agreement may deal
(including their names, titles, work addresses and telecopy numbers). Subject to
the preceding sentence, Allied Capital Corporation shall serve as the initial
Controlling Class Representative.

          (b) Within ten Business Days (or as soon thereafter as practicable if
the Controlling Class consists of Book-Entry Certificates) of any change in the
identity of the Controlling Class Representative of which a Responsible Officer
of the Trustee has actual knowledge and otherwise promptly upon request from the
Master Servicer or the Special Servicer, the Trustee shall deliver to each of
the Master Servicer and the Special Servicer the identity of the Controlling
Class Representative and a list of each Holder (or, in the case of Book-Entry
Certificates, to the extent actually known to a Responsible Officer of the
Trustee or identified thereto by the Depositary or the Depositary Participants,
each Certificate Owner) of the Controlling Class, including, in each case, names
and addresses. With respect to such information, the Trustee shall be entitled
to conclusively rely on information provided to


                                     -195-

<PAGE>

it by the Holders (or, in the case of Book-Entry Certificates, subject to
Section 5.06, by the Depositary or the Certificate Owners) of such Certificates,
and the Master Servicer and the Special Servicer shall each be entitled to rely
on such information provided by the Trustee with respect to any obligation or
right hereunder that the Master Servicer or the Special Servicer, as the case
may be, may have to deliver information or otherwise communicate with the
Controlling Class Representative or any of the Holders (or, if applicable,
Certificate Owners) of the Controlling Class. In addition to the foregoing,
within two Business Days of the selection, resignation or removal of a
Controlling Class Representative, the Trustee shall notify the other parties to
this Agreement of such event.

          (c) A Controlling Class Representative may at any time resign as such
by giving written notice to the Trustee, the Special Servicer, the Master
Servicer and each Holder (or, in the case of Book-Entry Certificates,
Certificate Owner) of the Controlling Class. The Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of Certificates representing
more than 50% of the Class Principal Balance of the Controlling Class shall be
entitled to remove any existing Controlling Class Representative by giving
written notice to the Trustee, the Special Servicer, the Master Servicer and
such existing Controlling Class Representative.

          (d) Once a Controlling Class Representative has been selected pursuant
to this Section 3.23, each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Trustee and each other
party to this Agreement and each Holder (or, in the case of Book-Entry
Certificates, Certificate Owner) of the Controlling Class, in writing, of the
resignation or removal of such Controlling Class Representative.

          (e) Any and all expenses of the Controlling Class Representative shall
be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective
Percentage Interests in such Class, and not by the Trust. Notwithstanding the
foregoing, if a claim is made against the Controlling Class Representative by a
Borrower with respect to this Agreement or any particular Mortgage Loan, the
Controlling Class Representative shall immediately notify the Trustee, the
Master Servicer and the Special Servicer, whereupon (if the Special Servicer,
the Master Servicer, the Trustee or the Trust are also named parties to the same
action and, in the sole judgment of the Special Servicer, (i) the Controlling
Class Representative had acted in good faith, without negligence or willful
misfeasance, with regard to the particular matter, and (ii) there is no
potential for the Special Servicer, the Master Servicer, the Trustee or the
Trust to be an adverse party in such action as regards the Controlling Class
Representative) the Special Servicer on behalf of the Trust shall, subject to
Section 6.03, assume the defense of any such claim against the Controlling Class
Representative. This provision shall survive the termination of this Agreement
and the termination or resignation of the Controlling Class Representative.

          SECTION 3.24. Certain Rights and Powers of the Controlling Class
Representative.

          (a) The Controlling Class Representative will be entitled to advise
the Special Servicer with respect to the Special Servicer's taking, or
consenting to the Master Servicer's taking, any of the actions identified in
clauses (i) through (x) of the following sentence. In addition, notwithstanding
anything in any other Section of this Agreement to the contrary, but in all
cases subject


                                     -196-

<PAGE>

to Section 3.20(g) and Section 3.24(b), the Special Servicer will not be
permitted to take, or consent to the Master Servicer's taking, any of the
actions identified in clauses (i) through (x) of this sentence, unless and until
the Special Servicer has notified the Controlling Class Representative in
writing of the Special Servicer's intent to take or permit the particular action
(which the Special Servicer shall promptly do, taking into account any time
period within which it must respond to the Master Servicer) and the Controlling
Class Representative has consented (or has failed to object) thereto in writing
within five (5) Business Days of having been notified thereof in writing and
having been provided with all reasonably requested information with respect
thereto (provided that such period to respond shall not extend beyond the
related approval period of the Special Servicer, if applicable):

               (i) any proposed or actual foreclosure upon or comparable
     conversion (which may include acquisitions of an REO Property) of the
     ownership of the property or properties securing any Specially Serviced
     Pooled Mortgage Loan that comes into and continues in default;

               (ii) any modification, amendment or waiver of a monetary term
     (including a change in the timing of payments but excluding the waiver of
     Default Charges) or any material non-monetary term (excluding the waiver of
     any "due-on-sale" or "due-on-encumbrance" clause, which clauses are
     addressed in clause (ix) below) of a Pooled Mortgage Loan;

               (iii) any proposed sale of an REO Property (other than in
     connection with the termination of the Trust Fund) for less than the
     Purchase Price;

               (iv) any acceptance of a discounted payoff with respect to a
     Specially Serviced Pooled Mortgage Loan;

               (v) any determination to bring an REO Property into compliance
     with applicable environmental laws or to otherwise address Hazardous
     Materials located at an REO Property;

               (vi) any release of real property collateral for a Pooled
     Mortgage Loan (other than any release (a) required by the terms of, or upon
     satisfaction of, such Pooled Mortgage Loan, (b) made in connection with a
     pending or threatened condemnation action, or (c) made in connection with
     the grant of a non-material easement or right-of-way);

               (vii) any acceptance of substitute or additional collateral for a
     Specially Serviced Pooled Mortgage Loan (other than required by the terms
     of such Pooled Mortgage Loan);

               (viii) any releases of Earn-Out Reserve Funds or related Letters
     of Credit with respect to a Mortgaged Property (other than required by the
     terms of such Pooled Mortgage Loan);

               (ix) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
     in any Pooled Mortgage Loan; and

               (x) any determination by the Special Servicer in accordance with
     Section 3.07(a) not to maintain or cause a Borrower to maintain for a
     Mortgaged Property all-risk


                                     -197-

<PAGE>

     casualty or other insurance that provides coverage for acts of terrorism,
     despite the fact that such insurance may be required under the terms of the
     related Mortgage Loan;

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole) (or, in the case of an A/B Mortgage Loan Pair or the Great
Lakes Crossing Total Mortgage Loan, to protect the interests of the
Certificateholders and either the related B-Note Mortgage Loan Holder or the
holder of the Great Lakes Crossing Companion Mortgage Loan, as applicable, (as a
collective whole)), the Special Servicer may take any such action without
waiting for the Controlling Class Representative's response.

          In addition, subject to Section 3.24(b), the Controlling Class
Representative may direct the Special Servicer to take, or to refrain from
taking, such actions with respect to the servicing and administration of any
Specially Serviced Pooled Mortgage Loans and/or REO Properties as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made herein. Upon reasonable request, the Special Servicer shall
provide the Controlling Class Representative with any information in the Special
Servicer's possession with respect to such matters, including, without
limitation, its reasons for determining to take a proposed action; provided that
such information shall also be provided, in a written format, to the Trustee,
who shall make it available for review pursuant to Section 8.12(b).

          The Master Servicer or the Special Servicer, as applicable, shall
notify the Controlling Class Representative of any release or substitution of
real property collateral for a Pooled Mortgage Loan even if such release or
substitution is in accordance with such Pooled Mortgage Loan.

          (b) Notwithstanding anything herein to the contrary: (i) the Special
Servicer shall not have any right or obligation to consult with or to seek
and/or obtain consent or approval from the Controlling Class Representative
prior to acting, and the provisions of this Agreement requiring such shall be of
no effect, if the Controlling Class changes, during the period prior to the
initial selection of a Controlling Class Representative for the new Controlling
Class and, if any Controlling Class Representative resigns or is removed, during
the period following such resignation or removal until a replacement is
selected; and (ii) no advice, direction or objection from or by the Controlling
Class Representative, as contemplated by Section 3.24(a), may (and the Special
Servicer shall ignore and act without regard to any such advice, direction or
objection that the Special Servicer has determined, in its reasonable judgment,
would) (A) require or cause the Special Servicer to violate applicable law, the
terms of any Mortgage Loan or any other Section of this Agreement, including the
Special Servicer's obligation to act in accordance with the Servicing Standard,
(B) result in an Adverse REMIC Event with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to any Grantor Trust Pool, (C) expose
the Trust, the Depositor, the Master Servicer, the Special Servicer, any Fiscal
Agent, the Trustee, the holder of the Great Lakes Crossing Companion Mortgage
Loan, any B-Note Mortgage Loan Holder or any of their respective Affiliates,
members, managers, officers, directors, employees or agents, to any material
claim, suit or liability, or (D) expand the scope of the Master Servicer's or
the Special Servicer's responsibilities under this Agreement.

          (c) Each Certificateholder acknowledges and agrees, by its acceptance
of its Certificates, that: (i) the Controlling Class Representative may have
special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Controlling Class Representative may
act solely in the interests of the Holders of the Controlling Class; (iii) the


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<PAGE>

Controlling Class Representative does not have any duties or liability to the
Holders of any Class of Certificates other than the Controlling Class; (iv) the
Controlling Class Representative may take actions that favor interests of the
Holders of the Controlling Class over the interests of the Holders of one or
more other Classes of Certificates; and (v) the Controlling Class Representative
shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Controlling Class Representative or
any director, officer, employee, agent or principal thereof for having so acted.

          SECTION 3.25. Replacement of Special Servicer.

          (a) Subject to Section 3.25(b), the Controlling Class Representative
may, upon not less than ten days' prior written notice to the respective parties
hereto, remove any existing Special Servicer hereunder (with or without cause)
and appoint a successor Special Servicer; provided that, if any such removal is
made without cause, then the costs of transferring the special servicing
responsibilities to a successor Special Servicer will be paid by the
Certificateholders of the Controlling Class. In addition, if the Special
Servicer is terminated pursuant to Section 7.01, then, also subject to Section
3.25(b), the Controlling Class Representative shall be entitled to appoint a
successor Special Servicer (other than the Trustee) for 45 days following such
termination.

          (b) No removal of the Special Servicer and/or appointment of a
successor thereto pursuant to Section 3.25(a) shall be effective until: (i) the
Trustee shall have received (A) written confirmation from each of the Rating
Agencies that such removal and/or appointment will not result in an Adverse
Rating Event with respect to any Class of Rated Certificates, (B) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I, executed by the Person designated to be the successor Special
Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the
Trustee or the Trust) substantially to the effect that (1) the removal of the
existing Special Servicer and/or the appointment of the Person designated to
serve as Special Servicer is in compliance with this Section 3.25, (2) such
designated Person is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (3) the Acknowledgment of
Proposed Special Servicer, the form of which is attached hereto as Exhibit I,
has been duly authorized, executed and delivered by such designated Person and
(4) upon the execution and delivery of the Acknowledgment of Proposed Special
Servicer, such designated Person shall be bound by the terms of this Agreement
and, subject to customary bankruptcy and insolvency exceptions and customary
equity exceptions, this Agreement shall be enforceable against such designated
Person in accordance with its terms; and (ii) if the existing Special Servicer
has been removed by the Controlling Class Representative without cause, the
Certificateholders of the Controlling Class have delivered to the Trustee and
the removed Special Servicer such Certificateholders' joint and several
undertaking to pay any expenses incurred by the Trustee and such removed Special
Servicer in connection with the transfer of special servicing responsibilities
to a successor Special Servicer.

          (c) Any Special Servicer terminated pursuant to Section 3.25(a) shall
be deemed to have been so terminated simultaneously with the designated
successor's becoming the Special Servicer hereunder; provided that (i) the
terminated Special Servicer shall be entitled to receive, in connection with its
termination, payment out of the Collection Account (or, to the extent
appropriate, the A/B Mortgage Loan Pair Custodial Accounts) of all of its
accrued and unpaid Special Servicing Fees, as and to the extent provided in
Section 3.05(a) and Section 3.04(e), and reimbursement from the successor
Special Servicer of all outstanding Servicing Advances made by the terminated
Special Servicer and all


                                     -199-

<PAGE>

unpaid Advance Interest accrued on such outstanding Servicing Advances (in which
case the successor Special Servicer shall be deemed to have made such Servicing
Advances at the same time that the terminated Special Servicer had actually made
them), (ii) the terminated Special Servicer shall thereafter be entitled to
Work-out Fees, as and to the extent expressly permitted by Section 3.11(c), and
(iii) the terminated Special Servicer shall continue to be entitled to the
benefits of Section 6.03, notwithstanding any such termination; and provided,
further, that the terminated Special Servicer shall continue to be obligated to
pay (and entitled to receive) all other amounts accrued to (or owing by) it
under this Agreement on or prior to the effective date of such termination. Such
terminated Special Servicer shall cooperate with the Trustee and the replacement
Special Servicer in effecting the transfer of the terminated Special Servicer's
responsibilities and rights hereunder to its successor, including the transfer
within two Business Days of its termination becoming effective pursuant to
Section 3.25, to the replacement Special Servicer for administration by it of
all cash amounts that at the time are or should have been credited by the
terminated Special Servicer to the REO Account or to any Servicing Account or
Reserve Account or should have been delivered to the Master Servicer or that are
thereafter received by or on behalf of such terminated Special Servicer with
respect to any Mortgage Loan or REO Property.

          (d) For so long as the Controlling Class Representative has not
terminated KRECM as the Special Servicer and appointed a successor Special
Servicer, the holder of the Great Lakes Crossing Companion Mortgage Loan shall
have the same rights (and shall be subject to the same limitations and
conditions) to terminate and replace the GLCTML Special Servicer (in respect of
the Great Lakes Crossing Total Mortgage Loan only) as the Controlling Class
Representative would have to terminate and replace the General Special Servicer;
provided that, the holder of the Great Lakes Crossing Companion Mortgage Loan
may only replace the GLCTML Special Servicer with one of the following
servicers: Lennar Partners, GMAC Commercial Mortgage Corporation, KRECM, Midland
Loan Services, Inc., ARCap Servicing, Inc. or Clarion Partners LLC; provided
that, in respect of any of the aforementioned servicers, if after the date
hereof there occurs any transfer of equity in any such servicer that results in
a change of control of such servicer, then such servicer may not be appointed as
a replacement GLCTML Special Servicer unless the Controlling Class
Representative provides to the holder of the Great Lakes Crossing Companion
Mortgage Loan written consent to such servicer being appointed as a replacement
GLCTML Special Servicer. In connection therewith, all of the terms and
conditions of Section 3.25(a), Section 3.25(b) and Section 3.25(c) shall apply,
except that references therein to "Special Servicer" shall mean solely the
GLCTML Special Servicer, references therein to "Controlling Class
Representative" shall mean the holder of the Great Lakes Crossing Companion
Mortgage Loan and references therein to "Certificateholders of the Controlling
Class" shall mean the holder of the Great Lakes Crossing Companion Mortgage
Loan.

          SECTION 3.26. Application of Default Charges.

          (a) Any and all Default Charges that are actually received by or on
behalf of the Trust with respect to any Pooled Mortgage Loan or Pooled REO Loan,
shall be applied for the following purposes and in the following order, in each
case to the extent of the remaining portion of such Default Charges:

               first, to pay to any Fiscal Agent, the Trustee, the Master
     Servicer or the Special Servicer, in that order, any Advance Interest due
     and owing to such party on outstanding


                                     -200-

<PAGE>

     Advances made thereby with respect to such Pooled Mortgage Loan or Pooled
     REO Loan, as the case may be;

               second, to reimburse the Trust for any Advance Interest paid to
     any Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer
     since the Closing Date with respect to such Pooled Mortgage Loan or Pooled
     REO Loan, as the case may be, which interest was paid from a source other
     than Default Charges on such Pooled Mortgage Loan or Pooled REO Loan, as
     the case may be;

               third, to pay any other outstanding expense incurred with respect
     to such Pooled Mortgage Loan or Pooled REO Loan, as the case may be, that,
     if not paid from Default Charges collected on such Pooled Mortgage Loan or
     Pooled REO Loan, as the case may be, will likely become an Additional Trust
     Fund Expense;

               fourth, to reimburse the Trust for any other Additional Trust
     Fund Expenses incurred since the Closing Date with respect to such Pooled
     Mortgage Loan or Pooled REO Loan, as the case may be, and previously paid
     from a source other than Default Charges on such Pooled Mortgage Loan or
     Pooled REO Loan, as the case may be; and

               fifth, to pay any remaining portion of such Default Charges as
     Additional Master Servicing Compensation to the Master Servicer, if such
     Default Charges accrued with respect to a Performing Pooled Mortgage Loan,
     and otherwise to pay any remaining portion of such Default Charges as
     Additional Special Servicing Compensation to the Special Servicer.

          (b) Default Charges applied to reimburse the Trust pursuant to either
clause second or clause fourth of Section 3.26(a) are intended to be available
for distribution on the Certificates pursuant to Section 4.01(a) and Section
4.01(b), subject to application pursuant to Section 3.05(a) or 3.05(b) for any
items payable out of general collections on the Mortgage Pool. Default Charges
applied to reimburse the Trust pursuant to either clause second or clause fourth
of Section 3.26(a) shall be deemed to offset payments of Advance Interest or
other Additional Trust Fund Expenses (depending on which clause is applicable)
in the chronological order in which they were made or incurred with respect to
the subject Pooled Mortgage Loan or Pooled REO Loan (whereupon such Advance
Interest or other Additional Trust Fund Expenses (depending on which clause is
applicable) shall thereafter be deemed to have been paid out of Default
Charges).

          SECTION 3.27. Servicing of the Great Lakes Crossing Total Mortgage
                        Loan and the Ritz-Carlton Key Biscayne Pooled Mortgage
                        Loan.

          (a) Prior to taking or permitting any of the following actions with
respect to the Great Lakes Crossing Pooled Mortgage Loan and/or the Great Lakes
Crossing Companion Mortgage Loan, the Special Servicer shall notify the Class
GLC Directing Certificateholder and the holder of the Great Lakes Crossing
Companion Mortgage Loan, and prior to taking or permitting any of the following
actions with respect to the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, the
Special Servicer shall notify the Class RCKB Directing Certificateholder, in
either such case, of the Special Servicer's intent to take or permit the
particular action:

               (i) if the subject Mortgage Loan or each of the subject Mortgage
     Loans, as the case may be, becomes a Specially Serviced Mortgage Loan, any
     foreclosure upon or


                                     -201-

<PAGE>

     comparable conversion, which may include the acquisition of an REO
     Property, of the ownership of the related Mortgaged Property;

               (ii) if the subject Mortgage Loan or each of the subject Mortgage
     Loans, as the case may be, becomes a Specially Serviced Mortgage Loan, any
     modification of a monetary term other than an extension of the original
     maturity date for two years or less;

               (iii) if the subject Mortgage Loan or each of the subject
     Mortgage Loans, as the case may be, becomes a Specially Serviced Mortgage
     Loan, any acceptance of a discounted payoff;

               (iv) if the subject Mortgage Loan or each of the subject Mortgage
     Loans, as the case may be, becomes a Specially Serviced Mortgage Loan, any
     determination to bring the related Mortgaged Property into compliance with
     applicable environmental laws;

               (v) if the subject Mortgage Loan or each of the subject Mortgage
     Loans, as the case may be, becomes a Specially Serviced Mortgage Loan, any
     release of real property collateral securing the subject Mortgage Loan(s)
     (other than any release (i) required by the terms of the subject Mortgage
     Loan(s), (ii) made in connection with a pending or threatened condemnation
     action, or (iii) made in connection with the grant of a non-material
     easement or right-of-way);

               (vi) if the subject Mortgage Loan or each of the subject Mortgage
     Loans, as the case may be, becomes a Specially Serviced Mortgage Loan, any
     acceptance of substitute or additional real property collateral (other than
     in accordance with the terms of the subject Mortgage Loan(s));

               (vii) any waiver of a "due-on-sale" or "due-on-encumbrance"
     clause;

               (viii) any acceptance of an assumption agreement releasing the
     related Borrower from liability; and

               (ix) any determination by the Special Servicer in accordance with
     Section 3.07(a) not to maintain or cause the Borrower to maintain for the
     related Mortgaged Property all-risk casualty or other insurance that
     provides coverage for acts of terrorism, despite the fact that such
     insurance may be required under the terms of the subject Mortgage Loan or
     each of the subject Mortgage Loans, as the case may be;

The Special Servicer shall provide all information which the Special Servicer
considers to be material in connection with evaluating any such action to the
Class GLC Directing Certificateholder and the holder of the Great Lakes Crossing
Companion Mortgage Loan, if the subject action relates to the Great Lakes
Crossing Total Mortgage Loan, or to the Class RCKB Directing Certificateholder,
if the subject action relates to the Ritz-Carlton Key Biscayne Pooled Mortgage
Loan. Upon receipt of such notice, the Class GLC Certificateholder, the holder
of the Great Lakes Crossing Companion Mortgage Loan or the Class RCKB
Certificateholder, as the case may be, may contact the Special Servicer
regarding the proposed action. The Special Servicer shall have no obligation to
follow any advice of, or take any direction from, the Class GLC Directing
Certificateholder, the holder of the Great Lakes Crossing Companion Mortgage
Loan or the Class RCKB Directing Certificateholder, as the case may be, with
respect to any


                                     -202-

<PAGE>

of the proposed actions or otherwise. Notwithstanding the foregoing, if a Great
Lakes Crossing Change of Control Event has occurred and is continuing, the
Special Servicer is under no obligation to notify and consult with the Class GLC
Directing Certificateholder, and if a Ritz-Carlton Key Biscayne Change of
Control Event has occurred and is continuing, the Special Servicer is under no
obligation to notify and consult with the Class RCKB Directing
Certificateholder; provided, however, that a Great Lakes Crossing Change of
Control Event will not affect the obligation of the Special Servicer to notify
and consult with the holder of the Great Lakes Crossing Companion Mortgage Loan.

          (b) Prior to entering into any modification of the Great Lakes
Crossing Pooled Mortgage Loan or the Ritz-Carlton Key Biscayne Pooled Mortgage
Loan that would materially affect the monetary terms of the Great Lakes Crossing
Total Mortgage Loan or the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, as
the case may be, the Master Servicer or Special Servicer, as applicable, shall
provide the Class GLC Directing Certificateholder, in the case of a modification
of the Great Lakes Crossing Pooled Mortgage Loan, or the Class RCKB Directing
Certificateholder, in the case of a modification of the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan, with notice thereof and with all information that
the Master Servicer or Special Servicer, as applicable, considers material, but
in any case including a draft of the agreement, if any, that sets forth such
proposed modification. The Class GLC Directing Certificateholder shall have the
right to purchase the Great Lakes Crossing Pooled Mortgage Loan and the Class
RCKB Directing Certificateholder shall have the right to purchase the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan, in each case at a price equal to
the Purchase Price therefor by delivering notice to the Master Servicer or
Special Servicer, within five (5) Business Days of receipt of the materials
described in the preceding sentence, that it intends to exercise such purchase
option (such purchase option to terminate at the end of such 5-Business Day
period or, in respect of the purchase option for the Great Lakes Crossing Pooled
Mortgage Loan, upon receipt of notice by the Master Servicer or the Special
Servicer, as the case may be, that the Great Lakes Crossing Pooled Mortgage Loan
will be sold pursuant to Section 3.27(g)). In the event that it elects to
exercise such purchase option, the Class GLC Directing Certificateholder or the
Class RCKB Directing Certificateholder, as applicable, shall deliver such
Purchase Price (in the case of the Class GLC Directing Certificateholder, as
calculated in respect of the Great Lakes Crossing Pooled Mortgage Loan and, in
the case of the Class RCKB Directing Certificateholder, as calculated in respect
of the Ritz-Carlton Key Biscayne Pooled Mortgage Loan) to the Master Servicer
within three (3) Business Days of its exercise of such purchase option; and,
upon its receipt of such Purchase Price, the Master Servicer shall deposit the
same into the Collection Account and shall notify the Trustee of such purchase.
The purchase option granted under this paragraph shall be in addition to the
purchase option granted pursuant to Section 3.27(c) hereof.

          (c) The Class GLC Directing Certificateholder shall have the right, by
written notice to the Master Servicer and Special Servicer (a "Class GLC
Purchase Notice") delivered (i) during any Cure Period for which the Class GLC
Directing Certificateholder is entitled to make a Cure Payment pursuant to
Section 3.27(d) or (ii) at any time the Great Lakes Crossing Pooled Mortgage
Loan is a Specially Serviced Mortgage Loan (provided that the Great Lakes
Crossing Pooled Mortgage Loan is then in default or default with respect thereto
is reasonably foreseeable), to purchase the Great Lakes Crossing Pooled Mortgage
Loan, in whole but not in part at the applicable Purchase Price. Upon the
delivery of the Class GLC Purchase Notice to the Master Servicer and Special
Servicer, the Special Servicer shall, on behalf of the Trust Fund, sell (and the
Class GLC Directing Certificateholder shall purchase) the Great Lakes Crossing
Pooled Mortgage Loan at the related Purchase Price, on a date (the "Class GLC
Purchase Date") not less than five (5) Business Days nor more than ten (10)
Business Days


                                     -203-

<PAGE>

after the date of the related Class GLC Purchase Notice, as shall be established
by the Special Servicer. In each case, the Purchase Price shall be calculated by
the Special Servicer, three (3) Business Days prior to the Class GLC Purchase
Date and shall, absent manifest error, be binding upon the Class GLC Directing
Certificateholder. Concurrently with the payment to the Trust of the related
Purchase Price, the Special Servicer shall direct the Trustee to execute at the
sole cost and expense of the Class GLC Directing Certificateholder, in favor of
the Class GLC Directing Certificateholder, assignment documentation which will
assign thereto the Great Lakes Crossing Pooled Mortgage Loan and the related
Mortgage Loan Documents, without recourse, representations or warranties. The
right of the Class GLC Directing Certificateholder to purchase the Great Lakes
Crossing Pooled Mortgage Loan under clause (i) of the first sentence of this
paragraph shall automatically terminate upon the expiration of the applicable
Cure Period. The right of the Class GLC Directing Certificateholder to purchase
the Great Lakes Crossing Pooled Mortgage Loan under clause (ii) of the first
sentence of this paragraph shall automatically terminate upon (a) 10 Business
Days after delivery of notification by the Special Servicer to the Class GLC
Directing Certificateholder of the Special Servicer's intention to sell the
Great Lakes Crossing Pooled Mortgage Loan pursuant to Section 3.18 (if it is a
Specially Designated Defaulted Pooled Mortgage Loan), (b) a foreclosure sale,
sale by power of sale or delivery of a deed in lieu of foreclosure with respect
to the related Mortgaged Property or (c) the Great Lakes Crossing Pooled
Mortgage Loan ceasing to be a Specially Serviced Mortgage Loan. Notwithstanding
the foregoing, the right of the Class GLC Directing Certificateholder to
purchase the Great Lakes Crossing Pooled Mortgage Loan under both clauses (i)
and (ii) of the first sentence of this paragraph shall automatically terminate
upon any purchase of such Mortgage Loan pursuant to Section 3.18 or Section
3.27(h).

          The Class RCKB Directing Certificateholder shall have the right, by
written notice to the Master Servicer and Special Servicer (a "Class RCKB
Purchase Notice") delivered (i) during any Cure Period for which the Class RCKB
Directing Certificateholder is entitled to make a Cure Payment pursuant to
Section 3.27(d) or (ii) at any time the Ritz-Carlton Key Biscayne Pooled
Mortgage Loan is a Specially Serviced Mortgage Loan (provided that the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan is then in default or default
with respect thereto is reasonably foreseeable), to purchase the Ritz-Carlton
Key Biscayne Pooled Mortgage Loan, in whole but not in part at the applicable
Purchase Price. Upon the delivery of the Class RCKB Purchase Notice to the
Master Servicer and Special Servicer, the Special Servicer shall, on behalf of
the Trust Fund, sell (and the Class RCKB Directing Certificateholder shall
purchase) the Ritz-Carlton Key Biscayne Pooled Mortgage Loan at the related
Purchase Price, on a date (the "Class RCKB Purchase Date") not less than five
(5) Business Days nor more than ten (10) Business Days after the date of the
related Class RCKB Purchase Notice, as shall be established by the Special
Servicer. In each case, the Purchase Price shall be calculated by the Special
Servicer, three (3) Business Days prior to the Class RCKB Purchase Date and
shall, absent manifest error, be binding upon the Class RCKB Directing
Certificateholder. Concurrently with the payment to the Trust of the related
Purchase Price, the Special Servicer shall direct the Trustee to execute at the
sole cost and expense of the Class RCKB Directing Certificateholder, in favor of
the Class RCKB Directing Certificateholder, assignment documentation which will
assign thereto the Ritz-Carlton Key Biscayne Pooled Mortgage Loan and the
related Mortgage Loan Documents, without recourse, representations or
warranties. The right of the Class RCKB Directing Certificateholder to purchase
the Ritz-Carlton Key Biscayne Pooled Mortgage Loan under clause (i) of the first
sentence of this paragraph shall automatically terminate upon the expiration of
the applicable Cure Period. The right of the Class RCKB Directing
Certificateholder to purchase the Ritz-Carlton Key Biscayne Pooled Mortgage Loan
under clause (ii) of the first sentence of this paragraph shall automatically
terminate upon (a) 10 Business Days after delivery of notification by


                                     -204-

<PAGE>

the Special Servicer to the Class RCKB Directing Certificateholder of the
Special Servicer's intention to sell the Ritz-Carlton Key Biscayne Pooled
Mortgage Loan pursuant to Section 3.18 (if it is a Specially Designated
Defaulted Pooled Mortgage Loan), (b) a foreclosure sale, sale by power of sale
or delivery of a deed in lieu of foreclosure with respect to the related
Mortgaged Property or (c) the Ritz-Carlton Key Biscayne Pooled Mortgage Loan
ceasing to be a Specially Serviced Mortgage Loan. Notwithstanding the foregoing,
the right of the Class RCKB Directing Certificateholder to purchase the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan under both clauses (i) and (ii)
of the first sentence of this paragraph shall automatically terminate upon any
purchase of such Mortgage Loan pursuant to Section 3.18.

          (d) The Master Servicer or the Special Servicer, as applicable, based
on their respective responsibilities, shall deliver to the Class GLC Directing
Certificateholder notice of any monetary or material non-monetary default with
respect to the Great Lakes Crossing Total Mortgage Loan promptly after a
Servicing Officer of the Master Servicer or the Special Servicer, as applicable,
becomes aware of such default. Upon receipt of such notice, the Class GLC
Directing Certificateholder shall have the right to cure defaults, which (in the
case of monetary defaults) shall include the obligation to reimburse any related
Advances and Advance Interest (each such cure, a "Cure Event") with respect to
the Great Lakes Crossing Total Mortgage Loan within five (5) Business Days of
receipt of notice with respect to a monetary default and within 30 days of
receipt of notice with respect to a material non-monetary default following the
date of such notice (such period, a "Cure Period" and, any payments made to
effect any such cure, "Cure Payments"); provided, however, that no single such
Cure Event shall continue for a period of more than 90 consecutive days (i.e.,
the related Borrower must itself have cured the subject default, including
through the reimbursement of any related Cure Payment, within 90 days after the
related Cure Event) or, in the case of monetary defaults, three consecutive
monthly payment dates under the related Mortgage Loan Documents nor continue for
120 days or, in the case of monetary defaults, four monthly payment dates under
the related Mortgage Loan Documents, in aggregate, in any 365-day period; and
provided, further, that the Class GLC Directing Certificateholder shall not have
any right to cure defaults with respect to the Great Lakes Crossing Total
Mortgage Loan after the Distribution Date that precedes by two years the Rated
Final Distribution Date. In the event that the Class GLC Directing
Certificateholder makes a Cure Payment to the Master Servicer in respect of the
Great Lakes Crossing Total Mortgage Loan, then the right of the Class GLC
Directing Certificateholder to reimbursement for such Cure Payment (including
the reimbursement of a previous Advance made by the Master Servicer, the Special
Servicer or the Trustee or any Advance Interest) shall be subordinate to the
payment of all other amounts due with respect to the Great Lakes Crossing Total
Mortgage Loan. Notwithstanding the foregoing, the making of a Cure Payment by
the Class GLC Directing Certificateholder with respect to the Great Lakes
Crossing Total Mortgage Loan shall not act as a waiver of any amounts due under
the related Mortgage Loan Documents by the related Borrower.

          The Master Servicer or the Special Servicer, as applicable, based on
their respective responsibilities, shall deliver to the Class RCKB Directing
Certificateholder notice of any monetary or material non-monetary default with
respect to the Ritz-Carlton Key Biscayne Pooled Mortgage Loan promptly after a
Servicing Officer of the Master Servicer or the Special Servicer, as applicable,
becomes aware of such default. Upon receipt of such notice, the Class RCKB
Directing Certificateholder shall have the right to cure defaults, which (in the
case of monetary defaults) shall include the obligation to reimburse any related
Advances and Advance Interest (each such cure, a "Cure Event") with respect to
the Ritz-Carlton Key Biscayne Pooled Mortgage Loan within five (5) Business Days
of receipt of notice with respect to a monetary default and within 30 days of
receipt of notice with respect to a non-monetary


                                     -205-

<PAGE>

default following the date of such notice (such period, a "Cure Period" and, any
payments made to effect any such cure, "Cure Payments"); provided, however, that
no single such Cure Event shall continue for a period of more than 90
consecutive days (i.e., the related Borrower must itself have cured the subject
default, including through the reimbursement of any related Cure Payment, within
90 days after the related Cure Event) or, in the case of monetary defaults,
three consecutive monthly payment dates under the related Mortgage Loan
Documents nor continue for 120 days or, in the case of monetary defaults, four
monthly payment dates under the related Mortgage Loan Documents, in aggregate,
in any 365-day period; and provided, further, that the Class RCKB Directing
Certificateholder shall not have any right to cure defaults with respect to the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan after the Distribution Date that
precedes by two years the Rated Final Distribution Date. In the event that the
Class RCKB Directing Certificateholder makes a Cure Payment to the Master
Servicer in respect of the Ritz-Carlton Key Biscayne Pooled Mortgage Loan, then
the right of the Class RCKB Directing Certificateholder to reimbursement for
such Cure Payment (including the reimbursement of a previous Advance made by the
Master Servicer or the Trustee or any Advance Interest) shall be subordinate to
the payment of all other amounts due with respect to the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan. Notwithstanding the foregoing, the making of a
Cure Payment by the Class RCKB Directing Certificateholder with respect to the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan shall not act as a waiver of any
amounts due under the related Mortgage Loan Documents by the related Borrower.

          (e) Any decisions made by the Master Servicer or Special Servicer, as
applicable, with respect to the Great Lakes Crossing Total Mortgage Loan or the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan, as the case may be, pursuant to
and in accordance with the Servicing Standard and the other provisions of this
Agreement, shall automatically be deemed to be reasonably exercised for purposes
of this Section 3.27 and this Agreement.

          (f) By its acceptance of a Certificate, each Certificateholder
confirms its understanding that: the Class GLC Directing Certificateholder and
the Class RCKB Directing Certificateholder may each take actions that favor the
interests of the Holders of the Class GLC Certificates and the Class RCKB
Certificates, respectively, over the interests of the Holders of other Classes
of Certificates and that the Class GLC Directing Certificateholder and the Class
RCKB Directing Certificateholder may each have special relationships and
interests that conflict with those of Holders of such other Classes of
Certificates; and, absent willful misfeasance, bad faith, negligence or
negligent disregard of obligations or duties on the part of the Class GLC
Directing Certificateholder or the Class RCKB Directing Certificateholder, as
applicable, each Certificateholder agrees to take no action against the Class
GLC Directing Certificateholder and the Class RCKB Directing Certificateholder
as a result of such a special relationship or conflict.

          (g) Prior to entering into any modification of the Great Lakes
Crossing Total Mortgage Loan that would materially affect the monetary terms of
the Great Lakes Crossing Total Mortgage Loan, the Master Servicer or Special
Servicer, as applicable, shall provide the holder of the Great Lakes Crossing
Companion Mortgage Loan with notice thereof and with all information that the
Master Servicer or Special Servicer, as applicable, considers material, but in
any case including a draft of the agreement, if any, that sets forth such
proposed modification. The holder of the Great Lakes Crossing Companion Mortgage
Loan shall have the right to purchase the Great Lakes Crossing Pooled Mortgage
Loan at a price equal to the Purchase Price therefor by delivering notice to the
Master Servicer or Special Servicer, within five (5) Business Days of receipt of
the materials described in the preceding sentence, that it intends to exercise
such purchase option (such purchase option to terminate at the end of


                                     -206-

<PAGE>

such 5-Business Day period or upon receipt of notice by the Master Servicer or
the Special Servicer, as the case may be, that the Great Lakes Crossing Pooled
Mortgage Loan will be sold pursuant to Section 3.27(b)). In the event that it
elects to exercise such purchase option, the holder of the Great Lakes Crossing
Companion Mortgage Loan shall deliver such Purchase Price (in respect of the
Great Lakes Crossing Pooled Mortgage Loan) to the Master Servicer within three
(3) Business Days of its exercise of such purchase option; and, upon its receipt
of such Purchase Price, the Master Servicer shall deposit the same in the
Collection Account and shall notify the Trustee of such purchase. The purchase
option granted under this paragraph shall be in addition to the purchase option
granted pursuant to Section 3.27(h) hereof

          (h) At any time that the Great Lakes Crossing Pooled Mortgage Loan is
a Specially Serviced Loan (provided that the Great Lakes Crossing Pooled
Mortgage Loan is then in default or default with respect thereto is reasonably
foreseeable) and after expiration of the applicable Cure Period without the
occurrence of a Cure Event on the part of the Class GLC Directing
Certificateholder, the holder of the Great Lakes Crossing Companion Mortgage
Loan shall have the right, by written notice to the Master Servicer and the
Special Servicer (a "GLCCML Purchase Notice") delivered at any time during the
45-day period commencing at the end of the applicable Cure Period, to purchase
the Great Lakes Crossing Pooled Mortgage Loan, in whole but not in part, at the
applicable Purchase Price. Upon the delivery of the GLCCML Purchase Notice to
the Master Servicer and the Special Servicer, the Special Servicer shall, on
behalf of the Trust Fund, sell (and the holder of the Great Lakes Crossing
Companion Mortgage Loan shall purchase) the Great Lakes Crossing Pooled Mortgage
Loan at the related Purchase Price, on a date (the "GLCCML Purchase Date") not
less than five (5) Business Days nor more than ten (10) Business Days after the
date of the related GLCCML Purchase Notice, as shall be established by the
Special Servicer. The Purchase Price shall be calculated by the Special
Servicer, three (3) Business Days prior to the GLCCML Purchase Date and shall,
absent manifest error, be binding upon the holder of the Great Lakes Crossing
Companion Mortgage Loan. Concurrently with the payment to the Trust of the
related Purchase Price, the Special Servicer shall direct the Trustee to execute
at the sole cost and expense of the holder of the Great Lakes Crossing Companion
Mortgage Loan in favor of the holder of the Great Lakes Crossing Companion
Mortgage Loan assignment documentation which will assign the Great Lakes
Crossing Pooled Mortgage Loan (and the related Mortgage Loan Documents) without
recourse, representations or warranties. The right of the holder of the Great
Lakes Crossing Companion Mortgage Loan to purchase the Great Lakes Crossing
Pooled Mortgage Loan shall automatically terminate upon (a) the expiration of
the 45-day period commencing at the end of the applicable Cure Period, (b) 10
Business Days after delivery of notification by the Special Servicer to the
holder of the Great Lakes Crossing Companion Mortgage Loan of the Special
Servicer's intention to sell the Great Lakes Crossing Pooled Mortgage Loan
pursuant to Section 3.18 (if it is a Specially Designated Defaulted Pooled
Mortgage Loan), (c) a foreclosure sale, sale by power of sale or delivery of a
deed in lieu of foreclosure with respect to the related Mortgaged Property or
(d) the Great Lakes Crossing Pooled Mortgage Loan ceasing to be a Specially
Serviced Mortgage Loan. Notwithstanding the foregoing, the right of the holder
of the Great Lakes Crossing Companion Mortgage Loan to purchase the Great Lakes
Crossing Pooled Mortgage Loan shall automatically terminate upon any purchase of
such Mortgage Loan pursuant to Section 3.18 or Section 3.27(c).

          (i) The Master Servicer and the Special Servicer each shall provide to
the holder of the Great Lakes Crossing Companion Mortgage Loan, with respect to
such Mortgage Loan or any related REO Property, the same reports, documents and
other information that the Master Servicer or the Special Servicer, as the case
may be, provides to the Trustee with respect to the Great Lakes Crossing


                                     -207-

<PAGE>

Pooled Mortgage Loan or any related REO Property, and on a concurrent basis. In
addition, the Trustee, the Master Servicer or the Special Servicer, as
applicable, shall, upon receipt of a written request, provide to the holder of
the Great Lakes Crossing Companion Mortgage Loan (at such holder's cost) all
other reports, documents and information that such holder may reasonably request
with respect to the Great Lakes Crossing Companion Mortgage Loan or any related
REO Property.

          (j) The rights of the holder of the Great Lakes Crossing Companion
Mortgage Loan under this Section 3.27 shall be assignable to a designee thereof;
provided that the parties hereto are provided with written notice by the
assignor of such assignment and the contact details (in a form substantially
similar to that set out in Section 11.05) of the assignee.


                                     -208-

<PAGE>

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

          SECTION 4.01. Distributions.

          (a) On each Distribution Date, the Trustee shall apply amounts on
deposit in the Distribution Account for the following purposes and in the
following order of priority, in each case to the extent of the remaining portion
of the Net Standard Available Distribution Amount for such Distribution Date:

          first, to make distributions of interest to the Holders of the Class
     A-1 Certificates, the Holders of the Class A-2 Certificates, the Holders of
     the Class A-3 Certificates, the Holders of the Class A-4 Certificates, the
     Holders of the Class A-SP Certificates and the Holders of the Class A-X
     Certificates, up to, and pro rata as among such Classes of
     Certificateholders based on, their respective Interest Distribution Amounts
     for such Distribution Date;

          second, to make distributions of principal to the Holders of the Class
     A-1 Certificates, the Holders of the Class A-2 Certificates, the Holders of
     the Class A-3 Certificates and/or the Holders of the Class A-4 Certificates
     as follows--

               (i) prior to the occurrence of the Final Distribution Date or any
     Senior Principal Distribution Cross-Over Date, sequentially in the
     following order:

                    (A) for so long as the Class A-1 Certificates are
               outstanding, to the Holders of the Class A-1 Certificates, up to
               the Principal Distribution Amount with respect to such Class of
               Certificates for the subject Distribution Date;

                    (B) for so long as the Class A-2 Certificates are
               outstanding after retirement of the Class A-1 Certificates, to
               the Holders of the Class A-2 Certificates, up to the Principal
               Distribution Amount with respect to such Class of Certificates
               for the subject Distribution Date;

                    (C) for so long as the Class A-3 Certificates are
               outstanding after retirement of the Class A-1 and Class A-2
               Certificates, to the Holders of the Class A-3 Certificates, up to
               the Principal Distribution Amount with respect to such Class of
               Certificates for the subject Distribution Date; and

                    (D) for so long as the Class A-4 Certificates are
               outstanding after retirement of the Class A-1, Class A-2 and
               Class A-3 Certificates, to the Holders of the Class A-4
               Certificates, up to the Principal Distribution Amount with
               respect to such Class of Certificates for the subject
               Distribution Date; and

               (ii) on and after the occurrence of any Senior Principal
     Distribution Cross-Over Date, and in any event on the Final Distribution
     Date, to the Holders of the Class A-1 Certificates, the Holders of the
     Class A-2 Certificates, the Holders of the Class A-3 Certificates and the
     Holders of the Class A-4 Certificates, up to, and pro rata as among such
     Classes of


                                     -209-

<PAGE>

     Certificateholders based on, their respective Principal Distribution
     Amounts for such Distribution Date; and

          third, to reimburse the Holders of the Class A-1 Certificates, the
     Holders of the Class A-2 Certificates, the Holders of the Class A-3
     Certificates and the Holders of the Class A-4 Certificates for any Unfunded
     Principal Balance Reductions previously incurred thereby, up to, and pro
     rata as among such Classes of Certificateholders based on, their respective
     Loss Reimbursement Amounts for such Distribution Date.

          Any distributions of interest made with respect to either Class of
Interest Only Certificates on any Distribution Date pursuant to clause first of
the prior paragraph of this Section 4.01(a) shall be deemed allocated among the
respective Components of such Class of Certificates on a pro rata basis in
accordance with the respective Interest Distribution Amounts of such Components
for such Distribution Date.

          (b) On each Distribution Date, following the distributions on the
Senior Certificates to be made on such date pursuant to Section 4.01(a), the
Trustee shall apply any amounts remaining on deposit in the Distribution Account
to make distributions to the Holders of the respective Classes of the
Subordinate Principal Balance Certificates (exclusive of the Class GLC and RCKB
Certificates), in the following order and, in the case of each such Class of
Subordinate Principal Balance Certificates, up to the lesser of (i) the total of
the Interest Distribution Amount, the Principal Distribution Amount and the Loss
Reimbursement Amount with respect to such Class of Certificates for such
Distribution Date and (ii) the remaining portion of the Net Standard Available
Distribution Amount for such Distribution Date: first, to the Holders of the
Class B Certificates; second, to the Holders of the Class C Certificates; third,
to the Holders of the Class D Certificates; fourth, to the Holders of the Class
E Certificates; fifth, to the Holders of the F Certificates; sixth, to the
Holders of the Class G Certificates; seventh, to the Holders of the Class H
Certificates; eighth, to the Holders of the Class J Certificates; ninth, to the
Holders of the Class K Certificates; tenth, to the Holders of the Class L
Certificates; eleventh, to the Holders of the Class M Certificates; twelfth, to
the Holders of the Class N Certificates; thirteenth, to the Holders of the Class
O Certificates; and, fourteenth, to the Holders of the Class P Certificates.

          On each Distribution Date, following the distributions on the other
REMIC III Regular Interest Certificates to be made on such date pursuant to
Section 4.01(a) and the first paragraph of this Section 4.01(b), the Trustee
shall withdraw from the Distribution Account and pay (i) to the Class GLC
Certificateholders, the Class GLC Standard Available Distribution Amount and
(ii) to the Class RCKB Certificateholders, the Class RCKB Standard Available
Distribution Amount.

          Amounts distributable to the Holders of any Class of Subordinate
Principal Balance Certificates on any Distribution Date pursuant to this Section
4.01(b) shall be applied:

          first, to make distributions of interest to the Holders of such Class
     of Certificates, up to their Interest Distribution Amount for such
     Distribution Date;

          second, to make distributions of principal to the Holders of such
     Class of Certificates, up to their Principal Distribution Amount for such
     Distribution Date; and


                                     -210-

<PAGE>

          third, to reimburse the Holders of such Class of Certificates for any
     Unfunded Principal Balance Reductions previously incurred thereby, up to
     their Loss Reimbursement Amount for such Distribution Date.

          (c) On each Distribution Date, following the distributions on the
REMIC III Regular Interest Certificates to be made on such date pursuant to
Sections 4.01(a) and 4.01(b), the Trustee shall withdraw any portion of the
Standard Available Distribution Amount for such Distribution Date then remaining
on deposit in the Distribution Account and shall distribute the full amount of
such remaining funds to the Holders of the Class R Certificates.

          (d) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account and apply, for the following purposes and in the following
order of priority, any amount then on deposit in the Distribution Account that
represents a Prepayment Premium or Yield Maintenance Charge collected with
respect to any Pooled Mortgage Loan or Pooled REO Loan during the related
Collection Period (exclusive, however, in the case of any Yield Maintenance
Charge received on (i) the Great Lakes Crossing Pooled Mortgage Loan or any
successor Pooled REO Loan with respect thereto or (ii) the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan or any successor Pooled REO Loan with respect
thereto, in each case of any portion thereof payable on the Class GLC
Certificates or the Class RCKB Certificates, as applicable):

          first, to make distributions of additional interest to the Holders of
     the respective Classes of the Yield Maintenance Certificates, up to, and
     pro rata as among such Classes of Certificateholders based on, their
     respective applicable Additional Yield Amounts; and

          second, to make distributions of additional interest to the Holders of
     the Class A-X Certificates, up to the remaining portion of such Prepayment
     Premium or Yield Maintenance Charge, as the case may be.

          If any Yield Maintenance Charge is received with respect to the Great
Lakes Crossing Pooled Mortgage Loan or any successor Pooled REO Loan with
respect thereto during any Collection Period then the Trustee shall withdraw
from the Distribution Account and distribute to the Holders of the Class GLC
Certificates, on the related Distribution Date, that portion of such Yield
Maintenance Charge equal to the product of: (i) the amount of such Yield
Maintenance Charge; multiplied by (ii) one minus a fraction (not greater than
one or less than zero), the numerator of which is 1/12 of the product of
5.18166137933% multiplied by the portion of the subject principal prepayment
included in the Net Total Principal Distribution Amount for the related
Distribution Date, and the denominator of which is 1/12 of the product of the
Net Mortgage Rate for the Great Lakes Crossing Pooled Mortgage Loan or the
related Pooled REO Loan, as the case may be, multiplied by the entire amount of
such subject principal prepayment.

          If any Yield Maintenance Charge is received with respect to the
Ritz-Carlton Key Biscayne Pooled Mortgage Loan or any successor Pooled REO Loan
with respect thereto during any Collection Period, then the Trustee shall
withdraw from the Distribution Account and distribute to the Holders of the
Class RCKB Certificates, on the related Distribution Date, that portion of such
Yield Maintenance Charge equal to the product of: (i) the amount of such Yield
Maintenance Charge; multiplied by (ii) a fraction (not greater than one or less
than zero), the numerator of which is the portion of the subject principal
prepayment included in the Class RCKB Principal Distribution Amount for the


                                     -211-

<PAGE>

related Distribution Date, and the denominator of which is the entire amount of
such subject principal prepayment.

          For purposes of determining the portion of any Prepayment Premium that
is distributable to the Holders of any Class of Yield Maintenance Certificates
on any Distribution Date, the applicable "Additional Yield Amount" shall be an
amount equal to the product of: (i) 25% of the amount of such Prepayment Premium
that is so distributable; multiplied by (ii) a fraction (not greater than one or
less than zero), the numerator of which is equal to the Principal Distribution
Amount with respect to such Class of Yield Maintenance Certificates for such
Distribution Date, and the denominator of which is equal to the Net Total
Principal Distribution Amount for such Distribution Date.

          For purposes of determining the portion of any Yield Maintenance
Charge that is distributable to the Holders of any Class of Yield Maintenance
Certificates on any Distribution Date, the applicable "Additional Yield Amount"
shall be an amount equal to the product of: (i) the amount of such Yield
Maintenance Charge (exclusive, however, in the case of any Yield Maintenance
Charge received on (1) the Great Lakes Crossing Pooled Mortgage Loan or any
successor Pooled REO Loan with respect thereto or (2) the Ritz-Carlton Key
Biscayne Pooled Mortgage Loan or any successor Pooled REO Loan with respect
thereto, of any portion thereof payable on the Class GLC Certificates or the
Class RCKB Certificates, as applicable); multiplied by (ii) a fraction (not
greater than one or less than zero), the numerator of which is equal to the
excess, if any, of (A) the Pass-Through Rate applicable to such Class of Yield
Maintenance Certificates for the corresponding Interest Accrual Period, over (B)
the relevant Discount Rate, and the denominator of which is equal to the excess,
if any, of (X) the Mortgage Rate for the Pooled Mortgage Loan or Pooled REO Loan
in respect of which such Yield Maintenance Charge was received, over (Y) the
relevant Discount Rate; multiplied by (iii) a fraction (not greater than one or
less than zero), the numerator of which is equal to the Principal Distribution
Amount with respect to such Class of Yield Maintenance Certificates for such
Distribution Date, and the denominator of which is equal to the Net Total
Principal Distribution Amount for such Distribution Date.

          For purposes of determining the portion of any Yield Maintenance
Charge that is distributable to the Holders of any Class of Yield Maintenance
Certificates on any Distribution Date, the relevant "Discount Rate" shall be the
same discount rate (exclusive of any applicable spread) used to calculate such
Yield Maintenance Charge, with such discount rate (exclusive of any applicable
spread) converted to a monthly equivalent rate (regardless of whether any
similar conversion occurred at the loan level). The relevant Discount Rate shall
be provided promptly by the Master Servicer to the Trustee.

          Any distributions of additional interest, in the form of Prepayment
Premiums and Yield Maintenance Charges, made with respect to the Class A-X
Certificates on any Distribution Date pursuant to this Section 4.01(d) shall be
allocated among the respective Components of such Class of Certificates on a pro
rata basis in accordance with the relative amounts by which their respective
Component Notional Amounts declined as a result of deemed distributions of
principal on the REMIC II Regular Interests on such Distribution Date pursuant
to Section 4.01(k) (or, if there were no such declines, then on a pro rata basis
in accordance with the relative sizes of their respective Component Notional
Amounts).


                                     -212-

<PAGE>

          (e) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account any amounts then on deposit in the Class V-1/2 Sub-Account
of the Distribution Account that represent Post-ARD Additional Interest
collected in respect of the Pooled ARD Mortgage Loans and/or any successor
Pooled REO Loans with respect thereto (other than the Great Lakes Crossing
Pooled Mortgage Loan or any successor Pooled REO Loan with respect thereto)
during the related Collection Period and shall distribute such amounts to the
Holders of the Class V-1 Certificates. On each Distribution Date, the Trustee
shall withdraw from the Distribution Account any amounts then on deposit in the
Class V-1/2 Sub-Account of the Distribution Account that represent Post-ARD
Additional Interest collected in respect of the Great Lakes Crossing Pooled
Mortgage Loan and/or any successor Pooled REO Loan with respect thereto during
the related Collection Period and shall distribute the Initial Great Lakes
Crossing Senior Percentage of such amounts to the Holders of the Class V-1
Certificates and the Initial Great Lakes Crossing Junior Percentage of such
amounts to the Holders of the Class V-2 Certificates.

          On each Distribution Date, the Trustee shall withdraw from the
Distribution Account any amounts then on deposit in the Class V-3/4 Sub-Account
of the Distribution Account that represent RCKB Extra Interest collected in
respect of the Ritz-Carlton Key Biscayne Pooled Mortgage Loan or any successor
Pooled REO Loan with respect thereto during the related Collection Period and
shall distribute the Initial Ritz-Carlton Key Biscayne Senior Percentage of such
amounts to the Holders of the Class V-3 Certificates and the Initial
Ritz-Carlton Key Biscayne Junior Percentage of such amounts to the Holders of
the Class V-4 Certificates.

          On each Distribution Date, the Trustee shall withdraw from the
Distribution Account any amounts then on deposit in the Class A-X/SPPML
Sub-Account of the Distribution Account that represent an Additional Sully Place
Yield Maintenance Amount collected during the related Collection Period in
connection with the repurchase of the Sully Place Pooled Mortgage Loan as a
result of an Early Defeasance with respect thereto and shall distribute such
amount to the Holders of the Class A-X Certificates.

          (f) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated pro rata among the Holders of such
Certificates based on their respective Percentage Interests. Except as otherwise
provided below, all such distributions made with respect to each Class of
Certificates on each Distribution Date shall be made to the Holders of such
Certificates of record at the close of business on the related Record Date and,
in the case of each such Holder, shall be made by wire transfer of immediately
available funds to the account thereof at a bank or other entity having
appropriate facilities therefor, if such Holder shall have provided the Trustee
with wiring instructions no later than the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), and otherwise shall be made by check mailed to the address
of such Holder as it appears in the Certificate Register. The final distribution
on each Certificate (determined, in the case of a Principal Balance Certificate,
without regard to any possible future reimbursement of any portion of a
previously incurred Unfunded Principal Balance Reduction allocable to such
Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution. Any distribution that is to be made with respect to a Principal
Balance Certificate in reimbursement of any portion of an Unfunded Principal
Balance Reduction allocable to such Certificate, which reimbursement is to occur
after the date on which such Certificate is surrendered as contemplated by the
preceding sentence, will be made by check


                                     -213-

<PAGE>

mailed to the Holder that surrendered such Certificate at the last address set
forth for such Holder in the Certificate Register or at any other address of
which the Trustee was subsequently notified in writing.

          (g) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depositary, as Holder thereof, and the Depositary shall be
responsible for crediting the amount of such distribution to the accounts of its
Depositary Participants in accordance with its normal procedures. Each
Depositary Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each such indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the parties hereto shall
have any responsibility therefor except as otherwise provided by this Agreement
or applicable law. The Trustee and the Depositor shall perform their respective
obligations under the Letters of Representations Among the Depositor, the
Trustee and the initial Depositary, relating to the Class A-SP, Class A-X, Class
A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
P, Class GLC and Class RCKB Certificates, copies of which Letters of
Representations are attached hereto as Exhibit P.

          (h) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund in respect of their Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates in respect of amounts previously distributed on
the Certificates in accordance with this Agreement.

          (i) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
will be made on the next Distribution Date (such final distribution to be
determined, in the case of a Class of Principal Balance Certificates, without
regard to any possible future reimbursement of any portion of a previously
incurred Unfunded Principal Balance Reduction in respect of such Class), the
Trustee shall, as promptly as possible (and, in any event, no later than three
Business Days) after the related Determination Date, mail to each Holder of such
Class of Certificates of record on such date a notice to the effect that:

               (i) the Trustee expects that the final distribution with respect
     to such Class of Certificates will be made on such Distribution Date but
     only upon presentation and surrender of such Certificates at the office of
     the Certificate Registrar or at such other location therein specified, and

               (ii) no interest shall accrue on such Certificates from and after
     the end of the Interest Accrual Period for such Distribution Date.

          Any funds not distributed to any Holder or Holders of Certificates of
such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and
credited to, and shall be held uninvested in trust in, the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to
which notice has been given pursuant to this Section 4.01(i) shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been


                                     -214-

<PAGE>

surrendered for cancellation, then the Trustee, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust pursuant to this paragraph. If any Certificates as to which notice
has been given pursuant to this Section 4.01(i), shall not have been surrendered
for cancellation by the second anniversary of the delivery of the second notice,
then, subject to applicable escheat laws, the Trustee shall distribute to the
Class R Certificateholders all unclaimed funds.

          (j) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from payments or advances of interest or original issue
discount to any Certificateholder pursuant to federal withholding requirements,
the Trustee shall indicate the amount withheld to such Certificateholder.

          (k) All distributions of current accrued interest made with respect to
each Class of Interest Only Certificates on each Distribution Date pursuant to
clause first of the first paragraph of Section 4.01(a), and allocable to any
particular Component of such Class of Certificates, shall be deemed to have
first been distributed from REMIC II to REMIC III on such Distribution Date as
current accrued interest with respect to such Component's Corresponding REMIC II
Regular Interest as part of such REMIC II Regular Interest's Interest
Distribution Amount for such Distribution Date. In addition, all distributions
of additional interest (in the form of Prepayment Premiums and Yield Maintenance
Charges) made with respect to the Class A-X Certificates on each Distribution
Date pursuant to Section 4.01(d), and allocable to any particular Component of
such Class of Certificates shall be deemed to have first been distributed from
REMIC II to REMIC III on such Distribution Date as additional interest (in the
form of Prepayment Premiums and Yield Maintenance Charges) with respect to such
Component's Corresponding REMIC II Regular Interest.

          All distributions made with respect to each Class of Principal Balance
Certificates on each Distribution Date pursuant to Section 4.01(a), Section
4.01(b) or Section 4.01(d) shall be deemed to have first been distributed from
REMIC II to REMIC III on such Distribution Date with respect to the
Corresponding REMIC II Regular Interest(s) for such Class of Certificates. In
each case, if such distribution on any such Class of Principal Balance
Certificates was a distribution of accrued interest (as part of the related
Interest Distribution Amount for the subject Distribution Date), of principal,
of additional interest (in the form of Prepayment Premiums and Yield Maintenance
Charges) or in reimbursement of any related Unfunded Principal Balance
Reductions with respect to such Class of Certificates, then the corresponding
distribution deemed to be made on the Corresponding REMIC II Regular Interest(s)
for such Class of Certificates pursuant to the preceding sentence shall be
deemed also to be a distribution of accrued interest (as part of the Interest
Distribution Amount(s) for such REMIC II Regular Interest(s) for the subject
Distribution Date), of principal, of additional interest (in the form of
Prepayment Premiums and Yield Maintenance Charges) or in reimbursement of any
related Unfunded Principal Balance Reductions with respect to such REMIC II
Regular Interest(s).


                                     -215-

<PAGE>

          Each Class of Class A-P&I Certificates shall have two or more
Corresponding REMIC II Regular Interests, and each other Class of Principal
Balance Certificates shall have one Corresponding REMIC II Regular Interest.

          Deemed distributions of accrued interest made on REMIC II Regular
Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular Interest
A-1-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with their respective Interest Distribution Amounts for
the subject Distribution Date. Deemed distributions of principal made on REMIC
II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular
Interest A-1-3 shall be allocated first to REMIC II Regular Interest A-1-1,
until its Uncertificated Principal Balance is reduced to zero, second to REMIC
II Regular Interest A-1-2, until its Uncertificated Principal Balance is reduced
to zero, and then to REMIC II Regular Interest A-1-3. Deemed distributions of
additional interest (in the form of Prepayment Premiums and Yield Maintenance
Charges) made on REMIC II Regular Interest A-1-1, REMIC II Regular Interest
A-1-2 and REMIC II Regular Interest A-1-3 shall be allocated entirely to REMIC
II Regular Interest A-1-1, for so long as its Uncertificated Principal Balance
is greater than zero, and then to REMIC II Regular Interest A-1-2, for so long
as its Uncertificated Principal Balance thereafter is greater than zero, and
then to REMIC II Regular Interest A-1-3. Deemed distributions in reimbursement
of Unfunded Principal Balance Reductions made on REMIC II Regular Interest
A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular Interest A-1-3 shall
be allocated among those three REMIC II Regular Interests on a pro rata basis in
accordance with their respective Loss Reimbursement Amounts for the subject
Distribution Date.

          Deemed distributions of accrued interest made on REMIC II Regular
Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest
A-2-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with their respective Interest Distribution Amounts for
the subject Distribution Date. Deemed distributions of principal made on REMIC
II Regular Interest A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular
Interest A-2-3 shall be allocated first to REMIC II Regular Interest A-2-1,
until its Uncertificated Principal Balance is reduced to zero, second to REMIC
II Regular Interest A-2-2, until its Uncertificated Principal Balance is reduced
to zero, and then to REMIC II Regular Interest A-2-3. Deemed distributions of
additional interest (in the form of Prepayment Premiums and Yield Maintenance
Charges) made on REMIC II Regular Interest A-2-1, REMIC II Regular Interest
A-2-2 and REMIC II Regular Interest A-2-3 shall be allocated entirely to REMIC
II Regular Interest A-2-1, for so long as its Uncertificated Principal Balance
is greater than zero, and then to REMIC II Regular Interest A-2-2, for so long
as its Uncertificated Principal Balance thereafter is greater than zero, and
then to REMIC II Regular Interest A-2-3. Deemed distributions in reimbursement
of Unfunded Principal Balance Reductions made on REMIC II Regular Interest
A-2-1, REMIC II Regular Interest A-2-2 and REMIC II Regular Interest A-2-3 shall
be allocated among those three REMIC II Regular Interests on a pro rata basis in
accordance with their respective Loss Reimbursement Amounts for the subject
Distribution Date.

          Deemed distributions of accrued interest made on REMIC II Regular
Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II Regular Interest
A-3-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with their respective Interest Distribution Amounts for
the subject Distribution Date. Deemed distributions of principal made on REMIC
II Regular Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II Regular
Interest A-3-3 shall be allocated first to REMIC II Regular Interest A-3-1,
until its Uncertificated Principal Balance is reduced to zero, second to REMIC
II Regular Interest A-3-2, until its Uncertificated Principal Balance


                                      -216-

<PAGE>

is reduced to zero, and then to REMIC II Regular Interest A-3-3. Deemed
distributions of additional interest (in the form of Prepayment Premiums and
Yield Maintenance Charges) made on REMIC II Regular Interest A-3-1, REMIC II
Regular Interest A-3-2 and REMIC II Regular Interest A-3-3 shall be allocated
entirely to REMIC II Regular Interest A-3-1, for so long as its Uncertificated
Principal Balance is greater than zero, and then to REMIC II Regular Interest
A-3-2, for so long as its Uncertificated Principal Balance thereafter is greater
than zero, and then to REMIC II Regular Interest A-3-3. Deemed distributions in
reimbursement of Unfunded Principal Balance Reductions made on REMIC II Regular
Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II Regular Interest
A-3-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with their respective Loss Reimbursement Amounts for
the subject Distribution Date.

          Deemed distributions of accrued interest made on REMIC II Regular
Interest A-4-1 and REMIC II Regular Interest A-4-2 shall be allocated between
those two REMIC II Regular Interests on a pro rata basis in accordance with
their respective Interest Distribution Amounts for the subject Distribution
Date. Deemed distributions of principal made on REMIC II Regular Interest A-4-1
and REMIC II Regular Interest A-4-2 shall be allocated first to REMIC II Regular
Interest A-4-1, until its Uncertificated Principal Balance is reduced to zero,
and then to REMIC II Regular Interest A-4-2. Deemed distributions of additional
interest (in the form of Prepayment Premiums and Yield Maintenance Charges) made
on REMIC II Regular Interest A-4-1 and REMIC II Regular Interest A-4-2 shall be
allocated entirely to REMIC II Regular Interest A-4-1, for so long as its
Uncertificated Principal Balance is greater than zero, and then to REMIC II
Regular Interest A-4-2. Deemed distributions in reimbursement of Unfunded
Principal Balance Reductions made on REMIC II Regular Interest A-4-1 and REMIC
II Regular Interest A-4-2 shall be allocated between those two REMIC II Regular
Interests on a pro rata basis in accordance with their respective Loss
Reimbursement Amounts for the subject Distribution Date.

