EXHIBIT 4.1


                                                                   FINAL VERSION

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


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

                          MIDLAND LOAN SERVICES, INC.,
                    As Master Servicer and Special Servicer,

                                       and

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

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 11, 2001

                                  $986,430,064

                  Commercial Mortgage Pass-Through Certificates
                                 Series 2001-CK6


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                                TABLE OF CONTENTS

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SECTION                                                                               PAGE
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                                         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......................................    70
SECTION 1.03.  Certain Calculations in Respect of the Mortgage Pool ................    71
SECTION 1.04.  Diversion of Funds Between Sub-Pools ................................    72
SECTION 1.05.  Cross-Collateralized Mortgage Loans .................................    73

                                         ARTICLE II

      CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE
        OF LOAN REMIC REGULAR INTEREST, REMIC I REGULAR INTERESTS, REMIC II REGULAR
       INTERESTS, REMIC III REGULAR INTERESTS, GROUP A-X REMIC IV REGULAR INTERESTS,
        GROUP A-CP REMIC IV REGULAR INTERESTS, LOAN REMIC RESIDUAL INTEREST, REMIC I
        RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST,
                        REMIC IV RESIDUAL INTEREST AND CERTIFICATES

SECTION 2.01.   Conveyance of Mortgage Loans .......................................    75
SECTION 2.02.   Acceptance of Mortgage Assets by Trustee............................    78
SECTION 2.03.   Certain Repurchases and Substitutions of Mortgage Loans by the
                  Mortgage Loan Sellers and the Column Performance Guarantor; the
                  Purchase Price Security Deposit Account and the Special Reserve
                  Account...........................................................    80
SECTION 2.04.   Representations and Warranties of the Depositor.....................    89
SECTION 2.05.   Representations and Warranties of the Master Servicer...............    91
SECTION 2.06.   Representations and Warranties of the Special Servicer..............    93
SECTION 2.07.   Representations, Warranties and Covenants of the Trustee............    94
SECTION 2.08.   Creation of the Loan REMIC; Issuance of the Loan REMIC Regular
                  Interest and the Loan REMIC Residual Interest; Certain Matters
                  Involving the Loan REMIC..........................................    96
SECTION 2.09.   Conveyance of the Loan REMIC Regular Interest; Acceptance of the
                  Loan REMIC Regular Interest by Trustee............................    99
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. ...............................................    99
SECTION 2.11.   Conveyance of the REMIC I Regular Interests; Acceptance of the
                  REMIC I Regular Interests by Trustee..............................   102
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SECTION                                                                               PAGE
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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..........................................................   103
SECTION 2.13.   Conveyance of the REMIC II Regular Interests; Acceptance of the
                  REMIC II Regular Interests by Trustee.............................   106
SECTION 2.14.   Creation of REMIC III; Issuance of the REMIC III Regular Interests
                  and the REMIC III Residual Interest; Certain Matters Involving
                  REMIC III.........................................................   106
SECTION 2.15.   Conveyance of the REMIC III Regular Interests; Acceptance of the
                  REMIC III Regular Interests by Trustee............................   109
SECTION 2.16.   Creation of REMIC IV; Issuance of the REMIC IV Regular Interest
                  Certificates, the Group A-X REMIC IV Regular Interests, the
                  Group A-CP REMIC IV Regular Interests and the REMIC IV Residual
                  Interest; Certain Matters Involving REMIC IV......................   109
SECTION 2.17.   Acceptance of Grantor Trusts by Trustee; Issuance of the Class V
                  and Class R Certificates..........................................   115

                                        ARTICLE III

                       ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.   Administration of the Mortgage Loans................................   117
SECTION 3.02.   Collection of Mortgage Loan Payments................................   118
SECTION 3.03.   Collection of Taxes, Assessments and Similar Items; Servicing
                  Accounts; Reserve Accounts........................................   119
SECTION 3.04.   Collection Account, Distribution Account, Interest Reserve Account
                  and Excess Liquidation Proceeds Account...........................   122
SECTION 3.05.   Permitted Withdrawals From the Collection Account, the
                  Distribution Account, the Interest Reserve Account and the
                  Excess Liquidation Proceeds Account...............................   125
SECTION 3.06.   Investment of Funds in the Collection Account, Servicing Accounts,
                  Reserve Accounts and the REO Account..............................   129
SECTION 3.07.   Maintenance of Insurance Policies; Errors and Omissions and
                  Fidelity Coverage.................................................   131
SECTION 3.08.   Enforcement of Alienation Clauses...................................   134
SECTION 3.09.   Realization Upon Defaulted Mortgage Loans...........................   135
SECTION 3.10.   Trustee to Cooperate; Release of Mortgage Files.....................   139
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..............................   140
SECTION 3.12.   Property Inspections; Collection of Financial Statements; Delivery
                  of Certain Reports................................................   146
SECTION 3.13.   Annual Statement as to Compliance...................................   150
SECTION 3.14.   Reports by Independent Public Accountants...........................   150
SECTION 3.15.   Access to Certain Information.......................................   151
SECTION 3.16.   Title to REO Property; REO Account..................................   151
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SECTION                                                                               PAGE
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SECTION 3.17.   Management of REO Property..........................................   153
SECTION 3.18.   Fair Value Option; Sale of REO Properties...........................   156
SECTION 3.19.   Additional Obligations of Master Servicer...........................   161
SECTION 3.20.   Modifications, Waivers, Amendments and Consents.....................   165
SECTION 3.21.   Transfer of Servicing Between Master Servicer and Special
                  Servicer; Record Keeping..........................................   169
SECTION 3.22.   Sub-servicing Agreements............................................   171
SECTION 3.23.   Controlling Class Representatives...................................   173
SECTION 3.24.   Certain Rights and Powers of the Controlling Class Representatives..   175
SECTION 3.25.   Replacement of Special Servicer.....................................   177
SECTION 3.26.   Application of Default Charges......................................   179
SECTION 3.27.   Servicing of the Bel Alliance GT 2 Portfolio Loan...................   180