          The actual distributions made by the Trustee on each Distribution Date
with respect to the Certificates pursuant to Section 4.01(a), Section 4.01(b),
Section 4.01(c) (to the extent such distributions relate to the REMIC III
Residual Interest) or Section 4.01(d), as applicable, shall be deemed to have
been so made from the amounts deemed distributed with respect to the REMIC II
Regular Interests on such Distribution Date pursuant to this Section 4.01(k).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(k), except for the reimbursement of Cure
Payments, actual distributions of funds from the Distribution Account shall be
made only in accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c),
Section 4.01(d) or Section 4.01(e), as applicable.

          (l) On each Distribution Date, immediately prior to making any actual
distributions on the Certificates pursuant to Section 4.01(a), Section 4.01(b)
or Section 4.01(c), or the corresponding deemed distributions on the REMIC II
Regular Interests pursuant to Section 4.01(k), the Trustee shall be deemed to
have made (or, in the case of clause seventh below, shall actually make) out of
that portion of the Standard Available Distribution Amount for such Distribution
Date that is attributable to the Great Lakes Crossing Pooled Mortgage Loan or
any related REO Property, the following distributions to REMIC II and, solely in
the case of clause seventh below, the Class GLC Directing Certificateholder, in
the following order of priority, in each case to the extent of the remaining
portion of the Standard Available Distribution Amount for such Distribution Date
that is attributable to the Great Lakes Crossing Pooled Mortgage Loan or any
related REO Property:


                                     -217-

<PAGE>

          first, distributions to REMIC II of accrued interest with respect to
     REMIC I Regular Interest GLC-1, up to its Interest Distribution Amount for
     such Distribution Date;

          second, distributions to REMIC II of principal with respect to REMIC I
     Regular Interest GLC-1, up to the lesser of (i) the Uncertificated
     Principal Balance of REMIC I Regular Interest GLC-1 immediately prior to
     such Distribution Date and (ii) either (A) if no Great Lakes Crossing
     Payment Trigger Event has occurred and is continuing and if such
     Distribution Date is not the Final Distribution Date, the product of (1) a
     fraction, the numerator of which is the Uncertificated Principal Balance of
     REMIC I Regular Interest GLC-1 immediately prior to such Distribution Date,
     and the denominator of which is (x) the aggregate Uncertificated Principal
     Balance of REMIC I Regular Interest GLC-1 and REMIC I Regular Interest
     GLC-2 immediately prior to such Distribution Date, multiplied by (2) the
     portion of the Total Principal Distribution Amount for such Distribution
     Date allocable to the Great Lakes Crossing Pooled Mortgage Loan or any
     successor Pooled REO Loan with respect thereto, or (B) if a Great Lakes
     Crossing Payment Trigger Event has occurred and is continuing or if such
     Distribution Date is the Final Distribution Date, the entire portion of the
     Total Principal Distribution Amount for such Distribution Date allocable to
     the Great Lakes Crossing Pooled Mortgage Loan or any successor Pooled REO
     Loan with respect thereto;

          third, reimbursements to REMIC II of Unfunded Principal Balance
     Reductions with respect to REMIC I Regular Interest GLC-1, up to its Loss
     Reimbursement Amount for such Distribution Date;

          fourth, distributions to REMIC II of accrued interest with respect to
     REMIC I Regular Interest GLC-2, up to its Interest Distribution Amount for
     such Distribution Date;

          fifth, distributions to REMIC II of principal with respect to REMIC I
     Regular Interest GLC-2, up to the lesser of (i) the Uncertificated
     Principal Balance of REMIC I Regular Interest GLC-2 immediately prior to
     such Distribution Date and (ii) the excess, if any, of (A) the entire
     portion of the Total Principal Distribution Amount for such Distribution
     Date allocable to the Great Lakes Crossing Pooled Mortgage Loan or any
     successor Pooled REO Loan with respect thereto over (B) the amount of
     principal deemed distributed to REMIC II with respect to REMIC I Regular
     Interest GLC-1 on such Distribution Date pursuant to clause second above;

          sixth, reimbursements to REMIC II of Unfunded Principal Balance
     Reductions with respect to REMIC I Regular Interest GLC-2 up to its Loss
     Reimbursement Amount for such Distribution Date; and

          seventh, reimbursements to the Class GLC Directing Certificateholder
     of any outstanding Cure Payments made by the Class GLC Directing
     Certificateholder pursuant to Section 3.27.

          On each Distribution Date, immediately prior to making any actual
distributions on the Certificates pursuant to Section 4.01(a), Section 4.01(b)
or Section 4.01(c), or the corresponding deemed distributions on the REMIC II
Regular Interests pursuant to Section 4.01(k), the Trustee shall be deemed to
have made (or, in the case of clause seventh below, shall actually make) out of
that portion of the Standard Available Distribution Amount for such Distribution
Date that is attributable to the Ritz-Carlton Key Biscayne Pooled Mortgage Loan
or any related REO Property, the following distributions to REMIC II and, solely
in the case of clause seventh below, the Class RCKB Directing


                                     -218-

<PAGE>

Certificateholder, in the following order of priority, in each case to the
extent of the remaining portion of the Standard Available Distribution Amount
for such Distribution Date that is attributable to the Ritz-Carlton Key Biscayne
Pooled Mortgage Loan or any related REO Property:

          first, distributions to REMIC II of accrued interest with respect to
     REMIC I Regular Interest RCKB-1, up to its Interest Distribution Amount for
     such Distribution Date;

          second, distributions to REMIC II of principal with respect to REMIC I
     Regular Interest RCKB-1, up to the lesser of (i) the Uncertificated
     Principal Balance of REMIC I Regular Interest RCKB-1 immediately prior to
     such Distribution Date and (ii) either (A) if no Ritz-Carlton Key Biscayne
     Payment Trigger Event has occurred and is continuing and if such
     Distribution Date is not the Final Distribution Date, the product of (1) a
     fraction, the numerator of which is the Uncertificated Principal Balance of
     REMIC I Regular Interest RCKB-1 immediately prior to such Distribution
     Date, and the denominator of which is (x) the aggregate Uncertificated
     Principal Balance of REMIC I Regular Interest RCKB-1 and REMIC I Regular
     Interest RCKB-2 immediately prior to such Distribution Date, multiplied by
     (2) the portion of the Total Principal Distribution Amount for such
     Distribution Date allocable to the Ritz-Carlton Key Biscayne Pooled
     Mortgage Loan or any successor Pooled REO Loan with respect thereto, or (B)
     if a Ritz-Carlton Key Biscayne Payment Trigger Event has occurred and is
     continuing or if such Distribution Date is the Final Distribution Date, the
     entire portion of the Total Principal Distribution Amount for such
     Distribution Date allocable to the Ritz-Carlton Key Biscayne Pooled
     Mortgage Loan or any successor Pooled REO Loan with respect thereto;

          third, reimbursements to REMIC II of Unfunded Principal Balance
     Reductions with respect to REMIC I Regular Interest RCKB-1, up to its Loss
     Reimbursement Amount for such Distribution Date;

          fourth, distributions to REMIC II of accrued interest with respect to
     REMIC I Regular Interest RCKB-2, up to its Interest Distribution Amount for
     such Distribution Date;

          fifth, distributions to REMIC II of principal with respect to REMIC I
     Regular Interest RCKB-2, up to the lesser of (i) the Uncertificated
     Principal Balance of REMIC I Regular Interest RCKB-2, immediately prior to
     such Distribution Date and (ii) the excess, if any, of (A) the entire
     portion of the Total Principal Distribution Amount for such Distribution
     Date allocable to the Ritz-Carlton Key Biscayne Pooled Mortgage Loan or any
     successor Pooled REO Loan with respect thereto over (B) the amount of
     principal deemed distributed to REMIC II with respect to REMIC I Regular
     Interest RCKB-1 on such Distribution Date pursuant to clause second above;

          sixth, reimbursements to REMIC II of Unfunded Principal Balance
     Reductions with respect to REMIC I Regular Interest RCKB-2 up to its Loss
     Reimbursement Amount for such Distribution Date; and

          seventh, reimbursements to the Class RCKB Directing Certificateholder
     of any outstanding Cure Payments made by the Class RCKB Directing
     Certificateholder pursuant to Section 3.27.

          On each Distribution Date, immediately prior to making any actual
distributions on the Certificates pursuant to Section 4.01(a), Section 4.01(b)
or Section 4.01(c), or the corresponding deemed


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distributions on the REMIC II Regular Interests pursuant to Section 4.01(k), the
Trustee shall be deemed to have made out of the Standard Available Distribution
Amount for such Distribution Date, the following distributions to REMIC II in
the following order of priority, in each case to the extent of the remaining
portion of such Standard Available Distribution Amount (exclusive of any portion
thereof deemed distributed with respect to REMIC I Regular Interest GLC-1, REMIC
I Regular Interest GLC-2, REMIC I Regular Interest RCKB-1 and/or REMIC I Regular
Interest RCKB-2, or actually distributed to the Class GLC Directing
Certificateholder and/or the Class RCKB Directing Certificateholder, all
pursuant to the two preceding paragraphs):

          first, distributions of accrued interest with respect to all of the
     REMIC I Regular Interests (other than REMIC I Regular Interest GLC-1, REMIC
     I Regular Interest GLC-2, REMIC I Regular Interest RCKB-1 and REMIC I
     Regular Interest RCKB-2), up to, and pro rata as among such REMIC I Regular
     Interests based on, their respective Interest Distribution Amounts for such
     Distribution Date;

          second, distributions of principal with respect to all of the REMIC I
     Regular Interests (other than REMIC I Regular Interest GLC-1, REMIC I
     Regular Interest GLC-2, REMIC I Regular Interest RCKB-1 and REMIC I Regular
     Interest RCKB-2), up to, and pro rata as among such REMIC I Regular
     Interests based on, their respective Principal Distribution Amounts for
     such Distribution Date; and

          third, reimbursements of Unfunded Principal Balance Reductions with
     respect to all of the REMIC I Regular Interests (other than REMIC I Regular
     Interest GLC-1, REMIC I Regular Interest GLC-2, REMIC I Regular Interest
     RCKB-1 and REMIC I Regular Interest RCKB-2), including any such REMIC I
     Regular Interests whose Uncertificated Principal Balances have previously
     been reduced to zero, up to, and pro rata as among such REMIC I Regular
     Interests based on, their respective Loss Reimbursement Amounts for such
     Distribution Date.

          In addition, on each Distribution Date, immediately prior to making
any actual distributions on the REMIC III Regular Interest Certificates pursuant
to Section 4.01(d), or the corresponding deemed distributions on the REMIC II
Regular Interests pursuant to Section 4.01(k), the Trustee shall be deemed to
have distributed to REMIC II each Prepayment Premium and Yield Maintenance
Charge then on deposit in the Distribution Account that was received by or on
behalf of the Trust with respect to any Pooled Mortgage Loan or Pooled REO Loan
during or prior to the related Collection Period, such distribution to be deemed
made with respect to the REMIC I Regular Interest that relate(s) to such Pooled
Mortgage Loan or Pooled REO Loan, as the case may be. Any Yield Maintenance
Charge so deemed distributed either (i) on REMIC I Regular Interest GLC-1 and
REMIC I Regular Interest GLC-2 or (ii) on REMIC I Regular Interest RCKB-1 and
REMIC I Regular Interest RCKB-2, in either case on any Distribution Date, shall
be allocated between such two REMIC I Regular Interests on a pro rata basis in
accordance with the respective amounts of principal deemed distributed with
respect to such two REMIC I Regular Interests on such Distribution Date.

          The distributions deemed made by the Trustee on each Distribution Date
with respect to the REMIC II Regular Interests pursuant to Section 4.01(k), as
well as the distributions actually made by the Trustee on each Distribution Date
with respect to the Certificates pursuant to Section 4.01(a), Section 4.01(b),
Section 4.01(c) (to the extent such distributions relate to the REMIC II
Residual Interest or the REMIC III Residual Interest) or Section 4.01(d), shall
be deemed to have been so made from the


                                     -220-

<PAGE>

amounts deemed distributed with respect to the REMIC I Regular Interests on such
Distribution Date pursuant to this Section 4.01(l). Notwithstanding the deemed
distributions on the REMIC I Regular Interests described in this Section
4.01(l), except for the reimbursement of Cure Payments, actual distributions of
funds from the Distribution Account shall be made only in accordance with
Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section
4.01(e), as applicable.

          (m) On each Distribution Date, immediately prior to making any actual
distributions on the Certificates pursuant to Section 4.01(a), Section 4.01(b)
or Section 4.01(c), or the corresponding deemed distributions on the REMIC II
Regular Interests pursuant to Section 4.01(k) or the REMIC I Regular Interest
pursuant to Section 4.01(l), the Trustee shall be deemed to have made out of
that portion of the Standard Available Distribution Amount for such Distribution
Date that is attributable to each Exhibit B-5 Mortgage Loan, any Replacement
Pooled Mortgage Loan substituted for that Exhibit B-5 Mortgage Loan or any
related REO Property with respect to the foregoing, the following distributions
to REMIC I, in the following order of priority, in each case to the extent of
the remaining portion of the Standard Available Distribution Amount for such
Distribution Date that is attributable to that Exhibit B-5 Mortgage Loan, any
Replacement Pooled Mortgage Loan substituted for that Exhibit B-5 Mortgage Loan
or any related REO Property:

          first, distributions of interest with respect to the related Loan
     REMIC Regular Interest, up to its Interest Distribution Amount for such
     Distribution Date;

          second, distributions of principal with respect to the related Loan
     REMIC Regular Interest, up to the lesser of (i) the Uncertificated
     Principal Balance of the Loan REMIC Regular Interest immediately prior to
     such Distribution Date and (ii) the entire portion of the Total Principal
     Distribution Amount for such Distribution Date allocable to that Exhibit
     B-5 Mortgage Loan, any Replacement Pooled Mortgage Loan substituted for
     that Exhibit B-5 Mortgage Loan or any successor Pooled REO Loan with
     respect to the foregoing; and

          third, reimbursements of Unfunded Principal Balance Reductions with
     respect to the related Loan REMIC Regular Interest, up to its Loss
     Reimbursement Amount for such Distribution Date.

          In addition, on each Distribution Date, immediately prior to making
any actual distributions on the REMIC III Regular Interest Certificates pursuant
to Section 4.01(d) or the corresponding deemed distributions on the REMIC II
Regular Interests pursuant to Section 4.01(k) or the REMIC I Regular Interests
pursuant to Section 4.01(l), the Trustee shall be deemed to have distributed to
REMIC I each Prepayment Premium and Yield Maintenance Charge then on deposit in
the Distribution Account that was received by or on behalf of the Trust with
respect to each Exhibit B-5 Mortgage Loan, any Replacement Pooled Mortgage Loan
substituted for that Exhibit B-5 Mortgage Loan or any successor Pooled REO Loan
with respect to the foregoing during or prior to the related Collection Period.

          The distributions deemed made by the Trustee on each Distribution Date
with respect to the REMIC II Regular Interests pursuant to Section 4.01(k) and
the REMIC I Regular Interests pursuant to Section 4.01(l), as well as the
distributions actually made by the Trustee on each Distribution Date with
respect to the Certificates pursuant to Section 4.01(a), Section 4.01(b),
Section 4.01(c) (to the extent such distributions relate to the REMIC I Residual
Interest, the REMIC II Residual Interest or the REMIC III Residual Interest) or
Section 4.01(d) shall be deemed to have been so made, in part, from the


                                     -221-

<PAGE>

amounts deemed distributed with respect to the Loan REMIC Regular Interests on
such Distribution Date pursuant to this Section 4.01(m). Notwithstanding the
deemed distributions on the Loan REMIC Regular Interests described in this
Section 4.01(m), except for the reimbursement of Cure Payments, actual
distributions of funds from the Distribution Account shall be made only in
accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c), Section
4.01(d), or Section 4.01(e) as applicable.

          SECTION 4.02. Statements to Certificateholders; Certain Other Reports.

          (a) Based solely on information provided to the Trustee by the Master
Servicer pursuant to Sections 3.12 and 4.02(b), the Trustee shall prepare (or
cause to be prepared) and, on each Distribution Date, provide or make available
electronically (or, upon request, by first class mail) to the Privileged Persons
a statement substantially in the form of, and containing the information set
forth in, Exhibit E-1 hereto (the "Trustee Report"), detailing the distributions
on such Distribution Date and the performance, both in the aggregate and
individually to the extent available, of the Pooled Mortgage Loans and the
Mortgaged Properties; provided that the Trustee need not deliver to any
Privileged Person any Trustee Report that has been made available to such Person
via the Trustee's internet website as provided below; and provided, further,
that the Trustee has no affirmative obligation to discover the identities of
Certificate Owners and need only react to Persons claiming to be Certificate
Owners in accordance with Section 5.06; and provided, further, that during any
period that reports are required to be filed with the Commission with respect to
the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the
Trustee Report shall be deemed to have agreed to keep confidential the
information therein until such Trustee Report is filed with the Commission, and
the Trustee Report (or, if presented via the Trustee's internet website, such
internet website) shall bear a legend to such effect.

          On each Distribution Date, the Trustee shall provide or make available
electronically (or, upon request, by first class mail) to each Privileged
Person, at the same time that the Trustee Report is delivered or otherwise made
available thereto, each file and report comprising the CMSA Investor Reporting
Package, to the extent received by the Trustee since the prior Distribution Date
(or, in the case of the initial Distribution Date, since the Closing Date), and
any other information that the Depositor may request; provided that during any
period that reports are required to be filed with the Commission with respect to
the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of such
files and reports shall be deemed to have agreed to keep confidential the
information in any such file or report until such particular file or report is
filed with the Commission, and each such file and report (or, if presented via
the Trustee's internet website, such internet website) shall bear a legend to
such effect.

          The Trustee shall have no obligation to provide the information or
reports described in this Section 4.02(a) until it has received the requisite
information or reports from the Master Servicer provided for herein, and the
Trustee shall not be in default hereunder due to a delay in providing the
Certificateholder Reports caused by the Master Servicer's or Special Servicer's
failure to timely deliver any information or reports hereunder. None of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Borrower,
each other or a third party, and accepted by it in good faith, that is included
in any reports, statements, materials or information prepared or provided by the
Master Servicer, the Special Servicer or the Trustee, as applicable. None of the
Trustee, the Master Servicer or the Special Servicer shall have any obligation
to verify the accuracy or completeness of any information provided by a
Borrower, a third party or each other (unless the provider and the recipient of
such information are the same Person or Affiliates).


                                     -222-

<PAGE>

          The Trustee shall make available each month, to any interested party,
via the Trustee's internet website, in a downloadable format, the Trustee
Report, Unrestricted Servicer Reports, CMSA Bond Level File, CMSA Collateral
Summary File and any other information that the Depositor may request; provided
that, unless (i) the particular report or information has been filed with the
Commission pursuant to Section 8.14 or (ii) the Depositor has notified the
Trustee that CSFB LLC has sold the Non-Registered Certificates to unaffiliated
third parties, access to such reports and information on the Trustee's internet
website will be protected to the same extent, and limited to the same Persons,
as the Restricted Servicer Reports. The Trustee shall make the Restricted
Servicer Reports available each month, via the Trustee's internet website only,
to any Privileged Persons upon receipt by the Trustee from such Person of a
certification substantially in the form of Exhibit K-1 or Exhibit K-2, as
applicable; provided, however, that the Trustee shall provide access to such
reports to each party hereto, the Controlling Class Representative, Column,
KeyBank, each Underwriter and each Rating Agency without requiring such
certification. In addition, the Trustee is hereby directed and authorized to
make available, as a convenience to interested parties (and not in furtherance
of the distribution of the Prospectus or the Prospectus Supplement under the
securities laws), this Agreement, the Prospectus and the Prospectus Supplement
via the Trustee's internet website. The Trustee will make no representations or
warranties as to the accuracy or completeness of such documents and will assume
no responsibility therefor.

          The Trustee's internet website shall be located at
"www.ctslink.com/cmbs" or at such other address as shall be specified by the
Trustee from time to time in the Trustee Report and in one or more written
notices delivered to the other parties hereto, the Controlling Class
Representative (if any), the Certificateholders and the Rating Agencies. The
Trustee makes no representations or warranties as to the accuracy or
completeness of any report, document or other information made available on its
internet website and assumes no responsibility therefor. In addition, the
Trustee may disclaim responsibility for any information distributed by the
Trustee for which it is not the original source. In connection with providing
access to the Trustee's internet website, the Trustee may require registration
and the acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance herewith. Questions regarding the
Trustee's internet website can be directed to the Trustee's CMBS customer
service desk at (301) 815-6600 or such other number as the Trustee may
hereinafter specify.

          During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, access to information regarding the Trust on the Trustee's internet website
will be conditioned to the party attempting to gain such access electronically
agreeing to keep confidential any such information that has not been filed with
the Commission.

          The Trustee shall be entitled to rely on but shall not be responsible
for the content or accuracy of any information provided by third parties for
purposes of preparing the Trustee Report and may affix thereto any disclaimer it
deems appropriate in its reasonable discretion (without suggesting liability on
the part of any other party hereto).

          (b) Within a reasonable period of time after the end of each calendar
year, the Trustee shall prepare, or cause to be prepared, and mail to each
Person who at any time during the calendar year


                                     -223-

<PAGE>

was a Certificateholder (i) a statement containing the aggregate information set
forth on page 2 of Exhibit E-1 hereto for such calendar year or applicable
portion thereof during which such person was a Certificateholder and (ii) such
other customary information as the Trustee deems necessary or desirable for
Certificateholders to prepare their federal, state and local income tax returns,
including the amount of original issue discount accrued on the Certificates, if
applicable. The obligations of the Trustee in the immediately preceding sentence
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code. As soon as practicable following the request of any
Certificateholder in writing, the Trustee shall furnish to such
Certificateholder such information regarding the Pooled Mortgage Loans and the
Mortgaged Properties as such Certificateholder may reasonably request and, as
has been furnished to, or may otherwise be in the possession of, the Trustee.
The Master Servicer and the Special Servicer shall promptly provide to the
Depositor and the Trustee such information regarding the Mortgage Loans and the
Mortgaged Properties as such party may reasonably request and that has been
furnished to, or may otherwise be in the possession of, the Master Servicer or
the Special Servicer, as the case may be.

          SECTION 4.03. P&I Advances.

          (a) On or before 1:00 p.m., New York City time, on each P&I Advance
Date, the Master Servicer shall, subject Section 4.03(c), either (i) remit from
its own funds to the Trustee for deposit into the Distribution Account an amount
equal to the aggregate amount of P&I Advances, if any, to be made by the Master
Servicer in respect of the Mortgage Pool for the related Distribution Date, (ii)
apply amounts held in the Collection Account for future distribution to
Certificateholders in subsequent months in discharge of any such obligation to
make such P&I Advances, or (iii) make P&I Advances in the form of any
combination of (i) and (ii) aggregating the total amount of such P&I Advances to
be made by the Master Servicer. Any amounts held in the Collection Account for
future distribution and so used to make P&I Advances in respect of the Mortgage
Pool shall be appropriately reflected in the Master Servicer's records and
replaced by the Master Servicer by deposit in the Collection Account prior to
the next succeeding Master Servicer Remittance Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent
principal and interest in respect of which such P&I Advances were made). If, as
of 3:30 p.m., New York City time, on any P&I Advance Date, the Master Servicer
shall not have made any P&I Advance in respect of the Mortgage Pool required to
be made by it on such date pursuant to this Section 4.03(a) (and shall not have
delivered to the Trustee the Officer's Certificate and other documentation
related to a determination of nonrecoverability of a P&I Advance pursuant to
Section 4.03(c)) or shall not have remitted any portion of the Master Servicer
Remittance Amount required to be remitted by the Master Servicer on such date,
then the Trustee shall provide notice of such failure to the Master Servicer by
facsimile transmission as soon as possible, but in any event before 4:30 p.m.,
New York City time, on such P&I Advance Date. If after such notice the Trustee
does not receive the full amount of such P&I Advances in respect of the Mortgage
Pool by 6:00 p.m., New York City time, on such P&I Advance Date, then the
Trustee shall (not later than 11:00 a.m., New York City time, on the related
Distribution Date) make, and if the Trustee fails to do so, any Fiscal Agent
shall (not later than 12:00 noon, New York City time, on the related
Distribution Date) make, the portion of such P&I Advances in respect of the
Mortgage Pool that was required to be, but was not, made or remitted, as the
case may be, by the Master Servicer with respect to the related Distribution
Date.

          On or before 2:00 p.m., New York City time, on each P&I Advance Date,
the Master Servicer shall, subject to Section 4.03(c) and Section 4.03(d), remit
from its own funds to the holder of


                                     -224-

<PAGE>

the Great Lakes Crossing Companion Mortgage Loan an amount equal to any P&I
Advance to be made in respect of the Great Lakes Crossing Companion Mortgage
Loan or any Companion REO Loan with respect thereto for such P&I Advance Date.

          (b) The aggregate amount of P&I Advances to be made by the Master
Servicer in respect of any Distribution Date (or, in the case of the Great Lakes
Crossing Companion Mortgage Loan or any successor Companion REO Loan with
respect thereto, in respect of any P&I Advance Date), subject to Section 4.03(c)
and Section 4.03(d) below, shall equal the aggregate of all Monthly Payments
(other than Balloon Payments) and any Assumed Monthly Payments, in each case net
of any related Master Servicing Fees and Work-out Fees, due or deemed due, as
the case may be, in respect of the Pooled Mortgage Loans (including Pooled
Balloon Mortgage Loans delinquent as to their respective Balloon Payments), the
Great Lakes Crossing Companion Mortgage Loan and any successor REO Loans with
respect to the foregoing Mortgage Loans on their respective Due Dates during the
related Collection Period, in each case to the extent such amount was not paid
by or on behalf of the related Borrower or otherwise collected by or on behalf
of the Trust as of the close of business on the related Determination Date;
provided that, if an Appraisal Reduction Amount exists with respect to any
Required Appraisal Loan, then the interest portion of any P&I Advance required
to be made in respect of such Required Appraisal Loan for the related
Distribution Date shall be reduced (it being herein acknowledged that there
shall be no reduction in the principal portion of such P&I Advance) to equal the
product of (i) the amount of the interest portion of such P&I Advance that would
otherwise be required to be made in respect of such Required Appraisal Loan for
such Distribution Date without regard to this proviso, multiplied by (ii) a
fraction, expressed as a percentage, the numerator of which shall equal the
Stated Principal Balance of such Required Appraisal Loan immediately prior to
such Distribution Date, net of the related Appraisal Reduction Amount, and the
denominator of which shall equal the Stated Principal Balance of such Required
Appraisal Loan immediately prior to such Distribution Date.

          (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable,
that it has made (or, in the case of a determination made by the Special
Servicer, that the Master Servicer has made) a Nonrecoverable P&I Advance or
that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer's Certificate delivered (i) to the
Trustee and the Depositor, in the case of the Master Servicer, (ii) to the
Master Servicer and the Trustee, in the case of the Special Servicer, (iii) to
the Depositor and the Master Servicer, in the case of the Trustee or any Fiscal
Agent, and (iv) in each case, to the Controlling Class Representative, the Class
RCKB Directing Certificateholder (if the Ritz-Carlton Key Biscayne Pooled
Mortgage Loan or any related Pooled REO Loan is involved), and the Class GLC
Directing Certificateholder and the holder of the Great Lakes Crossing Companion
Mortgage Loan (if the Great Lakes Crossing Total Mortgage Loan or any related
Pooled REO Loan is involved), and setting forth such determination of
nonrecoverability and the considerations of the Master Servicer, the Special
Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall include but shall not be limited to information, to the extent
available, such as related income and expense statements, rent rolls, occupancy
status, property inspections, and shall include an Appraisal (provided that if
an Appraisal has been obtained within the past 12 months, no new Appraisal is
required) of the related Mortgaged Property, the cost of which Appraisal shall
be advanced by the Master Servicer as a Servicing Advance). Such Officer's
Certificate shall be accompanied by the Appraisal and all other supporting
documentation relevant to the subject parties' nonrecoverability determination.
The Trustee


                                     -225-

<PAGE>

and any Fiscal Agent shall be entitled to conclusively rely on the Master
Servicer's determination that a P&I Advance is nonrecoverable. The Master
Servicer, the Trustee and any Fiscal Agent shall be entitled to conclusively
rely on the Special Servicer's determination that a P&I Advance is
nonrecoverable.

          (d) Notwithstanding anything herein to the contrary, no P&I Advance in
respect of the Great Lakes Crossing Companion Mortgage Loan shall be required to
be made hereunder (i) at any time, by the Trustee or any Fiscal Agent, or (ii)
prior to the securitization of the Great Lakes Crossing Companion Mortgage Loan
as contemplated by the Great Lakes Crossing Intercreditor Agreement (the "Great
Lakes Crossing Companion Mortgage Loan Securitization"), by the Master Servicer;
provided, however, that prior to the Great Lakes Crossing Companion Mortgage
Loan Securitization, the Master Servicer may make P&I Advances in respect of the
Great Lakes Crossing Companion Mortgage Loan upon request of the holder of the
Great Lakes Crossing Companion Mortgage Loan, in which case any P&I Advances not
ultimately recoverable from amounts received in respect of the Great Lakes
Crossing Companion Mortgage Loan will be reimbursed to the Master Servicer by
the holder of the Great Lakes Crossing Companion Mortgage Loan.

          (e) The Master Servicer, the Trustee and any Fiscal Agent shall each
be entitled to receive interest at the Reimbursement Rate in effect from time to
time, accrued on the amount of each P&I Advance made thereby (with its own
funds), for so long as such P&I Advance is outstanding (or, if such P&I Advance
was made prior to the end of any grace period applicable to the subject
delinquent Monthly Payment, for so long as such P&I Advance is outstanding
following the end of such grace period). Such interest with respect to any P&I
Advance shall be payable: (i) first, in accordance with Sections 3.05 and 3.26,
out of any Default Charges subsequently collected on the particular Mortgage
Loan or REO Loan as to which such P&I Advance relates; and (ii) then, after such
P&I Advance is reimbursed, but only if and to the extent that such Default
Charges are insufficient to cover such Advance Interest, subject to the last
three sentences of this Section 4.03(e), out of general collections on the
Pooled Mortgage Loans and REO Properties on deposit in the Collection Account.
The Master Servicer shall reimburse itself, the Trustee or any Fiscal Agent, as
applicable, for any outstanding P&I Advance made thereby as soon as practicable
after funds available for such purpose are deposited in the Collection Account
or, in the case of a P&I Advance made with respect to a Pooled A-Note Mortgage
Loan or any successor Pooled REO Loan with respect thereto, in an A/B Mortgage
Loan Pair Custodial Account or, in the case of a P&I Advance made with respect
to the Great Lakes Crossing Pooled Mortgage Loan, the Great Lakes Crossing
Companion Mortgage Loan or any successor REO Loan with respect to either of the
foregoing Mortgage Loans, in the GLCTML Custodial Account, and in no event shall
interest accrue in accordance with this Section 4.03(e) on any P&I Advance as to
which the corresponding Late Collection was received by or on behalf of the
Trust as of the related P&I Advance Date. The Master Servicer shall not be
entitled to Advance Interest on any particular P&I Advance made thereby to the
extent a payment that covers such P&I Advance is received but is being held by
or on behalf of the Master Servicer in suspense. In addition, notwithstanding
the foregoing provisions of this Section 4.03(e), Advance Interest earned on any
Advances made with respect to either Mortgage Loan of an A/B Mortgage Loan Pair
or with respect to any REO Property related to an A/B Mortgage Loan Pair shall
be payable out of the related A/B Mortgage Loan Pair Custodial Account, to the
maximum extent permitted by the related A/B Intercreditor Agreement, before
being paid out of general collections on the Mortgage Pool on deposit in the
Collection Account. Further, notwithstanding the foregoing provisions of this
Section 4.03(e), Advance Interest earned on any Advances made with respect to
the Great Lakes Crossing Pooled Mortgage Loan or the Great Lakes Crossing
Companion Mortgage Loan or with respect to any REO Property related to the Great
Lakes Crossing Total Mortgage


                                     -226-

<PAGE>

Loan shall be payable out of the related GLCTML Custodial Account, to the
maximum extent permitted by the related Great Lakes Crossing Intercreditor
Agreement, before Advance Interest earned on any Advances made with respect to
the Great Lakes Crossing Pooled Mortgage Loan is paid out of general collections
on the Mortgage Pool on deposit in the Collection Account; provided, however,
that no amount of Advance Interest earned on any Advances made with respect to
the Great Lakes Crossing Companion Mortgage Loan or any successor Companion REO
Loan with respect thereto shall be paid out of general collections on the
Mortgage Pool on deposit in the Collection Account, as such Advance Interest
shall only be paid, if at all, out of amounts received in the GLCTML Custodial
Account in respect of the Great Lakes Crossing Companion Mortgage Loan.
Notwithstanding any other provisions herein to the contrary, the Master
Servicer, the Trustee and any Fiscal Agent shall only be entitled to
reimbursement for any outstanding P&I Advance (and interest thereon) made in
respect of the Great Lakes Crossing Companion Mortgage Loan or any successor
Companion REO Loan with respect thereto out of amounts received on that Mortgage
Loan and no amounts out of the Collection Account shall be used for such
reimbursement.

          SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
                        Expenses.

          (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates
(exclusive of the Class GLC and Class RCKB Certificates), exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Pool (net of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interest GLC-2 and REMIC I
Regular Interest RCKB-2) that will be outstanding immediately following such
Distribution Date. If such excess does exist, then the Class Principal Balances
of the Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H,
Class G, Class F, Class E, Class D, Class C and Class B Certificates shall be
reduced sequentially, in that order, until such excess is reduced to zero;
provided that, no such Class of Certificates shall have its Class Principal
Balance reduced unless and until the Class Principal Balance of each other Class
of Certificates, if any, listed in front of it has been reduced to zero; and
provided, further, that if after the foregoing reductions, the amount described
in clause (i) of the preceding sentence still exceeds the amount described in
clause (ii) of such sentence, then the respective Class Principal Balances of
the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates shall be reduced
on a pro rata basis in accordance with the relative sizes of such Class
Principal Balances, until any such remaining excess is reduced to zero. On each
Distribution Date, following the distributions to Certificateholders to be made
on such date pursuant to Section 4.01, the Class Principal Balance of the Class
RCKB Certificates shall be reduced to the extent necessary (if at all) to equal
the Uncertificated Principal Balance of REMIC I Regular Interest RCKB-2 that
will be outstanding immediately following such Distribution Date. On each
Distribution Date, following the distributing to Certificateholders to be made
on such date pursuant to Section 4.01, the Class Principal Balance of the Class
GLC Certificates shall be reduced to the extent necessary (if at all) to equal
the Uncertificated Principal Balance of REMIC I Regular Interest GLC-2 that will
be outstanding immediately following such Distribution Date. All such reductions
in the Class Principal Balances of the respective Classes of the Principal
Balance Certificates shall constitute allocations of Realized Losses and
Additional Trust Fund Expenses.

          (b) Any and all allocations of Realized Losses and Additional Trust
Fund Expenses to any particular Class of Principal Balance Certificates on any
Distribution Date, in accordance with


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Section 4.04(a), thereby resulting in an unfunded reduction in the Class
Principal Balance of such Class of Principal Balance Certificates, shall be
deemed to have first been allocated to the Corresponding REMIC II Regular
Interest(s) in respect of such Class of Principal Balance Certificates with a
resulting unfunded reduction in the Uncertificated Principal Balance(s) of such
REMIC II Regular Interest(s) that is equal to the aforementioned unfunded
reduction in the Class Principal Balance of such Class of Principal Balance
Certificates. In the case of any Class of Class A-P&I Certificates, which have
multiple Corresponding REMIC II Regular Interests, such reductions in the
respective Uncertificated Principal Balances of such Corresponding REMIC II
Regular Interests shall be made in numerical order of the last digit in the
respective alphanumeric designations of such Corresponding REMIC II Regular
Interests (for example, A-1-1, A-1-2 and A-1-3, in that order); provided that
(i) in no event shall the Uncertificated Principal Balance of REMIC II Regular
Interest A-1-3 be so reduced at all until the Uncertificated Principal Balances
of REMIC II Regular Interest A-1-1 and REMIC II Regular Interest A-1-2 have been
reduced to zero, and in no event shall the Uncertificated Principal Balance of
REMIC II Regular Interest A-1-2 be so reduced at all until the Uncertificated
Principal Balance of REMIC II Regular Interest A-1-1 has been reduced to zero,
(ii) in no event shall the Uncertificated Principal Balance of REMIC II Regular
Interest A-2-3 be so reduced at all until the Uncertificated Principal Balances
of REMIC II Regular Interest A-2-1 and REMIC II Regular Interest A-2-2 have been
reduced to zero, and in no event shall the Uncertificated Principal Balance of
REMIC II Regular Interest A-2-2 be so reduced at all until the Uncertificated
Principal Balance of REMIC II Regular Interest A-2-1 has been reduced to zero,
(iii) in no event shall the Uncertificated Principal Balance of REMIC II Regular
Interest A-3-3 be so reduced at all until the Uncertificated Principal Balances
of REMIC II Regular Interest A-3-1 and REMIC II Regular Interest A-3-2 have been
reduced to zero, and in no event shall the Uncertificated Principal Balance of
REMIC II Regular Interest A-3-2 be so reduced at all until the Uncertificated
Principal Balance of REMIC II Regular Interest A-3-1 has been reduced to zero,
and (iv) in no event shall the Uncertificated Principal Balance of REMIC II
Regular Interest A-4-2 be so reduced at all until the Uncertificated Principal
Balance of REMIC II Regular Interest A-4-1 has been reduced to zero.

          (c) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(l),
the Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced to the extent
necessary (if at all) to equal the Stated Principal Balance of the related
Pooled Mortgage Loan or Pooled REO Loan, as the case may be (or, if applicable
in cases involving the substitution of multiple Replacement Pooled Mortgage
Loans, the aggregate Stated Principal Balance of each and every related Pooled
Mortgage Loan and/or Pooled REO Loan, as the case may be), that will be
outstanding immediately following such Distribution Date; provided that the
Uncertificated Principal Balance of REMIC I Regular Interest RCKB-2 (after
taking account of such deemed distributions pursuant to Section 4.01(l)) shall
be reduced to the extent necessary (if at all) to equal the excess, if any, of
(i) the Stated Principal Balance of the Ritz-Carlton Key Biscayne Pooled
Mortgage Loan or any successor Pooled REO Loan with respect thereto that will be
outstanding immediately following such Distribution Date, over (ii) the
Uncertificated Principal Balance of REMIC I Regular Interest RCKB-1 (after
taking account of such deemed distributions pursuant to Section 4.01(l)); and
provided further, that the Uncertificated Principal Balance of REMIC I Regular
Interest GLC-2 (after taking account of such deemed distributions pursuant to
Section 4.01(l) shall be reduced to the extent necessary (if at all) to equal
the excess, if any, of (i) the Stated Principal Balance of the Great Lakes
Crossing Pooled Mortgage Loan or any successor Pooled REO Loan with respect
thereto that will be outstanding immediately following such Distribution Date,
over (ii) the Uncertificated Principal Balance of REMIC


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<PAGE>

I Regular Interest GLC-1 (after taking account of such deemed distributions
pursuant to Section 4.01(l)). All such reductions in the Uncertificated
Principal Balances of the respective REMIC I Regular Interests shall be deemed
to constitute allocations of Realized Losses and Additional Trust Fund Expenses.

          (d) On each Distribution Date, following the deemed distributions to
be made in respect of each Loan REMIC Regular Interest pursuant to Section
4.01(m), the Uncertificated Principal Balance of the Loan REMIC Regular Interest
(after taking account of such deemed distributions) shall be reduced to the
extent necessary (if at all) to equal the Stated Principal Balance of the
related Exhibit B-5 Mortgage Loan, any Replacement Pooled Mortgage Loan(s)
substituted for that Exhibit B-5 Mortgage Loan and/or any successor Pooled REO
Loan(s) with respect to the foregoing. All such reductions in the Uncertificated
Principal Balances of any Loan REMIC Regular Interest shall be deemed to
constitute allocations of Realized Losses and Additional Trust Fund Expenses.

          SECTION 4.05. Calculations.

          Provided that the Trustee receives the necessary information from the
Master Servicer and/or the Special Servicer, the Trustee shall be responsible
for performing all calculations necessary in connection with the actual and
deemed distributions to be made pursuant to Section 4.01, the preparation of the
Trustee Reports pursuant to Section 4.02(a) and the actual and deemed
allocations of Realized Losses and Additional Trust Fund Expenses to be made
pursuant to Section 4.04. The Trustee shall calculate the Standard Available
Distribution Amount for each Distribution Date and shall allocate such amount
among Certificateholders in accordance with this Agreement. Absent actual
knowledge of an error therein, the Trustee shall have no obligation to
recompute, recalculate or otherwise verify any information provided to it by the
Master Servicer. The calculations by the Trustee contemplated by this Section
4.05 shall, in the absence of manifest error, be presumptively deemed to be
correct for all purposes hereunder.


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<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

          SECTION 5.01. The Certificates.

          (a) The Certificates shall consist of 27 Classes with the following
respective alphabetic or alphanumeric Class designations: "A-X", "A-SP", "A-1",
"A-2", "A-3", "A-4", "B", "C", "D", "E", "F", "G", "H", "J", "K", "L", "M", "N",
"O", "P", "GLC", "RCKB", "R", "V-1", "V-2", "V-3" and "V-4", respectively. Any
reference in any other section or subsection of this Agreement to any
Certificate or Certificates preceded by a Class designation shall be to a
Certificate or Certificates of the Class so designated in this Section 5.01(a).

          (b) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-5; provided, however, that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Class A-X, Class A-SP, Class
A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
P, Class GLC and Class RCKB Certificates initially shall (and, at the option of
the Depositor, following the Closing Date, all or a portion of any other Class
of Certificates may) be held and transferred through the book-entry facilities
of the Depositary. The Class A-X, Class A-SP, Class A-1, Class A-2, Class A-3,
Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class GLC and Class
RCKB Certificates will be issuable only in denominations corresponding to
initial Certificate Principal Balances (or, in the case of the Interest Only
Certificates, initial Certificate Notional Amounts) as of the Closing Date of
not less than $10,000 and any whole dollar denomination in excess thereof. The
other REMIC III Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances as of the
Closing Date of not less than $100,000 and any whole dollar denomination in
excess thereof. The Class R, Class V-1, Class V-2, Class V-3 and Class V-4
Certificates will be issuable only in denominations representing Percentage
Interests in the related Class of not less than 10.0%.

          (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatory of the Trustee shall
be entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence,


                                     -230-

<PAGE>

that such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

          SECTION 5.02. Registration of Transfer and Exchange of Certificates.

          (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar
(located as of the Closing Date at Wells Fargo Center, Sixth and Marquette
Avenue, MAC# N9303-121, Minneapolis, Minnesota 55479-0113) may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
hereby initially appointed (and hereby agrees to act in accordance with the
terms hereof) as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Trustee may appoint, by a written instrument delivered to the other parties
hereto, any other bank or trust company to act as Certificate Registrar under
such conditions as the Trustee may prescribe; provided that the Trustee shall
not be relieved of any of its duties or responsibilities hereunder as
Certificate Registrar by reason of such appointment. If the Trustee resigns or
is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its predecessor's duties as Certificate Registrar. The
Depositor, the Master Servicer and the Special Servicer shall have the right to
inspect the Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Certificate Registrar
as to the information set forth in the Certificate Register.

          If three or more Certificateholders make a written request to the
Trustee, and such request states that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication that such requesting Certificateholders propose to transmit, then
the Trustee shall, within 30 days after the receipt of such request, afford (or
cause any other Certificate Registrar to afford) the requesting
Certificateholders access during normal business hours to, or deliver to the
requesting Certificateholders a copy of, the most recent list of
Certificateholders held by the Certificate Registrar (which list shall be
current as of a date no earlier than 30 days prior to the Trustee's receipt of
such request). Every Certificateholder, by receiving such access, acknowledges
that neither the Certificate Registrar nor the Trustee will be held accountable
in any way by reason of the disclosure of any information as to the names and
addresses of any Certificateholder regardless of the source from which such
information was derived.

          (b) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a transfer of any Non-Registered Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Non-Registered Certificate by
the Depositor or an Affiliate of the Depositor or, in the case of a Global
Certificate, any transfer of such Certificate to a successor Depositary or, in
the case of a Definitive Certificate issued with respect to a Global
Certificate, any transfer of such Certificate to the applicable Certificate
Owner in accordance with Section 5.03(c)), then the Certificate Registrar shall
refuse to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either:


                                     -231-

<PAGE>

(i) a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached hereto as Exhibit F-1A; or (ii) a certificate
from the Certificateholder desiring to effect such transfer substantially in the
form attached hereto as Exhibit F-1B and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
hereto either as Exhibit F-2A or as Exhibit F-2B; or (iii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, any Fiscal Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

          Each Global Certificate shall be deposited with the Trustee as
custodian for the Depositary and registered in the name of Cede & Co. as nominee
of the Depositary.

          If a transfer of an interest in any Rule 144A Global Certificate is to
be made without registration under the Securities Act (other than in connection
with the initial issuance of the Certificates or a transfer of an interest in
such Rule 144A Global Certificate by the Depositor or an Affiliate of the
Depositor), then (except as provided in the next succeeding paragraph or in the
penultimate paragraph of this Section 5.02(b)) the Certificate Owner desiring to
effect such transfer shall require from its prospective Transferee: (i) a
certificate substantially in the form attached as Exhibit F-2C hereto; or (ii)
an Opinion of Counsel to the effect that the prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act. Except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b), any interest in a Rule
144A Global Certificate shall not be transferred to any Person other than a
Qualified Institutional Buyer that takes delivery in the form of an interest in
such Rule 144A Global Certificate. If any Transferee of an interest in a Rule
144A Global Certificate does not, in connection with the subject transfer,
deliver to the Transferor the Opinion of Counsel or the certification described
in the second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that all the certifications set forth in Exhibit F-2C
hereto are, with respect to the subject transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate with respect to the Class A-X, Class A-SP, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
GLC or Class RCKB Certificates may be transferred (without delivery of any
certificate or Opinion of Counsel described in clauses (i) and (ii) of the first
sentence of the preceding paragraph) to any Person who takes delivery in the
form of a beneficial interest in the Regulation S Global Certificate for the
same Class as such Rule 144A Global Certificate upon delivery to the Certificate
Registrar and the Trustee of (i) a certificate from the Certificate Owner
desiring to effect such transfer substantially in the form attached hereto as
Exhibit F-1D and a certificate from such Certificate Owner's prospective
Transferee substantially in the form attached hereto as Exhibit F-2D and (ii)
such written orders and instructions as are required under the applicable
procedures of the Depositary, Clearstream and/or Euroclear to direct the Trustee
to debit the account of a Depositary Participant by a denomination of interests
in such Rule 144A Global Certificate, and credit the account of a Depositary
Participant by a denomination of interests in such Regulation S Global
Certificate, that is equal to the denomination of beneficial interests in the
Class A-X, Class A-SP, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class GLC or Class RCKB Certificates to be
transferred. Upon delivery to the Trustee of such certifications and such orders


                                     -232-

<PAGE>

and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depositary, shall reduce the denomination of the Rule 144A
Global Certificate with respect to the Class A-X, Class A-SP, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
GLC or Class RCKB Certificates, and increase the denomination of the Regulation
S Global Certificate for such Class, by the denomination of the beneficial
interest in such Class specified in such orders and instructions.

          Except as provided in the next succeeding paragraph or in the
penultimate paragraph of this Section 5.02(b), beneficial interests in any
Regulation S Global Certificate shall not be transferred to any Person other
than a non-United States Securities Person that takes delivery in the form of a
beneficial interest in such Regulation S Global Certificate, and the Certificate
Owner desiring to effect such transfer shall be required to obtain from such
prospective Transferee a certification substantially in the form attached hereto
as Exhibit F-2D. On or prior to the Release Date, beneficial interests in any
Regulation S Global Certificate may be held only through Euroclear or
Clearstream.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate with respect to the Class A-X, Class A-SP, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
P, Class GLC or Class RCKB Certificates may be transferred (without delivery of
any certificate described in the first sentence of the preceding paragraph) to
any Person who takes delivery in the form of a beneficial interest in the Rule
144A Global Certificate for the same Class as such Regulation S Global
Certificate upon delivery to the Certificate Registrar and the Trustee of (i) a
certificate from the Certificate Owner desiring to effect such transfer
substantially in the form attached hereto as Exhibit F-1C and a certificate from
such Certificate Owner's prospective Transferee substantially in the form
attached hereto as Exhibit F-2C and (ii) such written orders and instructions as
are required under the applicable procedures of the Depositary, Clearstream
and/or Euroclear to direct the Trustee to debit the account of a Depositary
Participant by a denomination of interests in such Regulation S Global
Certificate, and credit the account of a Depositary Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the Class A-X, Class A-SP, Class E,
Class F, Class G, Class H, Class J, Class K or Class L, Class M, Class N, Class
O, Class P, Class GLC or Class RCKB Certificates to be transferred. Upon
delivery to the Trustee of such certifications and such orders and instructions,
the Trustee, subject to and in accordance with the applicable procedures of the
Depositary, shall reduce the denomination of the Regulation S Global Certificate
with respect to the Class A-X, Class A-SP, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class GLC or Class RCKB
Certificates, and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

          Notwithstanding the foregoing, any interest in a Global Certificate
with respect to the Class A-X, Class A-SP, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class GLC or Class RCKB
Certificates may be transferred by any Certificate Owner holding such interest
to any Institutional Accredited Investor (other than a Qualified Institutional
Buyer) who takes delivery in the form of a Definitive Certificate of the same
Class as such Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) such certifications and/or opinions as are contemplated by
the second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depositary,
Clearstream and/or Euroclear to direct the Trustee to debit the account of a
Depositary Participant by the denomination of the transferred interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the


                                     -233-

<PAGE>

certifications and/or opinions contemplated by the second paragraph of this
Section 5.02(b), the Trustee, subject to and in accordance with the applicable
procedures of the Depositary, shall reduce the denomination of the subject
Global Certificate, and cause a Definitive Certificate of the same Class as such
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Global Certificate, to be executed, authenticated and
delivered in accordance with this Agreement to the applicable Transferee.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer, sale, pledge or other disposition of any Non-Registered Certificate or
interest therein shall, and does hereby agree to, indemnify the Depositor, CSFB
LLC, the Trustee, any Fiscal Agent, the Master Servicer, the Special Servicer
and the Certificate Registrar against any liability that may result if such
transfer, sale, pledge or other disposition is not exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

          (c) No transfer of any Certificate or interest therein shall be made
to any Plan or to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the
imposition of an excise tax under Section 4975 of the Code.

          Except in connection with the initial issuance of the Certificates or
any transfer of a Non-Registered Certificate by the Depositor or an Affiliate of
the Depositor or, in the case of a Global Certificate, any transfer of such
Certificate to a successor Depositary or, in the case of a Definitive
Certificate issued with respect to a Global Certificate, any transfer of such
Certificate to the applicable Certificate Owner in accordance with Section
5.03(c), the Certificate Registrar shall refuse to register the transfer of a
Non-Registered Certificate unless it has received from the prospective
Transferee any of the following: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) a certification to the
effect that the purchase and continued holding of such Certificate by such
prospective Transferee is exempt from the prohibited transaction provisions of
Section 406 and 407 of ERISA and Section 4975 of the Code by reason of Sections
I and III of Prohibited Transaction Class Exemption 95-60; or (iii) in the case
of a Non-Registered Certificate (other than a Class R, Class V-1, Class V-2,
Class V-3 or Class V-4 Certificate) that is rated investment grade by at least
one of the Rating Agencies and is being acquired by or on behalf of a Plan in
reliance on the Underwriter Exemption, a certification to the effect that such
Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act, (Y) is not sponsored (within the meaning of Section
3(16)(B) of ERISA) by the Trustee, any Exemption-Favored Party, the Depositor,
Column, KeyBank, the Master Servicer, the Special Servicer, any Sub-Servicer or
any Borrower with respect to Pooled Mortgage Loans constituting more than 5% of
the aggregate unamortized principal balance of all the Pooled Mortgage Loans
determined as of the Closing Date, or by any Affiliate of such Person, and (Z)
agrees that it will obtain from each of its Transferees a written representation
that such Transferee, if a Plan, satisfies the requirements of the immediately
preceding clauses (iii)(X) and


                                     -234-

<PAGE>

(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee, the
Certificate Registrar or the Trust) which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. It is hereby
acknowledged that the form of certification attached hereto as Exhibit G-1 is
acceptable for purposes of the preceding sentence.

          Except in connection with the initial issuance of the Certificates or
any transfer of an interest in a Book-Entry Non-Registered Certificate by the
Depositor or an Affiliate of the Depositor, the Certificate Owner desiring to
effect a transfer of an interest in a Book-Entry Non-Registered Certificate
shall obtain from its prospective Transferee one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such interest in such Certificate on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) if such Certificate is not a Class R, Class V-1, Class V-2, Class V-3 or
Class V-4 Certificate, a certification to the effect that the purchase and
continued holding of an interest in such Certificate by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections 406
and 407 of ERISA and Section 4975 of the Code by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if such Certificate is
not a Class R, Class V-1, Class V-2, Class V-3 or Class V-4 Certificate, if such
Certificate is rated investment grade by at least one of the Rating Agencies and
if the interest in such Certificate is being acquired by or on behalf of a Plan
in reliance on the Underwriter Exemption, a certification to the effect that
such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of
Section 3(16)(B) of ERISA) by the Trustee, the Depositor, Column, KeyBank, the
Master Servicer, the Special Servicer, any Sub-Servicer or any Borrower with
respect to Pooled Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of all the Pooled Mortgage Loans determined as of
the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it
will obtain from each of its Transferees a written representation that such
Transferee, if a Plan, satisfies the requirements of the immediately preceding
clauses (iii)(X) and (iii)(Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) a certification of
facts and an Opinion of Counsel to the effect that such transfer will not result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
result in the imposition of an excise tax under Section 4975 of the Code. It is
hereby acknowledged that the form of certification attached hereto as Exhibit
G-2 is acceptable for purposes of the preceding sentence.

          Each Transferee of any Registered Certificate or interest therein or
of an interest in any Book-Entry Non-Registered Certificate shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and continued holding of such Certificate or interest
therein by such Transferee is exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA and Section 4975 of the Code.

          (d) (i) Each Person who has or acquires any Ownership Interest in a
     Class R Certificate shall be deemed by the acceptance or acquisition of
     such Ownership Interest to have agreed to be bound by the following
     provisions and to have irrevocably authorized the Trustee


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<PAGE>

     under clause (d)(ii) below to deliver payments to a Person other than such
     Person and, further, to negotiate the terms of any mandatory disposition
     and to execute all instruments of Transfer and do all other things
     necessary in connection with any such disposition. The rights of each
     Person acquiring any Ownership Interest in a Class R Certificate are
     expressly subject to the following provisions:

               (A) Each Person holding or acquiring any Ownership Interest in a
          Class R Certificate shall be a Permitted Transferee and shall promptly
          notify the Trustee of any change or impending change in its status as
          a Permitted Transferee.

               (B) In connection with any proposed Transfer of any Ownership
          Interest in a Class R Certificate, the Certificate Registrar shall
          require delivery to it, and shall not register the Transfer of any
          Class R Certificate until its receipt, of an affidavit and agreement
          substantially in the form attached hereto as Exhibit H-1 (a "Transfer
          Affidavit and Agreement"), from the proposed Transferee, representing
          and warranting, among other things, that such Transferee is a
          Permitted Transferee, that it is not acquiring its Ownership Interest
          in the Class R Certificate that is the subject of the proposed
          Transfer as a nominee, trustee or agent for any Person that is not a
          Permitted Transferee, that for so long as it retains its Ownership
          Interest in a Class R Certificate it will endeavor to remain a
          Permitted Transferee, and that it has reviewed the provisions of this
          Section 5.02(d) and agrees to be bound by them.

               (C) Notwithstanding the delivery of a Transfer Affidavit and
          Agreement by a proposed Transferee under clause (B) above, if a
          Responsible Officer of either the Trustee or the Certificate Registrar
          has actual knowledge that the proposed Transferee is not a Permitted
          Transferee, no Transfer of an Ownership Interest in a Class R
          Certificate to such proposed Transferee shall be effected.

               (D) Each Person holding or acquiring any Ownership Interest in a
          Class R Certificate shall agree (1) to require a Transfer Affidavit
          and Agreement from any prospective Transferee to whom such Person
          attempts to transfer its Ownership Interest in such Class R
          Certificate and (2) not to transfer its Ownership Interest in such
          Class R Certificate unless it provides to the Certificate Registrar
          and the Trustee a certificate substantially in the form attached
          hereto as Exhibit H-2 stating that, among other things, it has no
          actual knowledge that such prospective Transferee is not a Permitted
          Transferee.

               (E) Each Person holding or acquiring an Ownership Interest in a
          Class R Certificate, by purchasing such Ownership Interest, agrees to
          give the Trustee written notice that it is a "pass-through interest
          holder" within the meaning of temporary Treasury regulation section
          1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
          in a Class R Certificate if it is, or is holding an Ownership Interest
          in a Class R Certificate on behalf of, a "pass-through interest
          holder".


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<PAGE>

               (ii) If any purported Transferee shall become a Holder of a Class
     R Certificate in violation of the provisions of this Section 5.02(d), then
     the last preceding Holder of such Class R Certificate that was in
     compliance with the provisions of this Section 5.02(d) shall be restored,
     to the extent permitted by law, to all rights as Holder thereof retroactive
     to the date of registration of such Transfer of such Class R Certificate.
     None of the Depositor, the Trustee or the Certificate Registrar shall be
     under any liability to any Person for any registration of Transfer of a
     Class R Certificate that is in fact not permitted by this Section 5.02(d)
     or for making any payments due on such Certificate to the Holder thereof or
     for taking any other action with respect to such Holder under the
     provisions of this Agreement.

               If any purported Transferee shall become a Holder of a Class R
     Certificate in violation of the restrictions in this Section 5.02(d), then,
     to the extent that retroactive restoration of the rights of the preceding
     Holder of such Class R Certificate as described in the preceding paragraph
     of this clause (d)(ii) shall be invalid, illegal or unenforceable, the
     Trustee shall have the right, but not the obligation, to cause the transfer
     of such Class R Certificate to a Permitted Transferee selected by the
     Trustee on such terms as the Trustee may choose, and the Trustee shall not
     be liable to any Person having an Ownership Interest in such Class R
     Certificate or any other Person as a result of its exercise of such
     discretion. Such purported Transferee shall promptly endorse and deliver
     such Class R Certificate in accordance with the instructions of the
     Trustee. Such Permitted Transferee may be the Trustee itself or any
     Affiliate of the Trustee.

               (iii) The Trustee shall make available to the IRS and to those
     Persons specified by the REMIC Provisions all information furnished to it
     by the other parties hereto necessary to compute any tax imposed (A) as a
     result of the Transfer of an Ownership Interest in a Class R Certificate to
     any Person who is a Disqualified Organization, including the information
     described in Treasury regulation sections 1.860D-1(b)(5) and 1.860E-2(a)(5)
     with respect to the "excess inclusions" for each Loan REMIC Residual
     Interest, the REMIC I Residual Interest, the REMIC II Residual Interest and
     the REMIC III Residual Interest and (B) as a result of any regulated
     investment company, real estate investment trust, common trust fund,
     partnership, trust, estate or organization described in Section 1381 of the
     Code that holds an Ownership Interest in a Class R Certificate having as
     among its record holders at any time any Person which is a Disqualified
     Organization, and each of the other parties hereto shall furnish to the
     Trustee all information in its possession necessary for the Trustee to
     discharge such obligation. The Person holding such Ownership Interest shall
     be responsible for the reasonable compensation of the Trustee for providing
     such information.

               (iv) The provisions of this Section 5.02(d) set forth prior to
     this clause (iv) may be modified, added to or eliminated; provided that
     there shall have been delivered to the Trustee the following:

                    (A) written confirmation from each Rating Agency to the
               effect that the modification of, addition to or elimination of
               such provisions will not result in an Adverse Rating Event with
               respect to any Class of Rated Certificates; and

                    (B) an Opinion of Counsel, in form and substance
               satisfactory to the Trustee, obtained at the expense of the party
               seeking such modification of, addition to or elimination of such
               provisions (but in no event at the expense of the


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<PAGE>

               Trustee or the Trust), to the effect that doing so will not (1)
               cause any REMIC Pool to cease to qualify as a REMIC or be subject
               to an entity-level tax caused by the Transfer of any Class R
               Certificate to a Person which is not a Permitted Transferee or
               (2) cause a Person other than the prospective Transferee to be
               subject to a REMIC-related tax caused by the Transfer of a Class
               R Certificate to a Person that is not a Permitted Transferee.

          (e) If a Person is acquiring any Non-Registered Certificate as a
fiduciary or agent for one or more accounts, such Person shall be required to
deliver to the Certificate Registrar a certification to the effect that, and
such other evidence as may be reasonably required by the Trustee to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the applicable foregoing acknowledgments,
representations, warranties, certifications and/or agreements with respect to
each such account as set forth in Subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

          (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of authorized
denominations of the same Class evidencing a like aggregate Percentage Interest.

          (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

          (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

          (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

          (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

          (k) The Certificate Registrar or the Trustee shall provide to each of
the other parties hereto, upon reasonable written request and at the expense of
the requesting party, an updated copy of the Certificate Register.


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<PAGE>

          SECTION 5.03. Book-Entry Certificates.

          (a) The Class A-X, Class A-SP, Class A-1, Class A-2, Class A-3, Class
A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class GLC and Class RCKB
Certificates shall, in the case of each Class thereof, initially be issued (and,
at the option of the Depositor, subsequent to the Closing Date, all or any
portion of any other Class of Certificates may be issued) as one or more
Certificates registered in the name of the Depositary or its nominee and, except
as provided in Section 5.02(b) or Section 5.03(c), transfer of such Certificates
may not be registered by the Certificate Registrar unless such transfer is to a
successor Depositary that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and, subject to Section 5.02, transfer their respective Ownership
Interests in and to such Certificates through the book-entry facilities of the
Depositary; and, except as provided in Section 5.02(b) or Section 5.03(c) below,
such Certificate Owners shall not be entitled to fully registered, physical
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depositary Participant or indirect participating brokerage
firm representing each such Certificate Owner. Each Depositary Participant shall
only transfer the Ownership Interests in the Book-Entry Certificates of
Certificate Owners it represents or of indirect participating brokerage firms
for which it acts as agent in accordance with the Depositary's normal
procedures.

          (b) Except as expressly provided to the contrary herein, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent and the Certificate Registrar may for all purposes, including the making
of payments due on the Book-Entry Certificates, deal with the Depositary as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. Except as expressly provided to the contrary herein, the rights of
Certificate Owners with respect to the Book-Entry Certificates shall be limited
to those established by law and agreements between such Certificate Owners and
the Depositary Participants and indirect participating brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depositary as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depositary of such record date.

          (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depositary is no longer willing or able to
discharge properly its responsibilities with respect to any Class of Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depositary with respect to all or any portion of any Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depositary, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry
Certificates (or any portion of any Class thereof) by the Depositary,
accompanied by registration instructions from the Depositary for registration of
transfer, the Trustee shall execute, and the Certificate Registrar shall
authenticate and deliver, the Definitive Certificates in respect of such Class
(or portion thereof) to the Certificate Owners identified in such instructions.
None of the


                                     -239-

<PAGE>

Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar shall be liable for any delay in delivery of such
instructions, and each of them may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive Certificates
for purposes of evidencing ownership of any Book-Entry Certificates, the
registered holders of such Definitive Certificates shall be recognized as
Certificateholders hereunder and, accordingly, shall be entitled directly to
receive payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.

          SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

          If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section 5.04, the Trustee
and the Certificate Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the reasonable fees and
expenses of the Trustee and the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section 5.04 shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

          SECTION 5.05. Persons Deemed Owners.

          Prior to due presentment for registration of transfer, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, any Fiscal Agent, the Certificate Registrar or any agent
of any of them shall be affected by notice to the contrary.

          SECTION 5.06. Certification by Certificateholders and Certificate
                        Owners.

          (a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the transfer requirements of Section 5.02.

          (b) To the extent that under the terms of this Agreement, it is
necessary to determine whether any Person is a Certificateholder or a
Certificate Owner, the Trustee shall make such determination based on a
certificate of such Person which shall be substantially in the form of paragraph
1 of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable to
the Trustee) and shall specify the Class and Certificate Principal Balance or
Certificate Notional Amount, as the case may be, of the Book-Entry Certificate
beneficially owned; provided, however, that the Trustee shall not knowingly
recognize such Person as a Certificate Owner if such Person, to the knowledge of
a Responsible Officer of the Trustee, acquired its Ownership Interest in a
Book-Entry Certificate in


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<PAGE>

violation of Section 5.02, or if such Person's certification that it is a
Certificate Owner is in direct conflict with information obtained by the Trustee
from the Depositary, Depositary Participants and/or indirect participating
brokerage firms for which Depositary Participants act as agents, with respect to
the identity of a Certificate Owner. The Trustee shall exercise its reasonable
discretion in making any determination under this Section 5.06(b) and shall
afford any Person providing information with respect to its beneficial ownership
of any Book-Entry Certificate an opportunity to resolve any discrepancies
between the information provided and any other information available to the
Trustee.


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<PAGE>

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

          SECTION 6.01. Liability of the Depositor, the Master Servicer and the
                        Special Servicer.

          The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer.

          SECTION 6.02. Merger, Consolidation or Conversion of the Depositor,
                        the Master Servicer or the Special Servicer.

          (a) Subject to Section 6.02(b), the Depositor, the Master Servicer and
the Special Servicer shall each keep in full effect its existence, rights and
franchises as a corporation, bank, trust company, partnership, limited liability
company, association or other legal entity under the laws of the jurisdiction
wherein it was organized, and each shall obtain and preserve its qualification
to do business as a foreign entity in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

          (b) Each of the Depositor, the Master Servicer and the Special
Servicer may be merged or consolidated with or into any Person, or transfer all
or substantially all of its assets to any Person, in which case, any Person
resulting from any merger or consolidation to which the Depositor, the Master
Servicer or the Special Servicer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer, or the Special Servicer,
shall be the successor of the Depositor, the Master Servicer or the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that no successor or
surviving Person shall succeed to the rights of the Master Servicer or the
Special Servicer unless (i) such succession will not result in an Adverse Rating
Event with respect to any Class of Rated Certificates (as confirmed in writing
to the Trustee by each Rating Agency) and (ii) such successor or surviving
Person makes the applicable representations and warranties set forth in Section
2.05 (in the case of a successor or surviving Person to the Master Servicer) or
Section 2.06 (in the case of a successor or surviving Person to the Special
Servicer), as applicable.

          SECTION 6.03. Limitation on Liability of the Depositor, the Master
                        Servicer and the Special Servicer.

          None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust, the Trustee, the Certificateholders
or the holder of the Great Lakes Crossing Companion Mortgage Loan for any action
taken or not taken in good faith pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer or the Special Servicer against any liability to
the Trust, the Trustee, the Certificateholders or the holder of the Great Lakes
Crossing Companion Mortgage Loan for the breach of a representation or warranty
made by such party herein, or against any expense or liability specifically
required to be borne


                                      -242-

<PAGE>

by such party without right of reimbursement pursuant to the terms hereof, or
against any liability which would otherwise be imposed by reason of misfeasance,
bad faith or negligence in the performance of, or negligent disregard of, such
party's obligations or duties hereunder. The Depositor, the Master Servicer or
the Special Servicer and any director, member, manager, officer, employee or
agent of any such party may rely in good faith on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Master Servicer or the Special
Servicer and any director, member, manager, officer, employee or agent of any
such party, shall be indemnified and held harmless by the Trust out of the
Collection Account, as provided in Section 3.05(a), or the Distribution Account
as provided in Section 3.05(b) or, to the extent permitted by the related A/B
Intercreditor Agreement, out of amounts attributable to an A/B Mortgage Loan
Pair on deposit in the related A/B Mortgage Loan Pair Custodial Account as
provided in Section 3.04(e) or, to the extent permitted by the Great Lakes
Crossing Intercreditor Agreement, out of amounts attributable to the Great Lakes
Crossing Companion Mortgage Loan on deposit in the GLCTML Custodial Account as
provided in Section 3.04(f), against any loss, liability, cost or expense
(including reasonable legal expenses) incurred in connection with any legal
action or claim relating to this Agreement or the Certificates, other than any
loss, liability, cost or expense: (i) specifically required to be borne thereby
pursuant to the terms hereof; (ii) that constitutes (or, but for the failure of
the subject expense to be customary, reasonable or necessary, would constitute)
a Servicing Advance that is otherwise reimbursable under this Agreement; or
(iii) incurred in connection with any legal action or claim against such party
resulting from any breach of a representation or warranty made herein, any
misfeasance, bad faith or negligence in the performance of, or negligent
disregard of, obligations or duties hereunder or any willful or negligent
violation of applicable law. None of the Depositor, the Master Servicer or the
Special Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and, except in the case of a legal action the costs of which such
party is specifically required hereunder to bear, in its opinion does not
involve it in any ultimate expense or liability for which it would not be
reimbursed hereunder; provided, however, that the Depositor, the Master Servicer
or the Special Servicer may in its discretion undertake any such action which it
may reasonably deem necessary or desirable with respect to the enforcement
and/or protection of the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action, and any liability resulting therefrom, shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master
Servicer or the Special Servicer, as the case may be, shall be entitled to be
reimbursed therefor from the Collection Account, as provided in Section 3.05(a),
or the Distribution Account as provided in Section 3.05(b) or, to the extent
permitted by the related A/B Intercreditor Agreement, out of amounts
attributable to an A/B Mortgage Loan Pair on deposit in the related A/B Mortgage
Loan Pair Custodial Account as provided in Section 3.04(e) or, to the extent
permitted by the Great Lakes Crossing Intercreditor Agreement, out of amounts
attributable to the Great Lakes Crossing Companion Mortgage Loan on deposit in
the GLCTML Custodial Account as provided in Section 3.04(f).

          In addition, neither the Master Servicer nor the Special Servicer
shall have any liability with respect to, and the Master Servicer and the
Special Servicer shall each be entitled to rely as to the truth of the
statements made and the correctness of the opinions expressed therein on, any
certificates or opinions furnished to the Master Servicer or the Special
Servicer, as the case may be, and conforming to the requirements of this
Agreement. Each of the Master Servicer and the Special Servicer may rely in good
faith on information provided to it by the other such party (unless the provider
and the recipient of such information are the same Person or Affiliates) and by
the Borrowers, and will have no duty to investigate or verify the accuracy
thereof.


                                      -243-

<PAGE>

          SECTION 6.04. Resignation of the Master Servicer and the Special
                        Servicer.

          (a) Each of the Master Servicer and the Special Servicer may resign
from the obligations and duties hereby imposed on it, upon a determination that
its duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it (the other activities of the Master Servicer or the Special Servicer,
as the case may be, so causing such a conflict being of a type and nature
carried on by the Master Servicer or the Special Servicer, as the case may be,
at the date of this Agreement). Any such determination requiring the resignation
of the Master Servicer or the Special Servicer, as applicable, shall be
evidenced by an Opinion of Counsel to such effect which shall be delivered to
the Trustee. Unless applicable law requires the Master Servicer's or the Special
Servicer's (as the case may be) resignation to be effective immediately, and the
Opinion of Counsel delivered pursuant to the prior sentence so states, no such
resignation shall become effective until the Trustee or other successor shall
have assumed the responsibilities and obligations of the resigning party in
accordance with Section 3.25 or Section 7.02 hereof; provided that, if no
successor master servicer or special servicer, as applicable, shall have been so
appointed and have accepted appointment within 90 days after the Master Servicer
or the Special Servicer, as the case may be, has given notice of such
resignation, the resigning Master Servicer or Special Servicer, as applicable,
may petition any court of competent jurisdiction for the appointment of a
successor thereto.

          (b) In addition, the Master Servicer and the Special Servicer shall
each have the right to resign at any other time; provided that (i) a willing
successor thereto (including any such successor proposed by the resigning party)
reasonably acceptable to the Depositor and the Trustee has been found, (ii) each
of the Rating Agencies confirms to the Trustee in writing that the successor's
appointment will not result in an Adverse Rating Event with respect to any Class
of Rated Certificates, (iii) the resigning party pays all costs and expenses in
connection with such transfer, and (iv) the successor accepts appointment prior
to the effectiveness of such resignation.

          (c) Neither the Master Servicer nor the Special Servicer shall be
permitted to resign except as contemplated in subsections (a) and (b) of this
Section 6.04. Consistent with the foregoing, neither the Master Servicer nor the
Special Servicer shall (except in connection with any resignation thereby
permitted above in this Section 6.04 or as otherwise expressly provided herein,
including the provisions of Section 3.22 and/or Section 6.02) assign or transfer
any of its rights, benefits or privileges hereunder to any other Person or
delegate to, subcontract with, or authorize or appoint any other Person to
perform any of the duties, covenants or obligations to be performed by it
hereunder. If, pursuant to any provision hereof, the duties of the Master
Servicer or the Special Servicer are transferred to a successor thereto, the
entire amount of compensation payable to the Master Servicer or the Special
Servicer, as the case may be, that accrues pursuant hereto from and after the
date of such transfer shall be payable to such successor, except to the extent
provided in Section 3.11(c).

          SECTION 6.05. Rights of the Depositor and the Trustee in Respect of
                        the Master Servicer and the Special Servicer.

          Each of the Master Servicer and the Special Servicer shall afford the
Depositor, the Trustee, the Controlling Class Representative and each Rating
Agency, upon reasonable notice, during normal business hours access to all
records maintained by it in respect of its rights and obligations hereunder and
access to such of its officers as are responsible for such obligations. Upon
reasonable


                                      -244-

<PAGE>

request, each of the Master Servicer and the Special Servicer shall furnish the
Depositor and the Trustee with its most recent publicly available annual audited
financial statements (or, if not available, the most recent publicly available
audited annual financial statements of its corporate parent) and such other
information as is publicly available regarding its business, affairs, property
and condition, financial or otherwise; provided that neither the Depositor nor
the Trustee may disclose the contents of such financial statements or other
information to non-affiliated third parties (other than accountants, attorneys,
financial advisors and other representatives retained to help it evaluate such
financial statements or other information), unless it is required to do so under
applicable securities laws or is otherwise compelled to do so as a matter of
law. The Master Servicer and the Special Servicer may each affix to any such
information described in this Section 6.05 provided by it any disclaimer it
deems appropriate in its reasonable discretion. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and/or the Special
Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer and/or the
Special Servicer hereunder or exercise the rights of the Master Servicer and/or
the Special Servicer hereunder; provided, however, that neither the Master
Servicer nor the Special Servicer shall be relieved of any of its obligations
hereunder by virtue of such performance by the Depositor or its designee. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

          SECTION 6.06. Master Servicer and Special Servicer May Own
                        Certificates.

          The Master Servicer, the Special Servicer or any Affiliate of either
of them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer, the Special Servicer or an Affiliate of either
of them. If, at any time during which the Master Servicer, the Special Servicer
or Affiliate of the Master Servicer or the Special Servicer is the Holder of
(or, in the case of a Book-Entry Certificate, Certificate Owner with respect to)
any Certificate, the Master Servicer or the Special Servicer, as the case may
be, proposes to take any action (including for this purpose, omitting to take a
particular action) that is not expressly prohibited by the terms hereof and
would not, in the Master Servicer's or the Special Servicer's, as the case may
be, reasonable, good faith judgment, violate the Servicing Standard, but that,
if taken, might nonetheless, in the Master Servicer's or the Special Servicer's,
as the case may be, reasonable, good faith judgment, be considered by other
Persons to violate the Servicing Standard, then the Master Servicer or the
Special Servicer, as the case may be, may (but need not) seek the approval of
the Certificateholders to such action by delivering to the Trustee a written
notice that (a) states that it is delivered pursuant to this Section 6.06, (b)
identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer, as the case may be, or by
an Affiliate thereof and (c) describes in reasonable detail the action that the
Master Servicer or the Special Servicer, as the case may be, proposes to take.
The Trustee, upon receipt of such notice, shall forward it to the
Certificateholders (other than the Master Servicer and its Affiliates or the
Special Servicer and its Affiliates, as applicable), together with a request for
approval by the Certificateholders of each such proposed action. If at any time
Certificateholders holding greater than 50% of the Voting Rights of all
Certificateholders (calculated without regard to the Certificates beneficially
owned by the Master Servicer or its Affiliates or the Special Servicer or its
Affiliates, as the case may be) shall have consented in writing to the proposal
described in the written notice, and if the Master Servicer or the Special
Servicer, as the case may be, shall act as proposed in the written notice, such
action shall be


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deemed to comply with the Servicing Standard. The Trustee shall be entitled to
reimbursement from the Master Servicer or the Special Servicer, as applicable,
for the reasonable expenses of the Trustee incurred pursuant to this paragraph.
It is not the intent of the foregoing provision that the Master Servicer or the
Special Servicer be permitted to invoke the procedure set forth herein with
respect to routine servicing matters arising hereunder, but rather in the case
of unusual circumstances.


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<PAGE>

                                   ARTICLE VII

                                     DEFAULT

          SECTION 7.01. Events of Default.

          (a) "Event of Default", wherever used herein, means any one of the
following events:

               (i) any failure by the Master Servicer to deposit into the
     Collection Account, the GLCTML Custodial Account or any A/B Mortgage Loan
     Pair Custodial Account any amount required to be so deposited under this
     Agreement, which failure continues unremedied for three Business Days
     following the date on which such deposit was first required to be made; or

               (ii) any failure by the Special Servicer to deposit into the REO
     Account or to deposit, or remit to the Master Servicer for deposit, into
     the Collection Account, any amount required to be so deposited or remitted
     under this Agreement, which failure continues unremedied for three Business
     Days following the date on which such deposit or remittance, as the case
     may be, was first required to be made; or

               (iii) any failure by the Master Servicer to remit to the Trustee
     for deposit into the Distribution Account, on any P&I Advance Date, the
     full amount of P&I Advances required to be made on such date or, on any
     Master Servicer Remittance Date, the full amount of the Master Servicer
     Remittance Amount and any Compensating Interest Payment required to be
     remitted on such date, which failure continues unremedied until 6:00 p.m.
     (New York City time) on such P&I Advance Date or Master Servicer Remittance
     Date, as the case may be; or

               (iv) any failure by the Master Servicer to timely make any
     Servicing Advance required to be made by it hereunder, which Servicing
     Advance remains unmade for a period of three Business Days following the
     date on which notice shall have been given to the Master Servicer by the
     Trustee as provided in Section 3.11(f); or

               (v) any failure by the Special Servicer to timely make (or
     request the Master Servicer to make) any Servicing Advance required to be
     made by it hereunder, which Servicing Advance remains unmade for a period
     of three Business Days following the date on which notice has been given to
     the Special Servicer by the Trustee as provided in Section 3.11(f); or

               (vi) any failure on the part of the Master Servicer or the
     Special Servicer duly to observe or perform in any material respect any
     other of the covenants or agreements on the part of the Master Servicer or
     the Special Servicer, as the case may be, contained in this Agreement,
     which failure continues unremedied for a period of 30 days after the date
     on which written notice of such failure, requiring the same to be remedied,
     shall have been given to the Master Servicer or the Special Servicer, as
     the case may be, by any other party hereto or to the Master Servicer or the
     Special Servicer, as the case may be, with a copy to each other party
     hereto, by the Controlling Class Representative, the holder of the Great
     Lakes Crossing Companion Mortgage Loan or the Holders of Certificates
     entitled to at least 25% of the Voting Rights; provided that, with respect
     to any such failure that is not curable within such 30-day period the
     Master Servicer or the Special Servicer, as the case may be, shall have an
     additional


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<PAGE>

     cure period of 30 more days to effect such cure so long as the Master
     Servicer or the Special Servicer, as the case may be, has commenced to cure
     such failure within the initial 30-day period and has provided the Trustee
     with an Officer's Certificate certifying that it has diligently pursued,
     and is continuing to pursue, a full cure and such delay does not materially
     or adversely affect the Certificateholders; or

               (vii) any breach on the part of the Master Servicer or the
     Special Servicer of any representation or warranty contained in this
     Agreement that materially and adversely affects the interests of any Class
     of Certificateholders or the holder of the Great Lakes Crossing Companion
     Mortgage Loan and which continues unremedied for a period of 30 days after
     the date on which notice of such breach, requiring the same to be remedied,
     shall have been given to the Master Servicer or the Special Servicer, as
     the case may be, by any other party hereto or to the Master Servicer or the
     Special Servicer, as the case may be, with a copy to each other party
     hereto, by the Controlling Class Representative, the holder of the Great
     Lakes Crossing Companion Mortgage Loan or the Holders of Certificates
     entitled to at least 25% of the Voting Rights; provided that, with respect
     to any such breach that is not curable within such 30-day period, the
     Master Servicer or the Special Servicer, as the case may be, shall have an
     additional cure period of 30 more days to effect such cure so long as the
     Master Servicer or the Special Servicer, as the case may be, has commenced
     to cure such breach within the initial 30-day period and has provided the
     Trustee with an Officer's Certificate certifying that it has diligently
     pursued, and is continuing to pursue, a full cure and such delay does not
     materially or adversely affect the Certificateholders; or

               (viii) a decree or order of a court or agency or supervisory
     authority having jurisdiction in the premises in an involuntary case under
     any present or future federal or state bankruptcy, insolvency or similar
     law for the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
     the Master Servicer or the Special Servicer and such decree or order shall
     have remained in force undischarged, undismissed or unstayed for a period
     of 60 days; or

               (ix) the Master Servicer or the Special Servicer shall consent to
     the appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings of or relating to it or of
     or relating to all or substantially all of its property; or

               (x) the Master Servicer or the Special Servicer shall admit in
     writing its inability to pay its debts generally as they become due, file a
     petition to take advantage of any applicable bankruptcy, insolvency or
     reorganization statute, make an assignment for the benefit of its
     creditors, voluntarily suspend payment of its obligations, or take any
     corporate action in furtherance of the foregoing; or

               (xi) the Trustee shall have received written notice from either
     Rating Agency to the effect that the continuation of the Master Servicer or
     the Special Servicer in such capacity (A) would result in a qualification,
     downgrade or withdrawal of one or more ratings assigned by such Rating
     Agency to the Certificates or (B) would result or has resulted in any
     rating assigned


                                      -248-

<PAGE>

     by such Rating Agency to the Certificates otherwise becoming the subject of
     a "negative" credit watch, and in any event such circumstances shall not
     have changed, as confirmed to the Trustee in writing by such Rating Agency,
     within 60 days following the date on which the Trustee first received such
     notice; or

               (xii) one or more ratings assigned by either Rating Agency to the
     Certificates shall have been qualified, downgraded or withdrawn as a result
     of the Master Servicer's or the Special Servicer's acting in such capacity;
     or

               (xiii) the Master Servicer ceases to be rated at least CMS3 by
     Fitch or the Special Servicer ceases to be rated at least CSS3 by Fitch,
     and such rating is not restored within 60 days after the subject downgrade
     or withdrawal.

          When a single entity acts as Master Servicer and Special Servicer, an
Event of Default (other than an event described in clause (xi), (xii) or (xiii)
above) in one capacity shall constitute an Event of Default in both such
capacities.

          (b) If any Event of Default with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as the Event of Default shall not have been remedied, the
Depositor and Trustee each may, and at the written direction of the Holders of
Certificates entitled to not less than 25% of the Voting Rights or at the
written direction of the holder of the Great Lakes Crossing Companion Mortgage
Loan (if such holder is materially and adversely affected by the subject Event
of Default), the Trustee shall (subject to applicable bankruptcy or insolvency
law in the case of clauses (viii) through (x) of Section 7.01(a)), terminate, by
notice in writing to the Defaulting Party (with a copy of such notice to each
other party hereto), all of the rights and obligations (accruing from and after
such notice) of the Defaulting Party under this Agreement (other than pursuant
to Section 6.03) and in and to the Mortgage Loans (other than as a Holder of any
Certificate, as the holder of the Great Lakes Crossing Companion Mortgage Loan
or as a B-Note Mortgage Loan Holder). From and after the receipt by the
Defaulting Party of such written notice, all authority and power of the
Defaulting Party under this Agreement, whether with respect to the Certificates
or the Mortgage Loans or otherwise (other than as a Holder of any Certificate,
as the holder of the Great Lakes Crossing Companion Mortgage Loan or as a B-Note
Mortgage Loan Holder), shall pass to and be vested in the Trustee pursuant to
and under this Section 7.01(b), and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise (provided, however, that each of the
Master Servicer and the Special Servicer shall, if terminated pursuant to this
Section 7.01(b), continue to be obligated to pay and entitled to receive all
amounts accrued or owing by or to it under this Agreement on or prior to the
date of such termination, whether in respect of Advances or otherwise, as well
as amounts due to it thereafter, if any, including any Excess Servicing Strip
and Work-out Fees, and it and its members, managers, directors, officers,
employees and agents shall continue to be entitled to the benefits of Section
6.03 notwithstanding any such termination). Each of the Master Servicer and the
Special Servicer agrees that, if it is terminated pursuant to this Section
7.01(b), it shall promptly (and in any event no later than 20 days subsequent to
its receipt of the notice of termination) provide the Trustee with all documents
and records requested


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<PAGE>

thereby to enable the Trustee to assume the Master Servicer's or the Special
Servicer's, as the case may be, functions hereunder, and shall otherwise
cooperate with the Trustee in effecting the termination of the Master Servicer's
or the Special Servicer's, as the case may be, responsibilities and rights
hereunder, including the transfer within five Business Days to the Trustee for
administration by it of all cash amounts that at the time are or should have
been credited by the Master Servicer to the Collection Account, any A/B Mortgage
Loan Pair Custodial Account, the GLCTML Custodial Account, the Distribution
Account or any Servicing Account or Reserve Account (if it is the Defaulting
Party) or by the Special Servicer to the REO Account, the Collection Account,
any A/B Mortgage Loan Pair Custodial Account, the GLCTML Custodial Account or
any Servicing Account or Reserve Account (if it is the Defaulting Party) or that
are thereafter received by or on behalf of it with respect to any Mortgage Loan
or REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b), continue to
be obligated to pay and entitled to receive all amounts accrued or owing by or
to it under this Agreement on or prior to the date of such termination, whether
in respect of Advances or otherwise, as well as amounts due to it thereafter, if
any, including any Excess Servicing Strip and Work-Out Fees, and it and its
members, managers, directors, officers, employees and agents shall continue to
be entitled to the benefits of Section 6.03 notwithstanding any such
termination). Any costs or expenses (including those of any other party hereto)
incurred in connection with any actions to be taken by the Master Servicer or
the Special Servicer pursuant to this paragraph in connection with the
termination thereof shall be borne by the terminated Master Servicer or Special
Servicer, as the case may be (and, in the case of the Trustee's costs and
expenses, if not paid within a reasonable time, shall be borne by the Trust out
of the Collection Account).

          SECTION 7.02. Trustee to Act; Appointment of Successor.

          On and after the time that the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04(a) or receives a notice of termination pursuant
to Section 7.01, the Trustee shall, subject to Section 3.25, be the successor in
all respects to the Master Servicer or the Special Servicer, as the case may be,
in its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Master
Servicer or the Special Servicer, as the case may be, by the terms and
provisions hereof, including, if the Master Servicer is the resigning or
terminated party, the Master Servicer's obligation to make Advances; provided,
however, that any failure to perform such duties or responsibilities caused by
the Master Servicer's or the Special Servicer's, as the case may be, failure to
cooperate or to provide information or monies as required by Section 7.01 shall
not be considered a default by the Trustee hereunder. Neither the Trustee nor
any other successor shall be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee or any other successor be required to purchase any Pooled Mortgage
Loan hereunder. As compensation therefor, the Trustee shall be entitled to all
fees and other compensation which the resigning or terminated party would have
been entitled to for future services rendered if the resigning or terminated
party had continued to act hereunder (subject to Section 3.11(a) with respect to
the Excess Servicing Strip). Notwithstanding the above, if it is unwilling to so
act, the Trustee may (and, if it is unable to so act, or if the Trustee is not
approved as an acceptable master servicer or special servicer, as the case may
be, by each Rating Agency, or if the Holders of Certificates entitled to a
majority of all the Voting Rights so request in writing, the Trustee shall),
subject to Section 3.25, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established and qualified institution as the
successor to the resigning or terminated Master Servicer or Special Servicer, as
the case may be, hereunder in the


                                      -250-

<PAGE>

assumption of all or any part of the responsibilities, duties or liabilities of
the resigning or terminated Master Servicer or Special Servicer, as the case may
be, hereunder; provided, however, that such appointment does not result in an
Adverse Rating Event with respect to any Class of Rated Certificates (as
confirmed in writing to the Trustee by each Rating Agency). No appointment of a
successor to the Master Servicer or the Special Servicer hereunder shall be
effective until the assumption by such successor of all its responsibilities,
duties and liabilities hereunder, and pending such appointment and assumption,
the Trustee shall act in such capacity as hereinabove provided. In connection
with any such appointment and assumption, the Trustee may make such arrangements
for the compensation of such successor out of payments on the Mortgage Loans or
otherwise as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the resigning or terminated
party hereunder. The Depositor, the Trustee, such successor and each other party
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

          SECTION 7.03. Notification to Certificateholders.

          (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 6.02, 6.04 or 7.02
or the effectiveness of any designation of a new Special Servicer pursuant to
Section 3.25, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.

          (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has actual knowledge of the occurrence of such an event, the Trustee
shall transmit by mail to the Depositor and all Certificateholders notice of
such occurrence, unless such default shall have been cured.

          SECTION 7.04. Waiver of Events of Default.

          The Holders of Certificates representing at least 66-2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default; provided that an Event of
Default under clause (i), clause (ii), clause (iii), clause (xi), clause (xii)
or clause (xiii) of Section 7.01(a) may be waived only by all of the
Certificateholders of the affected Classes; and provided, further, that the
holder of the Great Lakes Crossing Companion Mortgage Loan must consent to the
waiver of any Event of Default that materially and adversely affects such holder
and which has not been cured. Upon any such waiver of an Event of Default, and
payment to the Trustee of all reasonable costs and expenses incurred by the
Trustee in connection with such default prior to its waiver (which costs shall
be paid by the party requesting such waiver), such Event of Default shall cease
to exist and shall be deemed to have been remedied for every purpose hereunder.
No such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if registered in the name of any other Person.


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<PAGE>

          SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.

          During the continuance of any Event of Default, so long as such Event
of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right (exercisable subject to Section
8.01(a)), in its own name and as trustee of an express trust, to take all
actions now or hereafter existing at law, in equity or by statute to enforce its
rights and remedies and to protect the interests, and enforce the rights and
remedies, of the Certificateholders (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs
of claim and debt in connection therewith). Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative and
in addition to any other remedy, and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a
waiver of any Event of Default.


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<PAGE>

                                  ARTICLE VIII

                                   THE TRUSTEE

          SECTION 8.01. Duties of Trustee.

          (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

          (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), the Trustee shall examine
them to determine whether they conform to the requirements of this Agreement. If
any such instrument is found not to conform to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected. The Trustee shall not be
responsible or liable for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer, the Special Servicer, any
actual or prospective Certificateholder or Certificate Owner or either Rating
Agency, and accepted by the Trustee in good faith, pursuant to this Agreement.

          (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

               (i) Prior to the occurrence of an Event of Default, and after the
     curing or waiver of all Events of Default which may have occurred, the
     duties and obligations of the Trustee shall be determined solely by the
     express provisions of this Agreement, the Trustee shall not be liable
     except for the performance of such duties and obligations as are
     specifically set forth in this Agreement, no implied covenants or
     obligations shall be read into this Agreement against the Trustee and, in
     the absence of bad faith on the part of the Trustee, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon any certificates or opinions furnished
     to the Trustee and conforming to the requirements of this Agreement.

               (ii) The Trustee shall not be liable for an error of judgment
     made in good faith by a Responsible Officer or Responsible Officers of the
     Trustee, unless it shall be proved that the Trustee was negligent in
     ascertaining the pertinent facts.

               (iii) The Trustee shall not be liable with respect to any action
     taken, suffered or omitted to be taken by it in good faith in accordance
     with the direction of Holders of Certificates entitled to at least 25% (or,
     as to any particular matter, any higher percentage as may be


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<PAGE>

     specifically provided for hereunder) of the Voting Rights relating to the
     time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Agreement.

               (iv) The Trustee shall not be required to take action with
     respect to, or be deemed to have notice or knowledge of, any default or
     Event of Default (except an Event of Default under Section 7.01(a)(xi),
     Section 7.01(a)(xii) or Section 7.01(a)(xiii) or the Master Servicer's
     failure to deliver any monies, including P&I Advances, or to provide any
     report, certificate or statement, to the Trustee when required pursuant to
     this Agreement) unless a Responsible Officer of the Trustee shall have
     received written notice or otherwise have actual knowledge thereof.
     Otherwise, the Trustee may conclusively assume that there is no such
     default or Event of Default.

               (v) Subject to the other provisions of this Agreement and without
     limiting the generality of this Section 8.01, the Trustee shall have no
     duty, except as expressly provided in Section 2.01(c) or Section 2.01(e) or
     in its capacity as successor Master Servicer or successor Special Servicer,
     (A) to cause any recording, filing, or depositing of this Agreement or any
     agreement referred to herein or any financing statement or continuation
     statement evidencing a security interest, or to cause the maintenance of
     any such recording or filing or depositing or to any rerecording, refiling
     or redepositing of any thereof, (B) to cause the maintenance of any
     insurance, or (C) to confirm or verify the truth, accuracy or contents of
     any reports or certificates of the Master Servicer, the Special Servicer,
     any actual or prospective Certificateholder or Certificate Owner or either
     Rating Agency, delivered to the Trustee pursuant to this Agreement
     reasonably believed by the Trustee to be genuine and without error and to
     have been signed or presented by the proper party or parties.

               (vi) For as long as the Person that serves as Trustee hereunder
     also serves as a Custodian or as Certificate Registrar, the protections,
     immunities and indemnities afforded to the Trustee hereunder shall also be
     afforded to such Person in its capacity as Custodian and/or Certificate
     Registrar, as the case may be.

          SECTION 8.02. Certain Matters Affecting the Trustee.

          Except as otherwise provided in Section 8.01:

               (i) the Trustee may rely upon and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document reasonably believed by it to be genuine and without error
     and to have been signed or presented by the proper party or parties;

               (ii) the Trustee may consult with counsel and any written advice
     or opinion of such counsel shall be full and complete authorization and
     protection in respect of any action taken or suffered or omitted by it
     hereunder in good faith and in accordance therewith;

               (iii) the Trustee shall be under no obligation to exercise any of
     the trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or to institute, conduct or
     defend any litigation hereunder or in relation hereto at the request,


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<PAGE>

     order or direction of any of the Certificateholders, unless (in the
     Trustee's reasonable opinion) such Certificateholders shall have offered to
     the Trustee reasonable security or indemnity against the costs, expenses
     and liabilities which may be incurred therein or thereby; the Trustee shall
     not be required to expend or risk its own funds or otherwise incur any
     financial liability in the performance of any of its duties hereunder
     (except to pay expenses that could reasonably be expected to be incurred in
     connection with the performance of its normal duties and except for any
     expense or liability specifically required to be borne by the Trustee
     pursuant to the terms hereof), or in the exercise of any of its rights or
     powers, if it shall have reasonable grounds for believing that repayment of
     such funds or adequate indemnity against such risk or liability is not
     reasonably assured to it; provided, however, that nothing contained herein
     shall relieve the Trustee of the obligation, upon the occurrence of an
     Event of Default which has not been waived or cured, to exercise such of
     the rights and powers vested in it by this Agreement, and to use the same
     degree of care and skill in their exercise as a prudent man would exercise
     or use under the circumstances in the conduct of his own affairs;

               (iv) neither the Trustee nor any Fiscal Agent appointed thereby
     shall be personally liable for any action reasonably taken, suffered or
     omitted by it in good faith and believed by it to be authorized or within
     the discretion or rights or powers conferred upon it by this Agreement;

               (v) prior to the occurrence of an Event of Default and after the
     waiver or curing of all Events of Default which may have occurred, the
     Trustee shall not be bound to make any investigation into the facts or
     matters stated in any resolution, certificate, statement, instrument,
     opinion, report, notice, request, consent, order, approval, bond or other
     paper or document, unless requested in writing to do so by Holders of
     Certificates entitled to at least 25% of the Voting Rights; provided,
     however, that if the payment within a reasonable time to the Trustee of the
     costs, expenses or liabilities likely to be incurred by it in the making of
     such investigation is, in the opinion of the Trustee, not reasonably
     assured to the Trustee by the security afforded to it by the terms of this
     Agreement, the Trustee may require a reasonable indemnity against such
     expense or liability as a condition to taking any such action;

               (vi) the Trustee shall not be required to give any bond or surety
     in respect of the execution of the trusts created hereby or the powers
     granted hereunder;

               (vii) the Trustee may execute any of the trusts or powers vested
     in it by this Agreement or perform any of its duties hereunder either
     directly or by or through agents or attorneys-in-fact; provided that the
     use of agents or attorneys-in-fact shall not relieve the Trustee of any of
     its duties and obligations hereunder (except as expressly set forth
     herein);

               (viii) neither the Trustee nor any Fiscal Agent appointed thereby
     shall be responsible for any act or omission of the Master Servicer or the
     Special Servicer (unless the Trustee is acting as the Master Servicer or
     the Special Servicer, as the case may be) or of the Controlling Class
     Representative or the Depositor.

               (ix) neither the Trustee nor the Certificate Registrar shall have
     any obligation or duty to monitor, determine or inquire as to compliance
     with any restriction on transfer imposed under Article V under this
     Agreement or under applicable law with respect to any transfer of any
     Certificate or any interest therein, other than to require delivery of the


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     certification(s) and/or Opinions of Counsel described in said Article
     applicable with respect to changes in registration or record ownership of
     Certificates in the Certificate Register and to examine the same to
     determine substantial compliance with the express requirements of this
     Agreement; and the Trustee and Certificate Registrar shall have no
     liability for transfers, including transfers made through the book-entry
     facilities of the Depositary or between or among Depositary Participants or
     beneficial owners of the Certificates, made in violation of applicable
     restrictions except for its failure to perform its express duties in
     connection with changes in registration or record ownership in the
     Certificate Register.

          SECTION 8.03. Trustee and Fiscal Agent not Liable for Validity or
                        Sufficiency of Certificates or Pooled Mortgage Loans.

          The recitals contained herein and in the Certificates (other than the
statements attributed to, and the representations and warranties of, the Trustee
and/or any Fiscal Agent in Article II or any Fiscal Agent Agreement, and the
signature of the Trustee set forth on each outstanding Certificate) shall not be
taken as the statements of the Trustee or any Fiscal Agent, and neither the
Trustee nor any Fiscal Agent assumes any responsibility for their correctness.
Neither the Trustee nor any Fiscal Agent makes any representation as to the
validity or sufficiency of this Agreement (except as regards the enforceability
of this Agreement against it) or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Pooled Mortgage Loan or
related document. Neither the Trustee nor any Fiscal Agent shall be accountable
for the use or application by the Depositor of any of the Certificates issued to
it or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor in respect of the assignment of the Pooled Mortgage
Loans to the Trust, or any funds (other than funds held by the Trustee in an
account maintained thereby) deposited in or withdrawn from the Collection
Account or any other account by or on behalf of the Depositor, the Master
Servicer or the Special Servicer (in each case, unless the Trustee is acting in
such capacity). Neither the Trustee nor any Fiscal Agent shall be responsible
for the legality or validity of this Agreement (other than insofar as it relates
to the obligations of the Trustee or such Fiscal Agent, as the case may be,
hereunder) or the validity, priority, perfection or sufficiency of any security,
lien or security interest granted to it hereunder or the filing of any financing
statements or continuation statements, except to the extent set forth in Section
2.01(c) and Section 2.01(e) or to the extent the Trustee is acting as the Master
Servicer or the Special Servicer, and the Master Servicer or the Special
Servicer, as the case may be, would be so responsible hereunder. Except as
expressly contemplated in Section 11.02, the Trustee shall not be required to
record this Agreement.

          SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.

          The Trustee (in its individual or any other capacity), any Fiscal
Agent or any Affiliate of either of them may become the owner or pledgee of
Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
such Fiscal Agent or an Affiliate of either of them, as the case may be.

          SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by
                        Trustee and Fiscal Agent.

          (a) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account, prior to any distributions to be made therefrom to
Certificateholders on such date, and pay to itself all earned but unpaid
Trustee's Fees in respect of the Pooled Mortgage Loans and any Pooled REO


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Loans through the end of the most recently ended calendar month, as compensation
for all services rendered by the Trustee in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties of
the Trustee hereunder. As to each Pooled Mortgage Loan and Pooled REO Loan, the
Trustee's Fee shall accrue during each calendar month, commencing with April
2003, at the Trustee's Fee Rate on a principal amount equal to the Stated
Principal Balance of such Pooled Mortgage Loan or Pooled REO Loan immediately
following the Distribution Date in such calendar month (or, in the case of April
2003, on a principal amount equal to the Cut-off Date Principal Balance of the
particular Pooled Mortgage Loan), whether or not interest is actually collected
on each Pooled Mortgage Loan and Pooled REO Loan. With respect to each Pooled
Mortgage Loan and Pooled REO Loan, the Trustee's Fee shall accrue from time to
time on the same Interest Accrual Basis as is applicable to such Pooled Mortgage
Loan or Pooled REO Loan. Except as otherwise expressly provided herein, the
Trustee's Fees (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) shall constitute the
Trustee's sole compensation for such services to be rendered by it.

          (b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified and held harmless out of the Trust
Fund for and against any loss, liability, claim or expense (including costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement) arising out of, or incurred in connection with,
this Agreement, the Certificates, the Pooled Mortgage Loans (unless it incurs
any such expense or liability in the capacity of successor Master Servicer or
Special Servicer, in which case such expense or liability will be reimbursable
thereto in the same manner as it would be for any other Person acting as Master
Servicer or Special Servicer, as the case may be) or any act or omission of the
Trustee relating to the exercise and performance of any of the powers and duties
of the Trustee hereunder, if (but only if) such loss, liability, claim or
expense constitutes an "unanticipated expense" within the meaning of Treasury
regulation section 1.860G-1(b)(3)(ii); provided, however, that neither the
Trustee nor any of the other above specified Persons shall be entitled to
indemnification pursuant to this Section 8.05(b) for (1) allocable overhead,
such as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
(2) any expense or liability specifically required to be borne thereby pursuant
to the terms hereof or (3) any loss, liability, claim or expense incurred by
reason of any breach on the part of the Trustee of any of its representations,
warranties or covenants contained herein or any willful misfeasance, bad faith
or negligence in the performance of, or negligent disregard of, the Trustee's
obligations and duties hereunder.

          (c) Each of the Master Servicer and the Special Servicer shall
indemnify the Trustee and any Fiscal Agent for and hold each of them harmless
against any loss, liability, claim or expense that is a result of the Master
Servicer's or the Special Servicer's, as the case may be, negligent acts or
omissions in connection with this Agreement, including the negligent use by the
Master Servicer or the Special Servicer, as the case may be, of any powers of
attorney delivered to it by the Trustee pursuant to the provisions hereof and
the Mortgage Loans serviced by the Master Servicer or the Special Servicer, as
the case may be; provided, however, that, if the Trustee has been reimbursed for
such loss, liability, claim or expense pursuant to Section 8.05(b), or any
Fiscal Agent has been reimbursed for such loss, liability, claim or expense
pursuant to Section 8.13, then the indemnity in favor of such Person provided
for in this Section 8.05(c) with respect to such loss, liability, claim or
expense shall be for the benefit of the Trust.


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          (d) Each of the Trustee and any Fiscal Agent shall indemnify the
Master Servicer and the Special Servicer for and hold each of them harmless
against any loss, liability, claim or expense that is a result of the Trustee's
or such Fiscal Agent's, as the case may be, negligent acts or omissions in
connection with this Agreement; provided, however, that if the Master Servicer
or the Special Servicer has been reimbursed for such loss, liability, claim or
expense pursuant to Section 6.03, then the indemnity in favor of such Person
provided for in this Section 8.05(d) with respect to such loss, liability, claim
or expense shall be for the benefit of the Trust.

          (e) This Section 8.05 shall survive the termination of this Agreement
or the resignation or removal of the Trustee, any Fiscal Agent, the Master
Servicer or the Special Servicer as regards rights and obligations prior to such
termination, resignation or removal.

          SECTION 8.06. Eligibility Requirements for Trustee.

          The Trustee hereunder shall at all times be a corporation, bank, trust
company or association organized and doing business under the laws of the United
States of America or any State thereof or the District of Columbia, authorized
under such laws to exercise trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by federal or
state authority. If such corporation, bank, trust company or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation, bank, trust company or association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In addition, the Trustee shall at all times meet the requirements
of Section 26(a)(1) of the Investment Company Act. Furthermore, the Trustee
shall at all times maintain a long-term unsecured debt rating of no less than
"Aa3" from Moody's and "AA" from Fitch (or, in the case of either Rating Agency,
such lower rating as will not result in an Adverse Rating Event with respect to
any Class of Rated Certificates, as confirmed in writing to the Trustee and the
Depositor by such Rating Agency); provided that the Trustee shall not cease to
be eligible to serve as such based on a failure to satisfy such rating
requirements so long as the Trustee maintains a long-term unsecured debt rating
of no less than "Baa2" from Moody's and "BBB" from Fitch (or, in the case of
either Rating Agency, such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Rated Certificates, as confirmed in writing
to the Trustee and the Depositor by such Rating Agency) and a Fiscal Agent
meeting the requirements of Section 8.13 has been appointed by the Trustee and
is then currently serving in such capacity. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
8.06, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.07. The corporation, bank, trust company or association
serving as Trustee may have normal banking and trust relationships with the
Depositor, Column, KeyBank, the Master Servicer, the Special Servicer and their
respective Affiliates; provided, however, that none of (i) the Depositor, (ii)
any Person involved in the organization or operation of the Depositor or the
Trust, (iii) the Master Servicer or the Special Servicer (except during any
period when the Trustee has assumed the duties of the Master Servicer or the
Special Servicer, as the case may be, pursuant to Section 7.02), (iv) Column,
(v) KeyBank or (vi) any Affiliate of any of them, may be the Trustee hereunder.


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          SECTION 8.07. Resignation and Removal of Trustee.

          (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, all the Certificateholders, the holder of
the Great Lakes Crossing Companion Mortgage Loan and the B-Note Mortgage Loan
Holders. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor trustee meeting the eligibility requirements of Section 8.06
by written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee and to the successor trustee. A copy of such instrument shall
be delivered to the other parties hereto, to the Certificateholders, to the
holder of the Great Lakes Crossing Companion Mortgage Loan and to the B-Note
Mortgage Loan Holders by the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.

          (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Master Servicer or if at any
time the Trustee shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee's continuing to act in such capacity would (as
confirmed in writing to any party hereto by either Rating Agency) result in an
Adverse Rating Event with respect to any Class of Rated Certificates, then the
Depositor may (and, if it fails to do so within ten Business Days, the Master
Servicer shall as soon as practicable) remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor trustee. A copy of such
instrument shall be delivered to the other parties hereto, the
Certificateholders, the holder of the Great Lakes Crossing Companion Mortgage
Loan and the B-Note Mortgage Loan Holders by the successor trustee.

          (c) The Holders of Certificates entitled to not less than 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor (with copies to the Master Servicer and the
Special Servicer), one complete set to the Trustee so removed and one complete
set to the successor so appointed. All expenses incurred by the Trustee in
connection with its transfer of the Mortgages Files to a successor trustee
following the removal of the Trustee without cause pursuant to this Section
8.07(c), shall be reimbursed to the removed Trustee within 30 days of demand
therefor, such reimbursement to be made by the Certificateholders that
terminated the Trustee. A copy of such instrument shall be delivered to the
other parties hereto and to the remaining Certificateholders, the holder of the
Great Lakes Crossing Companion Mortgage Loan and the B-Note Mortgage Loan
Holders by the successor so appointed.

          (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until (i) acceptance of appointment by the successor
trustee as provided in Section 8.08 and (ii) if neither the successor trustee
nor any Fiscal Agent appointed by it has a long-term unsecured debt rating of at
least "Aa3" from Moody's and "AA" from Fitch, the Trustee and the Depositor have
received written confirmation from each Rating Agency that has not so assigned
such a rating, to the effect that the appointment of such


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successor trustee shall not result in an Adverse Rating Event with respect to
any Class of Rated Certificates.

          SECTION 8.08. Successor Trustee.

          (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a Custodian, which Custodian shall become the agent of the
successor trustee), and the Depositor, the Master Servicer, the Special Servicer
and the predecessor trustee shall execute and deliver such instruments and do
such other things as may reasonably be required to more fully and certainly vest
and confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder.

          (b) No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.

          (c) Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, such successor trustee shall mail notice of the succession
of such trustee hereunder to the Depositor, the Certificateholders, the holder
of the Great Lakes Crossing Companion Mortgage Loan and the B-Note Mortgage Loan
Holders.

          SECTION 8.09. Merger or Consolidation of Trustee.

          Any entity into which the Trustee may be merged or converted or with
which it may be consolidated or any entity resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any entity succeeding
to the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder; provided such entity shall be eligible under the provisions
of Section 8.06, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

          SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

          (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days


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<PAGE>

after the receipt by it of a request to do so, or in case an Event of Default in
respect of the Master Servicer shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 8.06, and no notice to Holders of Certificates
of the appointment of co-trustee(s) or separate trustee(s) shall be required
under Section 8.08.

          (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
when acting as Master Servicer or Special Servicer hereunder), the Trustee shall
be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust Fund or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the
Trustee.

          (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

          (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

          (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

          SECTION 8.11. Appointment of Custodians.

          The Trustee may, upon prior written notice to the Master Servicer and
the Special Servicer, appoint at the Trustee's own expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee; provided that each Custodian shall be a depositary institution
supervised and regulated by a federal or state banking authority, shall have
combined capital and surplus of at least $10,000,000, shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File, shall not be
the Depositor, Column, KeyBank or any Affiliate of the Depositor, Column or
KeyBank, and shall have in place a fidelity bond and errors and omissions
policy, each in such form and amount as is customarily required of custodians
acting on behalf of Freddie Mac or Fannie Mae. Each Custodian shall be subject
to the same obligations, standard of care, protection and indemnities as would
be imposed on, or would protect, the Trustee hereunder in connection with the
retention of


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<PAGE>

Mortgage Files directly by the Trustee. The appointment of one or more
Custodians shall not relieve the Trustee from any of its obligations hereunder,
and the Trustee shall remain responsible for all acts and omissions of any
Custodian.

          SECTION 8.12. Access to Certain Information.

          (a) The Trustee shall afford to the Depositor, the Master Servicer,
the Special Servicer, the Controlling Class Representative, the Class RCKB
Directing Certificateholder, the Class GLC Directing Certificateholder, the
holder of the Great Lakes Crossing Companion Mortgage Loan, each B-Note Mortgage
Loan Holder (to the extent required by the related A/B Intercreditor Agreement)
and each Rating Agency and to the OTS, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, Certificate Owner, the Class RCKB Directing
Certificateholder, the Class GLC Directing Certificateholder, the holder of the
Great Lakes Crossing Companion Mortgage Loan or, to the extent required by the
related A/B Intercreditor Agreement, any B-Note Mortgage Loan Holder, access to
any documentation regarding the Mortgage Loans or the other assets of the Trust
Fund that are in its possession or within its control. Such access shall be
afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Trustee designated by it.

          (b) The Trustee shall maintain at its offices and, upon reasonable
prior written request and during normal business hours, shall make available for
review by the Depositor, the Underwriters, the Rating Agencies, the Controlling
Class Representative, the Class GLC Directing Certificateholder, the Class RCKB
Directing Certificateholder, each B-Note Mortgage Loan Holder (to the extent
required under the related A/B Intercreditor Agreement), the holder of the Great
Lakes Crossing Companion Mortgage Loan and, subject to the succeeding paragraph,
any Certificateholder, Certificate Owner or Person identified to the Trustee as
a prospective Transferee of a Certificate or an interest therein, originals
and/or copies of the following items (to the extent such items were prepared by
or delivered to the Trustee): (i) the Prospectus, the Confidential Offering
Circular and any other disclosure document relating to the Certificates, in the
form most recently provided to the Trustee by the Depositor or by any Person
designated by the Depositor; (ii) this Agreement, each Sub-Servicing Agreement
delivered to the Trustee since the Closing Date and any amendments and exhibits
hereto or thereto; (iii) all Trustee Reports and any files and reports
comprising the CMSA Investor Reporting Package actually delivered or otherwise
made available to Certificateholders pursuant to Section 4.02(a) since the
Closing Date; (iv) all Annual Performance Certifications delivered by the Master
Servicer and the Special Servicer to the Trustee since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by the Master Servicer and
Special Servicer to the Trustee since the Closing Date; (vi) the most recent
inspection report prepared by the Master Servicer or the Special Servicer and
delivered to the Trustee in respect of each Mortgaged Property pursuant to
Section 3.12(a) or this Section 8.12(b); (vii) the most recent quarterly and
annual operating statement and rent roll of each related Mortgaged Property and
financial statements of the related Borrower collected by the Master Servicer or
the Special Servicer and delivered to the Trustee pursuant to Section 3.12(b) or
this Section 8.12(b); (viii) any and all notices and reports delivered to the
Trustee with respect to any Mortgaged Property as to which the environmental
testing contemplated by Section 3.09(c) revealed that neither of the conditions
set forth in clauses (i) and (ii) of the first sentence thereof was satisfied;
(ix) each of the Mortgage Files, including any and all modifications, waivers
and amendments of the terms of a Mortgage Loan entered into or consented to by
the Master Servicer or the Special Servicer and delivered to the Trustee
pursuant to Section 3.20; (x) the most recent Appraisal for each Mortgaged
Property and REO Property that has been delivered to the


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<PAGE>

Trustee (all Appraisals of Mortgaged Properties and/or REO Properties shall, in
each case, be delivered to the Trustee by the Master Servicer or the Special
Servicer, as applicable, promptly following the subject Appraisal's having been
obtained or formulated); (xi) any and all Officer's Certificates and other
evidence delivered to or by the Trustee to support its, the Master Servicer's,
the Special Servicer's or any Fiscal Agent's, as the case may be, determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xii) a
current report from the Trustee listing all outstanding exceptions to the
Mortgage File review conducted pursuant to Section 2.02; and (xiii) any other
information that may be necessary to satisfy the requirements of subsection
(d)(4)(i) of Rule 144A under the Securities Act. The Trustee shall provide
copies of any and all of the foregoing items upon request of any of the parties
set forth in the previous sentence; however, except in the case of the Rating
Agencies, the Trustee shall be permitted to require payment of a sum sufficient
to cover the reasonable costs and expenses of providing such copies. If
necessary, the Trustee shall request from the Master Servicer, and within a
reasonable period following its receipt of such request, the Master Servicer
shall deliver, copies of the items listed in clauses (vi) and (vii) above to the
Trustee.

          In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 8.12(b), the
Trustee shall require: (a) in the case of Certificateholders or Certificate
Owners, a written confirmation executed by the requesting Person substantially
in the form of Exhibit K-1 hereto (or such other form as may be reasonably
acceptable to the Trustee) generally to the effect that such Person is a holder
or a beneficial holder of Certificates and, subject to the last sentence of this
paragraph, will keep such information confidential, except that such
Certificateholder or Certificate Owner may provide such information to its
auditors, legal counsel and regulators and to any other Person that holds or is
contemplating the purchase of any Certificate or interest therein (provided that
such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential); and (b) in
the case of a prospective purchaser of a Certificate or an interest therein,
confirmation executed by the requesting Person substantially in the form of
Exhibit K-2 hereto (or such other form as may be reasonably acceptable to the
Trustee) generally to the effect that such Person is a prospective purchaser of
a Certificate or an interest therein, is requesting the information for use in
evaluating a possible investment in Certificates and, subject to the last
sentence of this paragraph, will otherwise keep such information confidential.
Notwithstanding the foregoing, no Certificateholder, Certificate Owner or
prospective Certificateholder or Certificate Owner need keep confidential any
information received from the Trustee pursuant to this Section 8.12(b) that has
previously been filed with the Commission, and the Trustee shall not require
either of the certifications contemplated by the second preceding sentence in
connection with providing any information pursuant to this Section 8.12(b) that
has previously been filed with the Commission.

          (c) None of the Trustee, the Master Servicer or the Special Servicer
shall be liable for providing or disseminating information in accordance with
the terms of this Agreement.

          SECTION 8.13. Appointment of Fiscal Agent.

          (a) Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may appoint, at the Trustee's own
expense, a Fiscal Agent for purposes of making Advances hereunder that are
otherwise required to be made by the Trustee. Any Fiscal Agent shall at all
times maintain a long-term unsecured debt rating of no less than "Aa3" from
Moody's and "AA" from Fitch (or, in the case of either Rating Agency, such lower
rating as will not result in an


                                     -263-

<PAGE>

Adverse Rating Event with respect to any Class of Rated Certificates (as
confirmed in writing to the Trustee and the Depositor by such Rating Agency)).
Any Person so appointed by the Trustee pursuant to this Section 8.13(a) shall
become the Fiscal Agent on the date as of which the Trustee and the Depositor
have received: (i) if the long-term unsecured debt of the designated Person is
not rated at least "Aa3" by Moody's and "AA" by Fitch, written confirmation from
each Rating Agency that the appointment of such designated Person will not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates; (ii) a written agreement whereby the designated Person is
appointed as, and agrees to assume and perform the duties of, Fiscal Agent
hereunder, executed by such designated Person and the Trustee (such agreement,
the "Fiscal Agent Agreement"); and (iii) an Opinion of Counsel (which shall be
paid for by the designated Person or the Trustee) substantially to the effect
that (A) the appointment of the designated Person to serve as Fiscal Agent is in
compliance with this Section 8.13, (B) the designated Person is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (C) the related Fiscal Agent Agreement has been duly authorized,
executed and delivered by the designated Person and (D) upon execution and
delivery of the related Fiscal Agent Agreement, the designated Person shall be
bound by the terms of this Agreement and, subject to customary bankruptcy and
insolvency exceptions and customary equity exceptions, that this Agreement shall
be enforceable against the designated Person in accordance with its terms. Any
Person that acts as Fiscal Agent shall, for so long as it so acts, be deemed a
party to this Agreement for all purposes hereof. Pursuant to the related Fiscal
Agent Agreement, each Fiscal Agent, if any, shall make representations and
warranties with respect to itself that are comparable to those made by the
Trustee pursuant to Section 2.07. Notwithstanding anything contained in this
Agreement to the contrary, any Fiscal Agent shall be entitled to all limitations
on liability, rights of reimbursement and indemnities to which the Trustee is
entitled hereunder (including pursuant to Sections 8.05(b) and 8.05(c)) as if it
were the Trustee.

          (b) To the extent that the Trustee is required, pursuant to the terms
of this Agreement, to make any Advance, whether as successor Master Servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent (if any) shall make such Advance when and as required by the terms
of this Agreement on behalf the Trustee as if such Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent (if any) makes an Advance
pursuant to this Section 8.13 or otherwise pursuant to this Agreement, the
obligations of the Trustee under this Agreement in respect of such Advance shall
be satisfied.

          (c) Notwithstanding anything contained in this Agreement to the
contrary, any Fiscal Agent shall be entitled to all limitations on liability,
rights of reimbursement and indemnities to which the Trustee is entitled
hereunder (including pursuant to Sections 8.05(b) and 8.05(c)) as if it were the
Trustee, except that all fees and expenses of any Fiscal Agent (other than
interest owed to such Fiscal Agent in respect of unreimbursed Advances) incurred
by such Fiscal Agent in connection with the transactions contemplated by this
Agreement shall be borne by the Trustee, and neither the Trustee nor such Fiscal
Agent shall be entitled to reimbursement therefor from any of the Trust, the
Depositor, the Master Servicer or the Special Servicer.

          (d) The obligations of any Fiscal Agent set forth in this Section 8.13
or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it shall act as Trustee hereunder. Any Fiscal Agent may
resign or be removed by the Trustee only if and when the existence of such
Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility
requirements of Section 8.06; provided that any Fiscal Agent shall be deemed to
have resigned at such


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time as the Trustee that appointed it resigns or is removed as Trustee hereunder
(in which case the responsibility for appointing a successor Fiscal Agent in
accordance with this Section 8.13(a) shall belong to the successor Trustee
insofar as such appointment is necessary for such successor Trustee to satisfy
the eligibility requirements of Section 8.06).

          (e) The Trustee shall promptly notify the other parties hereto and the
Certificateholders in writing of the appointment, resignation or removal of any
Fiscal Agent.

          SECTION 8.14. Filings with the Securities and Exchange Commission.

          (a) With respect to the Trust's fiscal year 2003 (and any other
subsequent fiscal year for the Trust, if as of the beginning of such other
subsequent fiscal year for the Trust, the Registered Certificates are held
(directly or, in the case of Registered Certificates held in book-entry form,
through the Depositary) by at least 300 Holders and/or Depositary Participants
having accounts with the Depositary, or if reporting under the Exchange Act is
required during or for, as applicable, such fiscal year because the Trustee
failed to make the requisite filing suspending such reporting), the Trustee
shall:

               (i) with respect to each Distribution Date during such fiscal
     year, in accordance with the Exchange Act, the rules and regulations
     promulgated thereunder and applicable "no-action letters" issued by the
     Commission, prepare for filing, execute on behalf of the Trust and properly
     and timely file with the Commission monthly, with respect to the Trust, a
     Current Report on Form 8-K, which shall include as an exhibit a copy of the
     Trustee Report disseminated by the Trustee on such Distribution Date and
     such other items as the Depositor may reasonably request;

               (ii) during such fiscal year, (A) monitor for and promptly notify
     the Depositor of the occurrence or existence of any of the matters
     identified in Section 11.09(a) and/or Section 8.14(c) (in each case to the
     extent that a Responsible Officer of the Trustee has actual knowledge
     thereof), (B) cooperate with the Depositor in obtaining all necessary
     information in order to enable the Depositor to prepare a Current Report on
     Form 8-K reporting any such matter in accordance with the Exchange Act, the
     rules and regulations promulgated thereunder and applicable "no-action
     letters" issued by the Commission, and (C) execute on behalf of the Trust
     and promptly file with the Commission any such Current Report on Form 8-K
     prepared by or on behalf of the Depositor and delivered to the Trustee;

               (iii) at the reasonable request of, and in accordance with the
     reasonable directions of, any other party hereto, prepare for filing and
     promptly file with the Commission an amendment to any Current Report on
     Form 8-K previously filed with the Commission with respect to the Trust;
     and

               (iv) prepare and properly file with the Commission on or before
     the due date specified by the Commission, with respect to the Trust, an
     Annual Report on Form 10-K, which complies in all material respects with
     the requirements of the Exchange Act, the rules and regulations promulgated
     thereunder and applicable "no-action letters" issued by the Commission,
     which shall include as exhibits the Officer's Certificates and Accountant's
     Statements delivered pursuant to Section 3.13 and Section 3.14,
     respectively, with respect to the Master Servicer and the Special Servicer
     for such fiscal year, and which shall further include such certification(s)
     as may be required under the Sarbanes-Oxley Act of 2002 and any rules
     promulgated by, or


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     interpretive guidance from, the Commission (such certification(s),
     individually and collectively, insofar as they are required to be part of
     any particular Annual Report on Form 10-K, a "Sarbanes-Oxley
     Certification") (which Sarbanes-Oxley Certifications shall be signed by the
     party or parties contemplated by this Section 8.14);

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable for (or readily convertible to a format suitable for) electronic filing
via the EDGAR system (including "ASCII", "Microsoft Excel" (solely in the case
of reports from the Master Servicer or the Special Servicer pursuant to Section
3.12), "Microsoft Word" or another format reasonably acceptable to the Trustee)
and shall not have any responsibility to convert any such items to such format
(other than those items generated by it or readily convertible to such format)
and (y) the Depositor shall be responsible for preparing, executing and filing
(via the EDGAR system within 15 days following the Closing Date) a Current
Report on Form 8-K reporting the establishment of the Trust and whereby this
Agreement is filed as an exhibit. Each of the other parties to this Agreement
shall deliver to the Trustee in the format required for (or readily convertible
to a format suitable for) electronic filing via the EDGAR system (including
"ASCII", "Microsoft Excel" (solely in the case of reports from the Master
Servicer or the Special Servicer pursuant to Section 3.12), "Microsoft Word" or
another format reasonably acceptable to the Trustee) any and all items
contemplated to be filed with the Commission pursuant to this Section 8.14(a).

          (b) All Annual Reports on Form 10-K with respect to the Trust shall
include any certification (the "Sarbanes-Oxley Certification") required to be
included therewith pursuant to the Sarbanes-Oxley Act of 2002, and the rules and
regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff) and a copy of such
Sarbanes-Oxley Certification shall be provided to the Rating Agencies. An
officer of the Depositor shall sign the Sarbanes-Oxley Certification. The
Depositor hereby grants to the Trustee a limited power of attorney to execute
and file such Annual Report on Form 10-K on behalf of the Depositor, which power
of attorney shall continue until the earlier of (i) receipt by the Trustee from
the Depositor of written notice terminating such power of attorney or (ii) the
termination of the Trust. The Master Servicer, the Special Servicer and the
Trustee (each, a "Performing Party") shall provide to the Person who signs the
Sarbanes-Oxley Certification (the "Certifying Person") a certification (each, a
"Performance Certification"), in the form set forth on Exhibit M hereto (with
respect to the Master Servicer and the Trustee) or in the form set forth on
Exhibit A to Exhibit M hereto (with respect to the Special Servicer), as
applicable, on which the Certifying Person, the Depositor (if the Certifying
Person is an individual), and the Depositor's partner, representative,
Affiliate, member, manager, director, officer, employee or agent (collectively
with the Certifying Person, "Certification Parties") can rely. The Trustee's
certification with respect to items 1 through 3 of Exhibit M hereto shall relate
to distribution information, and the Master Servicer's certification with
respect to items 4 and 5 of Exhibit M hereto shall relate to servicing
information. Notwithstanding the foregoing, nothing in this paragraph shall
require any Performing Party to (i) certify or verify the accurateness or
completeness of any information provided to such Performing Party by third
parties, (ii) to certify information other than to such Performing Party's
knowledge and in accordance with such Performing Party's responsibilities
hereunder or under any other applicable servicing agreement or (iii) with
respect to completeness of information and reports, to certify anything other
than that all fields of information called for in written reports prepared by
such Performing Party have been completed except as they have been left blank on
their face. In addition, if directed by the Depositor, such Performing Party
shall provide an identical certification to Depositor's certified public
accountants that such Performing Party provided to its own


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<PAGE>

certified public accountants to the extent such certification relates to the
performance of such Performing Party's duties pursuant to this Agreement or a
modified certificate limiting the certification therein to the performance of
such Performing Party's duties pursuant to this Agreement. In the event any
Performing Party is terminated or resigns pursuant to the terms of this
Agreement, such Performing Party shall provide a Performance Certification to
the Depositor pursuant to this Section 8.14(b) with respect to the period of
time such Performing Party was subject to this Agreement.

          (c) At all times during the Trust's fiscal year 2003 (and, if as of
the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, or if reporting
under the Exchange Act is required during or for, as applicable, any other
fiscal year because the Trustee failed to make the requisite filing suspending
such reporting, at all times during such other fiscal year), the Trustee shall
monitor for and promptly notify the Depositor of the occurrence or existence of
any of the following matters of which a Responsible Officer of the Trustee has
actual knowledge:

               (i) any failure of the Trustee to make any monthly distributions
     to the Holders of any Class of Certificates, which failure is not otherwise
     reflected in the Certificateholder Reports filed with the Commission or has
     not otherwise been reported to the Depositor pursuant to any other Section
     of this Agreement;

               (ii) any acquisition or disposition by the Trust of a Pooled
     Mortgage Loan or an REO Property, which acquisition or disposition has not
     otherwise been reflected in the Certificateholder Reports filed with the
     Commission or has not otherwise been reported to the Depositor pursuant to
     any other Section of this Agreement;

               (iii) any other acquisition or disposition by the Trust of a
     significant amount of assets (other than Permitted Investments, Pooled
     Mortgage Loans and REO Properties), other than in the normal course of
     business;

               (iv) any change in the fiscal year of the Trust;

               (v) any material legal proceedings, other than ordinary routine
     litigation incidental to the business of the Trust, to which the Trust (or
     any party to this Agreement on behalf of the Trust) is a party or of which
     any property included in the Trust Fund is subject, or any threat by a
     governmental authority to bring any such legal proceedings;

               (vi) any event of bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities, or similar proceedings in respect of
     or pertaining to the Trust or any party to this Agreement, or any actions
     by or on behalf of the Trust or any party to this Agreement indicating its
     bankruptcy, insolvency or inability to pay its obligations; and

               (vii) any change in the rating or ratings assigned to any Class
     of Certificates not otherwise reflected in the Certificateholder Reports
     filed with the Commission;

provided that (x) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited to circumstances where it would be reasonable for the


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<PAGE>

Trustee to identify such property as an asset of, or as securing an asset of,
the Trust or such threatened proceedings as concerning the Trust and (y) no
Responsible Officer of the Trustee shall be deemed to have actual knowledge of
the matters described in clauses (vi) and (vii) of this Section 8.14(c) unless
such Responsible Officer was notified in writing.

          (d) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2003), the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depositary) by less than 300 Holders and/or Depositary Participants having
accounts with the Depositary, the Trustee shall, in accordance with the Exchange
Act and the rules and regulations promulgated thereunder, timely file a Form 15
with respect to the Trust notifying the Commission of the suspension of the
reporting requirements under the Exchange Act.

          (e) Nothing contained in this Section 8.14 shall be construed to
require any party to this Agreement (other than the Depositor), or any of such
party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification.
The failure of any party to this Agreement, or any of such party's officers, to
execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded
as a breach by such party of any of its obligations under this Agreement. The
Depositor, each Performing Party and the Trustee hereby agree to negotiate in
good faith with respect to compliance with any further guidance from the
Commission or its staff relating to the execution of any Form 10-K and any
Sarbanes-Oxley Certification. In the event such parties agree on such matters,
this Agreement shall be amended to reflect such agreement pursuant to Section
11.01.

          (f) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.14 or (ii) negligence, bad faith or willful misconduct on the
part of such Performing Party in the performance of its obligations otherwise
hereunder. A Performing Party shall have no obligation to indemnify any
Certification Party for an inaccuracy in the Performance Certification of any
other Performing Party.

          (g) Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee hereby certifies that it intends to file
any Annual Report on Form 10-K with respect to the Trust for any particular
fiscal year on the last Business Day that is not more than 90 days following the
end of such fiscal year. Unless an alternative time period is provided for in
this Agreement, the respective parties hereto shall deliver to the Trustee, at
least 10 Business Days prior to the date on which the Trustee intends to file
any Annual Report on Form 10-K as contemplated by Section 8.14(a), any items
required to be delivered by such party that are to be an exhibit to such Annual
Report on Form 10-K. The Trustee hereby notifies the Master Servicer and the
Special Servicer that an Annual Report on Form 10-K shall be required to be
filed with respect to the Trust for 2003.

          (h) The Master Servicer may, in accordance with such reasonable rules
and procedures as it may adopt, also make available through its internet website
or otherwise, any additional information relating to the Mortgage Loans, the
Mortgaged Properties or the Borrowers, for review by the Depositor, the Rating
Agencies and any other Persons to whom the Master Servicer believes such
disclosure is appropriate, in each case except to the extent doing so is
prohibited by applicable law or by the related Mortgage Loan.


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<PAGE>

          (i) The Master Servicer and the Special Servicer may make available
the following items, in electronic form or otherwise, upon request and, except
in the case of a Rating Agency, at the expense of the requesting party, to the
Depositor, the Trustee, the Rating Agencies, any Certificateholder, any
Certificate Owner, any prospective transferee of a Certificate or an interest
therein and any other Persons to whom the Master Servicer or the Special
Servicer, as applicable, believes such disclosure to be appropriate: (i) all
financial statements, occupancy information, rent rolls, retail sales
information, average daily room rates and similar information received by the
Master Servicer or the Special Servicer, as applicable, from each Borrower, (ii)
the inspection reports prepared by or on behalf of the Master Servicer or the
Special Servicer, as applicable, in connection with the property inspections
pursuant to Section 3.12, (iii) any and all modifications, waivers and
amendments of the terms of a Mortgage Loan entered into by the Master Servicer
or the Special Servicer, as applicable and (iv) any and all officer's
certificates and other evidence delivered to the Trustee and the Depositor to
support the Master Servicer's determination that any Advance was, or if made
would be, a Nonrecoverable Advance; provided, however, that nothing in this
Section 8.14(i) shall be deemed or construed to otherwise limit the obligations
of the Master Servicer and the Special Servicer under this Agreement to deliver
to any Person any of the items set forth in clauses (i) through (iv) above.

          (j) Notwithstanding the obligations of the Master Servicer and the
Special Servicer set forth in the preceding two subsections of this Section
8.14, the Master Servicer and the Special Servicer may withhold any information
not yet included in a Form 8-K filed with the Commission or otherwise made
publicly available with respect to which the Trustee, the Special Servicer or
the Master Servicer has determined that such withholding is appropriate.

          (k) Notwithstanding anything to the contrary in this Agreement, as a
condition to the Master Servicer or Special Servicer making any report or
information available upon request to any Person other than the parties hereto,
the Master Servicer and Special Servicer may require that the recipient of such
information acknowledge that the Master Servicer and Special Servicer may
contemporaneously provide such information to the Depositor, the Trustee, the
Underwriters, any Rating Agency, the Certificateholders and/or the Certificate
Owners. Each of the Master Servicer and the Special Servicer may condition such
disclosure upon the recipient delivering a certification substantially in the
form of Exhibit K-1 to the Trustee (with a copy to the Master Servicer) or
otherwise entering into a reasonable and customary confidentiality agreement
reasonably acceptable to such servicer regarding such disclosure to it. In
connection with providing access to its internet website, the Master Servicer
may require registration and the acceptance of a disclaimer and otherwise
(subject to the preceding sentence) adopt reasonable rules and procedures, which
may include, to the extent the Master Servicer deems necessary or appropriate,
conditioning access on execution of an agreement governing the availability, use
and disclosure of such information, and which may provide indemnification to the
Master Servicer for any liability or damage that may arise therefrom. Any
transmittal of information by the Master Servicer or Special Servicer to any
Person other than the Trustee, the Rating Agencies or the Depositor shall be
accompanied by a letter from the Master Servicer or Special Servicer containing
the following provision:

          "By receiving the information set forth herein, you hereby acknowledge
          and agree that the United States securities laws restrict any person
          who possesses material, non-public information regarding the Trust
          which issued Credit Suisse First Boston Mortgage Securities Corp.,
          Commercial Mortgage Pass-Through Certificates, Series 2003-CK2 from
          purchasing or selling such Certificates in


                                     -269-

<PAGE>

          circumstances where the other party to the transaction is not also in
          possession of such information. You also acknowledge and agree that
          such information is being provided to you for the purposes of, and
          such information may be used only in connection with, evaluation by
          you or another Certificateholder or prospective purchaser of such
          Certificates or beneficial interest therein."

The Master Servicer and the Special Servicer may, in its discretion, make
available by hard copy, electronic media, internet website or bulletin board
service certain information and may make available by hard copy, electronic
media, internet website or bulletin board service (in addition to making such
information available as provided herein) any reports or information that the
Master Servicer or the Special Servicer is required by this Agreement to provide
to the Trustee, any of the Rating Agencies, the Depositor and anyone the
Depositor reasonably designates.


                                     -270-

<PAGE>

                                   ARTICLE IX

                                   TERMINATION

          SECTION 9.01. Termination Upon Repurchase or Liquidation of All Pooled
                        Mortgage Loans.

          (a) Subject to Section 9.02, the Trust and the respective obligations
and responsibilities under this Agreement of the parties hereto (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by or on
behalf of the Trustee and required hereunder to be so paid on the Distribution
Date following the earlier to occur of: (i) the purchase by the Master Servicer,
the Special Servicer or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders of all Pooled Mortgage Loans and each
REO Property remaining in the Trust Fund at a price (the "Termination Price")
equal to (A) the aggregate Purchase Price of all the Pooled Mortgage Loans
remaining in the Trust Fund (exclusive of any Pooled REO Loan(s)), plus (B) the
appraised value of each REO Property, if any, included in the Trust Fund, such
appraisal to be conducted by a Qualified Appraiser selected by the Special
Servicer and approved by the Trustee and the Master Servicer, minus (C) if the
purchaser is the Master Servicer or the Special Servicer, the aggregate amount
of unreimbursed Advances made by such Person, together with any unpaid Advance
Interest in respect of such unreimbursed Advances and any unpaid servicing
compensation payable (including Excess Servicing Strip) to such Person (which
items shall be deemed to have been paid or reimbursed to the Master Servicer or
the Special Servicer, as the case may be, in connection with such purchase);
(ii) the exchange by the Sole Certificateholder(s) of all the Certificates for
all Pooled Mortgage Loans and each REO Property remaining in the Trust Fund; and
(iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Pooled Mortgage Loan or REO Property remaining in the Trust
Fund; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof.

          (b) Any single Controlling Class Certificateholder or group of
Controlling Class Certificateholders, the Master Servicer or the Special
Servicer, in that order of preference, may at its option elect to purchase all
the Pooled Mortgage Loans and each REO Property remaining in the Trust Fund as
contemplated by clause (i) of Section 9.01(a) by giving written notice to the
other parties hereto (and, in the case of an election by the Master Servicer or
the Special Servicer, to the Holders of the Controlling Class) no later than 60
days prior to the anticipated date of purchase; provided, however, that the
aggregate Stated Principal Balance of the Mortgage Pool at the time of such
election is less than 1.0% of the Initial Pool Balance; and provided, further,
that within 30 days after written notice of such election is so given, no Person
with a higher right of priority to make such an election does so; and provided,
further, that if more than one Controlling Class Certificateholder or group of
Controlling Class Certificateholders desires to purchase all of the Pooled
Mortgage Loans and any REO Properties remaining in the Trust Fund, preference
shall be given to the Controlling Class Certificateholder or group of
Controlling Class Certificateholders with the largest Percentage Interest in the
Controlling Class. If the Trust is to be terminated in connection with the
purchase of all the Pooled Mortgage Loans and each REO Property remaining in the
Trust Fund by the Master Servicer, the Special Servicer or any Controlling Class
Certificateholder(s), such Person(s) shall: (i) deliver to the Master Servicer
for


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<PAGE>

deposit (or, if the Master Servicer is the purchaser, it shall deposit) in the
Collection Account (after the Determination Date, and prior to the Master
Servicer Remittance Date, relating to the anticipated Final Distribution Date)
an amount in immediately available funds equal to the Termination Price; and
(ii) shall reimburse all of the parties hereto (other than itself, if
applicable) for all reasonable out-of-pocket costs and expenses incurred by such
parties in connection with such purchase. On the Master Servicer Remittance Date
for the Final Distribution Date, the Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred by it to such
account on such Master Servicer Remittance Date from the Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in the Collection Account that would otherwise be held for
future distribution. Upon confirmation that the deposit of the Termination Price
has been made to the Collection Account and the reimbursement contemplated by
the second preceding sentence has been made to the parties hereto, the Trustee
shall release or cause to be released to the purchasing party (or its designee)
the Mortgage Files for the remaining Pooled Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the
purchasing party as shall be necessary to effectuate transfer of the remaining
Pooled Mortgage Loans and REO Properties to the purchasing party (or its
designee).

          Following the date on which the aggregate Certificate Principal
Balance of the Registered Certificates is reduced to zero, the Sole
Certificateholder(s) shall have the right to exchange all of the Certificates
for all of the Pooled Mortgage Loans and each REO Property remaining in the
Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written
notice to all the parties hereto no later than 60 days prior to the anticipated
date of exchange. In the event that the Sole Certificateholder(s) elect(s) to
exchange all of the Certificates for all of the Pooled Mortgage Loans and each
REO Property remaining in the Trust Fund in accordance with the preceding
sentence, such Sole Certificateholder(s), not later than the second Business Day
prior to the Distribution Date on which the final distribution on the
Certificates is to occur, shall deposit in the Collection Account an amount in
immediately available funds equal to all amounts then due and owing to the
Depositor, the Master Servicer, the Special Servicer, the Trustee and/or any
Fiscal Agent hereunder that may be withdrawn from the Collection Account,
pursuant to Section 3.05(a), or that may be withdrawn from the Distribution
Account pursuant to Section 3.05(b), but only to the extent that such amounts
are not already on deposit in the Collection Account. In addition, the Master
Servicer shall transfer to the Distribution Account all amounts required to be
transferred by it to such account on such Master Servicer Remittance Date from
the Collection Account pursuant to the first paragraph of Section 3.04(b). Upon
confirmation that such final deposits have been made and following the surrender
of all the Certificates on the Final Distribution Date, the Trustee shall
release or cause to be released to the Sole Certificateholder(s) or any designee
thereof, the Mortgage Files for the remaining Pooled Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by
the Sole Certificateholder(s) as shall be necessary to effectuate transfer of
the remaining Pooled Mortgage Loans and REO Properties to the Sole
Certificateholder(s) (or any designee thereof).

          (c) Notice of any termination shall be given promptly by the Trustee
by letter to Certificateholders mailed (x) if such notice is given in connection
with the purchase of all the Pooled Mortgage Loans and each REO Property
remaining in the Trust Fund by the Master Servicer, the Special Servicer or any
Controlling Class Certificateholder(s), not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final
distribution on the Certificates and (y) otherwise during the month of such
final distribution on or before the Master Servicer Remittance Date in such
month, in any event specifying (i) the Distribution Date upon which the Trust
Fund will


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<PAGE>

terminate and final payment on the Certificates will be made, (ii) the amount of
any such final payment in respect of each Class of Certificates and (iii) that
the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein designated. The
Trustee shall give such notice to the other parties hereto, the holder of the
Great Lakes Crossing Companion Mortgage Loan and the B-Note Mortgage Loan
Holders at the time such notice is given to Certificateholders.

          (d) Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts on
deposit in the Distribution Account that is allocable to payments on the
relevant Class in accordance with Section 4.01. Any funds not distributed to any
Holder or Holders of Certificates of any Class on the Final Distribution Date
because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held uninvested in trust and credited to
the account or accounts of the appropriate non-tendering Holder or Holders. If
any Certificates as to which notice has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such reasonable steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall be
paid out of such funds. No interest shall accrue or be payable to any former
Holder on any amount held in trust hereunder. If by the second anniversary of
the delivery of such second notice, all of the Certificates shall not have been
surrendered for cancellation, then, subject to applicable escheat laws, the
Trustee shall distribute to the Class R Certificateholders all unclaimed funds
and other assets which remain subject hereto.

          SECTION 9.02. Additional Termination Requirements.

          (a) If the Master Servicer, the Special Servicer or a Controlling
Class Certificateholder purchases, or the Sole Certificateholder(s) exchange all
of the Certificates for, all the Pooled Mortgage Loans and each REO Property
remaining in the Trust Fund as provided in Section 9.01, the Trust and each
REMIC Pool shall be terminated in accordance with the following additional
requirements, unless the purchasing party obtains at its own expense and
delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to the
effect that the failure of the Trust to comply with the requirements of this
Section 9.02 will not result in an Adverse REMIC Event with respect to any REMIC
Pool:

               (i) the Trustee shall specify the first day in the 90-day
     liquidation period in a statement attached to the final Tax Return for each
     REMIC Pool, pursuant to Treasury regulation section 1.860F-1 and shall
     satisfy all requirements of a qualified liquidation under Section 860F of
     the Code and any regulations thereunder (as evidenced by an Opinion of
     Counsel to such effect delivered on behalf and at the expense of the
     purchasing party);


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               (ii) during such 90-day liquidation period and at or prior to the
     time of making the final payment on the Certificates, the Trustee shall
     sell or otherwise transfer all the Pooled Mortgage Loans and each REO
     Property remaining in the Trust Fund to the applicable Person, in exchange
     for cash and/or Certificates in accordance with Section 9.01; and

               (iii) immediately following the making of the final payment on
     the Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Holders of the Class R Certificates all
     remaining cash on hand (other than cash retained to meet claims), and each
     REMIC Pool shall terminate at that time.

          (b) By their acceptance of Certificates, the Holders hereby authorize
the Trustee to prepare and adopt, on behalf of the Trust, a plan of complete
liquidation of each REMIC Pool in accordance with the terms and conditions of
this Agreement, which authorization shall be binding upon all successor
Certificateholders.


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<PAGE>

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

          SECTION 10.01. Tax Administration.

          (a) The Trustee shall elect to treat each REMIC Pool as a REMIC under
the Code and, if necessary, under applicable state law. Each such election will
be made on IRS Form 1066 or other appropriate federal tax or information return
or any appropriate state Tax Returns for the taxable year ending on the last day
of the calendar year in which the Certificates are issued.

          (b) The Plurality Class R Certificateholder is hereby designated as
the Tax Matters Person of each REMIC Pool and, in such capacity, shall be
responsible to act on behalf of such REMIC Pool in relation to any tax matter or
controversy, to represent such REMIC Pool in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority, to request an administrative adjustment as to any taxable year of
such REMIC Pool, to enter into settlement agreements with any governmental
taxing agency with respect to such REMIC Pool, to extend any statute of
limitations relating to any tax item of such REMIC Pool and otherwise to act on
behalf of such REMIC Pool in relation to any tax matter or controversy involving
such REMIC Pool; provided that the Trustee is hereby irrevocably appointed and
agrees to act (in consultation with the Tax Matters Person for each REMIC Pool)
as agent and attorney-in-fact for the Tax Matters Person for each REMIC Pool in
the performance of its duties as such. The legal expenses and costs of any
action described in this Section 10.01(b) and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust payable out of amounts on
deposit in the Distribution Account as provided by Section 3.05(b) unless such
legal expenses and costs are incurred by reason of a Tax Matters Person's or the
Trustee's misfeasance, bad faith or negligence in the performance of, or such
Person's negligent disregard of, its obligations or are expressly provided by
this Agreement to be borne by any party hereto.

          (c) The Trustee shall prepare or cause to be prepared, execute and
file all of the Tax Returns in respect of each REMIC Pool (other than Tax
Returns required to be filed by the Master Servicer and/or the Special Servicer
pursuant to Section 3.09(g)) and all of the applicable income tax and other
information returns for each Grantor Trust Pool. The expenses of preparing and
filing such returns shall be borne by the Trustee without any right of
reimbursement therefor.

          (d) The Trustee shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, the REMIC Provisions or other compliance guidance
issued by the IRS or any state or local taxing authority. Included among such
duties, the Trustee shall provide: (i) to any Transferor of a Class R
Certificate, such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee; (ii) to the Certificateholders, such information or
reports as are required by the Code or the REMIC Provisions, including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required); and (iii) to the IRS, the name,
title, address and telephone number of the Person who will serve as the
representative of each REMIC Pool.

          (e) The Trustee shall take such action and shall cause each REMIC Pool
to take such action as shall be necessary to create or maintain the status
thereof as a REMIC under the REMIC


                                     -275-

<PAGE>

Provisions (and the other parties hereto shall assist it, to the extent
reasonably requested by the Trustee), to the extent that the Trustee has actual
knowledge that any particular action is required; provided that the Trustee
shall be deemed to have knowledge of relevant tax laws. The Trustee shall not
knowingly take or fail to take any action, or cause any REMIC Pool to take or
fail to take any action, that under the REMIC Provisions, if taken or not taken,
as the case may be, could result in an Adverse REMIC Event in respect of any
REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor Trust
Pool, unless the Trustee has received an Opinion of Counsel to the effect that
the contemplated action or non-action, as the case may be, will not result in an
Adverse REMIC Event or an Adverse Grantor Trust Event. None of the other parties
hereto shall take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event or an
Adverse Grantor Trust Event could occur with respect to such action. In
addition, prior to taking any action with respect to any REMIC Pool or the
assets thereof, or causing any REMIC Pool to take any action, which is not
contemplated by the terms of this Agreement, each of the other parties hereto
will consult with the Trustee, in writing, with respect to whether such action
could cause an Adverse REMIC Event or an Adverse Grantor Trust Event to occur,
and no such other party shall take any such action or cause any REMIC Pool to
take any such action as to which the Trustee has advised it in writing that an
Adverse REMIC Event or an Adverse Grantor Trust Event could occur. The Trustee
may consult with counsel to make such written advice, and the cost of same shall
be borne by the party seeking to take the action not permitted by this
Agreement.

          (f) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of state or local tax laws (other than any tax
permitted to be incurred by the Special Servicer on behalf of the Trust pursuant
to Section 3.17(a)), then such tax, together with all incidental costs and
expenses (including penalties and reasonable attorneys' fees), shall be charged
to and paid by: (i) the Trustee, if such tax arises out of or results from a
breach of any of its obligations under Article IV, Article VIII or this Article
X; (ii) any Fiscal Agent, if such tax arises out of or results from a breach of
any of its obligations under Article IV or this Article X; (iii) the Master
Servicer, if such tax arises out of or results from a breach by the Master
Servicer of any of its obligations under Article III or this Article X; (iv) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Article X;
or (v) the Trust, out of the Trust Fund (exclusive of the Grantor Trust Pools),
in all other instances. If any tax is imposed on any Grantor Trust Pool, such
tax, together with all incidental costs and expenses (including, without
limitation, penalties and reasonable attorneys' fees), shall be charged to and
paid by: (i) the Special Servicer, if such tax arises out of or results from a
breach by the Special Servicer of any of its obligations under Article III or
this Article X; (ii) the Master Servicer, if such tax arises out of or results
from a breach by the Master Servicer of any of its obligations under Article III
or this Article X; (iii) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Article X; (iv) any Fiscal Agent, if such tax arises out of or results
from a breach of any of its obligations under Article IV or this Article X; or
(v) the Trust, out of the portion of the Trust Fund constituting such Grantor
Trust Pool, in all other instances. Consistent with the foregoing, any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)
shall be charged to and paid by the Trust. Any such amounts payable by the Trust
in respect of taxes shall be paid by the Trustee out of amounts on deposit in
the Distribution Account.


                                     -276-

<PAGE>

          (g) The Trustee and, to the extent that records are maintained thereby
in the normal course of its business, each of the other parties hereto shall,
for federal income tax purposes, maintain books and records with respect to each
REMIC Pool and each Grantor Trust Pool on a calendar year and an accrual basis.

          (h) Following the Startup Day for each REMIC Pool, the Trustee shall
not (except as contemplated by Section 2.03) accept any contributions of assets
to any REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution) to the effect that the
inclusion of such assets in such REMIC Pool will not result in an Adverse REMIC
Event in respect of such REMIC Pool or an Adverse Grantor Trust Event with
respect to any Grantor Trust Pool.

          (i) None of the Master Servicer, the Special Servicer, the Trustee or
any Fiscal Agent shall consent to or, to the extent it is within the control of
such Person, permit: (i) the sale or disposition of any Pooled Mortgage Loan
(except in connection with (A) a Breach or Document Defect with respect to a
Pooled Mortgage Loan, (B) the foreclosure, default or reasonably foreseeable
material default of a Pooled Mortgage Loan, including the sale or other
disposition of a Mortgaged Property acquired by foreclosure, deed in lieu of
foreclosure or otherwise, (C) the bankruptcy of any REMIC Pool, or (D) the
termination of the Trust pursuant to Article IX of this Agreement); (ii) the
sale or disposition of any investments in any Investment Account for gain; or
(iii) the acquisition of any assets for the Trust (other than a Mortgaged
Property acquired through foreclosure, deed in lieu of foreclosure or otherwise
in respect of a defaulted Pooled Mortgage Loan, other than a Replacement Pooled
Mortgage Loan substituted for a Deleted Mortgage Loan and other than Permitted
Investments acquired in connection with the investment of funds in an Investment
Account or an interest in a single member limited liability company, as provided
in Section 3.16); in any event unless it has received an Opinion of Counsel (at
the expense of the party seeking to cause such sale, disposition, or
acquisition) to the effect that such sale, disposition, or acquisition will not
result in an Adverse REMIC Event in respect of any REMIC Pool or an Adverse
Grantor Trust Event with respect to any Grantor Trust Pool.

          (j) Except as otherwise permitted by Section 3.17(a), none of the
Master Servicer, the Special Servicer or the Trustee shall enter into any
arrangement by which any REMIC Pool will receive a fee or other compensation for
services or, to the extent it is within the control of such Person, permit any
REMIC Pool to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code. At all times as may be required by the Code,
each of the respective parties hereto (to the extent it is within its control)
shall ensure that substantially all of the assets of each REMIC Pool will
consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.

          (k) Within 30 days after the related Startup Day, the Trustee shall
prepare and file with the IRS, with respect to each REMIC Pool, IRS Form 8811
"Information Return for Real Estate Mortgage Investment Conduits (REMICs) and
Issuers of Collateralized Debt Obligations".

          (l) The parties intend that the portion of the Trust Fund consisting
of Post-ARD Additional Interest collected with respect to the Pooled ARD
Mortgage Loans and/or any successor Pooled REO Loans with respect thereto and
the Class V-1/2 Sub-Account shall constitute, and that the affairs of such
portion of the Trust Fund shall be conducted so as to qualify as, a Grantor
Trust, and the


                                     -277-

<PAGE>

provisions hereof shall be interpreted consistently with this intention. The
parties intend that the portion of the Trust Fund consisting of any RCKB Extra
Interest collected with respect to the Ritz-Carlton Key Biscayne Pooled Mortgage
Loan and the Class V-3/4 Sub-Account shall constitute, and that the affairs of
such portion of the Trust Fund shall be conducted so as to qualify as, a Grantor
Trust, and the provisions hereof shall be interpreted consistently with this
intention. The parties intend that the portion of the Trust Fund consisting of
the Additional Sully Place Yield Maintenance Contract Right, any Additional
Sully Place Yield Maintenance Amount collected in connection with the repurchase
of the Sully Place Pooled Mortgage Loan as a result of an Early Defeasance with
respect thereto and the Class A-X/SPPML Sub-Account shall constitute, and that
the affairs of such portion of the Trust Fund shall be conducted so as to
qualify as, a Grantor Trust, and the provisions hereof shall be interpreted
consistently with this intention. The Trustee shall also perform on behalf of
each Grantor Trust Pool all reporting and other tax compliance duties that are
the responsibility of such Grantor Trust Pool under the Code or any compliance
guidance issued by the IRS or any state or local taxing authorities. The
expenses of preparing and filing such returns shall be borne by the Trustee.

          (m) In connection with any repurchase of any Exhibit B-5 Mortgage Loan
or related REO Property as contemplated by Section 2.03(a), or any other sale or
other removal from the Trust Fund of an Exhibit B-5 Mortgage Loan or related REO
Property as contemplated by any other Section of this Agreement, the Trustee
shall effect a "qualified liquidation" of the related Loan REMIC in accordance
with the REMIC provisions.

          SECTION 10.02. Depositor, Master Servicer, Special Servicer and Fiscal
                         Agent to Cooperate with Trustee.

          (a) The Depositor shall provide or cause to be provided to the
Trustee, within 10 days after the Closing Date, all information or data that the
Trustee reasonably determines to be relevant for tax purposes as to the
valuations and issue prices of the Certificates, including the price, yield,
prepayment assumption and projected cash flow of the Certificates.

          (b) The Master Servicer, the Special Servicer and any Fiscal Agent
each shall furnish such reports, certifications and information in its
possession, and access to such books and records maintained thereby, as may
relate to the Certificates or the Trust Fund and as shall be reasonably
requested by the Trustee in order to enable it to perform its duties under this
Article X.


                                     -278-

<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

          SECTION 11.01. Amendment.

          (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be inconsistent with any other
provision herein or to correct any error, (iii) to make any other provisions
with respect to matters or questions arising hereunder which shall not be
inconsistent with the then existing provisions hereof, (iv) as evidenced by an
Opinion of Counsel delivered to the Trustee, the Master Servicer and the Special
Servicer, to relax or eliminate (A) any requirement hereunder imposed by the
REMIC Provisions (if the REMIC Provisions are amended or clarified such that any
such requirement may be relaxed or eliminated) or (B) any transfer restriction
imposed on the Certificates pursuant to Section 5.02(b) or Section 5.02(c) (if
applicable law is amended or clarified such that any such restriction may be
relaxed or eliminated), (v) as evidenced by an Opinion of Counsel delivered to
the Trustee, either (X) to comply with any requirements imposed by the Code or
any successor or amendatory statute or any temporary or final regulation,
revenue ruling, revenue procedure or other written official announcement or
interpretation relating to federal income tax laws or any such proposed action
which, if made effective, would apply retroactively to any REMIC Pool or any
Grantor Trust Pool at least from the effective date of such amendment, or (Y) to
avoid the occurrence of a prohibited transaction or to reduce the incidence of
any tax that would arise from any actions taken with respect to the operation of
any REMIC Pool or any Grantor Trust Pool, (vi) subject to Section 5.02(d)(iv),
to modify, add to or eliminate any of the provisions of Section 5.02(d)(i), (ii)
or (iii), (vii) to modify, add to or eliminate any of the provisions of Section
8.14 with respect to filings with the Commission, or (viii) to avoid an Adverse
Rating Event with respect to any Class of Rated Certificates; provided that no
such amendment may significantly change the activities of the Trust, and
provided, further, that any such amendment for the specific purposes described
in clause (iii), (iv) or (viii) above shall not adversely affect in any material
respect the interests of any Certificateholder or, unless it consents thereto in
writing, any third-party beneficiary to this Agreement or any provision hereof,
as evidenced by the Trustee's receipt of an Opinion of Counsel or, in the case
of a Class of Rated Certificates, written confirmation from each applicable
Rating Agency to the effect that such amendment shall not result in an Adverse
Rating Event with respect to any Class of Rated Certificates.

          (b) This Agreement may also be amended from time to time by the mutual
agreement of the parties hereto, with the consent of the Holders of Certificates
entitled to not less than 51% of the Voting Rights allocated to all of the
Classes that are materially affected by the amendment, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received or advanced on
Pooled Mortgage Loans and/or REO Properties which are required to be distributed
on any Certificate, without the


                                     -279-

<PAGE>

consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in clause (i) above, without the consent of the Holders
of all Certificates of such Class, (iii) modify the provisions of this Section
11.01 or the definition of "Servicing Standard", without the consent of the
Holders of all Certificates then outstanding, all the B-Note Mortgage Loan
Holders and the holder of the Great Lakes Crossing Companion Mortgage Loan, (iv)
significantly change the activities of the Trust, without the consent of the
Holders of Certificates entitled to not less than 51% of all the Voting Rights
(not taking into account Certificates held by the Depositor or any of its
Affiliates and/or agents), or (v) adversely affect in any material respect the
interests of any third-party beneficiary to this Agreement or any provision
herein, without the consent of such third-party beneficiary. Notwithstanding any
other provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or any Affiliate of the Depositor shall be entitled to the same
Voting Rights with respect to the matters described above as they would if
registered in the name of any other Person.

          (c) Notwithstanding any contrary provision of this Agreement, the
Trustee, the Master Servicer and the Special Servicer shall not consent to any
amendment to this Agreement unless each of them shall first have obtained or
been furnished with an Opinion of Counsel to the effect that neither such
amendment nor the exercise of any power granted to any party hereto in
accordance with such amendment will result in an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to any
Grantor Trust Pool.

          (d) Promptly after the execution and delivery of any amendment by all
parties thereto, the Trustee shall send a copy thereof to each
Certificateholder, the holder of the Great Lakes Crossing Companion Mortgage
Loan, each B-Note Mortgage Loan Holder and each Rating Agency.

          (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

          (f) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section 11.01 that affects its rights, duties and
immunities under this Agreement or otherwise.

          (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of
the Distribution Account.

          SECTION 11.02. Recordation of Agreement; Counterparts.

          (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee at the expense of the Trust (payable out of the
Distribution Account), but only if (i) the Master Servicer or the Special
Servicer, as applicable, determines in its reasonable good faith judgment, that
such recordation materially and beneficially affects the interests of the
Certificateholders and so informs the Trustee in writing and (ii) the
Controlling Class Representative consents. Notwithstanding the


                                     -280-

<PAGE>

foregoing, the holder of the Great Lakes Crossing Companion Mortgage Loan or a
B-Note Mortgage Loan Holder, at its expense, may record or cause the recordation
of this Agreement.

          (b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

          SECTION 11.03. Limitation on Rights of Certificateholders, Holder of
                         the Great Lakes Crossing Companion Mortgage Loan and
                         B-Note Mortgage Loan Holders.

          (a) The death or incapacity of any Certificateholder, the holder of
the Great Lakes Crossing Companion Mortgage Loan or any B-Note Mortgage Loan
Holder shall not operate to terminate this Agreement or the Trust, nor entitle
such Certificateholder's or B-Note Mortgage Loan Holder's legal representatives
or heirs or the legal representatives or heirs of the Great Lakes Crossing
Companion Mortgage Loan to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

          (b) No Certificateholder, no holder of the Great Lakes Crossing
Companion Mortgage Loan and no B-Note Mortgage Loan Holder shall have any right
to vote (except as expressly provided for herein) or in any manner otherwise
control the operation and management of the Trust Fund, or the obligations of
the parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders, the holder of the Great Lakes Crossing Companion Mortgage
Loan and/or the B-Note Mortgage Loan Holders from time to time as partners or
members of an association; nor shall any Certificateholder, holder of the Great
Lakes Crossing Companion Mortgage Loan or B-Note Mortgage Loan Holder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

          (c) No Certificateholder, no holder of the Great Lakes Crossing
Companion Mortgage Loan and no B-Note Mortgage Loan Holder shall have any right
by virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement
or any Mortgage Loan, unless, with respect to any suit, action or proceeding
upon or under or with respect to this Agreement, such Certificateholder, such
holder of the Great Lakes Crossing Companion Mortgage Loan or such B-Note
Mortgage Loan Holder, as the case may be, previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Certificateholders entitled to at least 25% of the Voting
Rights, the holder of the Great Lakes Crossing Companion Mortgage Loan or such
B-Note Mortgage Loan Holder, as the case may be, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of


                                     -281-

<PAGE>

Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of any
other Holders of Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder (which priority or preference is not
otherwise provided for herein), or to enforce any right under this Agreement,
except in the manner herein provided and for the equal, ratable and common
benefit of all Certificateholders. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

          SECTION 11.04. Governing Law.

          This Agreement and the Certificates shall be construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. The
parties hereto intend that the provisions of Section 5-1401 of the New York
General Obligations Law shall apply to this Agreement.

          SECTION 11.05. Notices.

          Any communications provided for or permitted hereunder shall be in
writing (including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to or, in the case of
telecopy notice, when received: (i) in the case of the Depositor, Credit Suisse
First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th Floor, New York,
New York 10010, Attention: Edmund Taylor, telecopy number: (212) 743-4756 (with
a copy to Pamela McCormack, telecopy number: (917) 326-7805); (ii) in the case
of the Master Servicer and the Special Servicer, KeyCorp Real Estate Capital
Markets, Inc. d/b/a KeyBank Real Estate Capital, 911 Main Street, Suite 1500,
Kansas City, Missouri 64105, telecopy number: (816) 221-8848, Attention: E.J.
Burke (with a copy to Robert C. Bowes, KeyBank National Association, 127 Public
Square, Cleveland, Ohio 44114, telecopy: (216) 689-5681); (iii) in the case of
the Trustee, Wells Fargo Bank Minnesota, N.A., 11000 Broken Land Parkway,
Columbia, Maryland 21044-3562, Attention: Corporate Trust Administration (CMBS)
- Credit Suisse First Boston Mortgage Securities Corp. Series 2003-CK2, telecopy
number (410) 884-2360; (iv) in the case of the Rating Agencies, (A) Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
Commercial MBS Monitoring Department, telecopy number (212) 553-0300, and (B)
Fitch, Inc., One State Street Plaza, 31st Floor, New York, New York 10004,
Attention: Zanda Lynn, telecopy number: (212) 908-0601; (v) in the case of
Column, the address for notices to Column under the First Mortgage Loan Purchase
Agreement and, in the case of KeyBank, the address for notices to KeyBank under
the Second Mortgage Loan Purchase Agreement; (vi) in the case of the Column
Performance Guarantor, the address for notices to the Column Performance
Guarantor under the Column Performance Guarantee; and (vii) in the case of the
initial Controlling Class Representative, Allied Capital Corporation, 1919
Pennsylvania Avenue N.W., 3rd Floor, Washington, D.C. 20006, Attention: John
Scheurer, telecopy number: (202) 466-1834; or as to each such Person such other
address and/or telecopy number as may hereafter be furnished by such Person to
the parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register.


                                     -282-

<PAGE>

          SECTION 11.06. Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenant(s), agreement(s), provision(s) or term(s) shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.

          SECTION 11.07. Successors and Assigns; Beneficiaries.

          The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto, their respective successors and assigns and,
as third-party beneficiaries (with all right to enforce the obligations
hereunder intended for their benefit as if a party hereto), the B-Note Mortgage
Loan Holders, the holder of the Great Lakes Crossing Companion Mortgage Loan,
the Underwriters, the Designated Sub-Servicers and the non-parties referred to
in Sections 6.03 and 8.05, and all such provisions shall inure to the benefit of
the Certificateholders. No other person, including any Borrower, shall be
entitled to any benefit or equitable right, remedy or claim under this
Agreement.

          SECTION 11.08. Article and Section Headings.

          The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

          SECTION 11.09. Notices to and from the Rating Agencies and the
                         Depositor.

          (a) The Trustee shall promptly provide notice to each Rating Agency
and the Depositor with respect to each of the following of which a Responsible
Officer of the Trustee has actual knowledge:

               (i) any material change or amendment to this Agreement;

               (ii) the occurrence of any Event of Default that has not been
     cured;

               (iii) the resignation, termination, merger or consolidation of
     the Master Servicer or the Special Servicer and the appointment of a
     successor;

               (iv) the appointment, resignation or removal of a Fiscal Agent;

               (v) any change in the location of the Distribution Account, the
     Interest Reserve Account or the Excess Liquidation Proceeds Account;

               (vi) any repurchase or substitution of a Pooled Mortgage Loan by
     Column, KeyBank or the Column Performance Guarantor as contemplated by
     Section 2.03; and

               (vii) the final payment to any Class of Certificateholders.

          (b) The Master Servicer shall promptly provide notice to each Rating
Agency and the Depositor with respect to each of the following of which it has
actual knowledge:


                                     -283-

<PAGE>

               (i) the resignation or removal of the Trustee and the appointment
     of a successor; and

               (ii) any change in the location of the Collection Account.

          (c) Each of the Master Servicer and the Special Servicer shall furnish
each Rating Agency such information with respect to the Pooled Mortgage Loans as
such Rating Agency shall reasonably request and which the Master Servicer or the
Special Servicer, as the case may be, can reasonably provide to the extent
consistent with applicable law and the related Mortgage Loan Documents and
without waiving any attorney-client privilege relating to such information. In
any event, the Master Servicer and the Special Servicer shall notify each Rating
Agency with respect to each of the following events of which it has actual
knowledge:

               (i) any change in the lien priority of the Mortgage securing any
     Pooled Mortgage Loan;

               (ii) any change in the identity of the anchor tenant (i.e., a
     tenant representing more than 20% of the total net rentable square feet of
     space) at any Mortgaged Property used for retail purposes or any change in
     the term of the lease for an anchor tenant at any such Mortgaged Property;

               (iii) any assumption of, or release or substitution of real
     property collateral for, a Pooled Mortgage Loan that, in the case of
     Moody's, represents greater than 2% of the then aggregate Stated Principal
     Balance of the Mortgage Pool and, in the case of Fitch, individually or
     together with all other Pooled Mortgage Loans, if any, that are in the same
     Cross-Collateralized Group as such Pooled Mortgage Loan, has a Stated
     Principal Balance in excess of 5% of the then aggregate Stated Principal
     Balance of the Mortgage Pool or is one of the ten largest Pooled Mortgage
     Loans based on the Stated Principal Balance;

               (iv) any defeasance of a Pooled Mortgage Loan or material damage
     to a Mortgaged Property;

               (v) any change in a franchise;

               (vi) any Borrower subject to bankruptcy proceedings; and

               (vii) any release of a Letter of Credit or debt service reserve
     with respect to any Pooled Mortgage Loan.

          (d) If the Great Lakes Crossing Companion Mortgage Loan is included in
a rated securitization, each of the Master Servicer and the Special Servicer
shall (at no expense to the Trust Fund) furnish to any of the rating agencies
monitoring securities backed by the Great Lakes Crossing Companion Mortgage Loan
such information with respect to the Great Lakes Crossing Companion Mortgage
Loan as such rating agency shall reasonably request and which the Master
Servicer or the Special Servicer, as the case may be, can reasonably provide to
the extent consistent with applicable law and the related Mortgage Loan
Documents and without waiving any attorney-client privilege relating to such
information. In any event, the Master Servicer and the Special Servicer shall
notify such rating agencies with respect to each of the following events of
which it has actual knowledge:


                                     -284-

<PAGE>

               (i) any change in the lien priority of the Mortgage securing the
     Great Lakes Crossing Companion Mortgage Loan;

               (ii) any change in the identity of the anchor tenant (i.e., a
     tenant representing more than 20% of the total net rentable square feet of
     space) at the Great Lakes Crossing Mortgaged Property used for retail
     purposes or any change in the term of the lease for an anchor tenant at
     such Mortgaged Property;

               (iii) any assumption of, or release or substitution of real
     property collateral for, the Great Lakes Crossing Companion Mortgage Loan;

               (iv) any defeasance of the Great Lakes Crossing Companion
     Mortgage Loan or material damage to the Great Lakes Crossing Mortgaged
     Property;

               (v) any Borrower subject to bankruptcy proceedings; and

               (vi) any release of a Letter of Credit or debt service reserve
     with respect to the Great Lakes Crossing Companion Mortgage Loan.

          (e) Each of the Master Servicer and the Special Servicer shall
promptly furnish (in hard copy format or through use of the Master Servicer's
internet website), to each Rating Agency copies of the following items (in each
case, at or about the same time that it delivers or causes the delivery of such
item to the Trustee):

               (i) each of its Annual Performance Certifications;

               (ii) each of its Annual Accountants' Reports; and

               (iii) each report prepared pursuant to Section 3.09(e).

          (f) The Trustee shall promptly deliver or otherwise make available to
each Rating Agency (in hard copy format or through use of the Trustee's internet
website) a copy of each Certificateholder Report forwarded to the Holders of the
Certificates (in each case, at or about the same time that it delivers such
Certificateholder Report to such Holders). Any Restricted Servicer Reports
delivered electronically as aforesaid shall be accessible on the Trustee's
internet website only with the use of a password, which shall be provided by the
Trustee to each Rating Agency.

          (g) The parties intend that each Rating Agency provide to the Trustee,
upon request, a listing of the then-current rating (if any) assigned by such
Rating Agency to each Class of Certificates then outstanding.

          SECTION 11.10. Notices to Controlling Class Representative.

          The Trustee, the Master Servicer and the Special Servicer shall each
deliver to the Controlling Class Representative a copy of each notice or other
item of information such Person is required to deliver to the Rating Agencies
pursuant to Section 11.09, in each case simultaneously with the delivery thereof
to the Rating Agencies, to the extent not already delivered pursuant to this
Agreement.


                                      -285-

<PAGE>

          SECTION 11.11. Complete Agreement.

          This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.


                                     -286-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


                                       CREDIT SUISSE FIRST BOSTON MORTGAGE
                                       SECURITIES CORP.
                                       Depositor


                                       By: /s/ Jeffrey A. Altabef
                                           -----------------------------------
                                       Name: Jeffrey A. Altabef
                                       Title: Vice President


                                       KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                                       d/b/a KEYBANK REAL ESTATE CAPITAL
                                       Master Servicer and Special Servicer


                                       By: /s/ Clay M. Sublett
                                           -----------------------------------
                                       Name: Clay M. Sublett
                                       Title: Senior Vice President


                                       WELLS FARGO BANK MINNESOTA, N.A.
                                       Solely in its capacity as Trustee


                                       By: /s/ Jack A. Aini
                                           -----------------------------------
                                       Name: Jack A. Aini
                                       Title: Vice President

<PAGE>

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

          On the 9th day of April 2003, before me, a notary public in and for
said State, personally appeared Jeffrey A. Altabef, known to me to be a Vice
President of CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                           /s/ Alice Russell
                                           -----------------------------------
                                                      Notary Public

[Notarial Seal]

<PAGE>

STATE OF MISSOURI         )
                          )  ss.:
COUNTY OF JACKSON         )

          On the 10th day of April 2003, before me, a notary public in and for
said State, personally appeared Clay M. Sublett, known to me to be a Senior Vice
President of KEYCORP REAL ESTATE CAPITAL MARKETS, INC. d/b/a KEYBANK REAL ESTATE
CAPITAL, one of the entities that executed the within instrument, and also known
to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                           /s/ Laurel E. Fronek
                                           -----------------------------------
                                                      Notary Public

[Notarial Seal]

<PAGE>

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

          On the 11th day of April 2003, before me, a notary public in and for
said State, personally appeared Jack A. Aini, known to me to be a Vice President
of WELLS FARGO BANK MINNESOTA, N.A., one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the
within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                           /s/ Barbara Lovelace
                                           -----------------------------------
                                                      Notary Public

[Notarial Seal]

<PAGE>

                                   EXHIBIT A-1

                     FORM OF CLASS A-X AND A-SP CERTIFICATES

        CLASS [A-X] [A-SP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-CK2

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>
<S>                                               <C>
Pass-Through Rate:  Variable                      Class Notional Amount of the Class [A-X] [A-SP] Certificates as of
                                                  the Closing Date:
                                                  $________________

Closing Date:  April 11, 2003                     Initial Certificate Notional Amount of this Certificate as of the
                                                  Closing Date:
First Distribution Date: May 16, 2003             $________________

Master Servicer and Special Servicer:             Aggregate Stated Principal Balance of the Mortgage Loans as of the
KeyCorp Real Estate Capital Markets, Inc. d/b/a
KeyBank Real Estate Capital                       Closing Date ("Initial Pool Balance"):   $1,006,847,098

Trustee:
Wells Fargo Bank Minnesota, N.A.

Certificate No. [A-X] [A-SP]-____                 CUSIP No.: _____________
                                                  Common Code: _____________
                                                  ISIN No.: _____________
</TABLE>


                                      A-1-1

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK MINNESOTA, N.A.,
KEYCORP REAL ESTATE CAPITAL MARKETS, INC. d/b/a KEYBANK REAL ESTATE CAPITAL OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


                                      A-1-2

<PAGE>

PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

          This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional amount of this Certificate (its "Certificate Notional Amount") as of
the Closing Date by the aggregate notional amount of all the Class [A-X] [A-SP]
Certificates (their "Class Notional Amount") as of the Closing Date) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class [A-X] [A-SP] Certificates. The Trust Fund was created and the Certificates
were issued pursuant to that certain pooling and servicing agreement, dated as
of April 11, 2003 (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), KeyCorp Real Estate Capital Markets, Inc.
d/b/a KeyBank Real Estate Capital, as master servicer and special servicer (in
such capacities, the "Master Servicer" and "Special Servicer", respectively,
each of which terms includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee", which term includes
any successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-X] [A-SP] Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on this Certificate
will be made by the Trustee by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account,
the GLCTML Custodial Account and, if established, the REO Account or any A/B
Mortgage Loan Pair Custodial Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or


                                      A-1-3

<PAGE>

certain expenses incurred, with respect to the Mortgage Loans and the payment of
interest on such advances and expenses.

          This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

          No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

          If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery in the form of an interest in this Rule
144A Global Certificate.

          Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (x) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1D to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2D to the Agreement and (y) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depositary Participant by a denomination of interests in this Rule 144A
Global Certificate, and credit the account of a Depositary Participant by a
denomination of interests in such


                                      A-1-4

<PAGE>

Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in such Class to be transferred. Upon delivery to the Certificate
Registrar of such certifications and such orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of DTC, shall reduce
the denomination of this Rule 144A Global Certificate, and increase the
denomination of the related Regulation S Global Certificate, by the denomination
of the beneficial interest in the subject Class specified in such orders and
instructions.

          Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

          Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for the same Class as
this Regulation S Global Certificate upon delivery to the Certificate Registrar
and the Trustee of (i) a certificate from the Certificate Owner desiring to
effect such transfer substantially in the form attached as Exhibit F-1C to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement and (ii)
such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and/or Euroclear to direct the Trustee
to debit the account of a Depositary Participant by a denomination of interests
in this Regulation S Global Certificate, and credit the account of a Depositary
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

          Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any Person
who takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated above
with respect to transfers of this Certificate in definitive form and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository, Clearstream and/or Euroclear to direct the Trustee to debit
the account of a Depositary Participant by a denomination of interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Trustee, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Global Certificate, and cause a Definitive Certificate of the
same Class as such Global Certificate, and in a denomination equal to the
reduction in the denomination of such Global Certificate, to be executed,
authenticated and delivered in accordance with this Agreement to the applicable
Transferee.


                                      A-1-5

<PAGE>

          The Global Certificates shall be deposited with the Trustee as
custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class [A-X] [A-SP] Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of this Certificate or any
interest herein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein shall, and does hereby agree to, indemnify CSFB LLC, the
Depositor, the Trustee, any Fiscal Agent, the Master Servicer, the Special
Servicer and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws or the provisions described in the preceding paragraphs.

          No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406 and 407 of ERISA and Section 4975 of the Code by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if
this Certificate is rated investment grade by at least one of the Rating
Agencies and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 89-90, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, Column, KeyBank,
any Exemption-Favored Party, the Master Servicer, the Special Servicer, any
Sub-Servicer or any Borrower with respect to Mortgage Loans constituting more
than 5% of the aggregate unamortized principal of all the Mortgage Loans
determined as of the Closing Date, or by an Affiliate of any such Person, and
(Z) agrees that it will obtain from each of its Transferees a written
representation that such Transferee, if a Plan, satisfies the requirements of
the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written
agreement that such Transferee will obtain from each of its Transferees that are
Plans a similar written representation regarding satisfaction of the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv)
a certification of facts and an Opinion of Counsel which otherwise establish to
the reasonable satisfaction of the Trustee (or, if applicable, the Certificate
Owner effecting the transfer) that such transfer will not result in a violation
of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.


                                      A-1-6

<PAGE>

          If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account as described above in this
Certificate.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

          Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

          The Depositor, the Master Servicer, the Special Servicer, the Trustee,
any Fiscal Agent, the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest of (i) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund and (iii) the exchange of all the
Certificates for all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right may effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.


                                      A-1-7

<PAGE>

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Trustee and any
Fiscal Agent with the consent of the Holders of Certificates entitled to not
less than 51% of the Voting Rights allocated to all of the Classes materially
affected by the amendment (subject to certain third-party beneficiary consent
rights). Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                      A-1-8

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                                WELLS FARGO BANK MINNESOTA, N.A.
                                                as Trustee


                                                By:
                                                    ----------------------------
                                                    Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [A-X] [A-SP] Certificates referred to in the
within-mentioned Agreement.

Dated:

                                                WELLS FARGO BANK MINNESOTA, N.A.
                                                as Certificate Registrar


                                                By:
                                                    ----------------------------
                                                    Authorized Representative


                                      A-1-9

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                    assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

          I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The Assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of _____________________________________________________________

          Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________

          This information is provided by ______________________________________
the Assignee named above, or ___________________________________________________
as its agent.


                                     A-1-10

<PAGE>

                                   EXHIBIT A-2

               FORM OF CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4,
               CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES

 CLASS [A-1] [A-2] [A-3] [A-4] [B] [C] [D] [E] COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATE, SERIES 2003-CK2

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>
<S>                                               <C>
Pass-Through Rate: ___% per annum                 Class Principal Balance of the Class [A-1][A-2]
                                                  [A-3][A-4][B][C][D][E] Certificates as of the
                                                  Closing Date:
                                                  $________________

Closing Date:  April 11, 2003                     Initial Certificate Principal Balance of this
                                                  Certificate as of the Closing Date:
First Distribution Date:  May 16, 2003            $________________

Master Servicer and Special Servicer:             Aggregate Stated Principal Balance of the
KeyCorp Real Estate Capital Markets, Inc. d/b/a   Mortgage Loans as of the Closing Date ("Initial
KeyBank Real Estate Capital                       Pool Balance"): $1,006,847,098

Trustee:
Wells Fargo Bank Minnesota, N.A.

Certificate No. [A-1] [A-2] [A-3] [A-4] [B] [C]   CUSIP No.: _____________
[D] [E]-___                                       Common Code: _____________
                                                  ISIN No.: _____________
</TABLE>


                                      A-2-1

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK MINNESOTA, N.A.,
KEYCORP REAL ESTATE CAPITAL MARKETS, INC. d/b/a KEYBANK REAL ESTATE CAPITAL OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

[FOR CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES: THIS CERTIFICATE IS
SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

          This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [A-1] [A-2]
[A-3] [A-4] [B] [C] [D] [E] Certificates (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
Fund evidenced by all the Class


                                      A-2-2

<PAGE>

[A-1] [A-2] [A-3] [A-4] [B] [C] [D] [E] Certificates. The Trust Fund was created
and the Certificates were issued pursuant to that certain pooling and servicing
agreement, dated as of April 11, 2003 (the "Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor", which
term includes any successor entity under the Agreement), KeyCorp Real Estate
Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as master servicer and
special servicer (in such capacities, the "Master Servicer" and "Special
Servicer", respectively, each of which terms includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein have the respective
meanings assigned thereto in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

          Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-1] [A-2] [A-3] [A-4] [B] [C] [D] [E] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Trustee by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
later than the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any portion of an Unfunded Principal Balance Reduction in respect of this
Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account,
the GLCTML Custodial Account and, if established, the REO Account or any A/B
Mortgage Loan Pair Custodial Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for


                                      A-2-3

<PAGE>

new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.

          No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

          Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

          The Depositor, the Master Servicer, the Special Servicer, the Trustee,
any Fiscal Agent, the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest of (i) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund and (iii) the exchange of all the
Certificates for all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders to


                                      A-2-4

<PAGE>

purchase from the Trust Fund all the Mortgage Loans and each REO Property
remaining therein. The exercise of such right may effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1.0% of the Initial Pool Balance.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Trustee and any
Fiscal Agent with the consent of the Holders of Certificates entitled to not
less than 51% of the Voting Rights allocated to all of the Classes materially
affected by the amendment (subject to certain third-party beneficiary consent
rights). Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                      A-2-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                                WELLS FARGO BANK MINNESOTA, N.A.
                                                as Trustee


                                                By:
                                                    ----------------------------
                                                    Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [A-1] [A-2] [A-3] [A-4] [B] [C] [D] [E]
Certificates referred to in the within-mentioned Agreement.

Dated:

                                                WELLS FARGO BANK MINNESOTA, N.A.
                                                as Certificate Registrar


                                                By:
                                                    ----------------------------
                                                    Authorized Representative


                                      A-2-6

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

     I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The Assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by______________________________________,
the Assignee named above, or __________________________________________________,
as its agent.


                                      A-2-7

<PAGE>

                                   EXHIBIT A-3

     FORM OF CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
        CLASS N, CLASS O, CLASS P, CLASS GLC AND CLASS RCKB CERTIFICATES

      CLASS [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [GLC] [RCKB] COMMERCIAL
               MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2003-CK2

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate: [Variable]/[__% per annum]   Class Principal Balance of the
                                                [F] [G] [H] [J] [K] [L] [M]
                                                [N] [O] [P] [GLC] [RCKB]
                                                Certificates as of the Closing
                                                Date:
                                                $_______________________________

Closing Date:  April 11, 2003                   Initial Certificate Principal
                                                Balance of this Certificate as
                                                of the Closing Date:
First Distribution Date:  May 16, 2003          $________________

Master Servicer and Special Servicer:           Aggregate Stated Principal
KeyCorp Real Estate Capital Markets, Inc.       Balance of the Mortgage Loans
d/b/a KeyBank Real Estate Capital               as of the Closing Date:
                                                ("Initial Pool Balance"):
                                                $1,006,847,098

Trustee:
Wells Fargo Bank Minnesota, N.A.

Certificate No.  [F] [G] [H] [J] [K] [L]        CUSIP No.:  _____________
[M] [N] [O] [P] [GLC] [RCKB] -___               Common Code:  _____________
                                                ISIN No.:  _____________


                                      A-3-1

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK MINNESOTA, N.A.,
KEYCORP REAL ESTATE CAPITAL MARKETS, INC. d/b/a KEYBANK REAL ESTATE CAPITAL OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.


                                      A-3-2

<PAGE>

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

          This certifies that [CEDE & CO.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [F] [G] [H]
[J] [K] [L] [M] [N] [O] [P] [GLC] [RCKB] Certificates (their "Class Principal
Balance") as of the Closing Date) in that certain beneficial ownership interest
in the Trust Fund evidenced by all the Class [F] [G] [H] [J] [K] [L] [M] [N] [O]
[P] [GLC] [RCKB] Certificates. The Trust Fund was created and the Certificates
were issued pursuant to that certain pooling and servicing agreement, dated as
of April 11, 2003 (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), KeyCorp Real Estate Capital Markets, Inc.
d/b/a KeyBank Real Estate Capital, as master servicer and special servicer (in
such capacities, the "Master Servicer" and "Special Servicer", respectively,
each of which terms includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee", which term includes
any successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [GLC] [RCKB] Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Certificate will be made by the Trustee by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no later than the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate (determined without regard to any possible
future reimbursement of any portion of an Unfunded Principal Balance Reduction
in respect of this Certificate) will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to the Holder hereof of
such final distribution.


                                      A-3-3

<PAGE>

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account,
the GLCTML Custodial Account and, if established, the REO Account or any A/B
Mortgage Loan Pair Custodial Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

          No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor,
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

          If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery other than in the form of an interest in
this Rule 144A Global Certificate.


                                      A-3-4

<PAGE>

          Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (x) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1D to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2D to the Agreement and (y) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depositary Participant by a denomination of interests in this Rule 144A
Global Certificate, and credit the account of a Depositary Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in such Class to be transferred.
Upon delivery to the Certificate Registrar of such certifications and such
orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of DTC, shall reduce the denomination of this Rule 144A
Global Certificate, and increase the denomination of the related Regulation S
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

          Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

          Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for the same Class as
this Regulation S Global Certificate upon delivery to the Certificate Registrar
and the Trustee of (i) a certificate from the Certificate Owner desiring to
effect such transfer substantially in the form attached as Exhibit F-1C to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement and (ii)
such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and/or Euroclear to direct the Trustee
to debit the account of a Depositary Participant by a denomination of interests
in this Regulation S Global Certificate, and credit the account of a Depositary
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

          Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any Person
who takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the


                                      A-3-5

<PAGE>

Trustee of (i) such certifications and/or opinions as are contemplated above
with respect to transfers of this Certificate in definitive form and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository, Clearstream and/or Euroclear to direct the Trustee to debit
the account of a Depositary Participant by a denomination of interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Trustee, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Global Certificate, and cause a Definitive Certificate of the
same Class as such Global Certificate, and in a denomination equal to the
reduction in the denomination of such Global Certificate, to be executed,
authenticated and delivered in accordance with this Agreement to the applicable
Transferee.

          The Global Certificates shall be deposited with the Trustee as
custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class [F] [G] [H] [J] [K] [L] [M] [N] [O]
[P] [GLC] [RCKB] Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Agreement to permit
the transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, CSFB LLC, the Trustee, any Fiscal Agent, the Master
Servicer, the Special Servicer and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws or the provisions described in the
preceding paragraphs.

          No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA and Section 4975 of the Code by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if
this Certificate is rated investment grade by at least one of the Rating
Agencies and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 89-90, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, Column, KeyBank,
any Exemption-Favored Party, the Master Servicer, the Special Servicer, any
Sub-Servicer or any Borrower with respect to Mortgage Loans constituting more
than 5% of the aggregate unamortized principal of all the Mortgage Loans
determined as of the Closing Date, or by an Affiliate of any such Person, and
(Z) agrees that it will obtain from each of its Transferees a


                                      A-3-6

<PAGE>

written representation that such Transferee, if a Plan, satisfies the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (iii)(X)
and (iii)(Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee (or, if
applicable, the Certificate Owner effecting the transfer) that such transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code.

          If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

          Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

          The Depositor, the Master Servicer, the Special Servicer, the Trustee,
any Fiscal Agent, the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest of (i) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund and (iii)


                                      A-3-7

<PAGE>

the exchange of all the Certificates for all the Mortgage Loans and each REO
Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer, or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders to
purchase from the Trust Fund all the Mortgage Loans and each REO Property
remaining therein. The exercise of such right may effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1.0% of the Initial Pool Balance.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Trustee and any
Fiscal Agent with the consent of the Holders of Certificates entitled to not
less than 51% of the Voting Rights allocated to all of the Classes materially
affected by the amendment (subject to certain third-party beneficiary consent
rights). Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                      A-3-8

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                             WELLS FARGO BANK MINNESOTA, N.A.
                                             as Trustee


                                             By:
                                                 -------------------------------
                                                 Authorized Representative

                         CERTIFICATE OF AUTHENTICATION

          This is one of the Class [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [GLC]
[RCKB] Certificates referred to in the within-mentioned Agreement.

Dated:


                                             WELLS FARGO BANK MINNESOTA, N.A.
                                             as Certificate Registrar


                                             By:
                                                 -------------------------------
                                                   Authorized Representative


                                      A-3-9

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
          (please print or typewrite name and address including postal
                              zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

          I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The Assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by _____________________________________,
the Assignee named above, or __________________________________________________,
as its agent.


                                     A-3-10

<PAGE>

                                   EXHIBIT A-4

       FORM OF CLASS V-1, CLASS V-2, CLASS V-3 AND CLASS V-4 CERTIFICATES

   CLASS [V-1] [V-2] [V-3] [V-4] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2003-CK2

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>

<S>                                               <C>
Closing Date:  April 11, 2003                     Percentage Interest evidenced by this Class
                                                  [V-1] [V-2] [V-3] [V-4] Certificate: _______%
First Distribution Date:  May 16, 2003

Master Servicer and Special Servicer:             Aggregate Stated Principal Balance of the
KeyCorp Real Estate Capital Markets, Inc. d/b/a   Mortgage Loans as of the Closing Date ("Initial
KeyBank Real Estate Capital                       Pool Balance"): $1,006,847,098

Trustee:
Wells Fargo Bank Minnesota, N.A.

Certificate No. [V-1] [V-2] [V-3] [V-4] -___      CUSIP No.:  ________________________________
</TABLE>


                                      A-4-1

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK MINNESOTA, N.A.,
KEYCORP REAL ESTATE CAPITAL MARKETS, INC. d/b/a KEYBANK REAL ESTATE CAPITAL OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF ONE OR MORE CERTAIN MORTGAGE LOANS, SUBJECT TO THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          This certifies that [____________________________] is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust Fund evidenced
by all the Class [V-1] [V-2] [V-3] [V-4] Certificates. The Trust Fund was
created and the Certificates were issued pursuant to that certain pooling and
servicing agreement, dated as of April 11, 2003 (the "Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the "Depositor",
which term includes any successor entity under the Agreement), KeyCorp Real
Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as master
servicer and special servicer (in such capacities, the "Master Servicer" and
"Special Servicer", respectively, each of which terms includes any successor
entity under the Agreement), and Wells Fargo Bank Minnesota, N.A., as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.


                                      A-4-2

<PAGE>

          Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [V-1] [V-2] [V-3] [V-4] Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on this
Certificate will be made by the Trustee by wire transfer of immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no later than the related
Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to the
address of such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account,
the GLCTML Custodial Account and, if established, the REO Account or any A/B
Mortgage Loan Pair Custodial Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

          No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this


                                      A-4-3

<PAGE>

Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Credit Suisse First Boston LLC, the Trustee, any Fiscal Agent,
the Master Servicer, the Special Servicer, and the Certificate Registrar against
any liability that may result if such transfer, sale, pledge or other
disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

          No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

          If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

          The Depositor, the Master Servicer, the Special Servicer, the Trustee,
any Fiscal Agent, the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.


                                      A-4-4

<PAGE>

          Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest of (i) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund and (iii) the exchange of all the
Certificates for all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right may effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Trustee and any
Fiscal Agent with the consent of the Holders of Certificates entitled to not
less than 51% of the Voting Rights allocated to all of the Classes materially
affected by the amendment (subject to certain third-party beneficiary consent
rights). Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                      A-4-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                           WELLS FARGO BANK MINNESOTA, N.A.
                                           as Trustee


                                           By:
                                               ---------------------------------
                                           Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [V-1] [V-2] [V-3] [V-4] Certificates referred
to in the within-mentioned Agreement.

Dated:

                                           WELLS FARGO BANK MINNESOTA, N.A.
                                           as Certificate Registrar


                                           By:
                                               ---------------------------------
                                           Authorized Representative


                                      A-4-6

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
          (please print or typewrite name and address including postal
                              zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

          I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The Assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.


          Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by _____________________________________,
the Assignee named above, or __________________________________________________,
as its agent.


                                      A-4-7

<PAGE>

                                   EXHIBIT A-5

                          FORM OF CLASS R CERTIFICATES

              CLASS R COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2003-CK2

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<TABLE>

<S>                                               <C>
Closing Date:  April 11, 2003                     Percentage Interest evidenced by this Class R
                                                  Certificate: __________%
First Distribution Date:  May 16, 2003

Master Servicer and Special Servicer:             Aggregate Stated Principal Balance of the
KeyCorp Real Estate Capital Markets, Inc. d/b/a   Mortgage Loans as of the Closing Date ("Initial
KeyBank Real Estate Capital                       Pool Balance"): $1,006,847,098

Trustee:
Wells Fargo Bank Minnesota, N.A.

Certificate No. R-___                             CUSIP No.: ___________________
</TABLE>


                                      A-5-1

<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK MINNESOTA, N.A.,
KEYCORP REAL ESTATE CAPITAL MARKETS, INC. d/b/a KEYBANK REAL ESTATE CAPITAL OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE
UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE SOLE "RESIDUAL INTEREST" IN EACH OF MULTIPLE "REAL ESTATE
MORTGAGE INVESTMENT CONDUITS" (EACH, A "REMIC") AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF
THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF
THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.

          This certifies that [______________________] is the registered owner
of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in


                                      A-5-2

<PAGE>

the Trust Fund evidenced by all the Class R Certificates. The Trust Fund was
created and the Certificates were issued pursuant to that certain pooling and
servicing agreement, dated as of April 11, 2003 (the "Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the "Depositor",
which term includes any successor entity under the Agreement), KeyCorp Real
Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as master
servicer and special servicer (in such capacities, the "Master Servicer" and
"Special Servicer", respectively, each of which terms includes any successor
entity under the Agreement), and Wells Fargo Bank Minnesota, N.A., as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

          Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class R Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account,
the GLCTML Custodial Account and, if established, the REO Account or any A/B
Mortgage Loan Pair Custodial Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

          No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances


                                      A-5-3

<PAGE>

specified in the Agreement) the Certificate Registrar shall refuse to register
such transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached as Exhibit F-1A to the Agreement; or
(ii) a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Credit Suisse First Boston LLC, the
Trustee, any Fiscal Agent, the Master Servicer, the Special Servicer, and the
Certificate Registrar against any liability that may result if such transfer,
sale, pledge or other disposition is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

          No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

          Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by its acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee (i) to deliver payments to a Person other
than such Person and (ii) to negotiate the terms of any mandatory disposition,
to execute all instruments of Transfer and to do all other things necessary in
connection with any such disposition. Each Person holding or acquiring any
Ownership Interest in this Certificate must be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a


                                      A-5-4

<PAGE>

Permitted Transferee, that it is not acquiring its Ownership Interest in this
Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in
this Certificate, it will endeavor to remain a Permitted Transferee, and that it
has reviewed the provisions of Section 5.02(d) of the Agreement and agrees to be
bound by them. Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee, if a Responsible Officer of either the
Certificate Registrar or Trustee has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in this Certificate to such proposed Transferee shall be effected. In connection
therewith, the Certificate Registrar shall not register the transfer of an
Ownership Interest in this Certificate to any entity classified as a partnership
under the Code unless at the time of transfer, all of its beneficial owners are
United States Persons.

          Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee written notice that
it is a "pass-through interest holder" within the meaning of temporary Treasury
regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a
"pass-through interest holder".

          The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee the following: (a) written confirmation from each Rating Agency to the
effect that the modification of, addition to or elimination of such provisions
will not result in an Adverse Rating Event with respect to any Class of Rated
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Trustee, to the effect that such modification of, addition to or
elimination of such provisions will not cause any REMIC Pool to cease to qualify
as a REMIC or be subject to an entity-level tax caused by the Transfer of a
Class R Certificate to a Person that is not a Permitted Transferee, or cause a
Person other than the prospective Transferee to be subject to a REMIC-related
tax caused by the Transfer of a Class R Certificate to a Person that is not a
Permitted Transferee.

          A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Non-United States Tax Person or a foreign permanent
establishment or fixed base (each within the meaning of the applicable income
tax treaty) of a United States Tax Person (as defined below). In addition, if
such Transferee is classified as a partnership under the Code, such Transferee
can only be a Permitted Transferee if, among other things, all of its beneficial
owners are United States Tax Persons.

          A "Disqualified Organization" is any of (i) the United States or a
possession thereof, any State or political subdivision thereof or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, international organization, or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (unless such
organization is subject to the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code and (v) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding of
an Ownership Interest in a Class R


                                      A-5-5

<PAGE>

Certificate by such Person may cause the Trust or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

          A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Tax Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code.

          If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

          The Depositor, the Master Servicer, the Special Servicer, the Trustee,
any Fiscal Agent, the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earliest of (i) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicer, the Special Servicer, or any single Controlling Class


                                      A-5-6

<PAGE>

Certificateholder or group of Controlling Class Certificateholders, at a price
determined as provided in the Agreement, of all the Mortgage Loans and each REO
Property remaining in the Trust Fund and (iii) the exchange of all the
Certificates for all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer, or any single Controlling Class Certificateholder or group
of Controlling Class Certificateholders to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and any Fiscal
Agent and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, the Trustee and any
Fiscal Agent with the consent of the Holders of Certificates entitled to not
less than 51% of the Voting Rights allocated to all of the Classes materially
affected by the amendment (subject to certain third-party beneficiary consent
rights). Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                      A-5-7

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                           WELLS FARGO BANK MINNESOTA, N.A.
                                           as Trustee


                                           By:
                                               ---------------------------------
                                               Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class R Certificates referred to in the
within-mentioned Agreement.

Dated:

                                           WELLS FARGO BANK MINNESOTA, N.A.
                                           as Certificate Registrar


                                           By:
                                               ---------------------------------
                                               Authorized Representative


                                      A-5-8

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
          (please print or typewrite name and address including postal
                              zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

          I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The Assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by _____________________________________,
the Assignee named above, or __________________________________________________,
as its agent.


                                      A-5-9

<PAGE>

                                   EXHIBIT B-1

                    SCHEDULE OF POOLED COLUMN MORTGAGE LOANS

                      [See attached list of Mortgage Loans]


                                      B-1-1

<PAGE>

<TABLE>
<CAPTION>
 #    Crossed                  Loan Name                              Address                City
---   -------   -----------------------------------------   -------------------------   ----------------
<S>     <C>     <C>                                         <C>                          <C>
  1             Great Lakes Crossing                        4000 Baldwin Road             Auburn Hills
  2             Ritz-Carlton Key Biscayne                   455 Grand Bay Drive           Key Biscayne
  3             Museum Square                               5757 Wilshire Boulevard       Los Angeles
  4             Crescent at Carlyle                         1940 Duke Street               Alexandria
  5             North Park Executive Center                 Please see Exhibit A-1         Please see
                                                            in the Prospectus            Exhibit A-1 in
                                                            Supplement                   the Prospectus
                                                                                           Supplement

  6             Sully Place                                 13800 Metrotech Drive          Chantilly
  9             Michigan Equities U Portfolio               Please see Exhibit A-1         Please see
                                                            in the Prospectus            Exhibit A-1 in
                                                            Supplement                   the Prospectus
                                                                                           Supplement

 10             The Carl Zeiss Building                     5160 Hacienda Drive              Dublin
 11             BAE Systems Building                        11487 Sunset Hills Road          Reston
 15             Sunset Coast Plaza                          17373-17383 Sunset              Pacific
                                                            Boulevard                      Palisades
 16     (B)     Williams Centre Building 2                  5421 East Williams               Tucson
                                                            Boulevard
 17     (B)     Williams Centre Building 1                  5451 East Williams               Tucson
                                                            Boulevard
 18     (B)     Williams Centre Building 3                  5431 East Williams               Tucson
                                                            Boulevard
 20             BECO Building                               11140 Rockville Pike &         Rockville
                                                            5410 Edson Lane
 22             Costa Mesa Square Shopping Center           3300 Harbor Boulevard          Costa Mesa
 23             Fairmount Place II                          515 Fairmount Avenue             Towson
 24             Kahana Gateway Center                       4465 Honoapiilani Highway       Lahaina
 25             Centennial Village                          2300 Holcomb Bridge Road        Roswell
 26             Brick Church Plaza                          535 Main Street               East Orange
 27             Giant Eagle Plaza                           1710-1760 Hilliard Rome         Columbus
                                                            Road
 28             Abbotts Village Shopping Center             11585 Jones Bridge Road        Alpharetta
 29             Santa Barbara Tech Center                   5520 & 5540 Ekwill Street        Goleta
 30             Sealy Mustang Park                          US Highway 80 & FM 1641          Forney
 31             Highland Village Plaza                      7201-7291 Boulder Avenue        Highland
 32             Hoover Square                               1646 Montgomery Highway          Hoover

<CAPTION>
                                                 Original    Cut-off Date                  Interest
                                  Mortgage      Principal     Principal     Maturity/ARD     Only
 #       State       Zip Code    Loan Seller     Balance      Balance(1)     Balance(2)     Period
---   -----------   ----------   -----------   -----------   ------------   ------------   --------
<S>   <C>           <C>             <C>        <C>            <C>            <C>              <C>
  1       MI           48326        Column     $87,384,106    $87,296,617    $72,445,331       0
  2       FL           33149        Column     $65,000,000    $65,000,000    $60,430,633      15
  3       CA           90036        Column     $57,000,000    $56,774,576    $48,144,168       0
  4       VA           22314        Column     $52,250,000    $52,250,000    $52,250,000      60
  5   Please see    Please see      Column     $40,500,000    $40,348,801    $34,491,105       0
      Exhibit A-1     Exhibit
        in the      A-1 in the
      Prospectus    Prospectus
      Supplement    Supplement
  6       VA           20151        Column     $37,500,000    $35,678,771    $33,337,354       0
  9   Please see    Please see      Column     $27,815,000    $27,760,205    $23,979,558       0
      Exhibit A-1     Exhibit
        in the      A-1 in the
      Prospectus    Prospectus
      Supplement    Supplement
 10       CA           94568        Column     $25,260,000    $25,260,000    $25,260,000      84
 11       VA           20190        Column     $24,700,000    $24,700,000    $22,180,000      60
 15       CA           90272        Column     $16,900,000    $16,848,983    $15,801,963       0

 16       AZ           85711        Column     $ 6,225,000    $ 6,196,254    $ 5,317,785       0

 17       AZ           85711        Column     $ 5,500,000    $ 5,474,602    $ 4,698,445       0

 18       AZ           85711        Column     $ 4,925,000    $ 4,902,257    $ 4,207,245       0

 20       MD           20852        Column     $16,000,000    $15,933,966    $13,428,628       0

 22       CA           92626        Column     $15,500,000    $15,419,626    $13,318,079       0
 23       MD           21286        Column     $14,080,000    $14,038,298    $11,965,217       0
 24       HI           96761        Column     $13,041,000    $13,004,676    $11,184,628       0
 25       GA           30076        Column     $13,000,000    $12,960,231    $10,992,203       0
 26       NJ           07018        Column     $12,160,000    $12,127,478    $10,490,401       0
 27       OH           43026        Column     $12,000,000    $11,963,081    $10,137,585       0

 28       GA           30022        Column     $11,600,000    $11,512,325    $ 9,555,052       0
 29       CA           93111        Column     $11,400,000    $11,365,652    $ 9,662,186       0
 30       TX           75126        Column     $10,250,000    $10,230,978    $ 6,855,258       0
 31       CA           92346        Column     $ 9,200,000    $ 9,180,724    $ 7,846,821       0
 32       AL           35216        Column     $ 9,050,000    $ 9,015,649    $ 7,689,314       0
</TABLE>


                                      B-1-2

<PAGE>

<TABLE>
<CAPTION>
 #    Crossed                  Loan Name                              Address                City
---   -------   -----------------------------------------   -------------------------   ----------------
<S>   <C>       <C>                                         <C>                          <C>
 33             Advantis Technologies                       1400 Bluegrass Lakes           Alpharetta
                                                            Parkway
 34             Ford Factory Square                         699 Ponce de Leon Avenue        Atlanta
 35             Rocky Mount Marketplace                     400 Old Franklin Turnpike     Rocky Mount
 36             Paradise Cay Apartments                     1900 Post Road                 Melbourne
 37             365 Broadway                                365 Broadway                    New York
 38             Mack Park Apartments                        400 Audra Lane                   Denton
 39             Plank Road Commons                          2500-2700 Plank Road            Altoona
 40             Plaza at Coral Springs                      650-850 Riverside Drive      Coral Springs
 41             Pine Meadow Apartments                      23 Hiltin Place                Greensboro
 42             Sentry Park Apartments                      6402 Albany Avenue              Lubbock
 43             Southside Village Shopping Center           4003-4009 Bellaire              Houston
                                                            Boulevard
 44             Phoenix Business Park                       2700 Northeast Expressway       Atlanta
 46             Timberlake Apartments                       834 Timberlake Drive           Arlington
 47             Indiana Business Center                     6700 and 6780 Indiana          Riverside
                                                            Avenue
 48             Pinecrest Shopping Center                   156-248 South Pine Street      Burlington
 49             South Monroe Commons Shopping Center        3030 South Monroe Street      Tallahassee
 52             Northeast Medical Arts Center               2801 North Decatur Road         Decatur
 54             Oak Springs Mobile Home Park                12 Highland Street              Sorrento
 55             Thunderbird Airport Plaza                   2550 North Thunderbird            Mesa
                                                            Circle
 56             Best Buy - El Paso, TX                      815 Sunland Park Drive          El Paso
 57             Sav-On Drug Store - Las Vegas, NV           4810 West Ann Road             Las Vegas
 58             Walgreens - North Clinton                   5830 North Clinton Street      Fort Wayne
 59             Spruce Street Station Shopping Center       1101 Brookdale Street         Martinsville
 60             Five Points Plaza                           118 Five Points Road           Goldsboro
 62             Walgreens - West Jefferson                  6202 West Jefferson            Fort Wayne
                                                            Boulevard
 63             Taunton Corporate Center                    125 John Hancock Road           Taunton
 64             5501 Connecticut Avenue                     5501-5513 Connecticut          Washington
                                                            Avenue
 65             Walgreens - Waterbury, CT                   1447 East Main Street          Waterbury
 67             Walgreens - Albany, GA                      2351 Dawson Road                 Albany
 68             CVS - Raleigh, NC                           3500 Wake Forest Road           Raleigh
 69             Gold Star Mobile Estates                    2120 South Santa Fe             Visalia
                                                            Avenue
 70             Gray Road Industrial                        7621 & 7641 East Gray          Scottsdale
                                                            Road
 71             Walgreens - Olive Branch, MS                6958 Goodman Road             Olive Branch
 73             Sahara Corporate Center                     9580 West Sahara Avenue        Las Vegas
 74             CVS - Wilmington, NC                        2302 South 17th Street         Wilmington
 75             Walgreens - Burlington, KY                  1747 Patrick Drive             Burlington

<CAPTION>
                                                 Original    Cut-off Date                  Interest
                                  Mortgage      Principal     Principal     Maturity/ARD     Only
 #       State       Zip Code    Loan Seller     Balance      Balance(1)     Balance(2)     Period
---   -----------   ----------   -----------   -----------   ------------   ------------   --------
<S>       <C>          <C>          <C>         <C>           <C>             <C>              <C>
 33       GA           30004        Column      $8,500,000    $8,467,201      $7,205,039       0

 34       GA           30308        Column      $8,250,000    $8,215,951      $6,924,137       0
 35       VA           24151        Column      $7,525,000    $7,502,327      $6,377,891       0
 36       FL           32935        Column      $7,350,000    $7,327,939      $6,233,240       0
 37       NY           10013        Column      $7,000,000    $6,979,307      $5,950,354       0
 38       TX           76209        Column      $7,000,000    $6,974,723      $5,988,952       0
 39       PA           16601        Column      $6,500,000    $6,471,372      $5,019,739       0
 40       FL           33071        Column      $6,400,000    $6,382,379      $5,498,248       0
 41       NC           27409        Column      $6,100,000    $6,080,982      $5,690,573       0
 42       TX           79424        Column      $6,079,000    $6,061,098      $5,693,840       0
 43       TX           77025        Column      $6,000,000    $5,984,139      $5,184,744       0

 44       GA           30345        Column      $5,740,000    $5,706,799      $4,968,510       0
 46       TX           76010        Column      $5,600,000    $5,560,135      $4,336,535       0
 47       CA           92506        Column      $5,550,000    $5,519,568      $4,324,253       0

 48       WI           53105        Column      $5,250,000    $5,230,844      $4,485,290       0
 49       FL           32301        Column      $5,200,000    $5,184,687      $4,422,841       0
 52       GA           30033        Column      $4,800,000    $4,786,911      $4,129,462       0
 54       FL           32776        Column      $4,600,000    $4,584,654      $4,269,703       0
 55       AZ           85215        Column      $4,400,000    $4,386,793      $4,115,769       0

 56       TX           79912        Column      $4,400,000    $4,384,442      $3,775,192       0
 57       NV           89130        Column      $4,250,000    $4,233,668      $3,604,645       0
 58       IN           46825        Column      $4,225,000    $4,206,469      $3,634,888       0
 59       VA           24112        Column      $4,200,000    $4,186,213      $3,638,747       0
 60       NC           27530        Column      $4,176,000    $4,158,516      $3,260,828       0
 62       IN           46804        Column      $4,150,000    $4,131,798      $3,570,363       0

 63       MA           02780        Column      $4,000,000    $3,988,664      $3,421,853       0
 64       DC           20015        Column      $3,500,000    $3,489,772      $2,980,376       0

 65       CT           06705        Column      $3,435,000    $3,421,962      $2,918,541       0
 67       GA           31707        Column      $3,365,000    $3,346,759      $2,627,920       0
 68       NC           27609        Column      $3,200,000    $3,190,413      $2,714,589       0
 69       CA           93292        Column      $3,175,000    $3,160,208      $2,850,365       0

 70       AZ           85260        Column      $3,150,000    $3,143,346      $2,952,222       0

 71       MS           38654        Column      $2,940,000    $2,929,272      $2,511,762       0
 73       NV           89117        Column      $2,860,000    $2,846,112      $2,477,885       0
 74       NC           28401        Column      $2,750,000    $2,738,054      $2,130,208       0
 75       KY           41005        Column      $2,740,000    $2,727,982      $2,357,300       0
</TABLE>


                                      B-1-3

<PAGE>

<TABLE>
<CAPTION>
#     Crossed               Loan Name                        Address                           City
---   -------   ---------------------------------   ------------------------             ----------------
<S>   <C>       <C>                                 <C>                                  <C>
 76             Bayview East and Manette Villa      Please see Exhibit A-1                  Please see
                Apartments                          in the Prospectus                     Exhibit A-1 in
                                                    Supplement                            the Prospectus
                                                                                            Supplement
 77             Premier Self Storage                2150 Main Street                          Oakley
 78             Walgreens - Anderson, IN            3736 South Scatterfield Road             Anderson
 79             Old Town Station Shopping Center    401 Clovis Avenue                         Clovis
 80             Ellsworth Square Apartments         2800-2846 Fisher Road NE                  Salem
 81             Kuhlo Medical Building              4805 Mallory Lane                        Franklin
 82             2575 Grand Canal Boulevard          2575 Grand Canal Boulevard               Stockton
 84             401-403 South Washington            401-403 South Washington Boulevard      Mundelein
 85             Eckerd Nashville                    2819 Nolensville Pike                   Nashville
 86             Shurgard Self Storage               22013 Southeast Wax Road               Maple Valley
 87             Barber Knolls Apartments            416 Crocus Place                        Barberton
 88             Park Oaks Village Phase II          3860 El Dorado Hills Boulevard       El Dorado Hills
 90             Hickory Trace Apartments            3560 De Hart Place                     Breckenridge
                                                                                              Hills
 91             Green Acres Shopping Center II      1905-1955 Barnett Shoals Road             Athens
 93             Greenwood Apartments                909-919 Greenwood Avenue                 Atlanta
 94             Midtown Estates                     908 South Main Street                    Elkhart
 95             Knollwood Townhouse Apartments      1721 Maple Avenue                       Rapid City
 96             Seven Wells Street                  7 Wells Street                       Saratoga Springs
 97             Centre Court Apartments             1800 South 5th Street                      Waco
 98             Lincoln Broadway Building           1456-1460 Lincoln &                    Santa Monica
                                                    723-729 Broadway
 99             Anoka Acres Mobile Home Community   2904 South US Highway 35                Logansport
100             4210 Lake Avenue Townhouses         4210 Lake Avenue                        Wilmington
101             Biarritz Drive Apartments           960 Biarritz Drive                     Miami Beach

<CAPTION>
                                 Mortgage    Original    Cut-off Date                  Interest
                                   Loan      Principal     Principal    Maturity/ARD     Only
#        State       Zip Code     Seller      Balance     Balance(1)     Balance(2)     Period
---   -----------   ----------   --------   ----------   ------------   ------------   --------
<S>   <C>           <C>           <C>       <C>           <C>            <C>              <C>
 76   Please see    Please see    Column    $2,664,000    $2,649,607     $2,081,845       0
      Exhibit A-1     Exhibit
        in the      A-1 in the
      Prospectus    Prospectus
      Supplement    Supplement
 77       CA           94561      Column    $2,650,000    $2,635,517     $2,066,106       0
 78       IN           46013      Column    $2,625,000    $2,613,487     $2,258,361       0
 79       CA           93612      Column    $2,510,000    $2,494,567     $2,299,467       0
 80       OR           97305      Column    $2,325,000    $2,316,139     $1,974,273       0
 81       TN           37067      Column    $2,287,000    $2,276,654     $1,959,280       0
 82       CA           95207      Column    $2,250,000    $2,243,194     $1,747,355       0
 84       IL           60060      Column    $2,175,000    $2,167,861     $1,884,351       0
 85       TN           37211      Column    $2,175,000    $2,165,160     $1,863,322       0
 86       WA           98038      Column    $2,150,000    $2,141,340     $1,692,621       0
 87       OH           44203      Column    $2,100,000    $2,093,816     $1,786,148       0
 88       CA           95762      Column    $2,070,000    $2,058,779     $1,616,580       0
 90       MO           63074      Column    $2,000,000    $1,993,835     $1,646,545       0

 91       GA           30605      Column    $2,000,000    $1,992,142     $1,582,664       0
 93       GA           30306      Column    $1,625,000    $1,619,666     $1,407,848       0
 94       IN           46516      Column    $1,610,000    $1,603,207     $1,255,088       0
 95       SD           57701      Column    $1,600,000    $1,590,159     $1,069,004       0
 96       NY           12866      Column    $1,525,000    $1,514,904     $1,198,670       0
 97       TX           76706      Column    $1,500,000    $1,493,884     $1,261,238       0
 98       CA           90401      Column    $1,500,000    $1,491,585     $1,163,255       0

 99       IN           46947      Column    $1,280,000    $1,271,401     $1,105,563       0
100       NC           28403      Column    $  960,000    $  957,162     $  816,049       0
101       FL           33141      Column    $  500,000    $  498,213     $  469,860       0
</TABLE>


                                      B-1-4

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                          Interest
                                                     Original        Remaining      Original     Remaining    Mortgage   Calculation
                                                   Amortization    Amortization     Term to       Term to     Interest    (30/360 /
#                     Loan Name                        Term            Term       Maturity(2)   Maturity(2)     Rate     Actual/360)
---   -----------------------------------------   -------------   -------------   -----------   -----------   --------   -----------
<S>   <C>                                         <C>             <C>                 <C>           <C>        <C>        <C>
  1   Great Lakes Crossing                             360             359            120           119        5.224%     Actual/360
  2   Ritz-Carlton Key Biscayne                        300             300             63            60        6.360%     Actual/360
  3   Museum Square                                    360             356            120           116        5.860%     Actual/360
  4   Crescent at Carlyle                         Interest Only   Interest Only        60            57        5.800%     Actual/360
  5   North Park Executive Center                      360             356            120           116        6.140%     Actual/360
  6   Sully Place                                      360             296            120            56        7.760%     Actual/360
  9   Michigan Equities U Portfolio                    360             358            120           118        6.580%     Actual/360
 10   The Carl Zeiss Building                     Interest Only   Interest Only        84            78        6.280%     Actual/360
 11   BAE Systems Building                        See Footnote     See Footnote       120           114        6.320%     Actual/360
 15   Sunset Coast Plaza                               360             357             60            57        5.970%     Actual/360
 16   Williams Centre Building 2                       360             355            120           115        6.250%     Actual/360
 17   Williams Centre Building 1                       360             355            120           115        6.250%     Actual/360
 18   Williams Centre Building 3                       360             355            120           115        6.250%     Actual/360
 20   BECO Building                                    360             356            120           116        5.650%     Actual/360
 22   Costa Mesa Square Shopping Center                360             354            120           114        6.450%     Actual/360
 23   Fairmount Place II                               360             357            120           117        6.070%     Actual/360
 24   Kahana Gateway Center                            360             357            120           117        6.390%     Actual/360
 25   Centennial Village                               360             357            120           117        5.900%     Actual/360
 26   Brick Church Plaza                               360             357            120           117        6.600%     Actual/360
 27   Giant Eagle Plaza                                360             357            120           117        5.870%     Actual/360
 28   Abbotts Village Shopping Center                  324             317            120           113        6.625%     Actual/360

 29   Santa Barbara Tech Center                        360             357            120           117        5.980%     Actual/360
 30   Sealy Mustang Park                               240             239            120           119        6.510%     Actual/360
 31   Highland Village Plaza                           360             358            120           118        6.200%     Actual/360
 32   Hoover Square                                    360             356            120           116        6.060%     Actual/360
 33   Advantis Technologies                            360             356            120           116        5.980%     Actual/360
 34   Ford Factory Square                              360             356            120           116        5.650%     Actual/360
 35   Rocky Mount Marketplace                          360             357            120           117        5.980%     Actual/360
 36   Paradise Cay Apartments                          360             357            120           117        6.000%     Actual/360
 37   365 Broadway                                     360             357            120           117        6.080%     Actual/360
 38   Mack Park Apartments                             360             356            120           116        6.300%     Actual/360
 39   Plank Road Commons                               300             297            120           117        5.920%     Actual/360
 40   Plaza at Coral Springs                           360             357            120           117        6.450%     Actual/360
 41   Pine Meadow Apartments                           360             357             60            57        5.800%     Actual/360
 42   Sentry Park Apartments                           360             357             60            57        6.100%     Actual/360
 43   Southside Village Shopping Center                360             357            120           117        6.660%     Actual/360
 44   Phoenix Business Park                            360             353            120           113        6.720%     Actual/360
 46   Timberlake Apartments                            300             295            120           115        6.000%     Actual/360
 47   Indiana Business Center                          300             296            120           116        6.180%     Actual/360
 48   Pinecrest Shopping Center                        360             356            120           116        6.250%     Actual/360
 49   South Monroe Commons Shopping Center             360             357            120           117        6.100%     Actual/360
 52   Northeast Medical Arts Center                    360             357            120           117        6.500%     Actual/360
 54   Oak Springs Mobile Home Park                     360             357             60            57        5.440%     Actual/360
 55   Thunderbird Airport Plaza                        360             357             60            57        6.000%     Actual/360
 56   Best Buy - El Paso, TX                           360             356            120           116        6.400%     Actual/360
 57   Sav-On Drug Store - Las Vegas, NV                360             356            120           116        6.000%     Actual/360
 58   Walgreens - North Clinton                        360             355            120           115        6.500%     Actual/360

<CAPTION>
                    First                                  Prepayment
       Monthly     Payment     Maturity                 Provision as of
#      Payment      Date         Date        ARD(8)      Origination(9)
---   --------   ----------   ----------   ----------   ---------------
<S>   <C>        <C>          <C>          <C>          <C>
  1   $480,629    4/11/2003    3/11/2033    3/11/2013   Lock/116_0.0%/4
  2   $433,215    2/11/2003    4/11/2008          N/A    Lock/56_0.0%/7
  3   $336,630    1/11/2003   12/11/2032   12/11/2012   Lock/116_0.0%/4
  4   $256,049    2/11/2003    1/11/2033    1/11/2008    Lock/55_0.0%/5
  5   $246,475    1/11/2003   12/11/2032   12/11/2012   Lock/116_0.0%/4
  6   $268,914    1/11/1998   12/11/2027   12/11/2007   Lock/117_0.0%/3
  9   $177,276    3/11/2003    2/11/2013          N/A   Lock/117_0.0%/3
 10   $134,030   11/11/2002   10/11/2032   10/11/2009    Lock/79_0.0%/5
 11   $131,893   11/11/2002   10/11/2012          N/A   Lock/115_0.0%/5
 15   $100,998    2/11/2003    1/11/2008          N/A    Lock/57_0.0%/3
 16   $ 38,328    12/1/2002    11/1/2012          N/A    YM5/116_0.0%/4
 17   $ 33,864    12/1/2002    11/1/2012          N/A    YM5/116_0.0%/4
 18   $ 30,324    12/1/2002    11/1/2012          N/A    YM5/116_0.0%/4
 20   $ 92,358    1/11/2003   12/11/2012          N/A   Lock/117_0.0%/3
 22   $ 97,461   11/11/2002   10/11/2012          N/A   Lock/117_0.0%/3
 23   $ 85,051    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 24   $ 81,487    2/11/2003    1/11/2033    1/11/2013   Lock/117_0.0%/3
 25   $ 77,108    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 26   $ 77,661    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 27   $ 70,946     2/1/2003     1/1/2013          N/A   Lock/117_0.0%/3
 28   $ 76,973    10/1/2002     9/1/2012          N/A   Lock/59_YM1/55_
                                                             0.0%/6
 29   $ 68,202    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 30   $ 76,482    4/11/2003    3/11/2013          N/A   Lock/114_0.0%/6
 31   $ 56,347    3/11/2003    2/11/2013          N/A   Lock/117_0.0%/3
 32   $ 54,609    1/11/2003   12/11/2012          N/A   Lock/117_0.0%/3
 33   $ 50,853    1/11/2003   12/11/2032   12/11/2012   Lock/116_0.0%/4
 34   $ 47,622    1/11/2003   12/11/2012          N/A   Lock/117_0.0%/3
 35   $ 45,019    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 36   $ 44,067    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 37   $ 42,329    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 38   $ 43,328    1/11/2003   12/11/2012          N/A   Lock/114_0.0%/6
 39   $ 41,562    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 40   $ 40,242    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 41   $ 35,792    2/11/2003    1/11/2008          N/A    Lock/57_0.0%/3
 42   $ 36,838    2/11/2003    1/11/2008          N/A    Lock/54_0.0%/6
 43   $ 38,558    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 44   $ 37,115   10/11/2002    9/11/2012          N/A   Lock/114_0.0%/6
 46   $ 36,081    12/1/2002    11/1/2012          N/A   Lock/117_0.0%/3
 47   $ 36,372     1/1/2003    12/1/2012          N/A   Lock/117_0.0%/3
 48   $ 32,325     1/1/2003    12/1/2012          N/A   Lock/117_0.0%/3
 49   $ 31,512    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 52   $ 30,339    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 54   $ 25,945    2/11/2003    1/11/2008          N/A    Lock/57_0.0%/3
 55   $ 26,380    2/11/2003    1/11/2008          N/A    Lock/57_0.0%/3
 56   $ 27,522     1/1/2003    12/1/2032    12/1/2012   Lock/116_0.0%/4
 57   $ 25,481     1/1/2003    12/1/2032    12/1/2012   Lock/116_0.0%/4
 58   $ 26,705    12/1/2002    11/1/2032    11/1/2012   Lock/116_0.0%/4
</TABLE>


                                      B-1-5

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                          Interest
                                                     Original       Remaining       Original     Remaining    Mortgage   Calculation
                                                   Amortization    Amortization     Term to       Term to     Interest    (30/360 /
#                     Loan Name                        Term            Term       Maturity(2)   Maturity(2)     Rate     Actual/360)
---   -----------------------------------------   -------------   -------------   -----------   -----------   --------   -----------
<S>   <C>                                              <C>             <C>            <C>           <C>        <C>        <C>
 59   Spruce Street Station Shopping Center            360             356            120           116        6.750%     Actual/360
 60   Five Points Plaza                                300             297            120           117        6.250%     Actual/360
 62   Walgreens - West Jefferson                       360             355            120           115        6.500%     Actual/360
 63   Taunton Corporate Center                         360             357            120           117        6.300%     Actual/360

 64   5501 Connecticut Avenue                          360             357            120           117        6.140%     Actual/360
 65   Walgreens - Waterbury, CT                        360             356            120           116        6.060%     Actual/360
 67   Walgreens - Albany, GA                           300             296            120           116        6.250%     Actual/360
 68   CVS - Raleigh, NC                                360             357            120           117        6.010%     Actual/360
 69   Gold Star Mobile Estates                         300             297             60            57        5.550%     Actual/360
 70   Gray Road Industrial                             360             358             60            58        6.150%     Actual/360
 71   Walgreens - Olive Branch, MS                     360             356            120           116        6.250%     Actual/360
 73   Sahara Corporate Center                          360             354            120           114        6.750%     Actual/360
 74   CVS - Wilmington, NC                             300             297            120           117        6.010%     Actual/360
 75   Walgreens - Burlington, KY                       360             355            120           115        6.500%     Actual/360
 76   Bayview East and Manette Villa Apartments        300             296            120           116        6.270%     Actual/360
 77   Premier Self Storage                             300             296            120           116        6.200%     Actual/360
 78   Walgreens - Anderson, IN                         360             355            120           115        6.500%     Actual/360
 79   Old Town Station Shopping Center                 300             295             60            55        6.900%     Actual/360

 80   Ellsworth Square Apartments                      360             356            120           116        6.040%     Actual/360
 81   Kuhlo Medical Building                           360             355            120           115        6.350%     Actual/360
 82   2575 Grand Canal Boulevard                       300             298            120           118        6.090%     Actual/360
 84   401-403 South Washington                         360             356            120           116        6.750%     Actual/360
 85   Eckerd Nashville                                 360             355            120           115        6.350%     Actual/360
 86   Shurgard Self Storage                            300             297            120           117        6.500%     Actual/360
 87   Barber Knolls Apartments                         360             357            120           117        6.100%     Actual/360
 88   Park Oaks Village Phase II                       300             296            120           116        6.250%     Actual/360
 90   Hickory Trace Apartments                         360             357            132           129        5.860%     Actual/360
 91   Green Acres Shopping Center II                   300             297            120           117        6.660%     Actual/360
 93   Greenwood Apartments                             360             356            120           116        6.750%     Actual/360
 94   Midtown Estates                                  300             297            120           117        6.200%     Actual/360
 95   Knollwood Townhouse Apartments                   240             237            120           117        6.500%     Actual/360
 96   Seven Wells Street                               300             295            120           115        6.450%     Actual/360
 97   Centre Court Apartments                          360             356            120           116        5.710%     Actual/360
 98   Lincoln Broadway Building                        300             296            120           116        6.040%     Actual/360
 99   Anoka Acres Mobile Home Community                300             295             84            79        6.360%     Actual/360
100   4210 Lake Avenue Townhouses                      360             357            120           117        6.080%     Actual/360
101   Biarritz Drive Apartments                        360             356             60            56        6.350%     Actual/360

<CAPTION>
                   First                                  Prepayment
      Monthly     Payment     Maturity                 Provision as of
#     Payment      Date         Date        ARD(8)      Origination(9)
---   -------   ----------   ----------   ----------   ---------------
<S>   <C>        <C>          <C>          <C>         <C>
 59   $27,241     1/1/2003    12/1/2032    12/1/2012   Lock/116_0.0%/4
 60   $27,548     2/1/2003     1/1/2028     1/1/2013   Lock/116_0.0%/4
 62   $26,231    12/1/2002    11/1/2032    11/1/2012   Lock/116_0.0%/4
 63   $24,759    2/11/2003    1/11/2013          N/A   Lock/39_YM1/78_
                                                            0.0%/3
 64   $21,300    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 65   $20,727     1/1/2003    12/1/2032    12/1/2012   Lock/116_0.0%/4
 67   $22,198     1/1/2003    12/1/2027    12/1/2012   Lock/116_0.0%/4
 68   $19,206     2/1/2003     1/1/2033     1/1/2013   Lock/116_0.0%/4
 69   $19,592    2/11/2003    1/11/2008          N/A    Lock/54_0.0%/6
 70   $19,191    3/11/2003    2/11/2008          N/A    Lock/57_0.0%/3
 71   $18,102     1/1/2003    12/1/2032    12/1/2012   Lock/116_0.0%/4
 73   $18,550    11/1/2002    10/1/2032    10/1/2012   Lock/116_0.0%/4
 74   $17,735     2/1/2003     1/1/2028     1/1/2013   Lock/116_0.0%/4
 75   $17,319    12/1/2002    11/1/2032    11/1/2012   Lock/116_0.0%/4
 76   $17,607     1/1/2003    12/1/2012          N/A   Lock/117_0.0%/3
 77   $17,399     1/1/2003    12/1/2012          N/A   Lock/117_0.0%/3
 78   $16,592    12/1/2002    11/1/2032    11/1/2012   Lock/116_0.0%/4
 79   $17,580   12/11/2002   11/11/2007          N/A   Lock/41_YM1/16_
                                                            0.0%/3
 80   $13,999    1/11/2003   12/11/2012          N/A   Lock/114_0.0%/6
 81   $14,231    12/1/2002    11/1/2012          N/A   Lock/117_0.0%/3
 82   $14,621    3/11/2003    2/11/2013          N/A   Lock/114_0.0%/6
 84   $14,107     1/1/2003    12/1/2012          N/A   Lock/117_0.0%/3
 85   $13,534   12/11/2002   11/11/2032   11/11/2012   Lock/117_0.0%/3
 86   $14,517     2/1/2003     1/1/2013          N/A   Lock/117_0.0%/3
 87   $12,726    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 88   $13,655     1/1/2003    12/1/2012          N/A   Lock/117_0.0%/3
 90   $11,812    2/11/2003    1/11/2014          N/A   Lock/129_0.0%/3
 91   $13,705    2/11/2003    1/11/2013          N/A   Lock/117_0.0%/3
 93   $10,540    1/11/2003   12/11/2012          N/A   Lock/114_0.0%/6
 94   $10,571    2/11/2003    1/11/2013          N/A   Lock/114_0.0%/6
 95   $11,929    2/11/2003    1/11/2013          N/A   Lock/114_0.0%/6
 96   $10,249   12/11/2002   11/11/2012          N/A   Lock/114_0.0%/6
 97   $ 8,716    1/11/2003   12/11/2012          N/A   Lock/117_0.0%/3
 98   $ 9,701    1/11/2003   12/11/2012          N/A   Lock/114_0.0%/6
 99   $ 8,531   12/11/2002   11/11/2009          N/A    Lock/78_0.0%/6
100   $ 5,805    2/11/2003    1/11/2013          N/A   Lock/114_0.0%/6
101   $ 3,111    1/11/2003   12/11/2007          N/A    Lock/54_0.0%/6
</TABLE>


                                      B-1-6

<PAGE>

<TABLE>
<CAPTION>
                                                                     Servicing                  Contractual
                                                          Yield         and      Engineering     Recurring
                                          Defeasance   Maintenance    Trustee    Reserve at     Replacement
 #                Loan Name               Option(10)     Spread        Fees      Origination   Reserve/FF&E
---   ---------------------------------   ----------   -----------   ---------   -----------   ------------
 <S>  <C>                                     <C>         <C>         <C>         <C>             <C>
  1   Great Lakes Crossing                    Yes          N/A        0.0421%            N/A          N/A
  2   Ritz-Carlton Key Biscayne               Yes          N/A        0.0421%            N/A          4.0%
  3   Museum Square                           Yes          N/A        0.0421%            N/A      $96,087


  4   Crescent at Carlyle                     Yes          N/A        0.0421%            N/A      $21,289
  5   North Park Executive Center             Yes          N/A        0.0421%            N/A      $93,600




  6   Sully Place                             Yes          N/A        0.0421%     $1,000,000      $78,804
  9   Michigan Equities U Portfolio           Yes          N/A        0.0621%     $   32,371      $52,668
 10   The Carl Zeiss Building                 Yes          N/A        0.0421%            N/A          N/A
 11   BAE Systems Building                    Yes          N/A        0.0421%            N/A      $13,381





 15   Sunset Coast Plaza                      Yes          N/A        0.0421%     $  101,850      $28,560
 16   Williams Centre Building 2              No          T-Flat      0.0521%            N/A          N/A

 17   Williams Centre Building 1              No          T-Flat      0.0521%            N/A          N/A

 18   Williams Centre Building 3              No          T-Flat      0.0521%            N/A          N/A

 20   BECO Building                           Yes          N/A        0.0421%            N/A      $17,028
 22   Costa Mesa Square Shopping Center       Yes          N/A        0.0421%            N/A          N/A


 23   Fairmount Place II                      Yes          N/A        0.0521%            N/A      $ 9,900


 24   Kahana Gateway Center                   Yes          N/A        0.0421%            N/A      $16,014
 25   Centennial Village                      Yes          N/A        0.0421%            N/A      $11,700
 26   Brick Church Plaza                      Yes          N/A        0.0421%     $    3,125      $19,665
 27   Giant Eagle Plaza                       Yes          N/A        0.0521%            N/A      $16,631
 28   Abbotts Village Shopping Center         No          T-Flat      0.0521%            N/A          N/A
 29   Santa Barbara Tech Center               Yes          N/A        0.0421%     $   26,600      $16,959
 30   Sealy Mustang Park                      Yes          N/A        0.0421%     $   91,250          N/A
 31   Highland Village Plaza                  Yes          N/A        0.0421%     $   38,750      $13,469
 32   Hoover Square                           Yes          N/A        0.0421%            N/A      $24,204
 33   Advantis Technologies                   Yes          N/A        0.0421%            N/A          N/A
 34   Ford Factory Square                     Yes          N/A        0.0421%     $   13,750      $33,264

<CAPTION>
        LC & TI     Contractual     Tax &       Initial    Initial Other   Initial Debt
      Reserve at     Recurring    Insurance      Other        Reserve         Service
#     Origination      LC&TI       Escrows      Reserve     Description       Reserve
---   -----------   -----------   ---------   ----------   -------------   ------------
 <S>    <C>          <C>          <C>         <C>          <C>               <C>
  1          N/A          N/A        None            N/A        N/A               N/A
  2          N/A          N/A        Tax             N/A        N/A          $533,188
  3     $ 33,452     $ 75,000        Both     $   35,694     Existing             N/A
                                                              Tenant
                                                             Reserve
  4          N/A          N/A        Both            N/A        N/A               N/A
  5          N/A     $618,000        Both     $  308,620    Employer's            N/A
                                                              Mutual
                                                             Casualty
                                                           Company TILC
                                                              Reserve
  6          N/A     $156,000        Both            N/A        N/A               N/A
  9     $119,912     $447,000        Both            N/A        N/A               N/A
 10          N/A          N/A        None            N/A        N/A               N/A
 11          N/A          N/A        Both     $1,183,260   Refurbishment          N/A
                                                              Reserve
                                                            ($669,030),
                                                           Rent Reserve
                                                           ($514,230.42)
                                                             (Released)
 15     $800,000     $215,004        Both            N/A        N/A               N/A
 16     $  2,778     $ 33,333     Insurance   $    4,438      Escrow              N/A
                                                             Agreement
 17     $  2,778     $ 33,333        Both     $    4,438      Escrow              N/A
                                                             Agreement
 18     $  2,778     $ 33,333        Both     $    4,438      Escrow              N/A
                                                             Agreement
 20     $174,576     $ 99,996        Both            N/A        N/A               N/A
 22          N/A          N/A        None     $  377,040      Henry's             N/A
                                                            Marketplace
                                                            TILC Reserve
 23          N/A     $225,000        Tax      $  166,667     Clinical             N/A
                                                            Associates
                                                              Reserve
 24          N/A     $ 80,000        Both            N/A        N/A               N/A
 25          N/A          N/A     Insurance          N/A        N/A               N/A
 26          N/A     $ 55,000        Both            N/A        N/A               N/A
 27          N/A          N/A        Tax             N/A        N/A               N/A
 28          N/A          N/A        None            N/A        N/A               N/A
 29     $450,000     $ 63,600        Tax             N/A        N/A               N/A
 30     $150,000     $115,000        Both            N/A        N/A               N/A
 31          N/A     $ 67,345        Both            N/A        N/A               N/A
 32          N/A     $ 40,000        Both            N/A        N/A               N/A
 33          N/A          N/A        None            N/A        N/A               N/A
 34          N/A     $ 15,000        Both     $    4,000      Gambro              N/A
                                                            Healthcare
                                                             Estoppel
                                                            Reserve
</TABLE>


                                      B-1-7

<PAGE>

<TABLE>
<CAPTION>
                                                                             Servicing                  Contractual
                                                                  Yield         and      Engineering     Recurring      LC & TI
                                                  Defeasance   Maintenance    Trustee    Reserve at    Replacement    Reserve at
 #             Loan Name                          Option(10)     Spread        Fees      Origination   Reserve/FF&E   Origination
---   -----------------------------------------   ----------   -----------   ---------   -----------   ------------   -----------
 <S>  <C>                                             <C>         <C>         <C>          <C>            <C>           <C>
 35   Rocky Mount Marketplace                         Yes          N/A        0.0421%           N/A       $10,020            N/A
 36   Paradise Cay Apartments                         Yes          N/A        0.0421%      $  4,125       $39,400            N/A
 37   365 Broadway                                    Yes          N/A        0.0421%      $  4,500       $13,308       $360,000
 38   Mack Park Apartments                            Yes          N/A        0.0421%      $ 92,500       $56,500            N/A
 39   Plank Road Commons                              Yes          N/A        0.0421%           N/A           N/A            N/A
 40   Plaza at Coral Springs                          Yes          N/A        0.1121%      $150,000       $18,666       $100,000
 41   Pine Meadow Apartments                          Yes          N/A        0.0421%      $ 41,938       $51,000            N/A
 42   Sentry Park Apartments                          Yes          N/A        0.0421%      $133,500       $59,000            N/A
 43   Southside Village Shopping Center               Yes          N/A        0.0821%      $ 31,437           N/A       $100,000
 44   Phoenix Business Park                           Yes          N/A        0.0421%      $ 11,250       $42,000       $ 50,000
 46   Timberlake Apartments                           Yes          N/A        0.0521%      $100,000           N/A            N/A
 47   Indiana Business Center                         Yes          N/A        0.0521%      $ 18,688           N/A       $  2,325
 48   Pinecrest Shopping Center                       Yes          N/A        0.0521%           N/A       $15,645       $  1,279
 49   South Monroe Commons Shopping Center            Yes          N/A        0.0421%           N/A       $ 6,888            N/A
 52   Northeast Medical Arts Center                   Yes          N/A        0.0421%           N/A       $ 7,696            N/A
 54   Oak Springs Mobile Home Park                    Yes          N/A        0.0421%      $ 96,250           N/A            N/A
 55   Thunderbird Airport Plaza                       Yes          N/A        0.0421%           N/A       $ 8,003            N/A
 56   Best Buy - El Paso, TX                          Yes          N/A        0.1021%           N/A           N/A            N/A
 57   Sav-On Drug Store - Las Vegas, NV               Yes          N/A        0.0521%           N/A       $ 2,568            N/A
 58   Walgreens - North Clinton                       Yes          N/A        0.0521%           N/A       $ 2,268            N/A
 59   Spruce Street Station Shopping Center           Yes          N/A        0.0521%           N/A       $14,960       $    575
 60   Five Points Plaza                               Yes          N/A        0.0521%           N/A       $ 8,628       $  1,956
 62   Walgreens - West Jefferson                      Yes          N/A        0.0521%           N/A       $ 2,174            N/A
 63   Taunton Corporate Center                        No          T-Flat      0.0421%      $ 20,375       $10,546            N/A






 64   5501 Connecticut Avenue                         Yes          N/A        0.0421%           N/A       $ 5,232            N/A



 65   Walgreens - Waterbury, CT                       Yes          N/A        0.0521%      $ 38,035           N/A            N/A
 67   Walgreens - Albany, GA                          Yes          N/A        0.0521%           N/A           N/A            N/A
 68   CVS - Raleigh, NC                               Yes          N/A        0.0521%           N/A       $ 1,524            N/A
 69   Gold Star Mobile Estates                        Yes          N/A        0.0421%      $  3,125       $ 9,150            N/A
 70   Gray Road Industrial                            Yes          N/A        0.0821%           N/A       $ 6,855            N/A
 71   Walgreens - Olive Branch, MS                    Yes          N/A        0.1021%           N/A           N/A            N/A
 73   Sahara Corporate Center                         Yes          N/A        0.0521%           N/A       $ 5,600            N/A


 74   CVS - Wilmington, NC                            Yes          N/A        0.0521%           N/A       $ 1,632            N/A
 75   Walgreens - Burlington, KY                      Yes          N/A        0.0521%           N/A       $ 2,174            N/A
 76   Bayview East and Manette Villa Apartments       Yes          N/A        0.0521%      $ 61,516       $41,100            N/A
 77   Premier Self Storage                            Yes          N/A        0.0521%           N/A           N/A            N/A

<CAPTION>
      Contractual     Tax &     Initial   Initial Other   Initial Debt
       Recurring    Insurance    Other       Reserve         Service
 #       LC&TI       Escrows    Reserve    Description       Reserve
---   -----------   ---------   -------   -------------   ------------
 <S>    <C>         <C>         <C>       <C>                  <C>
 35     $21,096        Both         N/A         N/A            N/A
 36         N/A        Both         N/A         N/A            N/A
 37         N/A        Both         N/A         N/A            N/A
 38         N/A        Both         N/A         N/A            N/A
 39         N/A        Both         N/A         N/A            N/A
 40         N/A        Both         N/A         N/A            N/A
 41         N/A        Both         N/A         N/A            N/A
 42         N/A        Both         N/A         N/A            N/A
 43         N/A        Both         N/A         N/A            N/A
 44     $30,000        Both         N/A         N/A            N/A
 46         N/A        Both         N/A         N/A            N/A
 47     $27,900        Both         N/A         N/A            N/A
 48     $15,348        Both         N/A         N/A            N/A
 49     $19,992        Both         N/A         N/A            N/A
 52     $71,973        Both         N/A         N/A            N/A
 54         N/A        Both         N/A         N/A            N/A
 55     $40,001     Insurance       N/A         N/A            N/A
 56         N/A        None         N/A         N/A            N/A
 57         N/A        None         N/A         N/A            N/A
 58         N/A        None         N/A         N/A            N/A
 59     $ 6,900        Both         N/A         N/A            N/A
 60     $23,472        Both         N/A         N/A            N/A
 62         N/A        None         N/A         N/A            N/A
 63     $60,000        Both     $ 6,285      Grainger          N/A
                                             Reserve
                                           ($2,435.00);
                                            Terrorism
                                            Insurance
                                             Reserve
                                           ($3,850.00)
 64     $24,996        Both     $15,750      Initial           N/A
                                            Terrorism
                                            Insurance
                                             Reserve
 65         N/A        None         N/A        N/A             N/A
 67         N/A        None         N/A        N/A             N/A
 68         N/A        None         N/A        N/A             N/A
 69         N/A        Both         N/A        N/A             N/A
 70     $34,277        Both         N/A        N/A             N/A
 71         N/A     Insurance       N/A        N/A             N/A
 73     $43,356        Both     $99,563    Holdback for        N/A
                                          completion of
                                            building
 74         N/A        None         N/A        N/A             N/A
 75         N/A        None         N/A        N/A             N/A
 76         N/A        Both         N/A        N/A             N/A
 77         N/A        Both         N/A        N/A             N/A
</TABLE>


                                      B-1-8

<PAGE>

<TABLE>
<CAPTION>
                                                                     Servicing                  Contractual
                                                          Yield         and      Engineering     Recurring        LC & TI
                                          Defeasance   Maintenance    Trustee    Reserve at     Replacement     Reserve at
 #             Loan Name                  Option(10)     Spread        Fees      Origination    Reserve/FF&E    Origination
---   ---------------------------------   ----------   -----------   ---------   -----------   --------------   -----------
<S>   <C>                                     <C>        <C>          <C>          <C>             <C>            <C>
 78   Walgreens - Anderson, IN                Yes         N/A         0.0521%           N/A            N/A            N/A
 79   Old Town Station Shopping Center        No         T-Flat       0.0421%           N/A            N/A            N/A
 80   Ellsworth Square Apartments             Yes         N/A         0.0421%      $  1,000        $18,000            N/A
 81   Kuhlo Medical Building                  Yes         N/A         0.1021%           N/A        $ 3,828        $ 2,924



 82   2575 Grand Canal Boulevard              Yes         N/A         0.0421%           N/A            N/A            N/A
 84   401-403 South Washington                Yes         N/A         0.0521%      $129,375        $13,068        $55,000
 85   Eckerd Nashville                        Yes         N/A         0.0421%           N/A            N/A            N/A
 86   Shurgard Self Storage                   Yes         N/A         0.0521%           N/A        $ 7,783            N/A
 87   Barber Knolls Apartments                Yes         N/A         0.0621%      $ 30,250        $22,248            N/A
 88   Park Oaks Village Phase II              Yes         N/A         0.0521%           N/A        $ 2,412        $ 1,667
 90   Hickory Trace Apartments                Yes         N/A         0.0421%      $119,600        $31,500            N/A
 91   Green Acres Shopping Center II          Yes         N/A         0.0421%      $ 25,000        $ 8,475            N/A

 93   Greenwood Apartments                    Yes         N/A         0.0421%      $ 77,865        $11,000            N/A
 94   Midtown Estates                         Yes         N/A         0.0421%      $ 12,000        $27,250            N/A
 95   Knollwood Townhouse Apartments          Yes         N/A         0.0421%      $ 68,287        $17,250            N/A
 96   Seven Wells Street                      Yes         N/A         0.0421%      $ 19,531            N/A        $40,000
 97   Centre Court Apartments                 Yes         N/A         0.0421%           N/A        $ 7,200            N/A
 98   Lincoln Broadway Building               Yes         N/A         0.0421%           N/A            N/A            N/A
 99   Anoka Acres Mobile Home Community       Yes         N/A         0.0421%      $ 19,312        $ 4,100            N/A
100   4210 Lake Avenue Townhouses             Yes         N/A         0.0421%           N/A        $ 6,000            N/A
101   Biarritz Drive Apartments               Yes         N/A         0.0421%           N/A        $ 3,500            N/A

<CAPTION>
      Contractual     Tax &     Initial    Initial Other    Initial Debt
       Recurring    Insurance    Other         Reserve        Service
 #       LC&TI       Escrows    Reserve      Description      Reserve
---   -----------   ---------   --------   --------------   ------------
<S>     <C>            <C>      <C>        <C>                  <C>
 78         N/A        None          N/A         N/A            N/A
 79         N/A        Both          N/A         N/A            N/A
 80         N/A        Both          N/A         N/A            N/A
 81     $35,088        Both     $ 25,563     Holdback to        N/A
                                            complete 818
                                           square feet of
                                                space
 82         N/A        Both          N/A         N/A            N/A
 84     $17,280        Both          N/A         N/A            N/A
 85     $18,000        None          N/A         N/A            N/A
 86         N/A        Both          N/A         N/A            N/A
 87         N/A        Both          N/A         N/A            N/A
 88     $20,000        Both          N/A         N/A            N/A
 90         N/A        Both          N/A         N/A            N/A
 91     $56,155        Both     $200,000      ION Photo         N/A
                                               Reserve
 93         N/A        Both          N/A         N/A            N/A
 94         N/A        Both          N/A         N/A            N/A
 95         N/A        Both          N/A         N/A            N/A
 96         N/A        Both          N/A         N/A            N/A
 97         N/A        Both          N/A         N/A            N/A
 98         N/A        Both          N/A         N/A            N/A
 99         N/A        Both          N/A         N/A            N/A
100         N/A        Both          N/A         N/A            N/A
101         N/A        Both          N/A         N/A            N/A
</TABLE>


                                      B-1-9

<PAGE>

<TABLE>
<CAPTION>
                                            Initial
                                          Replacement    Letter of      Letter of Credit        Earnout      Earnout Reserve
 #               Loan Name                  Reserve       Credit         Description            Reserve        Description
---   ---------------------------------   -----------   ----------   -----------------------   --------   ----------------------
<S>   <C>                                   <C>         <C>          <C>                       <C>        <C>
  1   Great Lakes Crossing                     N/A             N/A             N/A                  N/A            N/A
  2   Ritz-Carlton Key Biscayne                N/A             N/A             N/A                  N/A            N/A
  3   Museum Square                            N/A      $  202,622     To be released after         N/A            N/A
                                                                       Screen Actor's Guild
                                                                       commences payment on
                                                                               rent
  4   Crescent at Carlyle                      N/A      $6,000,000   Additional security for        N/A            N/A
                                                                          Primary Lease
  5   North Park Executive Center              N/A             N/A             N/A                  N/A            N/A
  6   Sully Place                              N/A             N/A             N/A                  N/A            N/A
  9   Michigan Equities U Portfolio            N/A             N/A             N/A                  N/A            N/A
 10   The Carl Zeiss Building                  N/A             N/A             N/A             $692,588   Release as long as no
                                                                                                           Event of Default has
                                                                                                          occurred on a monthly
                                                                                                            basis ($30,112.52)
                                                                                                          commencing on November
                                                                                                                 11, 2002
 11   BAE Systems Building                     N/A             N/A             N/A                  N/A            N/A
 15   Sunset Coast Plaza                       N/A             N/A             N/A                  N/A            N/A
 16   Williams Centre Building 2               N/A             N/A             N/A                  N/A            N/A
 17   Williams Centre Building 1               N/A             N/A             N/A                  N/A            N/A
 18   Williams Centre Building 3               N/A             N/A             N/A                  N/A            N/A
 20   BECO Building                            N/A             N/A             N/A                  N/A            N/A
 22   Costa Mesa Square Shopping Center        N/A      $  699,000       Earnout Reserve            N/A            N/A
                                                                        ($600,000); Buyout
                                                                      Reserve ($64,000); Tax
                                                                       & Insurance Reserve
                                                                            ($35,000)
 23   Fairmount Place II                       N/A             N/A             N/A                  N/A            N/A
 24   Kahana Gateway Center                    N/A             N/A             N/A                  N/A            N/A
 25   Centennial Village                       N/A             N/A             N/A                  N/A            N/A
 26   Brick Church Plaza                       N/A             N/A             N/A                  N/A            N/A
 27   Giant Eagle Plaza                     $1,386      $  300,000    Release upon: 1) 4,900        N/A            N/A
                                                                      sf of vacant space is
                                                                       leased with at least
                                                                      3-year term at rate of
                                                                     $13 psf (3,400 of 4,900
                                                                      already satisfied), 2)
                                                                       Evidence of tenants
                                                                           paying rent

 28   Abbotts Village Shopping Center          N/A             N/A             N/A                  N/A            N/A
 29   Santa Barbara Tech Center                N/A             N/A             N/A                  N/A            N/A
 30   Sealy Mustang Park                       N/A             N/A             N/A                  N/A            N/A
 31   Highland Village Plaza                   N/A             N/A             N/A                  N/A            N/A
 32   Hoover Square                            N/A             N/A             N/A                  N/A            N/A
 33   Advantis Technologies                    N/A      $  637,500    TILC Letter of Credit         N/A            N/A
 34   Ford Factory Square                      N/A             N/A             N/A                  N/A            N/A
 35   Rocky Mount Marketplace                  N/A             N/A             N/A                  N/A            N/A
 36   Paradise Cay Apartments                  N/A             N/A             N/A                  N/A            N/A

<CAPTION>
      Additional
      Collateral   Additional Collateral    Additional Collateral
 #      Amount           Event Date              Description
---   ----------   ---------------------   ----------------------
<S>    <C>               <C>               <C>
  1         N/A              N/A                     N/A
  2         N/A              N/A                     N/A
  3         N/A              N/A                     N/A



  4         N/A              N/A                     N/A

  5         N/A              N/A                     N/A
  6         N/A              N/A                     N/A
  9         N/A              N/A                     N/A
 10         N/A              N/A                     N/A





 11         N/A              N/A                     N/A
 15         N/A              N/A                     N/A
 16         N/A              N/A                     N/A
 17         N/A              N/A                     N/A
 18         N/A              N/A                     N/A
 20         N/A              N/A                     N/A
 22         N/A              N/A                     N/A




 23         N/A              N/A                     N/A
 24         N/A              N/A                     N/A
 25         N/A              N/A                     N/A
 26         N/A              N/A                     N/A
 27    $300,000          12/20/2003        Release upon: 1) 4,900
                                            sf of vacant space is
                                            leased with at least
                                           3-year term at rate of
                                              $13 psf (3,400 of
                                                4,900 already
                                               satisfied), 2)
                                             Evidence of tenants
                                                 paying rent
 28         N/A              N/A                     N/A
 29         N/A              N/A                     N/A
 30         N/A              N/A                     N/A
 31         N/A              N/A                     N/A
 32         N/A              N/A                     N/A
 33         N/A              N/A                     N/A
 34         N/A              N/A                     N/A
 35         N/A              N/A                     N/A
 36         N/A              N/A                     N/A
</TABLE>


                                     B-1-10

<PAGE>

<TABLE>
<CAPTION>
                                               Initial
                                             Replacement   Letter of      Letter of Credit       Earnout       Earnout Reserve
 #                Loan Name                     Reserve       Credit         Description          Reserve         Description
---   ------------------------------------   -----------   ---------   ----------------------   --------   -----------------------
<S>   <C>                                      <C>          <C>        <C>                      <C>        <C>
 37   365 Broadway                                 N/A           N/A            N/A                  N/A             N/A
 38   Mack Park Apartments                         N/A           N/A            N/A                  N/A             N/A
 39   Plank Road Commons                           N/A           N/A            N/A                  N/A             N/A
 40   Plaza at Coral Springs                       N/A           N/A            N/A                  N/A             N/A
 41   Pine Meadow Apartments                       N/A           N/A            N/A                  N/A             N/A
 42   Sentry Park Apartments                       N/A           N/A            N/A                  N/A             N/A
 43   Southside Village Shopping Center            N/A           N/A            N/A                  N/A             N/A
 44   Phoenix Business Park                    $25,000      $240,000     Lease Termination           N/A             N/A
                                                                         Payment Reserve -
                                                                        Proceeds assigned by
                                                                         Borrower to Lender
                                                                        pursuant to a tenant
                                                                               lease
 46   Timberlake Apartments                        N/A           N/A            N/A                  N/A             N/A
 47   Indiana Business Center                      N/A           N/A            N/A                  N/A             N/A
 48   Pinecrest Shopping Center                $ 1,304      $ 50,000   Environmental Holdback   $200,000     Release upon: 1) No
                                                                                                             default, 2) Cousins
                                                                                                             Submarine is paying
                                                                                                               rent at premises
 49   South Monroe Commons Shopping Center         N/A           N/A            N/A                  N/A             N/A
 52   Northeast Medical Arts Center                N/A           N/A            N/A             $200,000     Release upon: 1) No
                                                                                                             Default, 2) Atlanta
                                                                                                               Knee and Sports
                                                                                                            Medicine has occupied
                                                                                                             space and is paying
                                                                                                             rent, 3) Grattan D.
                                                                                                              Woodson, M.D. has
                                                                                                           accepted additional 614
                                                                                                           SF and commenced paying
                                                                                                                     rent
 54   Oak Springs Mobile Home Park                 N/A           N/A            N/A                  N/A             N/A
 55   Thunderbird Airport Plaza                    N/A           N/A            N/A                  N/A             N/A
 56   Best Buy - El Paso, TX                       N/A           N/A            N/A                  N/A             N/A
 57   Sav-On Drug Store - Las Vegas, NV        $   214           N/A            N/A                  N/A             N/A
 58   Walgreens - North Clinton                $   189           N/A            N/A                  N/A             N/A
 59   Spruce Street Station Shopping Center    $ 1,247           N/A            N/A             $200,000    Release upon: 1) Movie
                                                                                                             Gallery lease of no
                                                                                                            less than 3,750 sf at
                                                                                                             rate of $12 psf, 2)
                                                                                                            Evidence of tenant in
                                                                                                           occupancy, 3) No default

 60   Five Points Plaza                        $   719           N/A            N/A                  N/A             N/A
 62   Walgreens - West Jefferson               $   181           N/A            N/A                  N/A             N/A
 63   Taunton Corporate Center                     N/A           N/A            N/A                  N/A             N/A
 64   5501 Connecticut Avenue                      N/A           N/A            N/A                  N/A             N/A
 65   Walgreens - Waterbury, CT                    N/A           N/A            N/A                  N/A             N/A
 67   Walgreens - Albany, GA                       N/A           N/A            N/A                  N/A             N/A
 68   CVS - Raleigh, NC                        $   127           N/A            N/A                  N/A             N/A
 69   Gold Star Mobile Estates                     N/A           N/A            N/A                  N/A             N/A

<CAPTION>
      Additional
      Collateral   Additional Collateral    Additional Collateral
 #      Amount           Event Date              Description
---   ----------   ---------------------   ----------------------
<S>    <C>               <C>               <C>
 37         N/A             N/A                      N/A
 38         N/A             N/A                      N/A
 39         N/A             N/A                      N/A
 40         N/A             N/A                      N/A
 41         N/A             N/A                      N/A
 42         N/A             N/A                      N/A
 43         N/A             N/A                      N/A
 44         N/A             N/A                      N/A





 46         N/A             N/A                      N/A
 47         N/A             N/A                      N/A
 48    $200,000          8/22/2003           Release upon: 1) No
                                             default, 2) Cousins
                                             Submarine is paying
                                              rent at premises
 49         N/A             N/A                      N/A
 52    $200,000          7/13/2003           Release upon: 1) No
                                             Default, 2) Atlanta
                                               Knee and Sports
                                            Medicine has occupied
                                             space and is paying
                                             rent, 3) Grattan D.
                                              Woodson, M.D. has
                                             accepted additional
                                            614 SF and commenced
                                                 paying rent
 54         N/A             N/A                      N/A
 55         N/A             N/A                      N/A
 56         N/A             N/A                      N/A
 57         N/A             N/A                      N/A
 58         N/A             N/A                      N/A
 59    $200,000          8/26/2003         Release upon: 1) Movie
                                             Gallery lease of no
                                            less than 3,750 sf at
                                             rate of $12 psf, 2)
                                            Evidence of tenant in
                                              occupancy, 3) No
                                                   default
 60         N/A             N/A                      N/A
 62         N/A             N/A                      N/A
 63         N/A             N/A                      N/A
 64         N/A             N/A                      N/A
 65         N/A             N/A                      N/A
 67         N/A             N/A                      N/A
 68         N/A             N/A                      N/A
 69         N/A             N/A                      N/A
</TABLE>


                                     B-1-11

<PAGE>

<TABLE>
<CAPTION>
                                                    Initial
                                                  Replacement   Letter of   Letter of Credit    Earnout       Earnout Reserve
 #                  Loan Name                       Reserve       Credit      Description       Reserve         Description
---   -----------------------------------------   -----------   ---------   ----------------   --------   -----------------------
<S>   <C>                                           <C>            <C>             <C>         <C>        <C>
 70   Gray Road Industrial                              N/A        N/A             N/A         $250,000    Release upon: 1) DSCR
                                                                                                           of 1.25, 2) No adverse
                                                                                                           change in rent roll or
                                                                                                           financial condition of
                                                                                                            tenants, 3) GW, Inc.
                                                                                                               renewed lease
 71   Walgreens - Olive Branch, MS                      N/A        N/A             N/A              N/A             N/A
 73   Sahara Corporate Center                       $   467        N/A             N/A              N/A             N/A
 74   CVS - Wilmington, NC                          $   136        N/A             N/A              N/A             N/A
 75   Walgreens - Burlington, KY                    $   181        N/A             N/A              N/A             N/A
 76   Bayview East and Manette Villa Apartments     $ 3,440        N/A             N/A              N/A             N/A
 77   Premier Self Storage                              N/A        N/A             N/A              N/A             N/A
 78   Walgreens - Anderson, IN                          N/A        N/A             N/A              N/A             N/A
 79   Old Town Station Shopping Center                  N/A        N/A             N/A              N/A             N/A
 80   Ellsworth Square Apartments                       N/A        N/A             N/A              N/A             N/A
 81   Kuhlo Medical Building                        $   319        N/A             N/A              N/A             N/A
 82   2575 Grand Canal Boulevard                        N/A        N/A             N/A         $165,000       Release upon: 1)
                                                                                                            Occupancy of 90%, 2)
                                                                                                              DSCR of 1.25, 3)
                                                                                                            Interplan, Consumer
                                                                                                             Credit Counseling
                                                                                                          Center and Pacific Bell
                                                                                                                renew leases
 84   401-403 South Washington                      $ 1,089        N/A             N/A              N/A             N/A
 85   Eckerd Nashville                                  N/A        N/A             N/A              N/A             N/A
 86   Shurgard Self Storage                         $   649        N/A             N/A         $250,000       Release upon: 1)
                                                                                                             Stabilized NOI of
                                                                                                           $251,593 and effective
                                                                                                              gross income of
                                                                                                          $429,485, 2) No default
 87   Barber Knolls Apartments                      $20,250        N/A             N/A              N/A             N/A
 88   Park Oaks Village Phase II                    $   201        N/A             N/A              N/A             N/A
 90   Hickory Trace Apartments                          N/A        N/A             N/A              N/A             N/A
 91   Green Acres Shopping Center II                    N/A        N/A             N/A              N/A             N/A
 93   Greenwood Apartments                              N/A        N/A             N/A              N/A             N/A
 94   Midtown Estates                                   N/A        N/A             N/A              N/A             N/A
 95   Knollwood Townhouse Apartments                    N/A        N/A             N/A              N/A             N/A
 96   Seven Wells Street                                N/A        N/A             N/A              N/A             N/A
 97   Centre Court Apartments                           N/A        N/A             N/A              N/A             N/A
 98   Lincoln Broadway Building                         N/A        N/A             N/A              N/A             N/A
 99   Anoka Acres Mobile Home Community                 N/A        N/A             N/A              N/A             N/A
100   4210 Lake Avenue Townhouses                       N/A        N/A             N/A              N/A             N/A
101   Biarritz Drive Apartments                         N/A        N/A             N/A              N/A             N/A

<CAPTION>
      Additional
      Collateral     Additional Collateral     Additional Collateral
 #      Amount             Event Date               Description
---   ----------   ------------------------   -----------------------
<S>    <C>         <C>                        <C>
 70    $250,000            7/15/2003           Release upon: 1) DSCR
                                              of 1.25, 2) No adverse
                                              change in rent roll or
                                              financial condition of
                                               tenants, 3) GW, Inc.
                                                   renewed lease
 71         N/A               N/A                       N/A
 73         N/A               N/A                       N/A
 74         N/A               N/A                       N/A
 75         N/A               N/A                       N/A
 76         N/A               N/A                       N/A
 77         N/A               N/A                       N/A
 78         N/A               N/A                       N/A
 79         N/A               N/A                       N/A
 80         N/A               N/A                       N/A
 81         N/A               N/A                       N/A
 82    $165,000       Lease expiration of        Release upon: 1)
                   Tenants: Consumer Credit    Occupancy of 90%, 2)
                     Counseling, Interplan       DSCR of 1.25, 3)
                    Corp., and Pacific Bell     Interplan, Consumer
                       Directory in 2004         Credit Counseling
                                                Center and Pacific
                                                 Bell renew leases
 84         N/A               N/A                       N/A
 85         N/A               N/A                       N/A
 86    $250,000            6/9/2004              Release upon: 1)
                                                 Stabilized NOI of
                                              $251,593 and effective
                                                  gross income of
                                              $429,485, 2) No default
 87         N/A               N/A                       N/A
 88         N/A               N/A                       N/A
 90         N/A               N/A                       N/A
 91         N/A               N/A                       N/A
 93         N/A               N/A                       N/A
 94         N/A               N/A                       N/A
 95         N/A               N/A                       N/A
 96         N/A               N/A                       N/A
 97         N/A               N/A                       N/A
 98         N/A               N/A                       N/A
 99         N/A               N/A                       N/A
100         N/A               N/A                       N/A
101         N/A               N/A                       N/A
</TABLE>


                                     B-1-12

<PAGE>

<TABLE>
<CAPTION>
 #                   Loan Name                    Existing Secondary Financing
---   -----------------------------------------   ----------------------------
<S>   <C>                                                <C>
  1   Great Lakes Crossing                                       N/A
  2   Ritz-Carlton Key Biscayne                          $21,750,000
  3   Museum Square                                              N/A
  4   Crescent at Carlyle                                $14,000,000
  5   North Park Executive Center                                N/A
  6   Sully Place                                                N/A
  9   Michigan Equities U Portfolio                      $ 1,760,000
 10   The Carl Zeiss Building                            $ 7,000,000
 11   BAE Systems Building                               $ 7,345,000
 15   Sunset Coast Plaza                                         N/A
 16   Williams Centre Building 2                                 N/A
 17   Williams Centre Building 1                                 N/A
 18   Williams Centre Building 3                                 N/A
 20   BECO Building                                              N/A
 22   Costa Mesa Square Shopping Center                          N/A
 23   Fairmount Place II                                         N/A
 24   Kahana Gateway Center                                      N/A
 25   Centennial Village                                         N/A
 26   Brick Church Plaza                                         N/A
 27   Giant Eagle Plaza                                          N/A
 28   Abbotts Village Shopping Center                            N/A
 29   Santa Barbara Tech Center                                  N/A
 30   Sealy Mustang Park                                         N/A
 31   Highland Village Plaza                                     N/A
 32   Hoover Square                                              N/A
 33   Advantis Technologies                                      N/A
 34   Ford Factory Square                                        N/A
 35   Rocky Mount Marketplace                                    N/A
 36   Paradise Cay Apartments                                    N/A
 37   365 Broadway                                               N/A
 38   Mack Park Apartments                                       N/A
 39   Plank Road Commons                                         N/A
 40   Plaza at Coral Springs                                     N/A
 41   Pine Meadow Apartments                             $ 1,434,000
 42   Sentry Park Apartments                                     N/A
 43   Southside Village Shopping Center                          N/A
 44   Phoenix Business Park                                      N/A
 46   Timberlake Apartments                              $   350,000
 47   Indiana Business Center                                    N/A
 48   Pinecrest Shopping Center                                  N/A
 49   South Monroe Commons Shopping Center                       N/A
 52   Northeast Medical Arts Center                              N/A
 54   Oak Springs Mobile Home Park                               N/A
 55   Thunderbird Airport Plaza                                  N/A
 56   Best Buy - El Paso, TX                                     N/A
 57   Sav-On Drug Store - Las Vegas, NV                          N/A
 58   Walgreens - North Clinton                                  N/A
 59   Spruce Street Station Shopping Center                      N/A
 60   Five Points Plaza                                          N/A
 62   Walgreens - West Jefferson                                 N/A
 63   Taunton Corporate Center                                   N/A

<CAPTION>
 #                Description of Existing Secondary Financing                  Description of Lock Box
---   ----------------------------------------------------------------------   -----------------------
<S>   <C>                                                                             <C>
  1                                    N/A                                            Springing
  2            Secured subordinate debt made by Luxury Finance, LLC                   Springing
  3                                    N/A                                              Hard
  4   Master Tenant has unsecured loan from Alton Properties and Trading S.A            Hard
  5                                    N/A                                            Springing
  6                                    N/A                                            Springing
  9               B-Note from CBA-Mezzanine Capital Finance, LLC                      Modified
 10     Unsecured subordinate debt made by Estville Financial Corporation               Hard
 11   Master Tenant has unsecured loan from Alton Properties & Trading S.A.             Hard
 15                                    N/A                                              Hard
 16                                    N/A                                               N/A
 17                                    N/A                                               N/A
 18                                    N/A                                               N/A
 20                                    N/A                                               N/A
 22                                    N/A                                            Springing
 23                                    N/A                                               N/A
 24                                    N/A                                            Springing
 25                                    N/A                                               N/A
 26                                    N/A                                            Springing
 27                                    N/A                                            Springing
 28                                    N/A                                               N/A
 29                                    N/A                                            Springing
 30                                    N/A                                               N/A
 31                                    N/A                                            Springing
 32                                    N/A                                            Springing
 33                                    N/A                                              Hard
 34                                    N/A                                               N/A
 35                                    N/A                                               N/A
 36                                    N/A                                               N/A
 37                                    N/A                                            Springing
 38                                    N/A                                            Springing
 39                                    N/A                                               N/A
 40                                    N/A                                               N/A
 41                               Mezzanine Loan                                      Springing
 42                                    N/A                                            Springing
 43                                    N/A                                               N/A
 44                                    N/A                                               N/A
 46                                Secured Debt                                          N/A
 47                                    N/A                                            Springing
 48                                    N/A                                               N/A
 49                                    N/A                                               N/A
 52                                    N/A                                               N/A
 54                                    N/A                                               N/A
 55                                    N/A                                               N/A
 56                                    N/A                                              Hard
 57                                    N/A                                            Springing
 58                                    N/A                                              Hard
 59                                    N/A                                            Springing
 60                                    N/A                                            Springing
 62                                    N/A                                              Hard
 63                                    N/A                                               N/A
</TABLE>


                                     B-1-13

<PAGE>

<TABLE>
<CAPTION>
 #                   Loan Name                    Existing Secondary Financing
---   -----------------------------------------   ----------------------------
<S>   <C>                                                        <C>
 64   5501 Connecticut Avenue                                    N/A
 65   Walgreens - Waterbury, CT                                  N/A
 67   Walgreens - Albany, GA                                     N/A
 68   CVS - Raleigh, NC                                          N/A
 69   Gold Star Mobile Estates                                   N/A
 70   Gray Road Industrial                                       N/A
 71   Walgreens - Olive Branch, MS                               N/A
 73   Sahara Corporate Center                                    N/A
 74   CVS - Wilmington, NC                                       N/A
 75   Walgreens - Burlington, KY                                 N/A
 76   Bayview East and Manette Villa Apartments                  N/A
 77   Premier Self Storage                                       N/A
 78   Walgreens - Anderson, IN                                   N/A
 79   Old Town Station Shopping Center                           N/A
 80   Ellsworth Square Apartments                                N/A
 81   Kuhlo Medical Building                                     N/A
 82   2575 Grand Canal Boulevard                                 N/A
 84   401-403 South Washington                                   N/A
 85   Eckerd Nashville                                           N/A
 86   Shurgard Self Storage                                      N/A
 87   Barber Knolls Apartments                                   N/A
 88   Park Oaks Village Phase II                                 N/A
 90   Hickory Trace Apartments                                   N/A
 91   Green Acres Shopping Center II                             N/A
 93   Greenwood Apartments                                       N/A
 94   Midtown Estates                                            N/A
 95   Knollwood Townhouse Apartments                             N/A
 96   Seven Wells Street                                         N/A
 97   Centre Court Apartments                                    N/A
 98   Lincoln Broadway Building                                  N/A
 99   Anoka Acres Mobile Home Community                          N/A
100   4210 Lake Avenue Townhouses                                N/A
101   Biarritz Drive Apartments                                  N/A

<CAPTION>
 #    Description of Existing Secondary Financing   Description of Lock Box
---   -------------------------------------------   -----------------------
<S>                         <C>                             <C>
 64                         N/A                                N/A
 65                         N/A                               Hard
 67                         N/A                               Hard
 68                         N/A                             Springing
 69                         N/A                                N/A
 70                         N/A                                N/A
 71                         N/A                               Hard
 73                         N/A                             Springing
 74                         N/A                             Springing
 75                         N/A                               Hard
 76                         N/A                                N/A
 77                         N/A                                N/A
 78                         N/A                               Hard
 79                         N/A                                N/A
 80                         N/A                                N/A
 81                         N/A                                N/A
 82                         N/A                                N/A
 84                         N/A                                N/A
 85                         N/A                               Hard
 86                         N/A                                N/A
 87                         N/A                                N/A
 88                         N/A                                N/A
 90                         N/A                                N/A
 91                         N/A                                N/A
 93                         N/A                                N/A
 94                         N/A                                N/A
 95                         N/A                                N/A
 96                         N/A                                N/A
 97                         N/A                                N/A
 98                         N/A                                N/A
 99                         N/A                                N/A
100                         N/A                                N/A
101                         N/A                                N/A
</TABLE>


                                     B-1-14

<PAGE>

                                   EXHIBIT B-2

                    SCHEDULE OF POOLED KEYBANK MORTGAGE LOANS

                      [See attached list of Mortgage Loans]


                                      B-2-1

<PAGE>

<TABLE>
<CAPTION>
 #    Crossed               Loan Name                          Address                    City
---   -------   ---------------------------------   -----------------------------   ----------------
<S>     <C>     <C>                                 <C>                             <C>
  7             2300 Imperial Building              2300 East Imperial Highway         El Segundo
  8             800 Jefferson Street                800 Jefferson Street                Hoboken
 12             The Shops at Cambridge Crossing     2001 West Maple Road                  Troy
 13     (A)     Brooks B Portfolio                  Please see Exhibit A-1 in the      Please see
                                                    Prospectus Supplement            Exhibit A-1 in
                                                                                     the Prospectus
                                                                                       Supplement

 14     (A)     596 Lowell                          596 Lowell Street                   Methuen
 19             Main Street Medical Campus          230-280 South Main Street            Orange
 21             Randolph Mall                       345 Randolph Mall                   Asheboro
 45             Clovis Country Shopping Center      2139-2167 Shaw Avenue                Clovis
 50             Symmes Gate Station                 9666 East Kemper Road               Loveland
 51             Circuit City - Bolingbrook, IL      111 South Weber Road              Bolingbrook
 53             Allsize Storage                     2785 Palisades Drive                 Corona
 61             Circuit City - Colonial Heights,    820 Southpark Boulevard         Colonial Heights
                   VA
 66             Sav-On Drug Store - Lancaster, CA   44430 Challenger Way               Lancaster
 72             Walgreens - Grand Rapids, MI        5100 East Beltline Avenue, NE     Grand Rapids
 83             CVS - Indianapolis, IN              7202 Michigan Road                Indianapolis
 89             Sandalwood Apartment Complex        2162 30th Street                    Greeley
 92             Wilcox Apartments                   305 South Main Street              Middletown

<CAPTION>
                                                  Original    Cut-off Date
                                   Mortgage      Principal     Principal     Maturity/ARD     Interest
 #       State       Zip Code     Loan Seller     Balance      Balance(1)     Balance(2)    Only Period
---   -----------   -----------   -----------   -----------   ------------   ------------   -----------
<S>   <C>           <C>             <C>         <C>            <C>            <C>                <C>
  7       CA           90245        KeyBank     $31,000,000    $30,863,048    $23,924,040        0
  8       NJ           07030        KeyBank     $30,000,000    $29,906,469    $25,290,890        0
 12       MI           48084        KeyBank     $22,000,000    $21,981,038    $18,580,924        0
 13   Please see    Please see      KeyBank     $15,150,000    $15,117,047    $12,835,359        0
      Exhibit A-1   Exhibit A-1
        in the        in the
      Prospectus    Prospectus
      Supplement    Supplement
 14       MA           01844        KeyBank     $ 5,525,000    $ 5,512,982    $ 4,680,881        0
 19       CA           92868        KeyBank     $16,000,000    $15,954,217    $13,667,857        0
 21       NC           27203        KeyBank     $15,700,000    $15,507,167    $12,169,284        0
 45       CA           93611        KeyBank     $ 5,728,000    $ 5,706,262    $ 4,613,842        0
 50       OH           45140        KeyBank     $ 4,950,000    $ 4,946,287    $ 4,244,692        0
 51       IL           60490        KeyBank     $ 4,800,000    $ 4,789,627    $ 4,071,439        0
 53       CA           92880        KeyBank     $ 4,687,000    $ 4,666,949    $ 3,642,850        0
 61       VA           23834        KeyBank     $ 4,154,250    $ 4,145,273    $ 3,523,703        0

 66       CA           93535        KeyBank     $ 3,410,000    $ 3,399,765    $ 2,891,884        0
 72       MI           49525        KeyBank     $ 2,900,000    $ 2,891,702    $ 2,477,299        0
 83       IN           46268        KeyBank     $ 2,219,750    $ 2,214,866    $ 1,876,720        0
 89       CO           80631        KeyBank     $ 2,200,000    $ 2,012,827    $ 1,703,280        0
 92       CT           06457        KeyBank     $ 1,826,000    $ 1,801,813    $ 1,622,254        0
</TABLE>

<TABLE>
<CAPTION>
                                            Original       Remaining     Original      Remaining    Mortgage
                                          Amortization   Amortization     Term to       Term to     Interest
 #                Loan Name                  Term            Term       Maturity(2)   Maturity(2)     Rate
---   ---------------------------------   ------------   ------------   -----------   -----------   --------
<S>   <C>                                     <C>            <C>            <C>           <C>        <C>
  7   2300 Imperial Building                  300            297            120           117        5.900%
  8   800 Jefferson Street                    360            357            120           117        5.800%
 12   The Shops at Cambridge Crossing         360            359            120           119        5.850%
 13   Brooks B Portfolio                      360            358            120           118        5.970%
 14   596 Lowell                              360            358            120           118        5.970%
 19   Main Street Medical Campus              360            357            120           117        6.250%
 21   Randolph Mall                           300            291            120           111        6.500%
 45   Clovis Country Shopping Center          324            321            120           117        5.910%
 50   Symmes Gate Station                     360            359            120           119        6.370%
 51   Circuit City - Bolingbrook, IL          360            358            120           118        6.010%
 53   Allsize Storage                         300            297            120           117        6.110%
 61   Circuit City - Colonial Heights,
         VA                                   360            358            120           118        6.010%
 66   Sav-On Drug Store - Lancaster, CA       360            357            120           117        6.000%
 72   Walgreens - Grand Rapids, MI            360            357            120           117        6.250%
 83   CVS - Indianapolis, IN                  360            358            120           118        5.900%
 89   Sandalwood Apartment Complex            300            246            120            66        5.990%
 92   Wilcox Apartments                       360            340            120           100        7.730%

<CAPTION>
       Interest
      Calculation                First
       (30/360 /    Monthly     Payment     Maturity               Prepayment Provision as
 #    Actual/360)   Payment       Date        Date       ARD(8)       of Origination(9)
---   -----------   --------   ---------   ---------   ---------   -----------------------
<S>   <C>           <C>        <C>         <C>         <C>          <C>
  7   Actual/360    $197,843    2/1/2003    1/1/2028    1/1/2013       Lock/115_0.0%/5
  8   Actual/360    $176,026    2/1/2003    1/1/2013         N/A       Lock/117_0.0%/3
 12   Actual/360    $129,787    4/1/2003    3/1/2013         N/A       Lock/116_0.0%/4
 13   Actual/360    $ 90,540    3/1/2003    2/1/2033    2/1/2013       Lock/116_0.0%/4
 14   Actual/360    $ 33,019    3/1/2003    2/1/2033    2/1/2013       Lock/116_0.0%/4
 19   Actual/360    $ 98,515    2/1/2003    1/1/2033    1/1/2013       Lock/113_0.0%/7
 21     30/360      $106,008   8/11/2002   7/11/2012         N/A       Lock/113_0.0%/7
 45   Actual/360    $ 35,421    2/1/2003    1/1/2030    1/1/2013       Lock/116_0.0%/4
 50   Actual/360    $ 30,865    4/1/2003    3/1/2033    3/1/2013       Lock/116_0.0%/4
 51   Actual/360    $ 28,809    3/1/2003    2/1/2033    2/1/2013       Lock/116_0.0%/4
 53   Actual/360    $ 30,514    2/1/2003    1/1/2013         N/A       Lock/117_0.0%/3
 61   Actual/360    $ 24,934    3/1/2003    2/1/2033    2/1/2013       Lock/116_0.0%/4
 66   Actual/360    $ 20,445    2/1/2003    1/1/2033    1/1/2013       Lock/116_0.0%/4
 72   Actual/360    $ 17,856    2/1/2003    1/1/2033    1/1/2013       Lock/116_0.0%/4
 83   Actual/360    $ 13,166    3/1/2003    2/1/2033    2/1/2013       Lock/116_0.0%/4
 89   Actual/360    $ 14,161   11/1/1998   10/1/2023   10/1/2008    Lock/59_YM1/57_0.0%/4
 92   Actual/360    $ 13,056    9/1/2001    8/1/2011         N/A       Lock/117_0.0%/3
</TABLE>


                                      B-2-2

<PAGE>

<TABLE>
<CAPTION>
                                                                     Servicing                  Contractual
                                                          Yield         and      Engineering     Recurring
                                          Defeasance   Maintenance    Trustee     Reserve at    Replacement
 #                Loan Name               Option(10)      Spread        Fees     Origination   Reserve/FF&E
---   ---------------------------------   ----------   -----------   ---------   -----------   ------------
<S>   <C>                                     <C>         <C>         <C>          <C>            <C>
  7   2300 Imperial Building                  Yes          N/A        0.0521%           N/A       $18,867
  8   800 Jefferson Street
                                              Yes          N/A        0.0521%           N/A       $28,800
 12   The Shops at Cambridge Crossing         Yes          N/A        0.0521%      $ 43,586           N/A
 13   Brooks B Portfolio                      Yes          N/A        0.0521%      $205,000           N/A
 14   596 Lowell                              Yes          N/A        0.0521%           N/A           N/A
 19   Main Street Medical Campus              Yes          N/A        0.0521%           N/A       $15,271
 21   Randolph Mall                           Yes          N/A        0.0521%           N/A       $50,840
 45   Clovis Country Shopping Center
                                              Yes          N/A        0.1021%           N/A       $ 4,070
 50   Symmes Gate Station                     Yes          N/A        0.0521%           N/A       $ 5,118
 51   Circuit City - Bolingbrook, IL
                                              Yes          N/A        0.0521%           N/A           N/A
 53   Allsize Storage                         Yes          N/A        0.1021%      $ 19,844       $ 7,114
 61   Circuit City - Colonial Heights,
      VA                                      Yes          N/A        0.0521%           N/A           N/A
 66   Sav-On Drug Store - Lancaster, CA       Yes          N/A        0.1021%           N/A       $ 3,038
 72   Walgreens - Grand Rapids, MI            Yes          N/A        0.0521%           N/A           N/A
 83   CVS - Indianapolis, IN                  Yes          N/A        0.0521%           N/A       $ 1,519
 89   Sandalwood Apartment Complex             No         T-Flat      0.0521%           N/A       $35,967
 92   Wilcox Apartments                       Yes          N/A        0.0521%      $ 13,125       $20,256

<CAPTION>
        LC & TI     Contractual     Tax &     Initial
       Reserve at    Recurring    Insurance    Other
 #    Origination      LC&TI       Escrows    Reserve     Initial Other Reserve Description
---   -----------   -----------   ---------   --------   ------------------------------------
<S>     <C>          <C>             <C>      <C>        <C>
  7     $ 20,000     $240,000        Both          N/A                    N/A
  8                                                      Payment of tax liens or satisfaction
             N/A          N/A        Both     $110,231                 thereof.
 12     $300,000          N/A         Tax          N/A                    N/A
 13     $233,675          N/A        Both          N/A                    N/A
 14     $ 79,800          N/A        Both          N/A                    N/A
 19     $  5,750     $ 69,000        Both          N/A                    N/A
 21          N/A          N/A        Both          N/A                    N/A
 45                                                       Escrow for rental obligation on old
        $  1,500     $ 18,000        Both     $ 10,810              US Books space
 50          N/A          N/A        Both          N/A                    N/A
 51                                                      Holdback for Cert of Good Standing -
             N/A          N/A         Tax     $ 12,500               int bearing.
 53          N/A          N/A        Both          N/A                    N/A
 61                                                      Holdback for Cert of Good Standing -
             N/A          N/A         Tax     $ 12,500                Int Bearing
 66          N/A          N/A        Both          N/A                    N/A
 72          N/A          N/A        None          N/A                    N/A
 83          N/A          N/A         Tax          N/A                    N/A
 89          N/A          N/A        Both          N/A                    N/A
 92          N/A          N/A        Both          N/A                    N/A
</TABLE>


                                      B-2-3

<PAGE>

<TABLE>
<CAPTION>
                                          Initial
                                           Debt      Initial
                                          Service   Replacement   Letter of
#                 Loan Name               Reserve    Reserve       Credit
---   ---------------------------------   -------   -----------   ----------
<S>   <C>                                   <C>       <C>         <C>
  7   2300 Imperial Building                N/A       $ 1,572            N/A
  8   800 Jefferson Street                  N/A       $ 2,400            N/A
 12   The Shops at Cambridge Crossing       N/A           N/A            N/A





 13   Brooks B Portfolio                    N/A       $32,108            N/A
 14   596 Lowell                            N/A       $ 5,000            N/A
 19   Main Street Medical Campus            N/A       $ 1,273            N/A
 21   Randolph Mall                         N/A           N/A     $2,600,000




 45   Clovis Country Shopping Center        N/A       $   339            N/A
 50   Symmes Gate Station                   N/A       $   427     $  500,000



 51   Circuit City - Bolingbrook, IL        N/A           N/A            N/A
 53   Allsize Storage                       N/A       $   593            N/A
 61   Circuit City - Colonial Heights,
         VA                                 N/A           N/A            N/A
 66   Sav-On Drug Store - Lancaster, CA     N/A       $   253            N/A
 72   Walgreens - Grand Rapids, MI          N/A           N/A            N/A
 83   CVS - Indianapolis, IN                N/A       $   127            N/A
 89   Sandalwood Apartment Complex          N/A       $ 2,997            N/A
 92   Wilcox Apartments                     N/A       $ 1,688            N/A

<CAPTION>
                                                        Earnout
#              Letter of Credit Description             Reserve               Earnout Reserve Description
---   ----------------------------------------------   ----------   ----------------------------------------------
<S>   <C>                                              <C>          <C>
  7                         N/A                               N/A                      N/A
  8                         N/A                               N/A                      N/A
 12                         N/A                        $1,000,000   Release upon: 1) Delivery of estoppel for each
                                                                       new tenant that has executed a NNN lease
                                                                     stating that such tenant is in occupancy and
                                                                         paying rent, 2) Total annual rent of
                                                                      $1,284,897 generated from 95% of property
                                                                                   excluding Wal-Mart
 13                         N/A                               N/A                      N/A
 14                         N/A                               N/A                      N/A
 19                         N/A                               N/A                      N/A
 21     Release upon: 1) Estoppel Certificate from            N/A                      N/A
      tenants establishing that Borrower has entered
      in to a Lease with each tenant 2) All costs of
      TILC have been paid, 3) Earnout Increase equal
                        to $412,398
 45                         N/A                               N/A                      N/A
 50   Release upon: 1) Leasing of no less than 3,000          N/A                      N/A
      sf with minimum term of 3 yrs., rental rate of
       $13.00 psf, and tenant is in occupancy paying
                           rent
 51                         N/A                               N/A                      N/A
 53                         N/A                               N/A                      N/A
 61                         N/A                               N/A                      N/A
 66                         N/A                               N/A                      N/A
 72                         N/A                               N/A                      N/A
 83                         N/A                               N/A                      N/A
 89                         N/A                               N/A                      N/A
 92                         N/A                               N/A                      N/A
</TABLE>


                                      B-2-4



<PAGE>

<TABLE>
<CAPTION>
                                         Additional   Additional
                                         Collateral   Collateral
#                Loan Name                 Amount     Event Date   Additional Collateral Description
--   ---------------------------------   ----------   ----------   ---------------------------------
<S>  <C>                                 <C>           <C>         <C>
 7   2300 Imperial Building                  N/A          N/A                     N/A
 8   800 Jefferson Street                    N/A          N/A                     N/A
12   The Shops at Cambridge Crossing     $1,000,000     8/1/2004   Release upon: 1) Delivery of
                                                                   estoppel for each new tenant that
                                                                   has executed a NNN lease stating
                                                                   that such tenant is in occupancy
                                                                   and paying rent, 2) Total annual
                                                                   rent of $1,284,897 generated from
                                                                   95% of property excluding
                                                                   Wal-Mart
13   Brooks B Portfolio                      N/A          N/A                     N/A
14   596 Lowell                              N/A          N/A                     N/A
19   Main Street Medical Campus              N/A          N/A                     N/A
21   Randolph Mall                       $2,600,000    6/20/2003   Release upon: 1) Estoppel
                                                                   Certificate from tenants
                                                                   establishing that Borrower has
                                                                   entered in to a Lease with each
                                                                   tenant 2) All costs of TILC have
                                                                   been paid, 3) Earnout Increase to
                                                                   $412,398
45   Clovis Country Shopping Center          N/A          N/A                     N/A
50   Symmes Gate Station                 $  500,000    2/20/2004   Release upon: 1) Leasing of no
                                                                   less than 3,000 sf with minimum
                                                                   term of 3 yrs., rental rate of
                                                                   $13.00 psf, and tenant is in
                                                                   occupancy paying rent

51   Circuit City - Bolingbrook, IL          N/A          N/A                     N/A
53   Allsize Storage                         N/A          N/A                     N/A
61   Circuit City - Colonial Heights,        N/A          N/A                     N/A
     VA
66   Sav-On Drug Store - Lancaster, CA       N/A          N/A                     N/A
72   Walgreens - Grand Rapids, MI            N/A          N/A                     N/A
83   CVS - Indianapolis, IN                  N/A          N/A                     N/A
89   Sandalwood Apartment Complex            N/A          N/A                     N/A
92   Wilcox Apartments                       N/A          N/A                     N/A

<CAPTION>
                 Description of
      Existing      Existing
     Secondary      Secondary     Description
#    Financing      Financing     of Lock Box
--   ---------   --------------   -----------
<S>   <C>         <C>              <C>
 7       N/A           N/A         Springing
 8    $750,000    Secured Debt        Hard
12       N/A           N/A            N/A







13       N/A           N/A         Springing
14       N/A           N/A            Hard
19       N/A           N/A         Springing
21       N/A           N/A         Springing






45       N/A           N/A         Springing
50       N/A           N/A         Springing





51       N/A           N/A            Hard
53       N/A           N/A          Modified
61       N/A           N/A            Hard

66       N/A           N/A         Springing
72       N/A           N/A            Hard
83       N/A           N/A            Hard
89       N/A           N/A         Springing
92       N/A           N/A            N/A
</TABLE>


                                      B-2-5

<PAGE>

                                   EXHIBIT B-3

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY

                                      NONE


                                     B-3-1

<PAGE>

                                   EXHIBIT B-4

                         FORM OF CUSTODIAL CERTIFICATION

                                     [Date]

[DEPOSITOR]                                   [KEYBANK]

[MASTER SERVICER]                             [COLUMN]

[SPECIAL SERVICER]                            [CONTROLLING CLASS REPRESENTATIVE]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2

Ladies and Gentlemen:

          Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of April 11, 2003 and related to the above-referenced Certificates (the
"Agreement"), Wells Fargo Bank Minnesota, N.A. as trustee (the "Trustee"),
hereby certifies as to each Original Pooled Mortgage Loan subject to the
Agreement (except as specifically identified in the exception report attached
hereto) that: (i) the original Mortgage Note specified in clause (i) of the
definition of "Mortgage File" and all allonges thereto, if any (or a copy of
such Mortgage Note, together with a lost note affidavit certifying that the
original of such Mortgage Note has been lost), the original or copy of documents
specified in clauses (ii) through (v) and (vii) of the definition of "Mortgage
File" and, in the case of a hospitality property, the documents specified in
clause (viii) of the definition of "Mortgage File" (without regard to the
parenthetical), and any other Specially Designated Mortgage Loan Documents, have
been received by it or a Custodian on its behalf; (ii) if this certification is
more than 180 days after the Closing Date, the recordation/filing contemplated
by Section 2.01(e) of the Agreement has been completed (based solely on receipt
by the Trustee of the particular recorded/filed documents or an appropriate
receipt of recording/filing therefor); (iii) all documents received by it or any
Custodian with respect to such Pooled Mortgage Loan have been reviewed by it or
by such Custodian on its behalf and (A) appear regular on their face
(handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Borrower), (B) appear to have been executed
and (C) purport to relate to such Pooled Mortgage Loan; and (iv) based on the
examinations referred to in Section 2.02(a) and Section 2.02(b) of the Agreement
and only as to the foregoing documents, the information set forth in the Pooled
Mortgage Loan Schedule with respect to the items specified in clause (iii)(a) of
the definition of "Pooled Mortgage Loan Schedule" accurately reflects the
information set forth in the related Mortgage File.

          None of the Trustee, the Master Servicer, the Special Servicer, or any
Custodian is under any duty or obligation to inspect, review or examine any of
the documents, instruments, certificates or other papers relating to the Pooled
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, binding, enforceable, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Furthermore, none of the Trustee, the Master Servicer, the Special
Servicer or any Custodian shall have any responsibility for determining whether
the text of any assignment or endorsement is in proper or recordable form,
whether the requisite


                                     B-4-1

<PAGE>

recording of any document is in accordance with the requirements of any
applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction.

          In performing the reviews contemplated by Sections 2.02(a) and 2.02(b)
of the Agreement, the Trustee may conclusively rely on the purported genuineness
of any such document and any signature thereon. It is understood that the scope
of the Trustee's review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (i) through (v), in clause (vii) and, in
the case of any Pooled Mortgage Loan secured by a Mortgage on a hospitality
property, in clause (viii) of the definition of "Mortgage File" and any other
Specially Designated Mortgage Loan Documents, have been received and such
additional information as will be necessary for delivering the certifications
required by the Agreement.

          Further, with respect to UCC filings, absent actual knowledge or
copies of UCC filings in the Mortgage File indicating otherwise, the Trustee
shall make the assumptions contemplated by the second paragraph of Section
2.02(a) of the Agreement.

          Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                          Respectfully,

                                          WELLS FARGO BANK MINNESOTA, N.A.
                                          as Trustee


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


                                     B-4-2

<PAGE>

                                   EXHIBIT B-5

                SCHEDULE OF POOLED MORTGAGE LOANS IN LOAN REMICs

                                                        Cut-Off Date
Mortgage Loan Number          Property Name          Principal Balance
--------------------          -------------          -----------------
         6                     Sully Place              $35,678,771


                                     B-5-1

<PAGE>

                                   EXHIBIT C-1

               LIST OF ADDITIONAL COLLATERAL POOLED MORTGAGE LOANS

                      [See attached list of Mortgage Loans]


                                      C-1-1

<PAGE>

<TABLE>
<CAPTION>
 #   Crossed                  Loan Name                        Address
--   -------   -------------------------------------   ----------------------------
<S>  <C>       <C>                                     <C>
12             The Shops at Cambridge Crossing         2001 West Maple Road
21             Randolph Mall                           345 Randolph Mall
27             Giant Eagle Plaza                       1710-1760 Hilliard Rome Road
48             Pinecrest Shopping Center               156-248 South Pine Street
50             Symmes Gate Station                     9666 East Kemper Road
52             Northeast Medical Arts Center           2801 North Decatur Road
59             Spruce Street Station Shopping Center   1101 Brookdale Street
70             Gray Road Industrial                    7621 & 7641 East Gray Road
82             2575 Grand Canal Boulevard              2575 Grand Canal Boulevard
86             Shurgard Self Storage                   22013 Southeast Wax Road

<CAPTION>
                                                       Original    Cut-off Date                  Interest
                                         Mortgage     Principal     Principal     Maturity/ARD     Only
 #       City       State   Zip Code   Loan Seller     Balance      Balance(1)     Balance(2)     Period
--   ------------   -----   --------   -----------   -----------   ------------   ------------   --------
<S>  <C>              <C>     <C>        <C>         <C>            <C>            <C>             <C>
12       Troy         MI      48084      KeyBank     $22,000,000    $21,981,038    $18,580,924       0
21     Asheboro       NC      27203      KeyBank     $15,700,000    $15,507,167    $12,169,284       0
27     Columbus       OH      43026      Column      $12,000,000    $11,963,081    $10,137,585       0
48    Burlington      WI      53105      Column      $ 5,250,000    $ 5,230,844    $ 4,485,290       0
50     Loveland       OH      45140      KeyBank     $ 4,950,000    $ 4,946,287    $ 4,244,692       0
52      Decatur       GA      30033      Column      $ 4,800,000    $ 4,786,911    $ 4,129,462       0
59   Martinsville     VA      24112      Column      $ 4,200,000    $ 4,186,213    $ 3,638,747       0
70    Scottsdale      AZ      85260      Column      $ 3,150,000    $ 3,143,346    $ 2,952,222       0
82     Stockton       CA      95207      Column      $ 2,250,000    $ 2,243,194    $ 1,747,355       0
86   Maple Valley     WA      98038      Column      $ 2,150,000    $ 2,141,340    $ 1,692,621       0
</TABLE>

<TABLE>
<CAPTION>
                                               Original      Remaining      Original      Remaining    Mortgage
                                             Amortization   Amortization     Term to       Term to     Interest
#                Loan Name                       Term           Term       Maturity(2)   Maturity(2)     Rate
--   -------------------------------------   ------------   ------------   -----------   -----------   --------
<S>  <C>                                          <C>            <C>            <C>          <C>        <C>
12   The Shops at Cambridge Crossing              360            359            120          119        5.850%
21   Randolph Mall                                300            291            120          111        6.500%
27   Giant Eagle Plaza                            360            357            120          117        5.870%
48   Pinecrest Shopping Center                    360            356            120          116        6.250%
50   Symmes Gate Station                          360            359            120          119        6.370%
52   Northeast Medical Arts Center                360            357            120          117        6.500%
59   Spruce Street Station Shopping Center        360            356            120          116        6.750%
70   Gray Road Industrial                         360            358             60           58        6.150%
82   2575 Grand Canal Boulevard                   300            298            120          118        6.090%
86   Shurgard Self Storage                        300            297            120          117        6.500%

<CAPTION>
      Interest
     Calculation                                                       Prepayment
      (30/360/     Monthly        First       Maturity               Provision as of
#    Actual/360)   Payment    Payment Date      Date       ARD(8)     Origination(9)
--   -----------   --------   ------------   ---------   ---------   ---------------
<S>   <C>          <C>          <C>          <C>         <C>         <C>
12    Actual/360   $129,787      4/1/2003     3/1/2013         N/A   Lock/116_0.0%/4
21      30/360     $106,008     8/11/2002    7/11/2012         N/A   Lock/113_0.0%/7
27    Actual/360   $ 70,946      2/1/2003     1/1/2013         N/A   Lock/117_0.0%/3
48    Actual/360   $ 32,325      1/1/2003    12/1/2012         N/A   Lock/117_0.0%/3
50    Actual/360   $ 30,865      4/1/2003     3/1/2033    3/1/2013   Lock/116_0.0%/4
52    Actual/360   $ 30,339     2/11/2003    1/11/2013         N/A   Lock/117_0.0%/3
59    Actual/360   $ 27,241      1/1/2003    12/1/2032   12/1/2012   Lock/116_0.0%/4
70    Actual/360   $ 19,191     3/11/2003    2/11/2008         N/A    Lock/57_0.0%/3
82    Actual/360   $ 14,621     3/11/2003    2/11/2013         N/A   Lock/114_0.0%/6
86    Actual/360   $ 14,517      2/1/2003     1/1/2013         N/A   Lock/117_0.0%/3
</TABLE>

<TABLE>
<CAPTION>
                                                                        Servicing
                                                             Yield         and      Engineering
                                             Defeasance   Maintenance    Trustee     Reserve at
#                  Loan Name                 Option(10)      Spread       Fees      Origination
--   -------------------------------------   ----------   -----------   ---------   -----------
<S>  <C>                                         <C>          <C>        <C>          <C>
12   The Shops at Cambridge Crossing             Yes          N/A        0.0521%      $43,586
21   Randolph Mall                               Yes          N/A        0.0521%          N/A
27   Giant Eagle Plaza                           Yes          N/A        0.0521%          N/A
48   Pinecrest Shopping Center                   Yes          N/A        0.0521%          N/A
50   Symmes Gate Station                         Yes          N/A        0.0521%          N/A
52   Northeast Medical Arts Center               Yes          N/A        0.0421%          N/A
59   Spruce Street Station Shopping Center       Yes          N/A        0.0521%          N/A
70   Gray Road Industrial                        Yes          N/A        0.0821%          N/A
82   2575 Grand Canal Boulevard                  Yes          N/A        0.0421%          N/A
86   Shurgard Self Storage                       Yes          N/A        0.0521%          N/A

<CAPTION>
     Contractual
      Recurring       LC & TI     Contractual     Tax &     Initial   Initial Other   Initial Debt
     Replacement    Reserve at     Recurring    Insurance    Other       Reserve        Service
#    Reserve/FF&E   Origination      LC&TI       Escrows    Reserve    Description      Reserve
--   ------------   -----------   -----------   ---------   -------   -------------   ------------
<S>     <C>           <C>           <C>            <C>        <C>           <C>           <C>
12          N/A       $300,000          N/A         Tax       N/A           N/A           N/A
21      $50,840            N/A          N/A        Both       N/A           N/A           N/A
27      $16,631            N/A          N/A         Tax       N/A           N/A           N/A
48      $15,645       $  1,279      $15,348        Both       N/A           N/A           N/A
50      $ 5,118            N/A          N/A        Both       N/A           N/A           N/A
52      $ 7,696            N/A      $71,973        Both       N/A           N/A           N/A
59      $14,960       $    575      $ 6,900        Both       N/A           N/A           N/A
70      $ 6,855            N/A      $34,277        Both       N/A           N/A           N/A
82          N/A            N/A          N/A        Both       N/A           N/A           N/A
86      $ 7,783            N/A          N/A        Both       N/A           N/A           N/A
</TABLE>


                                      C-1-2

<PAGE>

<TABLE>
<CAPTION>
                                               Initial
                                             Replacement   Letter of                                        Earnout
#               Loan Name                      Reserve       Credit       Letter of Credit Description      Reserve
--   -------------------------------------   -----------   ----------   --------------------------------   ----------
<S>  <C>                                        <C>        <C>          <C>                                <C>
12   The Shops at Cambridge Crossing               N/A            N/A                 N/A                  $1,000,000




21   Randolph Mall                                 N/A     $2,600,000      Release upon: 1) Estoppel              N/A
                                                                            Certificate from tenants
                                                                         establishing that Borrower has
                                                                        entered in to a Lease with each
                                                                        tenant 2) All costs of TILC have
                                                                         been paid, 3) Earnout Increase
                                                                               equal to $412,398
27   Giant Eagle Plaza                          $1,386     $  300,000     Release upon: 1) 4,900 sf of            N/A
                                                                         vacant space is leased with at
                                                                        least 3-year term at rate of $13
                                                                          psf (3,400 of 4,900 already
                                                                           satisfied), 2) Evidence of
                                                                              tenants paying rent
48   Pinecrest Shopping Center                  $1,304     $   50,000        Environmental Holdback        $  200,000

50   Symmes Gate Station                        $  427     $  500,000    Release upon: 1) Leasing of no           N/A
                                                                        less than 3,000 sf with minimum
                                                                         term of 3 yrs., rental rate of
                                                                          $13.00 psf, and tenant is in
                                                                             occupancy paying rent
52   Northeast Medical Arts Center                 N/A            N/A                 N/A                  $  200,000



59   Spruce Street Station Shopping Center      $1,247            N/A                 N/A                  $  200,000


70   Gray Road Industrial                          N/A            N/A                 N/A                  $  250,000


82   2575 Grand Canal Boulevard                    N/A            N/A                 N/A                  $  165,000










86   Shurgard Self Storage                      $  649            N/A                 N/A                  $  250,000

<CAPTION>
                                                        Additional     Additional
                                                        Collateral     Collateral
#             Earnout Reserve Description                 Amount       Event Date
--   ------------------------------------------------   ----------   ---------------
<S>  <C>                                                <C>           <C>
12    Release upon: 1) Delivery of estoppel for each    $1,000,000         8/1/2004
     new tenant that has executed a NNN lease stating
     that such tenant is in occupancy and paying rent,
       2) Total annual rent of $1,284,897 generated
         from 95% of property excluding Wal-Mart
21                         N/A                          $2,600,000        6/20/2003






27                         N/A                          $  300,000       12/20/2003





48  Release upon: 1) No default, 2) Cousins Submarine   $  200,000        8/22/2003
                is paying rent at premises
50                         N/A                          $  500,000        2/20/2004




52   Release upon: 1) No Default, 2) Atlanta Knee and   $  200,000        7/13/2003
     Sports Medicine has occupied space and is paying
      rent, 3) Grattan D. Woodson, M.D. has accepted
       additional 614 SF and commenced paying rent
59   Release upon: 1) Movie Gallery lease of no less    $  200,000        8/26/2003
     than 3,750 sf at rate of $12 psf, 2) Evidence of
            tenant in occupancy, 3) No default
70     Release upon: 1) DSCR of 1.25, 2) No adverse     $  250,000        7/15/2003
      change in rent roll or financial condition of
            tenants, 3) GW, Inc. renewed lease
82    Release upon: 1) Occupancy of 90%, 2) DSCR of     $  165,000       Lease
      1.25, 3) Interplan, Consumer Credit Counseling                 expiration of
           Center and Pacific Bell renew leases                         Tenants:
                                                                        Consumer
                                                                         Credit
                                                                       Counseling,
                                                                       Interplan
                                                                      Corp., and
                                                                     Pacific Bell
                                                                     Directory in
                                                                         2004
86   Release upon: 1) Stabilized NOI of $251,593 and    $  250,000         6/9/2004
     effective gross income of $429,485, (2) No default
</TABLE>


                                      C-1-3

<PAGE>

<TABLE>
<CAPTION>
#                Loan Name                                           Additional Collateral Description
--   -------------------------------------   --------------------------------------------------------------------------------------
<S>  <C>                                     <C>
12   The Shops at Cambridge Crossing         Release upon: 1) Delivery of estoppel for each new tenant that has executed a
                                             NNN lease stating that such tenant is in occupancy and paying rent, 2) Total annual
                                             rent of $1,284,897 generated from 95% of property excluding Wal-Mart
21   Randolph Mall                           Release upon: 1) Estoppel Certificate from tenants establishing that Borrower has
                                             entered in to a Lease with each tenant 2) All costs of TILC have been paid,
                                             3) Earnout Increase equal to $412,398
27   Giant Eagle Plaza                       Release upon: 1) 4,900 sf of vacant space is leased with at least 3-year term at
                                             rate of $13 psf (3,400 of 4,900 already satisfied), 2) Evidence of tenants paying rent
48   Pinecrest Shopping Center               Release upon: 1) No default, 2) Cousins Submarine is paying rent at premises
50   Symmes Gate Station                     Release upon: 1) Leasing of no less than 3,000 sf with minimum term of 3 yrs., rental
                                             rate of $13.00 psf, and tenant is in occupancy paying rent
52   Northeast Medical Arts Center           Release upon: 1) No Default, 2) Atlanta Knee and Sports Medicine has occupied space
                                             and is paying rent, 3) Grattan D. Woodson, M.D. has accepted additional 614 SF and
                                             commenced paying rent
59   Spruce Street Station Shopping Center   Release upon: 1) Movie Gallery lease of no less than 3,750 sf at rate of $12 psf,
                                             2) Evidence of tenant in occupancy, 3) No default
70   Gray Road Industrial                    Release upon: 1) DSCR of 1.25, 2) No adverse change in rent roll or financial
                                             condition of tenants, 3) GW, Inc. renewed lease
82   2575 Grand Canal Boulevard              Release upon: 1) Occupancy of 90%, 2) DSCR of 1.25, 3) Interplan, Consumer Credit
                                             Counseling Center and Pacific Bell renew leases
86   Shurgard Self Storage                   Release upon: 1) Stabilized NOI of $251,593 and effective gross income of $429,485,
                                             2) No default

<CAPTION>
                 Description
      Existing   of Existing
     Secondary    Secondary    Description
#    Financing    Financing    of Lock Box
--   ---------   -----------   -----------
<S>       <C>        <C>        <C>
12        N/A        N/A           N/A


21        N/A        N/A        Springing


27        N/A        N/A        Springing

48        N/A        N/A           N/A
50        N/A        N/A        Springing

52        N/A        N/A           N/A


59        N/A        N/A        Springing

70        N/A        N/A           N/A

82        N/A        N/A           N/A

86        N/A        N/A           N/A
</TABLE>


                                 C-1-4

<PAGE>

                                   EXHIBIT C-2

                             LIST OF MEZZANINE LOANS

                      [See attached list of Mortgage Loans]


                                     C-2-1

<PAGE>

<TABLE>
<CAPTION>
#    Crossed             Loan Name                    Address              City         State
--   -------   -----------------------------   ---------------------   -----------   -----------
<S>  <C>       <C>                             <C>                     <C>           <C>
 8             800 Jefferson Street            800 Jefferson Street      Hoboken          NJ
 9             Michigan Equities U Portfolio   Please see Exhibit       Please see    Please see
                                               A-1 in the Prospectus   Exhibit A-1   Exhibit A-1
                                               Supplement                 in the        in the
                                                                        Prospectus    Prospectus
                                                                        Supplement    Supplement
41             Pine Meadow Apartments          23 Hiltin Place          Greensboro        NC
46             Timberlake Apartments           834 Timberlake Drive     Arlington         TX

<CAPTION>
                                    Original    Cut-off Date
                      Mortgage     Principal     Principal     Maturity/ARD      Existing
#       Zip Code    Loan Seller     Balance      Balance(1)     Balance(2)    Mezzanine Debt
---   -----------   -----------   -----------   ------------   ------------   --------------
<S>   <C>             <C>         <C>            <C>            <C>             <C>
 8       07030        KeyBank     $30,000,000    $29,906,469    $25,290,890     $  750,000
 9     Please see     Column      $27,815,000    $27,760,205    $23,979,558     $1,760,000
      Exhibit A-1
         in the
       Prospectus
       Supplement
41       27409        Column      $ 6,100,000    $ 6,080,982    $ 5,690,573     $1,434,000
46       76010        Column      $ 5,600,000    $ 5,560,135    $ 4,336,535     $  350,000
</TABLE>

<TABLE>
<CAPTION>
                                                                                      Interest     Original
                                                                                        Only     Amortization
#               Loan Name                 Description of Existing Mezzanine Debt        Period        Term
---   -----------------------------   ----------------------------------------------   --------   ------------
<S>   <C>                             <C>                                                  <C>         <C>
 8    800 Jefferson Street            B-Note from CBA-Mezzanine Capital Finance, LLC       0           360
 9    Michigan Equities U Portfolio   B-Note from CBA-Mezzanine Capital Finance, LLC       0           360
41    Pine Meadow Apartments                          Mezzanine Loan                       0           360
46    Timberlake Apartments           B-Note from CBA-Mezzanine Capital Finance, LLC       0           300

<CAPTION>
                                                                   Interest
        Remaining      Original     Remaining                    Calculation
      Amortization     Term to       Term to        Mortgage      (30/360 /     Monthly
#         Term       Maturity(2)   Maturity(2)   Interest Rate   Actual/360)    Payment
---   ------------   -----------   -----------   -------------   -----------   --------
<S>        <C>           <C>           <C>           <C>          <C>          <C>
 8         357           120           117           5.800%       Actual/360   $176,026
 9         358           120           118           6.580%       Actual/360   $177,276
41         357            60            57           5.800%       Actual/360   $ 35,792
46         295           120           115           6.000%       Actual/360   $ 36,081
</TABLE>

<TABLE>
<CAPTION>
                                                                              Prepayment
                                      First Payment    Maturity            Provision as of   Defeasance
#               Loan Name                  Date          Date     ARD(8)    Origination(9)   Option(10)
---   -----------------------------   -------------   ---------   ------   ---------------   ----------
<S>   <C>                               <C>           <C>           <C>    <C>                   <C>
 8    800 Jefferson Street               2/1/2003      1/1/2013     N/A    Lock/117_0.0%/3       Yes
 9    Michigan Equities U Portfolio     3/11/2003     2/11/2013     N/A    Lock/117_0.0%/3       Yes
41    Pine Meadow Apartments            2/11/2003     1/11/2008     N/A     Lock/57_0.0%/3       Yes
46    Timberlake Apartments             12/1/2002     11/1/2012     N/A    Lock/117_0.0%/3       Yes

<CAPTION>
                    Servicing                  Contractual
         Yield         and      Engineering     Recurring      LC & TI     Contractual
      Maintenance    Trustee     Reserve at    Replacement    Reserve at    Recurring
#        Spread        Fees     Origination   Reserve/FF&E   Origination      LC&TI
---   -----------   ---------   -----------   ------------   -----------   -----------
<S>       <C>        <C>          <C>            <C>           <C>          <C>
 8        N/A        0.0521%           N/A       $28,800            N/A          N/A
 9        N/A        0.0621%      $ 32,371       $52,668       $119,912     $447,000
41        N/A        0.0421%      $ 41,938       $51,000            N/A          N/A
46        N/A        0.0521%      $100,000           N/A            N/A          N/A
</TABLE>

<TABLE>
<CAPTION>
                                                                Initial     Initial
                                        Tax &      Initial       Other        Debt      Initial     Letter
                                      Insurance     Other       Reserve     Service   Replacement     of
#               Loan Name              Escrows     Reserve    Description   Reserve     Reserve     Credit
---   -----------------------------   ---------   --------   ------------   -------   -----------   ------
<S>   <C>                                <C>      <C>        <C>              <C>        <C>          <C>
 8    800 Jefferson Street               Both     $110,231    Payment of      N/A        $2,400       N/A
                                                             tax liens or
                                                             satisfaction
                                                               thereof.
 9    Michigan Equities U Portfolio      Both          N/A        N/A         N/A           N/A       N/A
41    Pine Meadow Apartments             Both          N/A        N/A         N/A           N/A       N/A
46    Timberlake Apartments              Both          N/A        N/A         N/A           N/A       N/A

<CAPTION>
       Letter of                Earnout     Additional   Additional    Additional
         Credit     Earnout     Reserve     Collateral   Collateral    Collateral   Description
#     Description   Reserve   Description     Amount     Event Date   Description   of Lock Box
---   -----------   -------   -----------   ----------   ----------   -----------   -----------
<S>       <C>         <C>         <C>           <C>          <C>          <C>        <C>
 8        N/A         N/A         N/A           N/A          N/A          N/A           Hard



 9        N/A         N/A         N/A           N/A          N/A          N/A         Modified
41        N/A         N/A         N/A           N/A          N/A          N/A        Springing
46        N/A         N/A         N/A           N/A          N/A          N/A           N/A
</TABLE>


                                     C-2-2

<PAGE>

                                   EXHIBIT C-3

        LIST OF POOLED MORTGAGE LOANS COVERED BY ENVIRONMENTAL INSURANCE

                      [See attached list of Mortgage Loans]


                                     C-3-1

<PAGE>

<TABLE>
<CAPTION>
#     Crossed               Loan Name                              Address                      City
---   -------   ---------------------------------   ------------------------------------   ----------------
<S>   <C>       <C>                                 <C>                                    <C>
 37             365 Broadway                        365 Broadway                               New York
 50             Symmes Gate Station                 9666 East Kemper Road                      Loveland
 52             Northeast Medical Arts Center       2801 North Decatur Road                    Decatur
 69             Gold Star Mobile Estates            2120 South Santa Fe Avenue                 Visalia
 79             Old Town Station Shopping Center    401 Clovis Avenue                           Clovis
 80             Ellsworth Square Apartments         2800-2846 Fisher Road NE                    Salem
 82             2575 Grand Canal Boulevard          2575 Grand Canal Boulevard                 Stockton
 83             CVS - Indianapolis, IN              7202 Michigan Road                       Indianapolis
 92             Wilcox Apartments                   305 South Main Street                     Middletown
 93             Greenwood Apartments                909-919 Greenwood Avenue                   Atlanta
 94             Midtown Estates                     908 South Main Street                      Elkhart
 95             Knollwood Townhouse Apartments      1721 Maple Avenue                         Rapid City
 96             Seven Wells Street                  7 Wells Street                         Saratoga Springs
 98             Lincoln Broadway Building           1456-1460 Lincoln & 723-729 Broadway     Santa Monica
 99             Anoka Acres Mobile Home Community   2904 South US Highway 35                  Logansport
100             4210 Lake Avenue Townhouses         4210 Lake Avenue                          Wilmington
101             Biarritz Drive Apartments           960 Biarritz Drive                       Miami Beach

<CAPTION>
                                     Original    Cut-off Date                  Interest
               Zip      Mortgage     Principal    Principal      Maturity/ARD    Only
#     State    Code   Loan Seller     Balance     Balance(1)      Balance(2)    Period
---   -----   -----   -----------   ----------   ------------   -------------  --------
<S>     <C>   <C>       <C>         <C>           <C>            <C>               <C>
 37     NY    10013     Column      $7,000,000    $6,979,307     $5,950,354        0
 50     OH    45140     KeyBank     $4,950,000    $4,946,287     $4,244,692        0
 52     GA    30033     Column      $4,800,000    $4,786,911     $4,129,462        0
 69     CA    93292     Column      $3,175,000    $3,160,208     $2,850,365        0
 79     CA    93612     Column      $2,510,000    $2,494,567     $2,299,467        0
 80     OR    97305     Column      $2,325,000    $2,316,139     $1,974,273        0
 82     CA    95207     Column      $2,250,000    $2,243,194     $1,747,355        0
 83     IN    46268     KeyBank     $2,219,750    $2,214,866     $1,876,720        0
 92     CT    06457     KeyBank     $1,826,000    $1,801,813     $1,622,254        0
 93     GA    30306     Column      $1,625,000    $1,619,666     $1,407,848        0
 94     IN    46516     Column      $1,610,000    $1,603,207     $1,255,088        0
 95     SD    57701     Column      $1,600,000    $1,590,159     $1,069,004        0
 96     NY    12866     Column      $1,525,000    $1,514,904     $1,198,670        0
 98     CA    90401     Column      $1,500,000    $1,491,585     $1,163,255        0
 99     IN    46947     Column      $1,280,000    $1,271,401     $1,105,563        0
100     NC    28403     Column      $  960,000    $  957,162     $  816,049        0
101     FL    33141     Column      $  500,000    $  498,213     $  469,860        0
</TABLE>

<TABLE>
<CAPTION>
                                            Original       Remaining      Original     Remaining
                                          Amortization   Amortization     Term to       Term to
#                 Loan Name                   Term           Term       Maturity(2)   Maturity(2)
---   ---------------------------------   ------------   ------------   -----------   -----------
<S>   <C>                                      <C>            <C>           <C>           <C>
 37   365 Broadway                             360            357           120           117
 50   Symmes Gate Station                      360            359           120           119
 52   Northeast Medical Arts Center            360            357           120           117
 69   Gold Star Mobile Estates                 300            297            60            57
 79   Old Town Station Shopping Center         300            295            60            55

 80   Ellsworth Square Apartments              360            356           120           116
 82   2575 Grand Canal Boulevard               300            298           120           118
 83   CVS - Indianapolis, IN                   360            358           120           118
 92   Wilcox Apartments                        360            340           120           100
 93   Greenwood Apartments                     360            356           120           116
 94   Midtown Estates                          300            297           120           117
 95   Knollwood Townhouse Apartments           240            237           120           117
 96   Seven Wells Street                       300            295           120           115
 98   Lincoln Broadway Building                300            296           120           116
 99   Anoka Acres Mobile Home Community        300            295            84            79
100   4210 Lake Avenue Townhouses              360            357           120           117
101   Biarritz Drive Apartments                360            356            60            56

<CAPTION>
                   Interest
      Mortgage   Calculation                First                                Prepayment
      Interest    (30/360 /    Monthly     Payment     Maturity               Provision as of
#       Rate     Actual/360)   Payment      Date         Date       ARD(8)    Origination(9)
---   --------   -----------   -------   ----------   ----------   --------   ---------------
<S>    <C>        <C>          <C>       <C>          <C>          <C>        <C>
 37    6.080%     Actual/360   $42,329    2/11/2003    1/11/2013      N/A     Lock/117_0.0%/3
 50    6.370%     Actual/360   $30,865     4/1/2003     3/1/2033   3/1/2013   Lock/116_0.0%/4
 52    6.500%     Actual/360   $30,339    2/11/2003    1/11/2013      N/A     Lock/117_0.0%/3
 69    5.550%     Actual/360   $19,592    2/11/2003    1/11/2008      N/A      Lock/54_0.0%/6
 79    6.900%     Actual/360   $17,580   12/11/2002   11/11/2007      N/A        Lock/41_YM1/
                                                                                    16_0.0%/3
 80    6.040%     Actual/360   $13,999    1/11/2003   12/11/2012      N/A     Lock/114_0.0%/6
 82    6.090%     Actual/360   $14,621    3/11/2003    2/11/2013      N/A     Lock/114_0.0%/6
 83    5.900%     Actual/360   $13,166     3/1/2003     2/1/2033   2/1/2013   Lock/116_0.0%/4
 92    7.730%     Actual/360   $13,056     9/1/2001     8/1/2011      N/A     Lock/117_0.0%/3
 93    6.750%     Actual/360   $10,540    1/11/2003   12/11/2012      N/A     Lock/114_0.0%/6
 94    6.200%     Actual/360   $10,571    2/11/2003    1/11/2013      N/A     Lock/114_0.0%/6
 95    6.500%     Actual/360   $11,929    2/11/2003    1/11/2013      N/A     Lock/114_0.0%/6
 96    6.450%     Actual/360   $10,249   12/11/2002   11/11/2012      N/A     Lock/114_0.0%/6
 98    6.040%     Actual/360   $ 9,701    1/11/2003   12/11/2012      N/A     Lock/114_0.0%/6
 99    6.360%     Actual/360   $ 8,531   12/11/2002   11/11/2009      N/A      Lock/78_0.0%/6
100    6.080%     Actual/360   $ 5,805    2/11/2003    1/11/2013      N/A     Lock/114_0.0%/6
101    6.350%     Actual/360   $ 3,111    1/11/2003   12/11/2007      N/A      Lock/54_0.0%/6
</TABLE>


                                      C-3-2

<PAGE>

<TABLE>
<CAPTION>
                                                                     Servicing
                                                          Yield         and      Engineering
                                          Defeasance   Maintenance    Trustee     Reserve at
#                 Loan Name               Option(10)      Spread        Fees     Origination
---   ---------------------------------   ----------   -----------   ---------   -----------
<S>   <C>                                     <C>         <C>         <C>          <C>
 37   365 Broadway                            Yes          N/A        0.0421%      $ 4,500
 50   Symmes Gate Station                     Yes          N/A        0.0521%          N/A
 52   Northeast Medical Arts Center           Yes          N/A        0.0421%          N/A
 69   Gold Star Mobile Estates                Yes          N/A        0.0421%      $ 3,125
 79   Old Town Station Shopping Center        No          T-Flat      0.0421%          N/A
 80   Ellsworth Square Apartments             Yes          N/A        0.0421%      $ 1,000
 82   2575 Grand Canal Boulevard              Yes          N/A        0.0421%          N/A
 83   CVS - Indianapolis, IN                  Yes          N/A        0.0521%          N/A
 92   Wilcox Apartments                       Yes          N/A        0.0521%      $13,125
 93   Greenwood Apartments                    Yes          N/A        0.0421%      $77,865
 94   Midtown Estates                         Yes          N/A        0.0421%      $12,000
 95   Knollwood Townhouse Apartments          Yes          N/A        0.0421%      $68,287
 96   Seven Wells Street                      Yes          N/A        0.0421%      $19,531
 98   Lincoln Broadway Building               Yes          N/A        0.0421%          N/A
 99   Anoka Acres Mobile Home Community       Yes          N/A        0.0421%      $19,312
100   4210 Lake Avenue Townhouses             Yes          N/A        0.0421%          N/A
101   Biarritz Drive Apartments               Yes          N/A        0.0421%          N/A

<CAPTION>
      Contractual
        Recurring      LC & TI     Contractual     Tax &     Initial   Initial Other   Initial Debt
       Replacement    Reserve at    Recurring    Insurance    Other       Reserve         Service
#     Reserve/FF&E   Origination      LC&TI       Escrows    Reserve    Description       Reserve
---   ------------   -----------   -----------   ---------   -------   -------------   ------------
<S>      <C>           <C>           <C>            <C>        <C>          <C>             <C>
 37      $13,308       $360,000          N/A        Both       N/A          N/A             N/A
 50      $ 5,118            N/A          N/A        Both       N/A          N/A             N/A
 52      $ 7,696            N/A      $71,973        Both       N/A          N/A             N/A
 69      $ 9,150            N/A          N/A        Both       N/A          N/A             N/A
 79          N/A            N/A          N/A        Both       N/A          N/A             N/A
 80      $18,000            N/A          N/A        Both       N/A          N/A             N/A
 82          N/A            N/A          N/A        Both       N/A          N/A             N/A
 83      $ 1,519            N/A          N/A        Tax        N/A          N/A             N/A
 92      $20,256            N/A          N/A        Both       N/A          N/A             N/A
 93      $11,000            N/A          N/A        Both       N/A          N/A             N/A
 94      $27,250            N/A          N/A        Both       N/A          N/A             N/A
 95      $17,250            N/A          N/A        Both       N/A          N/A             N/A
 96          N/A       $ 40,000          N/A        Both       N/A          N/A             N/A
 98          N/A            N/A          N/A        Both       N/A          N/A             N/A
 99      $ 4,100            N/A          N/A        Both       N/A          N/A             N/A
100      $ 6,000            N/A          N/A        Both       N/A          N/A             N/A
101      $ 3,500            N/A          N/A        Both       N/A          N/A             N/A
</TABLE>

<TABLE>
<CAPTION>
                                            Initial
                                          Replacement   Letter of
#                 Loan Name                 Reserve       Credit            Letter of Credit Description
---   ---------------------------------   -----------   ---------   --------------------------------------------
<S>   <C>                                    <C>         <C>        <C>
 37   365 Broadway                              N/A           N/A                        N/A
 50   Symmes Gate Station                    $  427      $500,000     Release upon: 1) Leasing of no less than
                                                                    3,000 sf with minimum term of 3 yrs., rental
                                                                        rate of $13.00 psf, and tenant is in
                                                                               occupancy paying rent
 52   Northeast Medical Arts Center             N/A           N/A                        N/A




 69   Gold Star Mobile Estates                  N/A           N/A                        N/A
 79   Old Town Station Shopping Center          N/A           N/A                        N/A
 80   Ellsworth Square Apartments               N/A           N/A                        N/A
 82   2575 Grand Canal Boulevard                N/A           N/A                        N/A



 83   CVS - Indianapolis, IN                 $  127           N/A                        N/A
 92   Wilcox Apartments                      $1,688           N/A                        N/A
 93   Greenwood Apartments                      N/A           N/A                        N/A
 94   Midtown Estates                           N/A           N/A                        N/A
 95   Knollwood Townhouse Apartments            N/A           N/A                        N/A
 96   Seven Wells Street                        N/A           N/A                        N/A
 98   Lincoln Broadway Building                 N/A           N/A                        N/A
 99   Anoka Acres Mobile Home Community         N/A           N/A                        N/A
100   4210 Lake Avenue Townhouses               N/A           N/A                        N/A
101   Biarritz Drive Apartments                 N/A           N/A                        N/A

<CAPTION>
                                                                 Additional
       Earnout                                                   Collateral
#      Reserve             Earnout Reserve Description             Amount
---   --------   ---------------------------------------------   ----------
<S>   <C>        <C>                                              <C>
 37      N/A                          N/A                              N/A
 50      N/A                          N/A                         $500,000



 52   $200,000    Release upon: 1) No Default, 2) Atlanta Knee    $200,000
                 and Sports Medicine has occupied space and is
                  paying rent, 3) Grattan D. Woodson, M.D. has
                    accepted additional 614 SF and commenced
                                  paying rent
 69      N/A                          N/A                              N/A
 79      N/A                          N/A                              N/A
 80      N/A                          N/A                              N/A
 82   $165,000   Release upon: 1) Occupancy of 90%, 2) DSCR of    $165,000
                      1.25, 3) Interplan, Consumer Credit
                    Counseling Center and Pacific Bell renew
                                     leases
 83      N/A                          N/A                              N/A
 92      N/A                          N/A                              N/A
 93      N/A                          N/A                              N/A
 94      N/A                          N/A                              N/A
 95      N/A                          N/A                              N/A
 96      N/A                          N/A                              N/A
 98      N/A                          N/A                              N/A
 99      N/A                          N/A                              N/A
100      N/A                          N/A                              N/A
101      N/A                          N/A                              N/A
</TABLE>


                                      C-3-3

<PAGE>

<TABLE>
<CAPTION>
#                    Loan Name                         Additional Collateral Event Date
---   ---------------------------------   -------------------------------------------------------
<S>   <C>                                 <C>
 37   365 Broadway                                                     N/A
 50   Symmes Gate Station                                           2/20/2004


 52   Northeast Medical Arts Center                                 7/13/2003



 69   Gold Star Mobile Estates                                         N/A
 79   Old Town Station Shopping Center                                 N/A
 80   Ellsworth Square Apartments                                      N/A
 82   2575 Grand Canal Boulevard                Lease expiration of Tenants: Consumer Credit
                                          Counseling, Interplan Corp., and Pacific Bell Directory
                                                                  in 2004
 83   CVS - Indianapolis, IN                                           N/A
 92   Wilcox Apartments                                                N/A
 93   Greenwood Apartments                                             N/A
 94   Midtown Estates                                                  N/A
 95   Knollwood Townhouse Apartments                                   N/A
 96   Seven Wells Street                                               N/A
 98   Lincoln Broadway Building                                        N/A
 99   Anoka Acres Mobile Home Community                                N/A
100   4210 Lake Avenue Townhouses                                      N/A
101   Biarritz Drive Apartments                                        N/A

<CAPTION>
                                                                                   Description
                                                                        Existing   of Existing   Description
                                                                       Secondary    Secondary      of Lock
#                    Additional Collateral Description                 Financing    Financing        Box
---   --------------------------------------------------------------   ---------   -----------   -----------
<S>   <C>                                                                 <C>          <C>        <C>
 37                                N/A                                    N/A          N/A        Springing
 50   Release upon: 1) Leasing of no less than 3,000 sf with minimum      N/A          N/A        Springing
       term of 3 yrs., rental rate of $13.00 psf, and tenant is in
                          occupancy paying rent
 52      Release upon: 1) No Default, 2) Atlanta Knee and Sports          N/A          N/A           N/A
      Medicine has occupied space and is paying rent, 3) Grattan D.
        Woodson, M.D. has accepted additional 614 SF and commenced
                               paying rent
 69                                N/A                                    N/A          N/A           N/A
 79                                N/A                                    N/A          N/A           N/A
 80                                N/A                                    N/A          N/A           N/A
 82       Release upon: 1) Occupancy of 90%, 2) DSCR of 1.25, 3)          N/A          N/A           N/A
      Interplan, Consumer Credit Counseling Center and Pacific Bell
                               renew leases
 83                                N/A                                    N/A          N/A          Hard
 92                                N/A                                    N/A          N/A           N/A
 93                                N/A                                    N/A          N/A           N/A
 94                                N/A                                    N/A          N/A           N/A
 95                                N/A                                    N/A          N/A           N/A
 96                                N/A                                    N/A          N/A           N/A
 98                                N/A                                    N/A          N/A           N/A
 99                                N/A                                    N/A          N/A           N/A
100                                N/A                                    N/A          N/A           N/A
101                                N/A                                    N/A          N/A           N/A
</TABLE>


                                      C-3-4

<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
751 Kasota Avenue, Suite MDC
Minneapolis, MN 55414
Attention: Mortgage Document Custody (CMBS)

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2

          In connection with the administration of the Mortgage Files held by or
on behalf of you as trustee under that certain pooling and servicing agreement,
dated as of April 11, 2003 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as master servicer and
special servicer (in such capacities, the "Master Servicer" and "Special
Servicer", respectively), and you, as trustee (in such capacity, the "Trustee"),
the undersigned as Master Servicer hereby requests a release of the Mortgage
File (or the portion thereof specified below) held by or on behalf of you as
Trustee with respect to the following described [Pooled] Mortgage Loan for the
reason indicated below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______    1. [Pooled] Mortgage Loan paid in full. The undersigned hereby
          certifies that all amounts received in connection with the [Pooled]
          Mortgage Loan that are required to be credited to the Collection
          Account or, if applicable, the GLCTML Custodial Account or an A/B Loan
          Pair Custodial Account pursuant to the Pooling and Servicing
          Agreement, have been or will be so credited.

______    2. Other. (Describe) _________________________________________________
          ______________________________________________________________________

          The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the [Pooled]
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.


                                      D-1-1

<PAGE>

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                                       -------------------------
                                                       as  Master Servicer


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


                                      D-1-2

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
751 Kasota Avenue, Suite MDC
Minneapolis, MN 55414
Attention: Mortgage Document Custody (CMBS)

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2

          In connection with the administration of the Mortgage Files held by or
on behalf of you as trustee under that certain pooling and servicing agreement,
dated as of April 11, 2003 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as master servicer and
special servicer (in such capacities, the "Master Servicer" and "Special
Servicer", respectively), and you, as trustee (in such capacity, the "Trustee"),
the undersigned as Special Servicer hereby requests a release of the Mortgage
File (or the portion thereof specified below) held by or on behalf of you as
Trustee with respect to the following described [Pooled] Mortgage Loan for the
reason indicated below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______    1. The [Pooled] Mortgage Loan is being foreclosed.

______    2. Other. (Describe) _________________________________________________
          ______________________________________________________________________

          The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the [Pooled]
Mortgage Loan is being foreclosed, in which case the Mortgage File (or such
portion thereof) will be returned when no longer required by us for such
purpose.


                                      D-2-1

<PAGE>

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                                       -------------------------
                                                       as Special Servicer


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


                                      D-2-2

<PAGE>

                                   EXHIBIT E-1

                             FORM OF TRUSTEE REPORT

                              [See Attached Report]


                                      E-1-1

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.           CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                             Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                             Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           DISTRIBUTION DATE STATEMENT

                                Table of Contents

--------------------------------------------------------------------------------
STATEMENT SECTIONS                                                       PAGE(s)
------------------                                                       -------
Certificate Distribution Detail                                             2
Certificate Factor Detail                                                   3
Reconciliation Detail                                                       4
Other Required Information                                                  5
Cash Reconciliation                                                         6
Ratings Detail                                                              7
Current Mortgage Loan and Property Stratification
   Tables                                                                 8-10
Mortgage Loan Detail                                                       11
Principal Prepayment Detail                                                12
Historical Detail                                                          13
Delinquency Loan Detail                                                    14
Specially Serviced Loan Detail                                           15-16
Modified Loan Detail                                                       17
Liquidated Loan Detail                                                     18
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
             Depositor                              Master Servicer                            Special Servicer
-----------------------------------   -----------------------------------------   -----------------------------------------
<S>                                   <C>                                         <C>
Credit Suisse First Boston Mortgage   KeyCorp Real Estate Capital Markets, Inc.   KeyCorp Real Estate Capital Markets, Inc.
Securities Corp.                      d/b/a Key Commercial Mortgage               d/b/a Key Commercial Mortgage
11 Madison Avenue, 5th Floor          911 Main Street, Suite 1500                 911 Main Street, Suite 1500
New York, NY 10010                    Kansas City, MO 64105                       Kansas City, MO 64105

Contact: General Information Number   Contact: Marty O'Conner                     Contact: Marty O'Conner
Phone Number: (212) 325-2000          Phone Number: (816)221-8800                 Phone Number: (816)221-8800
-----------------------------------   -----------------------------------------   -----------------------------------------

This report has been compiled from information provided to Wells Fargo Bank MN, N.A. by various third parties, which may include
the Master Servicer, Special Servicer and others. Wells Fargo Bank MN, N.A. has not independently confirmed the accuracy of
information received from these third parties and assumes no duty to do so. Wells Fargo Bank MN, N.A. expressely disclaims any
responsibility for the accuracy or completeness of information furnished by third parties.

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

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                        Page 1 of 18
</TABLE>


                                      E-1-1

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.           CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                             Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                             Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 Certificate Distribution Detail

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                 Pass-Through   Original   Beginning     Principal      Interest     Prepayment
 Class   CUSIP       Rate        Balance    Balance    Distribution   Distribution     Premium
-----------------------------------------------------------------------------------------------
<S>      <C>       <C>            <C>         <C>          <C>            <C>           <C>
  A-1              0.000000%      0.00        0.00         0.00           0.00          0.00
  A-2              0.000000%      0.00        0.00         0.00           0.00          0.00
  A-3              0.000000%      0.00        0.00         0.00           0.00          0.00
  A-4              0.000000%      0.00        0.00         0.00           0.00          0.00
   B               0.000000%      0.00        0.00         0.00           0.00          0.00
   C               0.000000%      0.00        0.00         0.00           0.00          0.00
   D               0.000000%      0.00        0.00         0.00           0.00          0.00
   E               0.000000%      0.00        0.00         0.00           0.00          0.00
   F               0.000000%      0.00        0.00         0.00           0.00          0.00
   G               0.000000%      0.00        0.00         0.00           0.00          0.00
   H               0.000000%      0.00        0.00         0.00           0.00          0.00
   J               0.000000%      0.00        0.00         0.00           0.00          0.00
   K               0.000000%      0.00        0.00         0.00           0.00          0.00
   L               0.000000%      0.00        0.00         0.00           0.00          0.00
   M               0.000000%      0.00        0.00         0.00           0.00          0.00
   N               0.000000%      0.00        0.00         0.00           0.00          0.00
   O               0.000000%      0.00        0.00         0.00           0.00          0.00
   P               0.000000%      0.00        0.00         0.00           0.00          0.00
  GLC              0.000000%      0.00        0.00         0.00           0.00          0.00
 RCKB              0.000000%      0.00        0.00         0.00           0.00          0.00
   R               0.000000%      0.00        0.00         0.00           0.00          0.00
  V-1              0.000000%      0.00        0.00         0.00           0.00          0.00
  V-2              0.000000%      0.00        0.00         0.00           0.00          0.00
  V-3              0.000000%      0.00        0.00         0.00           0.00          0.00
  V-4              0.000000%      0.00        0.00         0.00           0.00          0.00
-----------------------------------------------------------------------------------------------
Totals                            0.00        0.00         0.00           0.00          0.00
-----------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------
          Realized Loss/                               Current
        Additional Trust       Total       Ending   Subordination
Class     Fund Expenses    Distribution   Balance       Level
-----------------------------------------------------------------
<S>           <C>              <C>          <C>          <C>
  A-1         0.00             0.00         0.00         0.00
  A-2         0.00             0.00         0.00         0.00
  A-3         0.00             0.00         0.00         0.00
  A-4         0.00             0.00         0.00         0.00
   B          0.00             0.00         0.00         0.00
   C          0.00             0.00         0.00         0.00
   D          0.00             0.00         0.00         0.00
   E          0.00             0.00         0.00         0.00
   F          0.00             0.00         0.00         0.00
   G          0.00             0.00         0.00         0.00
   H          0.00             0.00         0.00         0.00
   J          0.00             0.00         0.00         0.00
   K          0.00             0.00         0.00         0.00
   L          0.00             0.00         0.00         0.00
   M          0.00             0.00         0.00         0.00
   N          0.00             0.00         0.00         0.00
   O          0.00             0.00         0.00         0.00
   P          0.00             0.00         0.00         0.00
  GLC         0.00             0.00         0.00         0.00
 RCKB         0.00             0.00         0.00         0.00
   R          0.00             0.00         0.00         0.00
  V-1         0.00             0.00         0.00         0.00
  V-2         0.00             0.00         0.00         0.00
  V-3         0.00             0.00         0.00         0.00
  V-4         0.00             0.00         0.00         0.00
-----------------------------------------------------------------
Totals        0.00             0.00         0.00         0.00
-----------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                Original   Beginning                                               Ending
                 Pass-Through   Notional   Notional      Interest     Prepayment       Total      Notional
 Class   CUSIP      Rate         Amount     Amount     Distribution     Premium    Distribution    Amount
----------------------------------------------------------------------------------------------------------
<S>                <C>            <C>         <C>            <C>          <C>            <C>        <C>
  A-X              0.000000       0.00        0.00           0.00         0.00           0.00       0.00
 A-SP              0.000000       0.00        0.00           0.00         0.00           0.00       0.00
----------------------------------------------------------------------------------------------------------

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

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                        Page 2 of 18
</TABLE>


                                      E-1-2

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.           CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                             Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                             Record Date:  04/30/2003

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       Certificate Factor Detail

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                                                          Realized Loss/
                  Beginning     Principal      Interest     Prepayment   Additional Trust     Ending
 Class   CUSIP     Balance    Distribution   Distribution     Premium      Fund Expenses      Balance
------------------------------------------------------------------------------------------------------
<S>      <C>     <C>           <C>            <C>           <C>             <C>             <C>
  A-1            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  A-2            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  A-3            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  A-4            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   B             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   C             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   D             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   E             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   F             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   G             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   H             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   J             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   K             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   L             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   M             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   N             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   O             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   P             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  GLC            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
 RCKB            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
   R             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  V-1            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  V-2            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  V-3            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
  V-4            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------
                  Beginning                                  Ending
                  Notional      Interest     Prepayment     Notional
 Class   CUSIP     Amount     Distribution     Premium       Amount
--------------------------------------------------------------------
  A-X            0.00000000    0.00000000    0.00000000   0.00000000
 A-SP            0.00000000    0.00000000    0.00000000   0.00000000
--------------------------------------------------------------------

<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                        Page 3 of 18
</TABLE>


                                      E-1-3

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                     Reconciliation Detail

<TABLE>
<CAPTION>
             Advance Summary                                                 Master Servicing Fee Summary

<S>                                        <C>                <C>                                                          <C>
P & I Advances Outstanding                 0.00               Current Period Accrued Master Servicing Fees                 0.00
Servicing Advances Outstanding             0.00               Less Master Servicing Fees on Delinquent Payments            0.00

Reimbursements for Interest on P&I         0.00               Less Reductions to Master Servicing Fees                     0.00
Advances paid from general collections                        Plus Master Servicing Fees on Delinquent Payments Received   0.00

Reimbursements for Interest on Servicing   0.00               Plus Adjustments for Prior Master Servicing Calculation      0.00
Advances paid from general collections                        Total Master Servicing Fees Collected                        0.00
</TABLE>

Certificate Interest Reconciliation

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                       Uncovered                     Certificate     Unpaid       Optimal
          Accrued     Prepayment                       Deferred     Interest     Interest      Interest                  Appraisal
        Certificate    Interest    Indemnification     Interest    Shortfall   Distribution   Shortfall     Interest     Reduction
Class     Interest     Shortfall       Expenses         Amount       Amount       Amount        Amount    Distribution     Amount
----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>           <C>          <C>               <C>           <C>         <C>            <C>         <C>            <C>
 A-1
 A-2
 A-3
 A-4
 A-X
A-SP
  B
  C
  D
  E
  F
  G
  H
  J
  K
  L
  M
  N
  O
  P
 GLC
RCKB
----------------------------------------------------------------------------------------------------------------------------------
Total
----------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                        Page 4 of 18
</TABLE>


                                      E-1-4

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                             Other Required Information

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>      <C>         <C>          <C>
                                                                      Appraisal Reduction Amount
                                                                      ---------------------------------------------
Available Distribution Amount                 0.00                             Appraisal   Cumulative   Most Recent
                                                                       Loan    Reduction      ASER        App. Red.
                                                                      Number    Effected     Amount         Date
                                                                      ---------------------------------------------

Aggregate Number of Outstanding Loans            0
Aggregate Unpaid Principal Balance of Loans   0.00
Aggregate Stated Principal Balance of Loans   0.00

Aggregate Amount of Servicing Fee             0.00
Aggregate Amount of Primary Servicing Fee     0.00
Aggregate Amount of Special Servicing Fee     0.00
Aggregate Amount of Trustee Fee               0.00
Aggregate Stand-by Fee                        0.00
Aggregate Trust Fund Expenses                 0.00
                                                                      ---------------------------------------------
                                                                       Total
                                                                      ---------------------------------------------
Specially Serviced Loans not Delinquent
   Number of Outstanding Loans                   0
   Aggregate Unpaid Principal Balance         0.00

------------------------------------------------------------------------------------------------------------------------------------
Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                        Page 5 of 18
</TABLE>


                                      E-1-5

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           Cash Reconciliation Detail

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

Total Funds Collected

   Interest:
      Interest paid or advanced                                      0.00
      Interest reductions due to Non-Recoverability Determinations   0.00
      Interest Adjustments                                           0.00
      Deferred Interest                                              0.00
      Net Prepayment Interest Shortfall                              0.00
      Net Prepayment Interest Excess                                 0.00
      Extension Interest                                             0.00
      Interest Reserve Withdrawal                                    0.00
                                                                         -------
         Total Interest Collected                                           0.00

   Principal:
      Scheduled Principal                                            0.00
      Unscheduled Principal                                          0.00
         Principal Prepayments                                       0.00
         Collection of Principal after Maturity Date                 0.00
         Recoveries from Liquidation and Insurance Proceeds          0.00
         Excess of Prior Principal Amounts paid                      0.00
         Curtailments                                                0.00
      Negative Amoritization                                         0.00
      Principal Adjustments                                          0.00
                                                                         -------
         Total Principal Collected                                          0.00

   Other:
      Prepayment Penalties/Yield Maintenance                         0.00
      Repayment Fees                                                 0.00
      Borrower Option Extension Fees                                 0.00
      Equity Payments Received                                       0.00
      Net Swap Counterparty Payments Received                        0.00

         Total Other Collected                                              0.00
                                                                         -------

Total Funds Collected                                                       0.00
                                                                         -------

Total Funds Distributed

   Fees:
      Master Servicing Fee                                           0.00
      Trustee Fee                                                    0.00
      Certificate Administration Fee                                 0.00
      Insurer Fee                                                    0.00
      Miscellaneous Fee                                              0.00
                                                                         -------
         Total Fees                                                         0.00

   Additional Trust Fund Expenses:
      Reimbursement for Interest on Advances                         0.00
      ASER Amount                                                    0.00
      Special Servicing Fee                                          0.00
      Reduction of funds due to Non-Recoverability Determinations    0.00
      Rating Agency Expenses                                         0.00
      Attorney Fees & Expenses                                       0.00
      Bankruptcy Expense                                             0.00
      Taxes Imposed on Trust Fund                                    0.00
      Non-Recoverable Advances                                       0.00
      Other Expenses                                                 0.00
                                                                         -------
         Total Additional Trust Fund Expenses                               0.00

   Interest Reserve Deposit                                                 0.00

   Payment to Certificateholders & Others:
      Interest Distribution                                          0.00
      Principal Distribution                                         0.00
      Prepayment Penalties/Yield Maintenance                         0.00
      Borrower Option Extension Fees                                 0.00
      Equity Payments Paid                                           0.00
      Net Swap Counterparty Payments Paid                            0.00

         Total Payments to Cetificateholders & Others                       0.00
                                                                         -------
Total Funds Distributed                                                     0.00
                                                                         -------

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

<TABLE>
<S>  <C>
------------------------------------------------------------------------------------------------------------------------------------
Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                        Page 6 of 18
</TABLE>


                                      E-1-6

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 Ratings Detail

-----------------------------------------------------------------
                    Original Ratings         Current Ratings(1)
                -----------------------   -----------------------
Class   CUSIP   Fitch   Moody's   S & P   Fitch   Moody's   S & P
-----------------------------------------------------------------
 A-1
 A-2
 A-3
 A-4
  B
  C
  D
  E
  F
  G
  H
  J
  K
  L
  M
  N
  O
  P
 GLC
RCKB
-----------------------------------------------------------------

NR  - Designates that the class was not rated by the above agency at the time
      of original issuance.

X   - Designates that the above rating agency did not rate any classes in this
      transaction at the time of original issuance.

N/A - Data not available this period.

1)For any class not rated at the time of original issuance by any particular
rating agency, no request has been made subsequent to issuance to obtain rating
information, if any, from such rating agency. The current ratings were obtained
directly from the applicable rating agency within 30 days of the payment date
listed above. The ratings may have changed since they were obtained. Because the
ratings may have changed, you may want to obtain current ratings directly from
the rating agencies.

<TABLE>
<S>                        <C>                          <C>
Fitch, Inc.                Moody's Investors Service    Standard & Poor's Rating Services
One State Street Plaza     99 Church Street             55 Water Street
New York, New York 10004   New York, New York 10007     New York, New York  10041
(212)908-0500              (212)553-0300                (212)438-2430

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

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                        Page 7 of 18
</TABLE>


                                      E-1-7

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

            Current Mortgage Loan and Property Stratification Tables

                        Scheduled Balance
--------------------------------------------------------------
                                % of
Scheduled   # of    Scheduled   Agg.   WAM          Weighted
 Balance    loans    Balance    Bal.   (2)   WAC   Avg DSCR(1)
--------------------------------------------------------------










--------------------------------------------------------------
Totals
--------------------------------------------------------------

                            State (3)
------------------------------------------------------------
                              % of
         # of     Scheduled   Agg.   WAM          Weighted
State    Props.    Balance    Bal.   (2)   WAC   Avg DSCR(1)
------------------------------------------------------------










------------------------------------------------------------
Totals
------------------------------------------------------------

See footnotes on last page of this section.

<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                        Page 8 of 18
</TABLE>


                                      E-1-8

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

            Current Mortgage Loan and Property Stratification Tables

                   Debt Service Coverage Ratio
-------------------------------------------------------------------
                                     % of
Debt Service     # of    Scheduled   Agg.   WAM          Weighted
Coverage Ratio   loans    Balance    Bal.   (2)   WAC   Avg DSCR(1)
-------------------------------------------------------------------










-------------------------------------------------------------------
Totals
-------------------------------------------------------------------

                         Note Rate
-------------------------------------------------------------------
                             % of
Note     # of    Scheduled   Agg.   WAM          Weighted
Rate     loans    Balance    Bal.   (2)   WAC   Avg DSCR(1)
-------------------------------------------------------------------










-------------------------------------------------------------------
Totals
-------------------------------------------------------------------

                         Property Type(3)
-------------------------------------------------------------------
                                     % of
                # of     Scheduled   Agg.   WAM          Weighted
Property Type   Props.    Balance    Bal.   (2)   WAC   Avg DSCR(1)
-------------------------------------------------------------------










-------------------------------------------------------------------
Totals
-------------------------------------------------------------------

                            Seasoning
-------------------------------------------------------------------
                                 % of
            # of     Scheduled   Agg.   WAM          Weighted
Seasoning   loans.    Balance    Bal.   (2)   WAC   Avg DSCR(1)
-------------------------------------------------------------------










-------------------------------------------------------------------
Totals
-------------------------------------------------------------------

See footnotes on last page of this section.

<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                        Page 9 of 18
</TABLE>


                                      E-1-9

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

            Current Mortgage Loan and Property Stratification Tables

        Anticipated Remaining Term (ARD and Balloon Loans)
--------------------------------------------------------------------------
                                            % of
Anticipated Remaining   # of    Scheduled   Agg.   WAM          Weighted
       Term(2)          loans    Balance    Bal    (2)   WAC   Avg DSCR(1)
--------------------------------------------------------------------------











--------------------------------------------------------------------------
 Totals
--------------------------------------------------------------------------

            Remaining Amortization Term (ARD and Balloon Loans)
---------------------------------------------------------------------------
                                             % of
Remaining Amortization   # of    Scheduled   Agg.   WAM          Weighted
       Term              loans    Balance    Bal    (2)   WAC   Avg DSCR(1)
---------------------------------------------------------------------------










---------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------

             Remaining Stated Term (Fully Amortizing Loans)
----------------------------------------------------------------------
                                       % of
Remaining Stated   # of    Scheduled   Agg.   WAM           Weighted
    Term           loans    Balance    Bal    (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------------










----------------------------------------------------------------------
Totals
----------------------------------------------------------------------

                       Age of Most Recent NOI
-----------------------------------------------------------------
                                   % of
Age of Most    # of    Scheduled   Agg.   WAM          Weighted
Recent NOI     loans    Balance    Bal.   (2)   WAC   Avg DSCR(1)
-----------------------------------------------------------------










-----------------------------------------------------------------
Totals
-----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures
become available from borrowers on an asset level. In all cases, the most
current DSCR provided by the Servicer is used.To the extent that no DSCR is
provided by the Servicer, information from the offering document is used. The
Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term
from the current month to the earlier of the Anticipated Repayment Date, if
applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan
information to the properties based upon the Cut-off Date Balance of the related
mortgage loan as disclosed in the offering document.

Note:(i) "Scheduled Balance" has the meaning assigned thereto in the CMSA
Standard Information Package.

<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                       Page 10 of 18
</TABLE>


                                     E-1-10

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                              Mortgage Loan Detail

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                          Anticipated               Neg.
 Loan           Property                  Interest   Principal    Gross    Repayment    Maturity   Amort
Number   ODCR   Type(1)    City   State    Payment    Payment    Coupon      Date         Date      (Y/N)
---------------------------------------------------------------------------------------------------------
<S>      <C>    <C>        <C>    <C>     <C>        <C>         <C>      <C>           <C>        <C>










---------------------------------------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------
            Beginning     Ending    Paid   Appraisal   Appraisal    Res.    Mod.
 Loan       Scheduled   Scheduled   Thru   Reduction   Reduction   Strat.   Code
Number      Balance     Balance     Date      Date       Amount      (2)     (3)
--------------------------------------------------------------------------------
<S>         <C>         <C>         <C>    <C>         <C>         <C>      <C>










--------------------------------------------------------------------------------
Totals
--------------------------------------------------------------------------------
</TABLE>

(1)  Property Type Code

MF - Multi-Family

RT - Retail

HC - Health Care

IN - Industrial

WH - Warehouse

MH - Mobile Home Park

OF - Office

MU - Mixed Use

LO - Lodging

SS - Self Storage

OT - Other

(2)  Resolution Strategy Code

1 - Modification

2 - Foreclosure

3 - Bankruptcy

4 - Extension

5 - Note Sale

6 - DPO

7 - REO

8 - Resolved

9 - Pending Return to Master Servicer

10 - Deed in Lieu Of Foreclosure

11 - Full Payoff

12 - Reps and Warranties

13 - Other or TBD

(3)  Modification Code

1 - Maturity Date Extension

2 - Authorization Change

3 - Principal Write-off

4 - Combination

<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                       Page 11 of 18
</TABLE>


                                     E-1-11

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                          Principal Prepayment Detail

<TABLE>
<CAPTION>
                                    Principal Prepayment Amount                 Prepayment Penalties
              Offering Document   -------------------------------   ---------------------------------------------
Loan Number    Cross-Reference    Payoff Amount   ________ Amount   Prepayment Premium   Yield Maintenance charge
-----------------------------------------------------------------------------------------------------------------
<S>           <C>                 <C>             <C>               <C>                  <C>










-----------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                       Page 12 of 18
</TABLE>


                                     E-1-12

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.           CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                             Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                             Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        Historical Detail

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                          Delinquencies
--------------------------------------------------------------------------------------------------
Distribution   30-59 Days   60-89 Days   90 Days or More   Foreclosure      REO      Modifications
    Date       # Balance    # Balance       # Balance       # Balance    # Balance     # Balance
--------------------------------------------------------------------------------------------------
<S>            <C>          <C>          <C>               <C>           <C>         <C>









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

<CAPTION>
------------------------------------------------------------------
                       Prepayments           Rate and Maturities
------------------------------------------------------------------
Distribution   Curtailments     Payoff    Next Weighted Avg.
    Date         # Balance    # Balance     Coupon   Remit     WAM
------------------------------------------------------------------
<S>            <C>            <C>         <C>                  <C>









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

Note: Foreclosure and REO Totals are excluded from the delinquencies.

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

Copyright 2003, Wells Fargo Bank Minnesota, N.A                                                                        Page 13 of 18
</TABLE>


                                     E-1-13

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.           CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                             Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                             Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 Delinquency Loan Detail

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                  Offering       # of                   Current    Outstanding   Status of
                  Document      Months   Paid Through    P & I        P & I      Mortgage
Loan Number   Cross-Reference   Delinq.     Date        Advances   Advances **   Loan (1)
------------------------------------------------------------------------------------------
<S>           <C>               <C>      <C>            <C>        <C>           <C>










------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------------------------------------------
              Resolution                                  Current    Outstanding
               Strategy      Servicing     Foreclosure   Servicing    Servicing     Bankruptcy   REO
Loan Number    Code (2)    Transfer Date      Date       Advances     Advances         Date      Date
-----------------------------------------------------------------------------------------------------
<S>           <C>          <C>             <C>           <C>         <C>            <C>          <C>










-----------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) Status of Mortgage Loan

A - Payments Not Received But Still in Grace Period

B - Late Payment But Less Than 1 Month Delinquent

0 - Current

1 - One Month Delinquent

2 - Two Months Delinquent

3 - Three or More Months Delinquent

4 - Assumed Scheduled Payment (Performing Matured Loan)

7 - Foreclosure

9 - REO

(2) Resolution Strategy Code

1 - Modification

2 - Foreclosure

3 - Bankruptcy

4 - Extension

5 - Note Sale

6 - DPO

7 - REO

8 - Resolved

9 - Pending Return to Master Servicer

10 - Deed in Lieu of Foreclosure

11 - Full Payoff

12 - Reps and Warranties

13 - Other or TBD

<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                       Page 14 of 18
</TABLE>


                                     E-1-14

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.           CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                             Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                             Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                     Specially Serviced Loan Detail - Part 1

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                            Offering      Servicing   Resolution
Distribution    Loan        Document       Transfer    Strategy    Scheduled   Property
    Date       Number   Cross-Reference      Date      Code (1)     Balance    Type (2)   State
-----------------------------------------------------------------------------------------------
<S>            <C>      <C>               <C>         <C>          <C>         <C>        <C>













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

<CAPTION>
-----------------------------------------------------------------------------------------------
                                       Net                                        Remaining
Distribution   Interest    Actual   Operating   NOI           Note   Maturity   Amortization
    Date         Rate     Balance     Income    Date   DSCR   Date     Date         Term
-----------------------------------------------------------------------------------------------
<S>            <C>        <C>       <C>         <C>    <C>    <C>    <C>        <C>











-----------------------------------------------------------------------------------------------
</TABLE>

(1) Resolution Strategy Code

1 - Modification

2 - Foreclosure

3 - Bankruptcy

4 - Extension

5 - Note Sale

6 - DPO

7 - REO

8 - Resolved

9 - Pending Return to Master Servicer

10 - Deed in Lieu of Foreclosure

11 - Full Payoff

12 - Reps and Warranties

13 - Other or TBD

(2) Property Type Code

MF - Multi-Family

RT - Retail

HC - Health Care

IN - Industrial

WH - Warehouse

MH - Mobile Home Park

OF - Office

MU - Mixed Use

LO - Lodging

SS - Self Storage

OT - Other

<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                       Page 15 of 18
</TABLE>


                                     E-1-15

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                            Specially Serviced Loan Detail - Part 2

--------------------------------------------------------------------------------------------------------------------------------
                            Offering      Resolution      Site
Distribution    Loan        Document       Strategy    Inspection   Phase 1   Appraisal   Appraisal       Other REO
    Date       Number   Cross-Reference     Code(1)       Date        Date       Date       Value     Property Revenue   Comment
--------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>               <C>          <C>          <C>       <C>         <C>         <C>                <C>










--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                       (1)  Resoultion Strategy Code

1 - Modification

2 - Foreclosure

3 - Bankruptcy

4 - Extension

5 - Note Sale

6 - DPO

7 - REO

8 - Resolved

9 - Pending Return to Master Servicer

10 - Deed In Lieu Of Foreclosure

11 - Full Payoff

12 - Reps and Warranties

13 - Other or TBD

<TABLE>
<S> <C>
------------------------------------------------------------------------------------------------------------------------------------

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                       Page 16 of 18
</TABLE>


                                     E-1-16

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                Modified Loan Detail

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
             Offering
 Loan        Document      Pre-Modification   Modification
Number   Cross-Reference        Balance           Date       Modification Description
-------------------------------------------------------------------------------------
<S>      <C>               <C>                <C>            <C>










-------------------------------------------------------------------------------------
Totals
-------------------------------------------------------------------------------------

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

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                       Page 17 of 18
</TABLE>


                                     E-1-17

<PAGE>

<TABLE>
<S>                                 <C>                                                    <C>
                                                                                           -----------------------------------------
                                                                                           For Additional Information please contact
[LOGO] WELLS                        Credit Suisse First Boston Mortgage Securities Corp.            CTSLink Customer Service
       FARGO                           Commercial Mortgage Pass-Through Certificates                   (301) 815-6600
                                                    Series 2003-CK2                         Reports Available on the World Wide Web
Wells Fargo Bank Minnesota, N.A.                                                                  @ www.ctslink.com/cmbs
Corporate Trust Services                                                                   -----------------------------------------
9062 Old Annapolis Road                                                                            Payment Date: 05/16/2003
Columbia, MD 21045-1951                                                                            Record Date:  04/30/2003
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        Liquidated Loan Detail

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
         Final Recovery       Offering                                                   Gross Proceeds
 Loan     Determination       Document      Appraisal   Appraisal    Actual     Gross       as a % of
Number        Date        Cross-Reference      Date       Value     Balance   Proceeds   Actual Balance
-------------------------------------------------------------------------------------------------------
<S>      <C>              <C>               <C>         <C>         <C>       <C>        <C>










-------------------------------------------------------------------------------------------------------
Current Total
-------------------------------------------------------------------------------------------------------
Cumulative Total
-------------------------------------------------------------------------------------------------------

<CAPTION>
----------------------------------------------------------------------------
          Aggregate        Net         Net Proceeds              Repurchased
 Loan    Liquidation   Liquidation      as a % of     Realized    by Seller
Number    Expenses*      Proceeds    Actual Balance     Loss        (Y/N)
----------------------------------------------------------------------------
<S>      <C>           <C>           <C>              <C>        <C>










----------------------------------------------------------------------------
Current Total
----------------------------------------------------------------------------
Cumulative Total
----------------------------------------------------------------------------

*    Aggregate liquidation expenses also include outstanding P & I advances and
     unpaid fees (servicing, trustee, etc.).

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

Copyright 2003, Wells Fargo Bank Minnesota, N.A.                                                                       Page 18 of 18
</TABLE>


                                     E-1-18



<PAGE>

                                   EXHIBIT E-2

            FORM OF PAYMENTS RECEIVED AFTER DETERMINATION DATE REPORT

GECC 2002-3 (GEMSA Inv# 472) PAYMENTS RECEIVED AFTER DETERMINATION DATE REPORT
   - MONTH YYYY

   ADVANCE DATE        MM/DD/YY
-------------------   ----------
PRIME (eff 6/29/01)      6.75000%  0.00018493
EFF 5/17/01-6/28/01   7.00000000   0.01917808
EFF 4/20/01-5/16/01   7.50000000   0.02054795
EFF 3/22/01-4/19/01   8.00000000   0.02191781

<TABLE>
<CAPTION>
                                         (after grace)                       SUB     NON-CASH   MASTER    CURRENT    CURRENT
                     LOAN      PROSP       INT ACCR              NEXT PMT    FEE     SUB FEE     FEE     PRINCIPAL   NET INT
    SERVICER          ID         ID        BEG DATE      GRACE   DUE DATE   UNPAID    UNPAID    UNPAID    ADVANCED   ADVANCED
-----------------   -------   --------   -------------   -----   --------   ------   --------   ------   ---------   --------
<S>                 <C>        <C>        <C>             <C>       <C>      <C>       <C>       <C>        <C>        <C>





CURRENT-GEMSA TTL                                                   0        0.00      0.00      0.00       0.00       0.00





CURRENT-SUB TTL                                                     0        0.00      0.00      0.00       0.00       0.00

CURRENT-GRAND TTL                                                   0        0.00      0.00      0.00       0.00       0.00





<CAPTION>
                                                GROSS PAID           NON-CASH              NET P&I   GROSS P&I
                     TOTAL NET    TOTAL GROSS     PRIOR              SUB FEE      NET      ADVANCE    ADVANCE    EFFECT
    SERVICER        P&I ADVANCE   P&I ADVANCE    TO REMIT    GE SF     DUE      RECOVERY     O/S        O/S       DATE
-----------------   -----------   -----------   ----------   -----   --------   --------   -------   ---------   ------
<S>                     <C>           <C>          <C>        <C>    <C>          <C>        <C>        <C>      <C>






CURRENT-GEMSA TTL       0.00          0.00         0.00       0.00     0.00       0.00       0.00       0.00





CURRENT-SUB TTL         0.00          0.00         0.00       0.00     0.00       0.00       0.00       0.00

CURRENT-GRAND TTL       0.00          0.00         0.00       0.00     0.00       0.00       0.00       0.00
                      ------
                                                                     REMIT TO
                                                                      NC SUB
                                                                       UPON
                                                                      RECEIPT
</TABLE>


                                      E-2-1

<PAGE>

                                   EXHIBIT E-3

                      FORM OF SPECIAL RECONCILIATION REPORT

                              [See Attached Report]


                                     E-3-1

<PAGE>

Payment Date:

Trust Interest Shortfall Amount:  $

Interest Shortfall Reconciliation: (See Loan by Loan Reconciliation below)

Interest on Advances             $
ASER                             $
Special Servicing Fees:          $
Trust Expenses:                  $
                                 --------------
Total                            $

--------------------------------------------------------------------------------
                        Loan Detail Interest on Advances
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
              Control    Amount      Date                     Days     Interest
Loan Number    Number   Advanced   Advanced   Date Repaid   Advanced     Rate
-----------   -------   --------   --------   -----------   --------   --------
<S>           <C>       <C>        <C>        <C>           <C>           <C>
                        $                                                 %
                        $                                                 %
                        $                                                 %

<CAPTION>
                 Beginning                                                      Ending
                Cumulative                                                    Cumulative
  Current      Unreimbursed   Late Charges    Interest     Interest on Adv   Unreimbursed
Interest Due     Interest       Collected    on Advances    Reimbursement      Interest
------------   ------------   ------------   -----------   ---------------   ------------
<S>            <C>            <C>            <C>           <C>               <C>



</TABLE>

--------------------------------------------------------------------------------
                             Loan Detail ASER Amount
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Loan Number   Control Number   Scheduled Balance   Note Rate   Fee Rate   Net Rate   Net Interest   ARA   ASER
-----------   --------------   -----------------   ---------   --------   --------   ------------   ---   ----
<S>           <C>              <C>                     <C>         <C>        <C>    <C>            <C>   <C>
                                                       %           %          %
                                                       %           %          %
                                                       %           %          %
</TABLE>

--------------------------------------------------------------------------------
                       Loan Detail Special Servicing Fees:
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Loan Number   Control Number   Beginning Balance   Fee Rate   Fee Amount   Fee Type
-----------   --------------   -----------------   --------   ----------   --------
<S>           <C>              <C>                     <C>    <C>          <C>
                                                       %
                                                       %
                                                       %
                                                       %
</TABLE>

Fee Type:

1: Special Servicing Fee - Basic
2: Special Servicer Fee-Workout
3: Special Servicer Fee-Standby
4: Special Servicer Fee-Disposition

Trust Expenses Details:

Rating Agency Fee                 $
Attorney Fee                      $
Other Expenses                    $
Bankruptcy Expenses               $
Indemnification Expenses          $
Taxes Imposed on Trust            $
                                  ------------
                                  $


                                      E-3-2

<PAGE>

                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC # N9303-121
Minneapolis, Minnesota  55479-0113
Attention:  Corporate Trust Services (CMBS)

[OR OTHER CERTIFICATE REGISTRAR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class ______
               Certificates [having an initial aggregate Certificate [Principal
               Balance] [Notional Amount] as of April 11, 2003 (the "Closing
               Date") of $__________] [evidencing a ____% Percentage Interest in
               the related Class] (the "Transferred Certificates")

Dear Sirs:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of that certain pooling
and servicing agreement dated as of April 11, 2003 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate
Capital, as master servicer and special servicer (in such capacities, the
"Master Servicer" and "Special Servicer", respectively), and Wells Fargo Bank
Minnesota, N.A., as trustee (in such capacity, the "Trustee"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any


                                     F-1A-1

<PAGE>

Transferred Certificate, any interest in a Transferred Certificate or any other
similar security, which (in the case of any of the acts described in clauses (a)
through (e) hereof) would constitute a distribution of the Transferred
Certificates under the Securities Act of 1933, as amended (the "Securities
Act"), or would render the disposition of the Transferred Certificates a
violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Transferred Certificates
pursuant to the Securities Act or any state securities laws.

          3. The Transferor and any person acting on behalf of the Transferor in
this matter reasonably believe that the Transferee is a "qualified institutional
buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act (a "Qualified Institutional Buyer") purchasing for its own account or for
the account of another person that is itself a Qualified Institutional Buyer. In
determining whether the Transferee is a Qualified Institutional Buyer, the
Transferor and any person acting on behalf of the Transferor in this matter has
relied upon the following method(s) of establishing the Transferee's ownership
and discretionary investments of securities (check one or more):

     __   (a) The Transferee's most recent publicly available financial
          statements, which statements present the information as of a date
          within 16 months preceding the date of sale of the Transferred
          Certificates in the case of a U.S. purchaser and within 18 months
          preceding such date of sale in the case of a foreign purchaser; or

     __   (b) The most recent publicly available information appearing in
          documents filed by the Transferee with the Securities and Exchange
          Commission or another United States federal, state, or local
          governmental agency or self-regulatory organization, or with a foreign
          governmental agency or self-regulatory organization, which information
          is as of a date within 16 months preceding the date of sale of the
          Transferred Certificates in the case of a U.S. purchaser and within 18
          months preceding such date of sale in the case of a foreign purchaser;
          or

     __   (c) The most recent publicly available information appearing in a
          recognized securities manual, which information is as of a date within
          16 months preceding the date of sale of the Transferred Certificates
          in the case of a U.S. purchaser and within 18 months preceding such
          date of sale in the case of a foreign purchaser; or

     __   (d) A certification by the chief financial officer, a person
          fulfilling an equivalent function, or other executive officer of the
          Transferee, specifying the amount of securities owned and invested on
          a discretionary basis by the Transferee as of a specific date on or
          since the close of the Transferee's most recent fiscal year, or, in
          the case of a Transferee that is a member of a "family of investment
          companies", as that term is defined in Rule 144A, a certification by
          an executive officer of the investment adviser specifying the amount
          of securities owned by the "family of investment companies" as of a
          specific date on or since the close of the Transferee's most recent
          fiscal year.

     __   (e) Other. (Please specify brief description of method)
              __________________________________________________________________
              __________________________________________________________________

          4. The Transferor and any person acting on behalf of the Transferor
understand that in determining the aggregate amount of securities owned and
invested on a discretionary basis by an entity for purposes of establishing
whether such entity is a Qualified Institutional Buyer:


                                     F-1A-2

<PAGE>

          (a) the following instruments and interests shall be excluded:
     securities of issuers that are affiliated with such entity; securities that
     are part of an unsold allotment to or subscription by such entity, if such
     entity is a dealer; securities of issuers that are part of such entity's
     "family of investment companies", if such entity is a registered investment
     company; bank deposit notes and certificates of deposit; loan
     participations; repurchase agreements; securities owned but subject to a
     repurchase agreement; and currency, interest rate and commodity swaps;

          (b) the aggregate value of the securities shall be the cost of such
     securities, except where the entity reports its securities holdings in its
     financial statements on the basis of their market value, and no current
     information with respect to the cost of those securities has been
     published, in which case the securities may be valued at market; and

          (c) securities owned by subsidiaries of the entity that are
     consolidated with the entity in its financial statements prepared in
     accordance with generally accepted accounting principles may be included if
     the investments of such subsidiaries are managed under the direction of the
     entity, except that, unless the entity is a reporting company under Section
     13 or 15(d) of the Securities Exchange Act of 1934, as amended, securities
     owned by such subsidiaries may not be included if the entity itself is a
     majority-owned subsidiary that would be included in the consolidated
     financial statements of another enterprise.

          5. The Transferor or a person acting on its behalf has taken
reasonable steps to ensure that the Transferee is aware that the Transferor is
relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A.

          6. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Pooled Mortgage Loans, (d) the Pooling
and Servicing Agreement, and (e) all related matters, that the Transferee has
requested.

                                               Very truly yours,


                                               _________________________________
                                               (Transferor)


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


                                     F-1A-3

<PAGE>

                                  EXHIBIT F-1B

                        FORM II OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC # N9303-121
Minneapolis, Minnesota  55479-0113
Attention: Corporate Trust Services (CMBS)

[OR OTHER CERTIFICATE REGISTRAR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class ______
               Certificates [having an initial aggregate Certificate [Principal
               Balance] [Notional Amount] as of April 11, 2003 (the "Closing
               Date") of $__________] [evidencing a ____% Percentage Interest in
               the related Class] (the "Transferred Certificates")

Dear Sirs:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of that certain pooling
and servicing agreement dated as of April 11, 2003 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate
Capital, as master servicer and special servicer (in such capacities, the
"Master Servicer" and "Special Servicer", respectively), and Wells Fargo Bank
Minnesota, N.A., as trustee (in such capacity, the "Trustee"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, and for the
benefit of the Depositor and the Trustee, that:

               1. The Transferor is the lawful owner of the Transferred
     Certificates with the full right to transfer such Certificates free from
     any and all claims and encumbrances whatsoever.

               2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any


                                     F-1B-1

<PAGE>

     interest in a Transferred Certificate or any other similar security with
     any person in any manner, (d) made any general solicitation with respect to
     any Transferred Certificate, any interest in a Transferred Certificate or
     any other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of the Transferred
     Certificates under the Securities Act of 1933, as amended (the "Securities
     Act"), would render the disposition of the Transferred Certificates a
     violation of Section 5 of the Securities Act or any state securities laws,
     or would require registration or qualification of the Transferred
     Certificates pursuant to the Securities Act or any state securities laws.

                                             Very truly yours,


                                             -----------------------------------
                                             (Transferor)


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


                                     F-1B-2

<PAGE>

                                  EXHIBIT F-1C

                        FORM I OF TRANSFEROR CERTIFICATE
       FOR CERTAIN TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC # N9303-121
Minneapolis, Minnesota  55479-0113
Attention: Corporate Trust Services (CMBS)

[OR OTHER CERTIFICATE REGISTRAR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class ____,
               having an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of April 11, 2003 (the "Issue
               Date") of $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depositary Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depositary Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to that certain pooling and servicing
agreement dated as of April 11, 2003 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor,
KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as
master servicer and special servicer (in such capacities, the "Master Servicer"
and "Special Servicer", respectively), and Wells Fargo Bank Minnesota, N.A., as
trustee (in such capacity, the "Trustee"). All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to and agrees with you, as Certificate Registrar, and for the benefit
of the Depositor and the Trustee, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any


                                     F-1C-1

<PAGE>

other similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Transferred Certificates
pursuant to the Securities Act or any state securities laws.

                                             Very truly yours,


                                             -----------------------------------
                                             (Transferor)


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


                                     F-1C-2

<PAGE>

                                  EXHIBIT F-1D

                         FORM OF TRANSFEROR CERTIFICATE
     FOR CERTAIN TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC #N9303-121
Minneapolis, Minnesota  55479-0113
Attention: Corporate Trust Services (CMBS)

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class ____,
               having an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of April 11, 2003 (the "Issue
               Date") of $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depositary Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depositary Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to that certain pooling and servicing
agreement dated as of April 11, 2003 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor,
KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as
master servicer and special servicer (in such capacities, the "Master Servicer"
and "Special Servicer", respectively), and Wells Fargo Bank Minnesota, N.A., as
trustee (in such capacity, the "Trustee"). All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to and agrees with you, as Certificate Registrar, and for the benefit
of the Depositor and the Trustee, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

          2. At the time the buy order was originated, the Transferor reasonably
believed that the Transferee was outside the United States, its territories and
possessions.

          3. If the Transferor is a distributor (within the meaning of Rule
902(d) under the Securities Act of 1933, as amended (the "Securities Act")) with
respect to the Transferred Certificates, or an affiliate of such a distributor
or of the Depositor, or a person acting on behalf of such a distributor, the
Depositor or any affiliate of such distributor or of the Depositor, then:


                                     F-1D-1

<PAGE>

               (a) the sale of the Transferred Certificates by the Transferor to
     the Transferee will be executed in, on or through a physical trading floor
     of an established foreign securities exchange that is located outside the
     United States, its territories and possessions;

               (b) no directed selling efforts (within the meaning of Rule
     902(c) under the Securities Act) have been made in the United States, its
     territories and possessions, with respect to the Transferred Certificates
     by the Transferor, any of its affiliates, or any person acting on behalf of
     any of the foregoing;

               (c) all offers and sales, if any, of the Transferred Certificates
     by or on behalf of the Transferor prior to the expiration of the
     distribution compliance period specified in category 2 or 3 (paragraph
     (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as applicable, have
     been and will be made only in accordance with the provisions of Rule 903 or
     Rule 904 under the Securities Act, pursuant to registration of the
     Transferred Certificates under the Securities Act, or pursuant to an
     available exemption from the registration requirements of the Securities
     Act;

               (d) all offering materials and documents (other than press
     releases), if any, used in connection with offers and sales of the
     Transferred Certificates by or on behalf of the Transferor prior to the
     expiration of the distribution compliance period specified in category 2 or
     3 (paragraph (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as
     applicable, complied with the requirements of Rule 902(g)(2) under the
     Securities Act; and

               (e) if the Transferee is a distributor, a dealer or a person
     receiving a selling concession, a fee or other remuneration and the offer
     or sale of the Transferred Certificates thereto occurs prior to the
     expiration of the applicable 40-day distribution compliance period, the
     Transferor has sent a confirmation or other notice to the Transferee that
     the Transferee is subject to the same restrictions on offers and sales that
     apply to a distributor.

          4. If the Transferor is not a distributor with respect to the
Transferred Certificates or an affiliate of such a distributor or of the
Depositor or acting on behalf of such a distributor, the Depositor or any
affiliate of such a distributor or of the Depositor, then:

               (a) the sale of the Transferred Certificates by the Transferor to
     the Transferee will be executed in, on or through the facilities of a
     designated offshore securities market described in paragraph (b) of Rule
     902 under the Securities Act, and neither the Transferor nor anyone acting
     on its behalf knows that such transaction has been prearranged with a buyer
     in the United States, its territories and possessions;

               (b) no directed selling efforts (within the meaning of Rule
     902(c) under the Securities Act) have been made in the United States, its
     territories and possessions, with respect to the Transferred Certificates
     by the Transferor, any of its affiliates, or any person acting on behalf of
     any of the foregoing;

               (c) if the Transferee is a dealer or a person receiving a selling
     concession, a fee or other remuneration and the offer or sale of the
     Transferred Certificates thereto occurs prior to the expiration of the
     applicable 40-day distribution compliance period, the Transferor has sent a
     confirmation or other notice to the Transferee stating that the Transferred
     Certificates may be offered and sold during the distribution compliance
     period only in accordance with the


                                     F-1D-2

<PAGE>

     provisions of Regulation S under the Securities Act, pursuant to
     registration of the Transferred Certificates under the Securities Act or
     pursuant to an available exemption from the registration requirements of
     the Securities Act.

                                             Very truly yours,


                                             -----------------------------------
                                             (Transferor)


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


                                     F-1D-3

<PAGE>

                                  EXHIBIT F-2A

                FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC # N9303-121
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services (CMBS)

[OR OTHER CERTIFICATE REGISTRAR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class ______
               Certificates [having an initial aggregate Certificate [Principal
               Balance] [Notional Amount] as of April 11, 2003 (the "Closing
               Date") of $__________] [evidencing a ____% Percentage Interest in
               the related Class] (the "Transferred Certificates")

Dear Sirs:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of that certain pooling
and servicing agreement dated as of April 11, 2003 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate
Capital, as master servicer and special servicer (in such capacities, the
"Master Servicer" and "Special Servicer", respectively), and Wells Fargo Bank
Minnesota, N.A., as trustee (in such capacity, the "Trustee"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you, as Certificate Registrar, and for the
benefit of the Depositor and the Trustee, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it is being made in reliance
on Rule 144A. The Transferee is acquiring the Transferred Certificates for its
own account or for the account of another Qualified Institutional Buyer, and
understands that such Transferred Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.


                                     F-2A-1

<PAGE>

          2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Pooled Mortgage Loans, (d) the
Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, and
(e) all related matters, that it has requested.

          3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                             Very truly yours,


                                             -----------------------------------
                                             (Transferee)


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

                             Nominee Acknowledgment

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                             -----------------------------------
                                             (Nominee)


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


                                     F-2A-2

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees Other Than Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates being
transferred (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee [each of the Transferee's equity owners] owned and/or
invested on a discretionary basis $______________________(1) in securities
(other than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category
marked below.

      __  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986.

      __  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any state, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the state or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Transferred Certificates in the case
          of a U.S. bank, and not more than 18 months preceding such date of
          sale in the case of a foreign bank or equivalent institution.

      __  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a state or federal authority having supervision over any
          such institutions or is a foreign savings and loan association or
          equivalent institution and (b) has an audited net worth of at least
          $25,000,000 as demonstrated in its latest annual financial statements,
          a copy of which is attached hereto, as of a date not more than 16
          months preceding the date of sale of the Transferred Certificates in
          the case of a U.S.

----------
(1)  Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     F-2A-3

<PAGE>

          savings and loan association, and not more than 18 months preceding
          such date of sale in the case of a foreign savings and loan
          association or equivalent institution.

      __  Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934, as amended.

      __  Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a State, U.S. territory or the District
          of Columbia.

      __  State or Local Plan. The Transferee is a plan established and
          maintained by a State, its political subdivisions, or any agency or
          instrumentality of the State or its political subdivisions, for the
          benefit of its employees.

      __  ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974.

      __  Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940, as amended.

      __  QIB Subsidiary. All of the Transferee's equity owners are "qualified
          institutional buyers" within the meaning of Rule 144A.

      __  Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex 2 rather than
          this Annex 1.) _______________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

          3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.


                                     F-2A-4

<PAGE>

          5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

          ___    ___    Will the Transferee be purchasing the Transferred
          Yes    No     Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

          8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                       -----------------------------------------
                                       Print Name of Transferee


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


                                     F-2A-5

<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees That Are Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

      __  The Transferee owned and/or invested on a discretionary basis
          $___________________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

      __  The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

          4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity


                                     F-2A-6

<PAGE>

swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, or owned by the
Transferee's Family of Investment Companies, the securities referred to in this
paragraph were excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

          ___   ___        Will the Transferee be purchasing the Transferred
          Yes   No         Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

          8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                       Print Name of Transferee or Adviser


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


                                       IF AN ADVISER:


                                       Print Name of Transferee

                                       Date:
                                             -----------------------------------


                                     F-2A-7

<PAGE>

                                  EXHIBIT F-2B

               FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC # N9303-121
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services (CMBS)

[OR OTHER CERTIFICATE REGISTRAR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class ______
               Certificates [having an initial aggregate Certificate [Principal
               Balance] [Notional Amount] as of April 11, 2003 (the "Closing
               Date") of $__________] [evidencing a ____% Percentage Interest in
               the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of the Transferred Certificates pursuant to Section 5.02 of
that certain pooling and servicing agreement dated as of April 11, 2003 (the
"Pooling and Servicing Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a
KeyBank Real Estate Capital, as master servicer and special servicer (in such
capacities, the "Master Servicer" and "Special Servicer", respectively), and
Wells Fargo Bank Minnesota, N.A., as trustee (in such capacity, the "Trustee").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

          1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

          2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in a


                                     F-2B-1

<PAGE>

transaction which is exempt from such registration and qualification and the
Certificate Registrar has received (A) a certificate from the prospective
transferor substantially in the form attached as Exhibit F-1A to the Pooling and
Servicing Agreement; (B) a certificate from the prospective transferor
substantially in the form attached as Exhibit F-1B to the Pooling and Servicing
Agreement and a certificate from the prospective transferee substantially in the
form attached either as Exhibit F-2A or as Exhibit F-2B to the Pooling and
Servicing Agreement; or (C) an Opinion of Counsel satisfactory to the
Certificate Registrar that the transfer may be made without registration under
the Securities Act, together with the written certification(s) as to the facts
surrounding the transfer from the prospective transferor and/or prospective
transferee upon which such Opinion of Counsel is based.

          3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of


                                     F-2B-2

<PAGE>

general advertising or in any other manner, or (e) taken any other action, that
(in the case of any of the acts described in clauses (a) through (e) above)
would constitute a distribution of the Transferred Certificates under the
Securities Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the Securities Act or any state securities law or
would require registration or qualification of the Transferred Certificates
pursuant thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.

          5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) nature, performance and servicing of the Pooled Mortgage Loans, (d) the
Pooling and Servicing Agreement and the Trust Fund created pursuant thereto and
(e) all related matters, that it has requested.

          6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

          7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                         Very truly yours,


                                         By:
                                             -----------------------------------
                                             (Transferee)

                                         Name:
                                         Title:

                             Nominee Acknowledgment

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                         ---------------------------------------
                                         (Nominee)


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


                                     F-2B-3

<PAGE>

                                  EXHIBIT F-2C

                        FORM I OF TRANSFEREE CERTIFICATE
                FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES
                   FOR CLASSES OF NON-REGISTERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

          Re: Credit Suisse First Boston Mortgage Securities Corp., Commercial
              Mortgage Pass-Through Certificates, Series 2003-CK2, Class
              ______ Certificates [having an initial aggregate Certificate
              [Principal Balance] [Notional Amount] as of April 11, 2003 (the
              "Closing Date") of $__________] (the "Transferred Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depositary Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depositary Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to that certain pooling and servicing
agreement dated as of April 11, 2003 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor,
KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as
master servicer and special servicer (in such capacities, the "Master Servicer"
and "Special Servicer", respectively), and Wells Fargo Bank Minnesota, N.A., as
trustee (in such capacity, the "Trustee"). All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to and agrees with you, and for the benefit of the Depositor, the
Trustee and the Certificate Registrar, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act") and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the Transfer to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of a Qualified Institutional Buyer.

          2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification.


                                     F-2C-1

<PAGE>

          3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          4. The Transferee has been furnished with all information regarding
(a) The Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Pooled Mortgage Loans, (d) the
Pooling and Servicing Agreement, and (e) all related matters, that it has
requested.

                                           Very truly yours,

                                           (Transferee)


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


                                     F-2C-2

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [for Transferees other than Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (the "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

     ___  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986.

     ___  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any State, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the State or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Transferred Certificates in the case
          of a U.S. bank, and not more than 18 months preceding such date of
          sale for a foreign bank or equivalent institution.

     ___  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a State or Federal authority having supervision over any
          such institutions or is a foreign savings and loan association or
          equivalent institution and (b) has an audited net worth of at least
          $25,000,000 as demonstrated in its latest annual financial statements,
          a copy of which is attached hereto, as of a date not more than 16

----------
(1)  Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     F-2C-3

<PAGE>

          months preceding the date of sale of the Transferred Certificates in
          the case of a U.S. savings and loan association, and not more than 18
          months preceding such date of sale in the case of a foreign savings
          and loan association or equivalent institution.

     ___  Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934, as amended.

     ___  Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a State, U.S. territory or the District
          of Columbia.

     ___  State or Local Plan. The Transferee is a plan established and
          maintained by a State, its political subdivisions, or any agency or
          instrumentality of the State or its political subdivisions, for the
          benefit of its employees.

     ___  ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974.

     ___  Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940, as amended.

     ___  QIB Subsidiary. All of the Transferee's equity owners are "qualified
          institutional buyers" within the meaning of Rule 144A.

     ___  Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex 2 rather than
          this Annex 1.)

          3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include (i) securities of issuers that are affiliated with such Person,
(ii) securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any such Person, the
Transferee used the cost of such securities to such Person, unless such Person
reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at
market. Further, in determining such aggregate amount, the Transferee may have
included securities owned by subsidiaries of such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under such Person's direction.
However, such securities were not included if such Person is a majority-owned,
consolidated subsidiary of another enterprise and such Person is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.


                                     F-2C-4

<PAGE>

          5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

          ____   ____   Will the Transferee be acquiring interests in the
          Yes    No     Transferred Certificates only for the Transferee's own
                        account?

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is acquiring any interest in the Transferred Certificates
for an account other than its own, such account belongs to a third party that is
itself a "qualified institutional buyer" within the meaning of Rule 144A, and
the "qualified institutional buyer" status of such third party has been
established by the Transferee through one or more of the appropriate methods
contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

          8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                           (Transferee)


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


                                     F-2C-5

<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [for Transferees that are Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (the "Transferee")
or, if the Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because the Transferee is part of a Family of Investment Companies (as defined
below), is an executive officer of the investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

     ____ The Transferee owned and/or invested on a discretionary basis
          $___________________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

     ____ The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

          4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii)


                                     F-2C-6

<PAGE>

bank deposit notes and certificates of deposit, (iii) loan participations, (iv)
repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For purposes of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Transferee, or owned by the Transferee's Family of
Investment Companies, the securities referred to in this paragraph were
excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
Transfers to the Transferee will be in reliance on Rule 144A.

          ____   ____   Will the Transferee be acquiring interests in the
          Yes    No     Transferred Certificates only for the Transferee's own
                        account?

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is acquiring any interest in the Transferred Certificates
for an account other than its own, such account belongs to a third party that is
itself a "qualified institutional buyer" within the meaning of Rule 144A, and
the "qualified institutional buyer" status of such third party has been
established by the Transferee through one or more of the appropriate methods
contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's acquisition of any interest in the Transferred
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such acquisition.

          8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


                                           (Transferee or Adviser)


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


                                           IF AN ADVISER:


                                           -------------------------------------
                                           Print Name of Transferee

                                           Date:


                                     F-2C-7

<PAGE>

                                  EXHIBIT F-2D

                        FORM II OF TRANSFEREE CERTIFICATE
                FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES
                   FOR CLASSES OF NON-REGISTERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class ______
               Certificates [having an initial aggregate Certificate [Principal
               Balance] [Notional Amount] as of April 11, 2003 (the "Closing
               Date") of $__________] (the "Transferred Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depositary Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depositary Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to that certain pooling and servicing
agreement dated as of April 11, 2003 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor,
KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as
master servicer and special servicer (in such capacities, the "Master Servicer"
and "Special Servicer", respectively), and Wells Fargo Bank Minnesota, N.A., as
trustee (in such capacity, the "Trustee"). All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to and agrees with you, and for the benefit of the Depositor, the
Trustee and the Certificate Registrar, that:

          1. The Transferee is not a United States Securities Person. For
purposes of this certification, "United States Securities Person" means (i) any
natural person resident in the United States, (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a United States Securities
Person, other than any estate of which any professional fiduciary acting as
executor or administrator is a United States Securities Person if an executor or
administrator of the estate who is not a United States Securities Person has
sole or shared investment discretion with respect to the assets of the estate
and the estate is governed by foreign law, (iv) any trust of which any trustee
is a United States Securities Person, other than a trust of which any
professional fiduciary acting as trustee is a United States Securities Person if
a trustee who is not a United States Securities Person has sole or shared
investment discretion with respect to the trust assets and no beneficiary of the
trust (and so settler if the trust is revocable) is a United States Securities
Person, (v) any agency or branch of a foreign entity located in the United
States, unless the agency or branch operates for valid business reasons and is
engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located, (vi) any non-discretionary account or similar account (other than an
estate or trust) held


                                     F-2D-1

<PAGE>

by a dealer or other fiduciary for the benefit or account of a United States
Securities Person, (vii) any discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary organized,
incorporated or (if an individual) resident in the United States, other than one
held for the benefit or account of a non-United States Securities Person by a
dealer or other professional fiduciary organized, incorporated or (if any
individual) resident in the United States, (viii) any partnership or corporation
if (a) organized or incorporated under the laws of any foreign jurisdiction and
(b) formed by a United States Securities Person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by "accredited investors" (as defined in
Rule 501(a)) under the United States Securities Act of 1933, as amended (the
"Securities Act"), who are not natural persons, estates or trusts; provided,
however, that the International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations and their
agencies, affiliates and pension plans, any other similar international
organization, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

          2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws, or (ii) is sold or
transferred in transactions which are exempt from such registration and
qualification.

          3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF,


                                     F-2D-2

<PAGE>

          AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
          EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
          PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
          REFERRED TO HEREIN.

          We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorized
you to produce this certification to any interested party in such proceedings.

Dated:  __________, ____


                                           By:
                                               ---------------------------------
                                           As, or agent for, the beneficial
                                           owner(s) of the Certificates to which
                                           this certificate relates


                                     F-2D-3

<PAGE>

                                   EXHIBIT G-1

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
                       CERTIFICATES HELD IN PHYSICAL FORM)

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC # N9303-121
Minneapolis, Minnesota  55479-0113
Attention:  Corporate Trust Services (CMBS)

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class ______
               Certificates [having an initial aggregate Certificate [Principal
               Balance] [Notional Amount] as of April 11, 2003 (the "Closing
               Date") of $__________] [evidencing a ____% Percentage Interest in
               the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of that certain pooling
and servicing agreement dated as of April 11, 2003 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate
Capital, as master servicer and special servicer (in such capacities, the
"Master Servicer" and "Special Servicer", respectively), and Wells Fargo Bank
Minnesota, N.A., as trustee (in such capacity, the "Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you as Certificate Registrar, as follows
(check the applicable paragraph):

     ___  The Transferee is neither (A) a retirement plan or other employee
          benefit plan or arrangement, including an individual retirement
          account or annuity, a Keogh plan or a collective investment fund or
          separate account in which such plans, accounts or arrangements are
          invested, including an insurance company general account, that is
          subject to ERISA or Section 4975 of the Code (each, a "Plan"), nor (B)
          a Person who is directly or indirectly purchasing the Transferred
          Certificates on behalf of, as named fiduciary of, as trustee of, or
          with assets of a Plan; or

     ___  The Transferee is using funds from an insurance company general
          account to acquire the Transferred Certificates, however, the purchase
          and holding of such Certificates by such Person is exempt from the
          prohibited transaction provisions of Section 406 of ERISA and Section
          4975 of the Code by reason of Sections I and III of Prohibited
          Transaction Class Exemption 95-60.


                                      G-1-1

<PAGE>

     ___  The Transferred Certificates are Class ___ Certificates, an interest
          in which is being acquired by or on behalf of a Plan in reliance on
          the individual prohibited transaction exemption issued by the U.S.
          Department of Labor to Credit Suisse First Boston LLC (PTE 89-90), and
          such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
          of Regulation D of the Securities Act, (Y) is not sponsored (within
          the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
          Depositor, Column, KeyBank, the Master Servicer, the Special Servicer,
          any Exemption-Favored Party, any Sub-Servicer or any Borrower with
          respect to any Pooled Mortgage Loan or group of Pooled Mortgage Loans
          that represents more than 5% of the aggregate unamortized principal
          balance of the Pooled Mortgage Loans determined on the date of the
          initial issuance of the Certificates, or by an Affiliate of any such
          Person, and (Z) agrees that it will obtain from each of its
          Transferees to which it transfers an interest in the Transferred
          Certificates, a written representation that such Transferee, if a
          Plan, satisfies the requirements of the immediately preceding clauses
          (X) and (Y), together with a written agreement that such Transferee
          will obtain from each of its Transferees that are Plans a similar
          written representation regarding satisfaction of the requirements of
          the immediately preceding clauses (X) and (Y).

                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferee)


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


                                      G-1-2

<PAGE>

                                   EXHIBIT G-2

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
             (NON-REGISTERED CERTIFICATES HELD IN BOOK ENTRY FORM)

                                     [Date]

[TRANSFEROR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class ______
               Certificates [having an initial aggregate Certificate [Principal
               Balance] [Notional Amount] as of April 11, 2003 (the "Closing
               Date") of $__________] [evidencing a ____% Percentage Interest in
               the related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depositary Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depositary Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to that certain pooling and servicing
agreement dated as of April 11, 2003 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor,
KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as
master servicer and special servicer (in such capacities, the "Master Servicer"
and "Special Servicer", respectively), and Wells Fargo Bank Minnesota, N.A., as
trustee (in such capacity, the "Trustee"). All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as follows (check the applicable paragraph):

     ___  The Transferee is neither (A) a retirement plan, an employee benefit
          plan or other retirement arrangement, including an individual
          retirement account or annuity, a Keogh plan or a collective investment
          fund or separate account in which such plans, accounts or arrangements
          are invested, including an insurance company general account, that is
          subject to Section 406 of ERISA or Section 4975 of the Code (each, a
          "Plan"), nor (B) a Person who is directly or indirectly purchasing an
          interest in the Transferred Certificates on behalf of, as named
          fiduciary of, as trustee of, or with assets of, a Plan;

     ___  The Transferee is using funds from an insurance company general
          account to acquire an interest in the Transferred Certificates,
          however, the purchase and holding of such interest by such Person is
          exempt from the prohibited transaction provisions of Section 406 of
          ERISA and Section 4975 of the Code by reason of Sections I and III of
          Prohibited Transaction Class Exemption 95-60; or

     ___  The Transferred Certificates are Class ____ Certificates, an interest
          in which is being acquired by or on behalf of a Plan in reliance on
          the individual prohibited transaction


                                      G-2-1

<PAGE>

          exemption issued by the U.S. Department of Labor to Credit Suisse
          First Boston LLC (PTE 89-90), and such Plan (X) is an accredited
          investor as defined in Rule 501(a)(1) of Regulation D of the
          Securities Act, (Y) is not sponsored (within the meaning of Section
          3(16)(B) of ERISA) by the Trustee, the Depositor, Column, KeyBank, the
          Master Servicer, the Special Servicer, any Exemption-Favored Party,
          any Sub-Servicer or any Borrower with respect to any Pooled Mortgage
          Loan or group of Pooled Mortgage Loans that represents more than 5% of
          the aggregate unamortized principal balance of the Pooled Mortgage
          Loans determined on the date of the initial issuance of the
          Certificates, or by an Affiliate of any such Person, and (Z) agrees
          that it will obtain from each of its Transferees to which it transfers
          an interest in the Transferred Certificates, a written representation
          that such Transferee, if a Plan, satisfies the requirements of the
          immediately preceding clauses (X) and (Y), together with a written
          agreement that such Transferee will obtain from each of its
          Transferees that are Plans a similar written representation regarding
          satisfaction of the requirements of the immediately preceding clauses
          (X) and (Y).


                                        ----------------------------------------
                                        (Transferee)

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


                                      G-2-2

<PAGE>

                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                      FOR TRANSFERS OF CLASS R CERTIFICATES

STATE OF    )
            ) ss:
COUNTY OF   )

          __________________, being first duly sworn, deposes and says that:

          1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2003-CK2, Class R, evidencing a ___% Percentage Interest in such Class (the
"Residual Interest Certificates")), a _________________ duly organized and
validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement pursuant to which the Residual Interest Certificates were
issued (the "Pooling and Servicing Agreement").

          2. The Transferee (i) is, and as of the date of transfer will be, a
Permitted Transferee and will endeavor to remain a Permitted Transferee for so
long as it holds the Residual Certificates, and (ii) is acquiring the Residual
Certificates for its own account or for the account of another prospective
transferee from which it has received an affidavit in substantially the same
form as this affidavit. A "Permitted Transferee" is any Person other than a
Disqualified Organization, a possession of the United States, Non-United States
Tax Person, domestic partnership whose beneficial interests are not all held by
United States Persons (as defined below) or a foreign permanent establishment or
fixed based (each within the meaning of an applicable tax treaty) of a United
States Person. (For this purpose, a "Disqualified Organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).

          3. The Transferee is aware (i) of the tax that would be imposed under
the Code on transfers of the Residual Interest Certificates to non-Permitted
Transferees; (ii) that such tax would be on the transferor or, if such transfer
is through an agent (which Person includes a broker, nominee or middleman) for a
non-Permitted Transferee, on the agent; (iii) that the Person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such Person an affidavit that the transferee is a Permitted
Transferee and, at the time of transfer, such Person does not have actual
knowledge that the affidavit is false; and (iv) that the Residual Interest
Certificates may be a "noneconomic residual interest" within the meaning of
Treasury regulation Section 1.860E-1(c) and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the


                                      H-1-1

<PAGE>

income on such residual interest, unless no significant purpose of the transfer
is to enable the transferor to impede the assessment or collection of tax.

          4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Interest Certificates if at any time during the
taxable year of the pass-through entity a non-Permitted Transferee is the record
holder of an interest in such entity. (For this purpose, a "pass-through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)

          5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Interest Certificates by the Transferee
unless the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

          6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Interest Certificates will
only be owned, directly or indirectly, by a Permitted Transferee. In addition,
the Transferee will honor all the restrictions set forth herein upon any
subsequent transfers of the Class R Certificates.

          7. The Transferee's taxpayer identification number is _______________,

          8. The Transferee has reviewed the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Interest Certificates (in particular, clause (ii)(A) of
Section 5.02(d) which authorizes the Trustee to deliver payments on the Residual
Interest Certificates to a Person other than the Transferee and clause (ii)(B)
of Section 5.02(d) which authorizes the Trustee to negotiate a mandatory sale of
the Residual Interest Certificates, in either case, in the event that the
Transferee holds such Residual Interest Certificates in violation of Section
5.02(d)); and the Transferee expressly agrees to be bound by and to comply with
such provisions.

          9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

          10. In accordance with Treasury Regulation Section 1.860E-1 [check the
statement that applies]:

               (a) The consideration paid to the Transferee for accepting the
     Class R Certificates is greater than the present value of the anticipated
     net federal income taxes and tax benefits ("Tax Liability Present Value")
     associated with owning such Certificates, with such present value computed
     using a discount rate equal to the "federal short-term rate" prescribed by
     Section 1274 of the Code as of the date hereof or, to the extent it is not,
     the Transferee has regularly borrowed, in the ordinary course of its trade
     or business, substantial funds from unrelated third parties at a lower
     interest rate than such applicable federal rate and the consideration paid
     to the Transferee is greater than the Tax Liability Present Value using
     such lower interest rate as the discount rate and the transactions in
     question with unrelated third party lenders, the interest rate or rates,
     the date or dates of such transactions, and the maturity dates or,


                                      H-1-2

<PAGE>

     in the case of adjustable rate debt instruments, the relevant adjustment
     dates or periods, with respect to such borrowings, are accurately reflected
     in Exhibit A to this letter;          _______

          or

               (b) the Transferee (i) is an "eligible corporation" as defined in
     Section 1.860E-1(c)(6)(i) of the Treasury Regulations, as to which the
     income of the Residual Interest Certificates will only be subject to
     taxation in the United States, (ii) has, and has had in each of its two
     preceding fiscal years, gross assets for financial reporting purposes
     (excluding any obligation of a person related to the transferee within the
     meaning of Section 1.860E-1(c)(6)(i) of the Treasury Regulations or any
     other assets if a principal purpose for holding or acquiring such other
     assets is to satisfy this condition) in excess of $100 million and net
     assets of $10 million, and (iii) hereby agrees only to transfer the
     Certificate to another corporation meeting the criteria set forth in this
     letter. _______

          11. The Transferee will not cause the income from the Residual
Interest certificate to be attributed to a foreign permanent establishment or
fixed base.

          12. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

          For purposes of this affidavit, a "United States Person" is a citizen
or resident of the United States, a corporation, partnership or other entity
created or organized in, or under the laws of, the United States or any
political subdivision thereof, an estate whose income from sources without the
United States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States or a trust as to which (i) a court in the United States
is able to exercise primary supervision over the administration of the trust and
(ii) one or more United States fiduciaries have the right to control all
substantial decisions of the trust.


                                      H-1-3

<PAGE>

          IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ______ day of ______________.

                                  [TRANSFEREE]


                                  By:
                                       -----------------------------------------
                                  [Name of Officer]
                                  [Title of Officer]

[Corporate Seal]

ATTEST:


---------------------------------
[Assistant] Secretary

          Personally appeared before me the above-named ____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ____________________ of the Transferee, and
acknowledged to me that he/she executed the same as his/her free act and deed
and the free act and deed of the Transferee

          Subscribed and sworn before me this ______ day of __________________,
________.


-----------------------------
NOTARY PUBLIC

COUNTY OF  ____________________

STATE OF ______________________

My Commission expires the _________ day of ___________, 20__.


                                      H-1-4

<PAGE>

                                   EXHIBIT H-2

      FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF CLASS R CERTIFICATES

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC # N9303-121
Minneapolis, Minnesota  55479-0113
Attention: Corporate Trust Services (CMBS)

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2, Class R
               Certificates, evidencing a ____% Percentage Interest in such
               Class (the "Residual Interest Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Residual Interest Certificates, pursuant to that certain pooling and
servicing agreement dated as of April 11, 2003 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate
Capital, as master servicer and special servicer (in such capacities, the
"Master Servicer" and "Special Servicer", respectively), and Wells Fargo Bank
Minnesota, N.A., as trustee (in such capacity, the "Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

          1. No purpose of the Transferor relating to the transfer of the
Residual Interest Certificates by the Transferor to the Transferee is or will be
to impede the assessment or collection of any tax.

          2. The Transferor understands that the Transferee has delivered to you
a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.


                                      H-2-1

<PAGE>

          3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) as contemplated by Treasury regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became
due and has found no significant evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Interest Certificates may not be
respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the
Transferor has conducted such an investigation.

                                      Very truly yours,

                                      [TRANSFEROR]


                                      By:
                                          --------------------------------------
                                      (Transferor)
                                      Name:
                                      Title:


                                      H-2-2

<PAGE>

                                    EXHIBIT I

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[MASTER SERVICER]
[SPECIAL SERVICER]
[DEPOSITOR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2

Ladies and Gentlemen:

          Pursuant to Section 3.25 of that certain pooling and servicing
agreement, dated as of April 11, 2003, relating to Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2003-CK2 (the "Agreement"), the undersigned hereby agrees with all the other
parties to the Agreement that the undersigned shall serve as [General][GLCTML]
Special Servicer under, and as defined in, the Agreement. The undersigned hereby
acknowledges and agrees that, as of the date hereof, it is and shall be a party
to the Agreement and bound thereby to the full extent indicated therein in the
capacity of [General][GLCTML] Special Servicer. The undersigned hereby makes, as
of the date hereof, the representations and warranties set forth in Section 2.06
of the Agreement, with the following corrections with respect to type of entity
and jurisdiction of organization: ____________________.


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


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


                                       I-1

<PAGE>

                                    EXHIBIT J

                         FORM OF AFFIDAVIT OF LOST NOTE

STATE OF                 )
                         ) ss.:
COUNTY OF                )

          _________________________________________, ______________________,
being duly sworn, deposes and says:

          1. that he/she is an authorized signatory of _________________________
(the "Noteholder");

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

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

          a note in the original sum of $___________ made by
_____________________, to __________________________, under date of ___________
(the "Note");

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

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

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


                                       J-1

<PAGE>

          7. upon assignment of the Note by the Noteholder to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor" or the "Purchaser") and
subsequent assignment by the Depositor to Wells Fargo Bank Minnesota, N.A., as
trustee (the "Trustee"), for the benefit of the holders of the Credit Suisse
First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2003-CK2 (which assignment may, at the discretion of the
Depositor, be made directly by the Noteholder to the Trustee), the Noteholder
covenants and agrees (a) to promptly deliver to the Trustee the original Note if
it is subsequently found, and (b) to indemnify and hold harmless the Trustee and
its successors and assigns from and against any and all costs, expenses and
monetary losses arising as a result of the Noteholder's or the Depositor's
failure to deliver said original Note to the Trustee.

                                      NAME OF NOTEHOLDER


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

Sworn to before me this
_______ day of ____________, 20__


                                       J-2

<PAGE>

                                   EXHIBIT K-1

         INFORMATION REQUEST FROM CERTIFICATEHOLDER OR CERTIFICATE OWNER

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention: Corporate Trust Services (CMBS)

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2

          In accordance with the Pooling and Servicing Agreement dated as of
April 11, 2003 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as master servicer (in
such capacity, the "Master Servicer") and special servicer (in such capacity,
the "Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee (in
such capacity, the "Trustee"), with respect to the Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2003-CK2 (the "Certificates"), the undersigned hereby certifies and agrees as
follows:

     1.   The undersigned is a [holder] [beneficial owner] of [$___________
          aggregate [Certificate Principal Balance/Certificate Notional Amount]
          of] [a ___% Percentage Interest in] the Class ____ Certificates.

     2.   The undersigned is requesting access to the following information (the
          "Information"):

          ___  The information on the Master Servicer's internet website
               pursuant to Section 3.12(d) of the Pooling and Servicing
               Agreement.

          ___  The information on the Trustee's internet website pursuant to
               Section 4.02(a) of the Pooling and Servicing Agreement.

          ___  The information identified on the schedule attached hereto
               pursuant to Section 8.12(b) of the Pooling and Servicing
               Agreement.

     3.   In consideration of the Trustee's disclosure to the undersigned of the
          Information, the undersigned will keep the Information confidential
          (except from such outside persons as are assisting it in evaluating
          the Information), and such Information will not, without the prior
          written consent of the Trustee, be disclosed by the undersigned or by
          its officers, directors, partners employees, agents or representatives
          (collectively, the "Representatives") in any manner whatsoever, in
          whole or in part; provided that the undersigned may provide all or any
          part of the Information to any other person or entity that holds or is
          contemplating the purchase of any Certificate or interest therein, but
          only if such person or entity confirms in writing such ownership
          interest or prospective ownership interest and agrees to keep it
          confidential; and provided that the undersigned


                                      K-1-1

<PAGE>

          may provide all or any part of the Information to its auditors, legal
          counsel and regulators.

     4.   The undersigned will not use or disclose the Information in any manner
          which could result in a violation of any provision of the Securities
          Act of 1933, as amended (the "Securities Act"), or the Securities
          Exchange Act of 1934, as amended, or would require registration of any
          Non-Registered Certificate (as defined in the Pooling and Servicing
          Agreement) pursuant to Section 5 of the Securities Act.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                      ------------------------------------------
                                      [CERTIFICATEHOLDER] [BENEFICIAL OWNER OF A
                                      CERTIFICATE]


                                      By:
                                          --------------------------------------
                                      Name:
                                      Title:
                                      Telephone No.:


                                      K-1-2

<PAGE>

                                   EXHIBIT K-2

                  INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                     [Date]

Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045
Attention: Corporate Trust Services (CMBS)

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2

          In accordance with the Pooling and Servicing Agreement dated as of
April 11, 2003 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp. as depositor, KeyCorp Real Estate Capital
Markets, Inc. d/b/a KeyBank Real Estate Capital, as master servicer (in such
capacity, the "Master Servicer") and special servicer (in such capacity, the
"Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee (in such
capacity, the "Trustee"), with respect to the Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2003-CK2 (the "Certificates"), the undersigned hereby certifies and agrees as
follows:

     1.   The undersigned is contemplating an investment in the Class ____
          Certificates.

     2.   The undersigned is requesting access to the following information (the
          "Information") for use in evaluating such possible investment:

          ___  The information on the Master Servicer's internet website
               pursuant to Section 3.12(d) of the Pooling and Servicing
               Agreement.

          ___  The information on the Trustee's internet website pursuant to
               Section 4.02(a) of the Pooling and Servicing Agreement.

          ___  The information identified on the schedule attached hereto
               pursuant to Section 8.12(b) of the Pooling and Servicing
               Agreement.

     3.   In consideration of the Trustee's disclosure to the undersigned of the
          Information, the undersigned will keep the Information confidential
          (except from such outside persons as are assisting it in making the
          investment decision described in paragraphs 1 and 2), and such
          Information will not, without the prior written consent of the
          Trustee, be disclosed by the undersigned or by its officers,
          directors, partners employees, agents or representatives
          (collectively, the "Representatives") in any manner whatsoever, in
          whole or in part; provided that in the event the undersigned purchases
          any Certificate or any interest in any Certificate, the undersigned
          may provide all or any part of the Information to any other person or
          entity that holds or is contemplating the purchase of any Certificate
          or interest therein, but only if such person or entity confirms in
          writing such ownership interest or prospective ownership interest and
          agrees to keep it confidential; and provided


                                      K-2-1

<PAGE>

          that the undersigned may provide all or any part of the Information to
          its auditors, legal counsel and regulators.

     4.   The undersigned will not use or disclose the Information in any manner
          which could result in a violation of any provision of the Securities
          Act of 1933, as amended (the "Securities Act"), or the Securities
          Exchange Act of 1934, as amended, or would require registration of any
          Non-Registered Certificate (as defined in the Pooling and Servicing
          Agreement) pursuant to Section 5 of the Securities Act.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                      [PROSPECTIVE PURCHASER]


                                      By:
                                          --------------------------------------
                                      Name:
                                      Title:
                                      Telephone No.:


                                      K-2-2

<PAGE>

                                    EXHIBIT L

                      SCHEDULE OF DESIGNATED SUB-SERVICERS

Bernard Financial Corporation

Capstone Realty Advisors, LLC

Fifth Third Real Estate Capital Markets Company

L.J. Melody & Company of Texas, LP

Legg Mason Real Estate Services, Inc.

Northmarq Capital, Inc.


                                       L-1

<PAGE>

                                    EXHIBIT M

                      FORM OF SARBANES-OXLEY CERTIFICATION

          Re:  CSFB Commercial Mortgage Trust 2003-CK2 (the "Trust"), Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2

          I, [identify the certifying individual], a[n] [title] of [identify
name of company] on behalf of [identify name of company], as [Trustee/Master
Servicer], certify to [identify the individual signing the Sarbanes-Oxley
Certification], Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor") and its partners, representatives, affiliates, members, managers,
directors, officers, employees and agents, to the extent that the following
information is within our normal area of responsibilities and duties under the
pooling and servicing agreement dated as of April 11, 2003 and relating to the
captioned commercial mortgage pass-through certificates (the "Pooling and
Servicing Agreement"), and with the knowledge and intent that they will rely
upon this certification, that:

          1.   [To be certified by the Trustee] [I have reviewed the annual
               report on Form 10-K for the fiscal year [___] (the "Annual
               Report"), and all reports on Form 8-K containing statements to
               certificateholders under the Pooling and Servicing Agreement
               filed in respect of periods included in the year covered by the
               Annual Report (collectively with the Annual Report, the
               "Reports"), of the Trust;]

          2.   [To be certified by the Trustee] [To the best of my knowledge,
               the information in the Reports, to the extent prepared by the
               [Trustee] (and not including any information provided to the
               [Trustee] by the Master Servicer or the Special Servicer, other
               than to the extent that such information has been aggregated or
               manipulated by [Trustee]), taken as a whole, does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading as of the last day of the period covered by the Annual
               Report;]

          3.   [To be certified by the Trustee] [To the best of my knowledge,
               the servicing information provided to the Trustee by the Master
               Servicer and the Special Servicer under the Pooling and Servicing
               Agreement is included in the Reports;]

          4.   [To be certified by the Master Servicer] [I am responsible for
               reviewing the activities performed by KeyCorp Real Estate Capital
               Markets, Inc. d/b/a KeyBank Real Estate Capital ("KRECM") as
               Master Servicer under the Pooling and Servicing Agreement and
               based upon the review required under the Pooling and Servicing
               Agreement with respect to the Master Servicer [and a certificate
               in the form attached as Exhibit A hereto from [_______________]
               as Special Servicer, with respect to such entity (which
               certificate, to our actual knowledge, contains no inaccurate
               information)], and except as disclosed in the annual report on
               Form 10-K for the fiscal year [___] (the "Annual Report"), or in
               any reports on Form 8-K containing statements to
               certificateholders under the Pooling and Servicing Agreement
               filed in respect of periods included in the year covered by the
               Annual


                                       M-1

<PAGE>

               Report (collectively with the Annual Report, the "Reports"),
               KRECM has fulfilled its obligations as Master Servicer under the
               Pooling and Servicing Agreement, including the provision of all
               reports required to be submitted to the Trustee thereunder, and
               that, to the knowledge of KRECM as Master Servicer, based upon
               the review required under the Pooling and Servicing Agreement
               with respect to KRECM as Master Servicer [and a certificate in
               the form attached as Exhibit A hereto from [__________________]
               the Special Servicer, with respect to such entity (which
               certificate, to our actual knowledge, contains no inaccurate
               information)], such reports do not contain any material
               misstatements or omissions; and]

          5.   [To be certified by the Master Servicer] [I have disclosed to
               KRECM's certified public accountants all significant deficiencies
               relating to the compliance of KRECM as Master Servicer with the
               minimum servicing standards in accordance with a review conducted
               in compliance with the [Uniform Single Attestation Program for
               Mortgage Bankers] or similar standard as set forth in the Pooling
               and Servicing Agreement [and the compliance of
               [_____________________] as Special Servicer with the minimum
               servicing standards based on a certificate in the form attached
               as Exhibit A hereto from such entity].]

          Capitalized terms used but not defined herein have the respective
meanings set forth in the Pooling and Servicing Agreement.

Date:
      ---------------------------

[NAME OF COMPANY]


---------------------------------
[Signature]
[Title]


                                       M-2

<PAGE>

                                                          EXHIBIT A to EXHIBIT M

              FORM OF CERTIFICATION TO BE PROVIDED TO THE SERVICER

          Re:  CSFB Commercial Mortgage Trust 2003-CK2 (the "Trust"), Commercial
               Mortgage Pass-Through Certificates, Series 2003-CK2

          I, [identify the certifying individual], a[n] [title] of [identify
name of company], on behalf of [identify name of company] as [Special Servicer]
certify to [identify the individual signing Exhibit A], [__________________], as
Master Servicer (the "Master Servicer"), Credit Suisse First Boston Mortgage
Securities Corp. ("Depositor") and their respective partners, representatives,
affiliates, members, managers, directors, officers, employees and agents and
with the knowledge and intent that they will rely upon this certification:

          1.   [To be certified by the Special Servicer] [I am responsible for
               reviewing the activities performed by KeyCorp Real Estate Capital
               Markets, Inc. d/b/a KeyBank Real Estate Capital ("KRECM") as
               special servicer (the "Special Servicer") under the Pooling and
               Servicing Agreement dated as of April 11, 2003 and relating to
               the captioned commercial mortgage pass-through certificates (the
               "Pooling and Servicing Agreement"), and based upon the review
               performed as required under the Pooling and Servicing Agreement,
               and except as disclosed on Schedule 1 hereto, KRECM, to my
               knowledge, has fulfilled its material obligations as Special
               Servicer under the Pooling and Servicing Agreement, including the
               provision of all reports required to be submitted by KRECM as
               Special Servicer to the Master Servicer and the Trustee
               thereunder, and that, to the knowledge of KRECM as Special
               Servicer, such reports do not contain any material misstatements
               or omissions; and

          2.   [To be certified by the Special Servicer] [I have disclosed to
               KRECM's certified public accountants and [________________]'s
               certified public accountants all significant deficiencies, to my
               knowledge, relating to the compliance of KRECM as Special
               Servicer with the minimum servicing standards in accordance with
               a review conducted in compliance with the Uniform Single
               Attestation Program for Mortgage Bankers or similar standard as
               set forth in the Pooling and Servicing Agreement].

Date:
      ---------------------------

[NAME OF COMPANY]


---------------------------------
[Signature]
[Title]


                                       M-3

<PAGE>

                                    EXHIBIT N

                           SCHEDULE OF REFERENCE RATES

<TABLE>
<CAPTION>
 Month in which Subject                      Month in which Subject
Distribution Date Occurs   Reference Rate   Distribution Date Occurs   Reference Rate
------------------------   --------------   ------------------------   --------------
<S>                           <C>                 <C>                     <C>
        May 2003              6.03715%            November 2006           6.23345%
        June 2003             6.23604%            December 2006           6.03458%
        July 2003             6.03720%             January 2007           6.03459%
       August 2003            6.23610%            February 2007           6.03460%
     September 2003           6.23612%              March 2007            6.03802%
      October 2003            6.03727%              April 2007            6.23350%
      November 2003           6.23618%               May 2007             6.03461%
      December 2003           6.03732%              June 2007             6.23352%
      January 2004            6.23623%              July 2007             6.03463%
      February 2004           6.03736%             August 2007            6.23342%
       March 2004             6.03755%            September 2007          6.23511%
       April 2004             6.23630%             October 2007           6.03728%
        May 2004              6.03743%            November 2007           6.16269%
        June 2004             6.23626%            December 2007           5.97302%
        July 2004             6.03724%             January 2008           6.16858%
       August 2004            6.23602%            February 2008           5.97230%
     September 2004           6.23591%              March 2008            5.97351%
      October 2004            6.03690%              April 2008            6.16783%
      November 2004           6.23567%               May 2008             5.97157%
      December 2004           6.03666%              June 2008             6.16733%
      January 2005            6.03654%              July 2008             5.97108%
      February 2005           6.03642%             August 2008            6.16695%
       March 2005             6.03802%            September 2008          6.16669%
       April 2005             6.23504%             October 2008           5.97046%
        May 2005              6.03604%            November 2008           6.16608%
        June 2005             6.23479%            December 2008           5.97018%
        July 2005             6.03579%             January 2009           5.97020%
       August 2005            6.23453%            February 2009           5.97022%
     September 2005           6.23441%              March 2009            5.97414%
      October 2005            6.03541%              April 2009            6.16624%
      November 2005           6.23415%               May 2009             5.97029%
      December 2005           6.03514%              June 2009             6.16630%
      January 2006            6.03501%              July 2009             5.96176%
      February 2006           6.03488%             August 2009            6.15729%
       March 2006             6.03804%            September 2009          6.15725%
       April 2006             6.23346%             October 2009           5.96166%
        May 2006              6.03451%            November 2009           6.15718%
        June 2006             6.23338%            December 2009           5.96158%
        July 2006             6.03453%             January 2010           5.96153%
       August 2006            6.23341%            February 2010           5.96149%
     September 2006           6.23343%              March 2010            5.96556%
      October 2006            6.03456%              April 2010            6.15697%
</TABLE>


                                       N-1

<PAGE>

                                    EXHIBIT O

                         FORM OF UCC FINANCING STATEMENT

Debtor:

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010

Secured Party:

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 2003-CK2
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS)

Text:

See Exhibit I Attached Hereto

----------
*    Notices to the Secured Party should be sent to [11000 Broken Land Parkway,
     Columbia, Maryland 21044-3562, Attention: Corporate Trust Administration
     (CMBS) - Credit Suisse First Boston Mortgage Securities Corp., Series
     2003-CK2.]


                                       O-1

<PAGE>

                                                          EXHIBIT I to EXHIBIT O

     This Exhibit I is attached to and incorporated in a financing statement
pertaining to Credit Suisse First Boston Mortgage Securities Corp., as debtor
(referred to as the "Debtor" for the purpose of this financing statement only),
and Wells Fargo Bank Minnesota, N.A. as trustee for the holders of the Series
2003-CK2 Certificates (referred to as the "Secured Party" for purposes of this
financing statement only), under that certain Pooling and Servicing Agreement,
dated as of April 11, 2003 (the "Pooling and Servicing Agreement"), among the
Debtor, as depositor, the Secured Party, as trustee and KeyCorp Real Estate
Capital Markets, Inc. d/b/a KeyBank Real Estate Capital as master servicer (in
such capacity, the "Master Servicer") and special servicer (in such capacity,
the "Special Servicer"), relating to the issuance of the Debtor's Commercial
Mortgage Pass-Through Certificates, Series 2003-CK2 (collectively, the "Series
2003-CK2 Certificates"). Capitalized terms used herein and not defined shall
have the respective meanings given to them in the Pooling and Servicing
Agreement. The attached financing statement covers all of the Debtor's right
(including the power to convey title thereto), title and interest in and to the
Trust Fund created pursuant to the Pooling and Servicing Agreement, consisting
of the following:

     1.   The mortgage notes or other evidence of indebtedness of a borrower
          (the "Mortgage Notes") with respect to the mortgage loans (the
          "Mortgage Loans") listed on the Schedule of Mortgage Loans to the
          Pooling and Servicing Agreement, which Schedule of Mortgage Loans is
          attached hereto as Exhibit A;

     2.   The related mortgages, deeds of trust or other similar instruments
          securing such Mortgage Notes (the "Mortgages");

     3.   With respect to each Mortgage Note and each Mortgage, each other
          legal, credit and servicing document related to such Mortgage Note and
          Mortgage (collectively, with such related Mortgage Note and Mortgage,
          the "Mortgage Loan Documents");

     4.   (a) the Collection Account, the GLCTML Custodial Account and any A/B
          Mortgage Loan Pair Custodial Account maintained by the Master Servicer
          pursuant to the Pooling and Servicing Agreement, (b) all funds from
          time to time on deposit in such accounts, (c) the investments of any
          such funds consisting of securities, instruments or other obligations,
          and (d) the general intangibles consisting of the contractual right to
          payment, including, without limitation, the right to payments of
          principal and interest and the right to enforce the related payment
          obligations, arising from or under any such investments;

     5.   All REO Property;

     6.   (a) the REO Account required to be maintained by the Special Servicer
          pursuant to the Pooling and Servicing Agreement, (b) all funds from
          time to time on deposit in the REO Account, (c) the investments of any
          such funds consisting of securities, instruments or other obligations,
          and (d) the general intangibles consisting of the contractual right to
          payment, including, without limitation, the right to payments of
          principal and interest and the right to enforce the related payment
          obligations, arising from or under any such investments;

     7.   (a) the respective Servicing Accounts and Reserve Accounts required to
          be maintained by the Master Servicer pursuant to the Pooling and
          Servicing Agreement, (b) all funds from


                                       O-2

<PAGE>

          time to time on deposit in the Servicing Account(s) and Reserve
          Account(s), (c) the investments of any such funds consisting of
          securities, instruments or other obligations, and (d) the general
          intangibles consisting of the contractual right to payment, including,
          without limitation, the right to payments of principal and interest
          and the right to enforce the related payment obligations, arising from
          or under any such investments;

     8.   (a) the Distribution Account required to be maintained by the Secured
          Party pursuant to the Pooling and Servicing Agreement, (b) all funds
          from time to time on deposit in the Distribution Account, (c) the
          investments of any such funds consisting of securities, instruments or
          other obligations, and (d) the general intangibles consisting of the
          contractual right to payment, including, without limitation, the right
          to payments of principal and interest and the right to enforce the
          related payment obligations, arising from or under any such
          investments;

     9.   The Mortgage Loan Purchase Agreements and all rights of the Debtor
          thereunder.

     10.  All insurance policies, including the right to payments thereunder,
          with respect to the Mortgage Loans required to be maintained pursuant
          to the Mortgage Loan Documents and the Pooling and Servicing
          Agreement, transferred to the Trust and to be serviced by the Master
          Servicer or Special Servicer; and

     11.  All income, payments, products and proceeds of any of the foregoing,
          together with any additions thereto or substitutions therefor.

THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN THE
MORTGAGE NOTES, THE RELATED MORTGAGES AND THE OTHER MORTGAGE LOAN DOCUMENTS, AND
THIS FILING SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT A SALE HAS NOT
OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN INSTRUMENT WITHIN THE MEANING OF THE
UNIFORM COMMERCIAL CODE OR THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP
OR SECURITY INTEREST OF THE SECURED PARTY IN ANY MORTGAGE NOTE, MORTGAGE OR
OTHER MORTGAGE LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES,
INSTRUMENTS AND OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT
ANY SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A
CERTIFICATED SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE
UNIFORM COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD
THIS FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY
TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY IN THE
CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT
OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER
OBLIGATION (INCLUDING, WITHOUT LIMITATION, ANY PERMITTED INVESTMENT). WITH
RESPECT TO THE FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY
ASSERTIONS BY THIRD PARTIES.


                                       O-3

<PAGE>

                                             Exhibit A to Exhibit I to Exhibit J

                           SCHEDULE OF MORTGAGE LOANS

                             [See Attached Schedule]


                                       O-4

<PAGE>

                                    EXHIBIT P

                       FORMS OF LETTERS OF REPRESENTATIONS



          Book-Entry-Only Collateralized Mortgage Obligations (CMOs)--
            Without Owner Option to Redeem/Pass-Through Securities/
                          and Asset-Backed Securities


                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

             Credit Suisse First Boston Mortgage Securities Corp.**
             ------------------------------------------------------
                                [Name of Issuer]

                        Wells Fargo Bank Minnesota, N.A.
             ------------------------------------------------------
                                 [Name of Agent]

                                                          April 11, 2003
                                                          ---------------------
                                                                  [Date]


Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

                 Re:       CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           ----------------------------------------------------

                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                           ----------------------------------------------------

                           SERIES 2003-CK2
                           ----------------------------------------------------
                                      [Issue description (the "Securities")]
Ladies and Gentlemen:


         This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying agent,
fiscal agent, or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a Pooling and Servicing Agreement dated
as of April 11, 2003 (the "Pooling and Servicing Agreement") among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, Keycorp Real Estate
Capital Markets, Inc. d/b/a Key Commercial Mortgage, as master servicer and
special servicer and Wells Fargo Bank Minnesota, N.A., as trustee. (the
"Document"). Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and
McDonald Investments Inc. (collectively, the "Underwriters") are
-------------------------------
["Underwriter/Placement Agent"]


                                      P-1

<PAGE>


distributing the Securities through The Depository Trust Company ("DTC").


         To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Agent make the following representations to DTC:

         1. Prior to closing on the Securities on April 11, 2003 there shall be
deposited with DTC one or more Security certificates registered in the name of
DTC's nominee, Cede & Co., for each stated maturity of the Securities in the
face amounts set forth on Schedule A hereto, the total of which represents 100%
of the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $400 million, one certificate shall be issued
with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

                           Unless this certificate is presented by an authorized
                  representative of The Depository Trust Company, a New York
                  corporation ("DTC"), to Issuer or its agent for registration
                  of transfer, exchange, or payment, and any certificate issued
                  is registered in the name of Cede & Co. or in such other name
                  as is requested by an authorized representative of DTC (and
                  any payment is made to Cede & Co. or to such other entity as
                  is requested by an authorized representative of DTC), ANY
                  TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
                  BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
                  owner hereof, Cede & Co., has an interest herein.

Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

         [The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

         On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.

         On each day on which Agent is open for business and on which it
receives an instruction originated by Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.

                                      P-2
<PAGE>

         Agent agrees that its approval of a Deposit or Withdrawal Instruction
shall be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.]




         2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

         3. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                                    Supervisor, Proxy Unit
                                    Reorganization Department
                                    The Depository Trust Company
                                    55 Water Street 50th Floor
                                    New York, NY 10041-0099

         4. In the event of a full or partial redemption, Issuer or Agent shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be distributed to Security holders
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be no fewer
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the proceeds are deposited in escrow.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                                      P-3
<PAGE>

                                    Manager, Call Notification Department
                                    The Depository Trust Company
                                    711 Stewart Avenue
                                    Garden City, NY 11530-4719

         5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders shall be sent to DTC specifying the terms of the tender and the
Publication Date of such notice. Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use and
timeliness of such notice.) Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be directed to DTC's
Reorganization Department at (212) 855-5488. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                                    Manager, Reorganization Department
                                    Reorganization Window
                                    The Depository Trust Company
                                    55 Water Street 50th Floor
                                    New York, NY 10041-0099

         6. It is understood that if the Security holders shall at any time have
the right to tender the Securities to Issuer and require that Issuer repurchase
such holders' Securities pursuant to the Document and Cede & Co., as nominee of
DTC, or its registered assigns, as the record owner, is entitled to tender the
Securities, such tenders will be effected by means of DTC's Repayment Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable tender period, instructions from its Participants to tender
Securities for purchase. Issuer and Agent agree that such tender for purchase
may be made by DTC by means of a book-entry credit of such Securities to the
account of Agent, provided that such credit is made on or before the final day
of the applicable tender period. DTC agrees that promptly after the recording of
any such book-entry credit, it will provide to Agent an Agent Receipt and
Confirmation or the equivalent, in accordance with the Repayment Option
Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

         Agent shall send DTC notice regarding such optional tender by hand or
by a secure means (e.g., legible facsimile transmission, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business two business days
before the Publication Date. The Publication Date shall be no fewer than 15 days
prior to the expiration date of the applicable tender

                                      P-4

<PAGE>


period. Such notice shall state whether any partial redemption of the Securities
is scheduled to occur during the applicable optional tender period. Notices to
DTC pursuant to this Paragraph by telecopy shall be directed to DTC's Put Bond
Unit at (212) 855-5235. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (212) 855-5230. Notices to DTC pursuant to this Paragraph,
by mail or by any other means, shall be sent to:

                                    Supervisor, Put Bond Unit
                                    Reorganization Department
                                    The Depository Trust Company
                                    55 Water Street 50th Floor
                                    New York, NY 10041-0099

         7. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

         8. Issuer or Agent shall send DTC written notice with respect to the
dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably five, but
no fewer than two, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Agent contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555, and receipt of such
notices shall be confirmed by telephoning (212) 855-4550. Notices to DTC,
pursuant to this Paragraph, by mail or by any other means, shall be sent to:

                                    Manager, Announcements
                                    Dividend Department
                                    The Depository Trust Company
                                    55 Water Street 25th Floor
                                    New York, NY 10041-0099


         9. Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE
FOLLOWING, AND SHALL CROSS OUT THE OTHER.] The amount of interest payable with
respect to the interest-bearing classes of the series 2003-CK2 certificates on
any distribution date will be a function of the interest accrued during the
related interest accrual period. The interest accrual period for any
distribution date will be the calendar month immediately preceding the month in
which that distribution date occurs.




         10. Issuer or Agent shall provide a written notice of interest payment
information, including the stated coupon rate information, to DTC as soon as the
information is available. Issuer or Agent shall provide such notice directly to
DTC electronically, as previously arranged by Issuer or Agent and DTC. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4550. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to DTC's Dividend Department as indicated in Paragraph 8.

                                      P-5
<PAGE>

         11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m. (Eastern
Time) on the payment date all such interest payments due Agent, or at such
earlier time as may be required by Agent to guarantee that DTC shall receive
payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired to the Dividend Deposit Account number that will be stamped on
the signature page hereof at the time DTC executes this Letter of
Representations.

         12. Issuer or Agent shall provide DTC's Dividend Department, no later
than 12:00 noon (Eastern Time) on the payment date, automated notification of
CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

         13. Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such maturity and redemption payments due Agent, or at such earlier
time as required by Agent to guarantee that DTC shall receive payment in
same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date.
Absent any other arrangements between Issuer or Agent and DTC, such funds shall
be wired to the Redemption Deposit Account number that will be stamped on the
signature page hereof at the time DTC executes this Letter of Representations.

         14. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

         15. Agent shall send DTC all periodic certificate holders remittance
reports with respect to the Securities. If sent by facsimile transmission, such
reports shall be sent to (212) 855-4777. If the party sending the report does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4590.

         16. DTC may direct Issuer or Agent to use any other number or address
as the number or address to which notices or payments of interest or principal
may be sent.

                                      P-6
<PAGE>

         17. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

         18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

         19. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any Participant having Securities credited to its DTC accounts.

         20. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.

         21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

         22. This Letter of Representations shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to
principles of conflicts of law.

         23. The sender of each notice delivered to DTC pursuant to this Letter
of Representations is responsible for confirming that such notice was properly
received by DTC.

         24. Issuer recognizes that DTC does not in any way undertake to, and
shall not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations thereunder.

         25. Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit

                                      P-7
<PAGE>


at DTC, until and unless Agent shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

         26. Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at
"www.DTC.org."

         27. The following rider(s), attached hereto, are hereby incorporated
into this Letter of Representations:

See Rider 1, 2, 3
--------------------------------------------------------------------------------


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






                                      P-8


<PAGE>




              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2003-CK2

                     RIDERS TO DTC LETTER OF REPRESENTATIONS



Rider 1
-------

Pooling and Servicing Agreement dated as of April 11, 2003 (the "Pooling and
Servicing Agreement") among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, Keycorp Real Estate Capital Markets, Inc. d/b/a Key
Commercial Mortgage, as master servicer and special servicer and Wells Fargo
Bank Minnesota, N.A., as trustee.

Rider 2
-------

Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and McDonald
Investments Inc. (collectively, the "Underwriters") are

Rider 3
-------

The amount of interest payable with respect to the interest-bearing classes of
the series 2003-CK2 certificates on any distribution date will be a function of
the interest accrued during the related interest accrual period. The interest
accrual period for any distribution date will be the calendar month immediately
preceding the month in which that distribution date occurs.

**All obligations hereunder of the Issuer will be performed by Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor") or the
Depositor will cause the Issuer to perform such obligations.







                                      P-9


<PAGE>


NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

             Very truly yours,

             Credit Suisse First Boston Mortgage Securities Corp.**
             ------------------------------------------------------
                                    [Issuer]


             By:            /s/ Jeffrey Altabef
                ---------------------------------------------------
                            [Authorized Officer's Signature]


             Wells Fargo Bank Minnesota, N.A.
             ------------------------------------------------------
                                    [Agent]


             By:            /s/ Deborah Daniels
                ---------------------------------------------------
                            [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY


**All obligations hereunder of the Issuer will be performed by Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor") or the
Depositor will cause the Issuer to perform such obligations.











cc:      Underwriter/Placement Agent
         Underwriter's/Placement Agent's Counsel

                                      P-10

<PAGE>


                                                                 SCHEDULE A

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2003-CK2


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Class         CUSIP No.         Principal Amount           Maturity Date        Interest Rate
-----------------------------------------------------------------------------------------------------
<S>           <C>               <C>                        <C>                  <C>
A-1           22541N S5 9       $104,000,000               January 2008         3.0060%
-----------------------------------------------------------------------------------------------------
A-2           22541N S6 7       $196,000,000               November 2009        3.8610%
-----------------------------------------------------------------------------------------------------
A-3           22541N S7 5       $109,000,000               October 2012         4.6660%
-----------------------------------------------------------------------------------------------------
A-4           22541N S8 3       $364,293,000               January 2013         4.8010%
-----------------------------------------------------------------------------------------------------
B             22541N S9 1       $32,118,000                January 2013         4.9180%
-----------------------------------------------------------------------------------------------------
C             22541N T2 5       $12,353,000                January 2013         4.9580%
-----------------------------------------------------------------------------------------------------
D             22541N T3 3       $29,647,000                February 2013        5.0270%
-----------------------------------------------------------------------------------------------------
E             22541N T4 1       $12,353,000                February 2013        5.1180%
-----------------------------------------------------------------------------------------------------
</TABLE>

                                      P-11

<PAGE>


                                                                     SCHEDULE B
                                                                     ----------

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
                       ------------------------------------
 (Prepared by DTC--bracketed material may be applicable only to certain issues)

         1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

         2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
Securities and Exchange Commission.

         3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.

                                      P-12
<PAGE>

         4. To facilitate subsequent transfers, all Securities deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. Beneficial Owners of
Securities may wish to ascertain that the nominee holding the Securities for
their benefit has agreed to obtain and transmit notices to Beneficial Owners, or
in the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided
directly to them.]

         [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

         7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent
or vote with respect to the Securities. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

         8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.

                                      P-13
<PAGE>

         [9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a
mandatory purchase will be deemed satisfied when the ownership rights in the
Securities are transferred by Direct Participants on DTC's records and followed
by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's
DTC account.]

         10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.

         11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.

         12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.

                                      P-14

<PAGE>

          Book-Entry-Only Collateralized Mortgage Obligations (CMOs)--
            Without Owner Option to Redeem/Pass-Through Securities/
                          and Asset-Backed Securities


                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

             Credit Suisse First Boston Mortgage Securities Corp.**
             ------------------------------------------------------
                                [Name of Issuer]

                        Wells Fargo Bank Minnesota, N.A.
             ------------------------------------------------------
                                 [Name of Agent]

                                                               April 11, 2003
                                                               ----------------
                                                                   [Date]


Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

                 Re:       CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           -----------------------------------------------------

                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                           -----------------------------------------------------

                           SERIES 2003-CK2
                           -----------------------------------------------------
                                       [Issue description (the "Securities")]

Ladies and Gentlemen:


         This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying
agent, fiscal agent, or other such agent of Issuer with respect to the
Securities. The Securities have been issued pursuant to a Pooling and Servicing
Agreement dated as of April 11, 2003 (the "Pooling and Servicing Agreement")
among Credit Suisse First Boston Mortgage Securities Corp., as depositor,
Keycorp Real Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage, as
master servicer and special servicer and Wells Fargo Bank Minnesota, N.A., as
trustee. (the "Document"). Credit Suisse First Boston Corporation, Goldman,
Sachs & Co. and McDonald Investments Inc. (collectively, the "Underwriters") are
-----------------------
["Underwriter/Placement Agent"]


                                      P-15
<PAGE>


distributing the Securities through The Depository Trust Company ("DTC").


         To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Agent make the following representations to DTC:

         1. Prior to closing on the Securities on April 11, 2003 there shall be
deposited with DTC one or more Security certificates registered in the name of
DTC's nominee, Cede & Co., for each stated maturity of the Securities in the
face amounts set forth on Schedule A hereto, the total of which represents 100%
of the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $400 million, one certificate shall be issued
with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

                           Unless this certificate is presented by an authorized
                  representative of The Depository Trust Company, a New York
                  corporation ("DTC"), to Issuer or its agent for registration
                  of transfer, exchange, or payment, and any certificate issued
                  is registered in the name of Cede & Co. or in such other name
                  as is requested by an authorized representative of DTC (and
                  any payment is made to Cede & Co. or to such other entity as
                  is requested by an authorized representative of DTC), ANY
                  TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
                  BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
                  owner hereof, Cede & Co., has an interest herein.

Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

         [The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

         On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.

         On each day on which Agent is open for business and on which it
receives an instruction originated by Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.

                                      P-16
<PAGE>

         Agent agrees that its approval of a Deposit or Withdrawal Instruction
shall be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.]




         2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

         3. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                                    Supervisor, Proxy Unit
                                    Reorganization Department
                                    The Depository Trust Company
                                    55 Water Street 50th Floor
                                    New York, NY 10041-0099

         4. In the event of a full or partial redemption, Issuer or Agent shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be distributed to Security holders
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be no fewer
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the proceeds are deposited in escrow.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                                      P-17
<PAGE>

                                    Manager, Call Notification Department
                                    The Depository Trust Company
                                    711 Stewart Avenue
                                    Garden City, NY 11530-4719

         5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders shall be sent to DTC specifying the terms of the tender and the
Publication Date of such notice. Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use and
timeliness of such notice.) Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be directed to DTC's
Reorganization Department at (212) 855-5488. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                                    Manager, Reorganization Department
                                    Reorganization Window
                                    The Depository Trust Company
                                    55 Water Street 50th Floor
                                    New York, NY 10041-0099

         6. It is understood that if the Security holders shall at any time have
the right to tender the Securities to Issuer and require that Issuer repurchase
such holders' Securities pursuant to the Document and Cede & Co., as nominee of
DTC, or its registered assigns, as the record owner, is entitled to tender the
Securities, such tenders will be effected by means of DTC's Repayment Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable tender period, instructions from its Participants to tender
Securities for purchase. Issuer and Agent agree that such tender for purchase
may be made by DTC by means of a book-entry credit of such Securities to the
account of Agent, provided that such credit is made on or before the final day
of the applicable tender period. DTC agrees that promptly after the recording of
any such book-entry credit, it will provide to Agent an Agent Receipt and
Confirmation or the equivalent, in accordance with the Repayment Option
Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

         Agent shall send DTC notice regarding such optional tender by hand or
by a secure means (e.g., legible facsimile transmission, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business two business days
before the Publication Date. The Publication Date shall be no fewer than 15 days
prior to the expiration date of the applicable tender

                                      P-18

<PAGE>


period. Such notice shall state whether any partial redemption of the Securities
is scheduled to occur during the applicable optional tender period. Notices to
DTC pursuant to this Paragraph by telecopy shall be directed to DTC's Put Bond
Unit at (212) 855-5235. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (212) 855-5230. Notices to DTC pursuant to this Paragraph,
by mail or by any other means, shall be sent to:

                                    Supervisor, Put Bond Unit
                                    Reorganization Department
                                    The Depository Trust Company
                                    55 Water Street 50th Floor
                                    New York, NY 10041-0099

         7. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

         8. Issuer or Agent shall send DTC written notice with respect to the
dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably five, but
no fewer than two, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Agent contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555, and receipt of such
notices shall be confirmed by telephoning (212) 855-4550. Notices to DTC,
pursuant to this Paragraph, by mail or by any other means, shall be sent to:

                                    Manager, Announcements
                                    Dividend Department
                                    The Depository Trust Company
                                    55 Water Street 25th Floor
                                    New York, NY 10041-0099


         9. Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE
FOLLOWING, AND SHALL CROSS OUT THE OTHER.] The amount of interest payable with
respect to the interest-bearing classes of the series 2003-CK2 certificates on
any distribution date will be a function of the interest accrued during the
related interest accrual period. The interest accrual period for any
distribution date will be the calendar month immediately preceding the month in
which that distribution date occurs.




         10. Issuer or Agent shall provide a written notice of interest payment
information, including the stated coupon rate information, to DTC as soon as the
information is available. Issuer or Agent shall provide such notice directly to
DTC electronically, as previously arranged by Issuer or Agent and DTC. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4550. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to DTC's Dividend Department as indicated in Paragraph 8.

                                      P-19
<PAGE>

         11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m. (Eastern
Time) on the payment date all such interest payments due Agent, or at such
earlier time as may be required by Agent to guarantee that DTC shall receive
payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired to the Dividend Deposit Account number that will be stamped on
the signature page hereof at the time DTC executes this Letter of
Representations.

         12. Issuer or Agent shall provide DTC's Dividend Department, no later
than 12:00 noon (Eastern Time) on the payment date, automated notification of
CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

         13. Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such maturity and redemption payments due Agent, or at such earlier
time as required by Agent to guarantee that DTC shall receive payment in
same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date.
Absent any other arrangements between Issuer or Agent and DTC, such funds shall
be wired to the Redemption Deposit Account number that will be stamped on the
signature page hereof at the time DTC executes this Letter of Representations.

         14. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

         15. Agent shall send DTC all periodic certificate holders remittance
reports with respect to the Securities. If sent by facsimile transmission, such
reports shall be sent to (212) 855-4777. If the party sending the report does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4590.

         16. DTC may direct Issuer or Agent to use any other number or address
as the number or address to which notices or payments of interest or principal
may be sent.

                                      P-20
<PAGE>

         17. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

         18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

         19. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any Participant having Securities credited to its DTC accounts.

         20. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.

         21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

         22. This Letter of Representations shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to
principles of conflicts of law.

         23. The sender of each notice delivered to DTC pursuant to this Letter
of Representations is responsible for confirming that such notice was properly
received by DTC.

         24. Issuer recognizes that DTC does not in any way undertake to, and
shall not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations thereunder.

         25. Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit

                                      P-21

<PAGE>


at DTC, until and unless Agent shall no longer be acting. In such
event, Issuer shall provide DTC with similar evidence, satisfactory to DTC, of
the authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

         26. Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at
"www.DTC.org."

         27. The following rider(s), attached hereto, are hereby incorporated
into this Letter of Representations:

See Rider 1, 2, 3, Regulation S Rider, Rule 144A Rider
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                      P-22


<PAGE>


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2003-CK2

                    RIDERS TO DTC LETTER OF REPRESENTATIONS

Rider 1
-------

Pooling and Servicing Agreement dated as of April 11, 2003 (the "Pooling and
Servicing Agreement") among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, Keycorp Real Estate Capital Markets, Inc. d/b/a Key
Commercial Mortgage, as master servicer and special servicer and Wells Fargo
Bank Minnesota, N.A., as trustee.

Rider 2
-------

Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and McDonald
Investments Inc. (collectively, the "Underwriters") are

Rider 3
-------

The amount of interest payable with respect to the interest-bearing classes of
the series 2003-CK2 certificates on any distribution date will be a function of
the interest accrued during the related interest accrual period. The interest
accrual period for any distribution date will be the calendar month immediately
preceding the month in which that distribution date occurs.

**All obligations hereunder of the Issuer will be performed by Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor") or the
Depositor will cause the Issuer to perform such obligations.




                                      P-23
<PAGE>

NOTES:
-----

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

                     Very truly yours,

                     Credit Suisse First Boston Mortgage Securities Corp.**
                     ------------------------------------------------------
                                            [Issuer]


                     By:            /s/ Jeffrey Altabef
                        ---------------------------------------------------
                                    [Authorized Officer's Signature]


                     Wells Fargo Bank Minnesota, N.A.
                     ------------------------------------------------------
                                            [Agent]


                     By:            /s/ Deborah Daniels
                        ---------------------------------------------------
                                    [Authorized Officer's Signature]

Received and Accepted:
THE DEPOSITORY TRUST COMPANY


**All obligations hereunder of the Issuer will be performed by Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor") or the
Depositor will cause the Issuer to perform such obligations.











cc:      Underwriter/Placement Agent
         Underwriter's/Placement Agent's Counsel

                                      P-24

<PAGE>


                                                                  SCHEDULE A

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2003-CK2

                          REGULATION 144A CERTIFICATES


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Class         CUSIP No.         Principal Amount           Maturity Date        Interest Rate
-------------------------------------------------------------------------------------------------------
<S>           <C>               <C>                        <C>                  <C>
F               22541N 2H 1     $12,353,000                February 2013        Variable
-------------------------------------------------------------------------------------------------------
G               22541N 2J 7     $19,764,000                March 2013           Variable
-------------------------------------------------------------------------------------------------------
H               22541N 2K 4     $14,824,000                March 2013           Variable
-------------------------------------------------------------------------------------------------------
J               22541N 2L 2     $17,294,000                March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
K               22541N 2M 0     $17,294,000                March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
L               22541N 2N 8     $4,941,000                 March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
M               22541N 2P 3     $13,589,000                March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
N               22541N 2Q 1     $6,176,000                 March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
O               22541N 2R 9     $4,941,000                  March 2013          4.8980%
-------------------------------------------------------------------------------------------------------
P               22541N 2S 7     $17,294,824                January 2014         4.8980%
-------------------------------------------------------------------------------------------------------
GLC             22541N 2T 5     $3,612,273                 March 2013           Variable
-------------------------------------------------------------------------------------------------------
RCKB            22541N 2U 2     $15,000,000                April 2008           Variable
-------------------------------------------------------------------------------------------------------
A-X             22541N 2V 0     $988,234,824 (1)           January 2014         Variable
-------------------------------------------------------------------------------------------------------
A-SP            22541N 2W 8     $882,387,000 (1)           April 2010           Variable
-------------------------------------------------------------------------------------------------------
</TABLE>

(1) Notional Amount


                                      P-25

<PAGE>

                                                         SCHEDULE A

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2003-CK2

                            REGULATION S CERTIFICATES


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Class         CUSIP No.         Principal Amount           Maturity Date        Interest Rate
-------------------------------------------------------------------------------------------------------
<S>           <C>               <C>                        <C>                  <C>
F               U12679 PK 3     $12,353,000                February 2013        Variable
-------------------------------------------------------------------------------------------------------
G               U12679 PL 1     $19,764,000                March 2013           Variable
-------------------------------------------------------------------------------------------------------
H               U12679 PM 9     $14,824,000                March 2013           Variable
-------------------------------------------------------------------------------------------------------
J               U12679 PN 7     $17,294,000                March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
K               U12679 PP 2     $17,294,000                March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
L               U12679 PQ 0     $4,941,000                 March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
M               U12679 PR 8     $13,589,000                March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
N               U12679 PS 6     $6,176,000                 March 2013           4.8980%
-------------------------------------------------------------------------------------------------------
O               U12679 PT 4     $4,941,000                  March 2013          4.8980%
-------------------------------------------------------------------------------------------------------
P               U12679 PU 1     $17,294,824                January 2014         4.8980%
-------------------------------------------------------------------------------------------------------
GLC             U12679 PV 9     $3,612,273                 March 2013           Variable
-------------------------------------------------------------------------------------------------------
RCKB            U12679 PW 7     $15,000,000                April 2008           Variable
-------------------------------------------------------------------------------------------------------
A-X             U12679 PX 5     $988,234,824 (1)           January 2014         Variable
-------------------------------------------------------------------------------------------------------
A-SP            U12679 PY 3     $882,387,000 (1)           April 2010           Variable
-------------------------------------------------------------------------------------------------------
</TABLE>


(1) Notional Amount

                                      P-26

<PAGE>


                                                              SCHEDULE B

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
                       -----------------------------------
 (Prepared by DTC--bracketed material may be applicable only to certain issues)

         1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

         2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
Securities and Exchange Commission.

         3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.

                                      P-27
<PAGE>

         4. To facilitate subsequent transfers, all Securities deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. Beneficial Owners of
Securities may wish to ascertain that the nominee holding the Securities for
their benefit has agreed to obtain and transmit notices to Beneficial Owners, or
in the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided
directly to them.]

         [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

         7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent
or vote with respect to the Securities. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

         8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.

                                      P-28
<PAGE>

         [9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a
mandatory purchase will be deemed satisfied when the ownership rights in the
Securities are transferred by Direct Participants on DTC's records and followed
by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's
DTC account.]

         10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.

         11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.

         12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.

                                      P-29


<PAGE>





  REPRESENTATIONS FOR SECURITIES ELIGIBLE FOR TRANSFER PURSUANT TO REGULATION S
       WHERE ISSUER HAS REQUESTED A TEMPORARY "CHILL" ON DELIVER ORDERS--
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS
                 -----------------------------------------------

         Issuer has requested that, with respect to the Securities that are
eligible for transfer pursuant to Regulation S, which have been identified by a
separate CUSIP number (the "Regulation S Securities"), DTC not effect book-entry
deliveries (except deliveries via DTC's Deposit/Withdrawal at Custodian DWAC
system in Participant accounts maintained by banks that act as depositaries for
Cedel and Euroclear) until ____________________________ [, or--if not
specified--until further notice in the manner set forth below].

         In the event that Issuer desires an extension or shortening of this
"Deliver Order Chill," Issuer or Agent(1) shall send DTC a notice requesting
that the Deliver Order Chill be eliminated as of a specified date. Such notice
shall be sent to DTC by a secure means (e.g., legible telecopy, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days prior to the date specified for elimination of the Deliver Order
Chill. If sent by telecopy, such notice shall be sent to (212) 344-1531 or (212)
855-3728. Issuer or Agent shall confirm DTC's receipt of such telecopy by
telephoning DTC's Underwriting Department at (212) 855-3731. If delivered by
hand or sent by mail or overnight delivery, such notice shall be sent to:

                                    Manager, Eligibility Section
                                    Underwriting Department
                                    The Depository Trust Company
                                    55 Water Street 19th Floor
                                    New York, NY 10041-0099


--------
      (1) Agent shall be defined as Depositary, Trustee, Trust Company, Issuing
Agent and/or Paying Agent as such definition applies in the DTC Letter of
Representations to which this rider may be attached.

                                      P-30

<PAGE>


                   REPRESENTATIONS FOR RULE 144A SECURITIES--
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS
                 -----------------------------------------------

         1. Issuer represents that at the time of initial registration in the
name of DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,(1) eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.

         2. Issuer represents that the Securities are: [NOTE: ISSUER MUST
REPRESENT ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.] [included within
PORTAL, a Self-Regulatory Organization System approved by the Securities and
Exchange Commission for the reporting of quotation and trade information of
securities eligible for transfer pursuant to Rule 144A) an "SRO Rule 144A
System").]

         3. If the Securities are not Investment-Grade Securities, Issuer and
Agent acknowledge that if such Securities cease to be included in an SRO Rule
144A System during any period in which such Securities are Legally or
Contractually Restricted Securities, such Securities shall no longer be eligible
for DTC's services. Furthermore, DTC may discontinue providing its services as
securities depository with.respect to the Securities at any time by giving
reasonable notice to Issuer or Agent. Under any of the aforementioned
circumstances, at DTC's request, Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts.

         4. Issuer and Agent acknowledge that, so long as Cede & Co. is a record
owner of the Securities, Cede & Co. shall be entitled to all applicable voting
rights and receive the full amount of all distributions payable with respect
thereto. Issuer and Agent acknowledge that DTC shall treat any Participant
having Securities credited to its DTC accounts as entitled to the full benefits
of ownership of such Securities. Without limiting the generality of the
preceding sentence, Issuer and Agent acknowledge that DTC shall treat any
Participant having Securities credited to its DTC accounts as entitled to
receive distributions (and voting rights, if any) in respect of the Securities,
and to receive from DTC certificates evidencing Securities. Issuer and Agent
recognize that DTC does not in any way undertake to, and shall not have any
responsibility to, monitor or ascertain the compliance of any transactions in
the Securities with any of the provisions: (a) of Rule 144A; (b) of other
exemptions from registration under the Securities Act or any other state or
federal securities laws; or (c) of the offering documents.

------------------------
      (1) A "Legally Restricted Security" is a security that is a restricted
security, as defined in Rule 144(a)(3). A "Contractually Restricted Security" is
a security that upon issuance and continually thereafter can only be sold
pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4 of the Securities Act and not involving any public
offering; provided, however, that once the security is sold pursuant to the
provisions of Rule 144, including Rule 144(k), it will thereby cease to be a
"Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted
Security," the underlying security must also be a "Legally or Contractually
Restricted Security."

                                      P-31