                                         ARTICLE IV

                               PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.   Distributions.......................................................   183
SECTION 4.02.   Statements to Certificateholders; Certain Other Reports.............   200
SECTION 4.03.   P&I Advances........................................................   204
SECTION 4.04.   Allocation of Realized Losses and Additional Trust Fund Expenses....   205
SECTION 4.05.   Calculations........................................................   208

                                         ARTICLE V

                                      THE CERTIFICATES

SECTION 5.01.   The Certificates....................................................   210
SECTION 5.02.   Registration of Transfer and Exchange of Certificates...............   211
SECTION 5.03.   Book-entry Certificates.............................................   218
SECTION 5.04.   Mutilated, Destroyed, Lost or Stolen Certificates...................   220
SECTION 5.05.   Persons Deemed Owners...............................................   220
SECTION 5.06.   Certification by Certificateholders and Certificate Owners..........   220

                                         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..........................................................   221
SECTION 6.02.   Merger, Consolidation or Conversion of the Depositor, the Master
                  Servicer or the Special Servicer..................................   221
SECTION 6.03.   Limitation on Liability of the Depositor, the Master Servicer and
                  the Special Servicer..............................................   221
SECTION 6.04.   Resignation of the Master Servicer or the Special Servicer..........   222
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SECTION                                                                               PAGE
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SECTION 6.05.   Rights of the Depositor and the Trustee in Respect of the Master
                  Servicer and the Special Servicer.................................   223
SECTION 6.06.   Master Servicer or Special Servicer as Owner of a Certificate.......   224

                                        ARTICLE VII

                                          DEFAULT

SECTION 7.01.   Events of Default...................................................   225
SECTION 7.02.   Trustee to Act; Appointment of Successor............................   228
SECTION 7.03.   Notification to Certificateholders..................................   229
SECTION 7.04.   Waiver of Events of Default.........................................   229
SECTION 7.05.   Additional Remedies of Trustee Upon Event of Default................   229

                                        ARTICLE VIII

                                        THE TRUSTEE

SECTION 8.01.   Duties of Trustee...................................................   230
SECTION 8.02.   Certain Matters Affecting the Trustee...............................   231
SECTION 8.03.   Trustee and Fiscal Agent not Liable for Validity or Sufficiency of
                  Certificates or Mortgage Loans....................................   233
SECTION 8.04.   Trustee and Fiscal Agent May Own Certificates.......................   233
SECTION 8.05.   Fees and Expenses of Trustee; Indemnification of and by Trustee
                  and Fiscal Agent..................................................   233
SECTION 8.06.   Eligibility Requirements for Trustee................................   235
SECTION 8.07.   Resignation and Removal of Trustee..................................   235
SECTION 8.08.   Successor Trustee...................................................   236
SECTION 8.09.   Merger or Consolidation of Trustee..................................   237
SECTION 8.10.   Appointment of Co-trustee or Separate Trustee.......................   237
SECTION 8.11.   Appointment of Custodians...........................................   238
SECTION 8.12.   Access to Certain Information.......................................   238
SECTION 8.13.   Appointment of Fiscal Agent.........................................   240
SECTION 8.14.   Filings with the Securities and Exchange Commission.................   241

                                         ARTICLE IX

                                        TERMINATION

SECTION 9.01.   Termination Upon Repurchase or Liquidation of All Mortgage Loans....   244
SECTION 9.02.   Additional Termination Requirements.................................   246
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                                         ARTICLE X

                                 ADDITIONAL TAX PROVISIONS

SECTION 10.01.  Tax Administration..................................................   248
SECTION 10.02.  Depositor, Master Servicer, Special Servicer and Fiscal Agent to
                  Cooperate with Trustee............................................   251

                                         ARTICLE XI

                                  MISCELLANEOUS PROVISIONS

SECTION 11.01.  Amendment...........................................................   252
SECTION 11.02.  Counterparts........................................................   253
SECTION 11.03.  Limitation on Rights of Certificateholders..........................   253
SECTION 11.04.  Governing Law.......................................................   254
SECTION 11.05.  Notices.............................................................   254
SECTION 11.06.  Severability of Provisions..........................................   255
SECTION 11.07.  Successors and Assigns; Beneficiaries...............................   255
SECTION 11.08.  Article and Section Headings........................................   255
SECTION 11.09.  Notices to and from the Rating Agencies and the Depositor...........   255
SECTION 11.10.  Notices to Controlling Class Representatives........................   257
SECTION 11.11.  Complete Agreement..................................................   257
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                                    EXHIBITS

EXHIBIT A-1     Form of Class A-X and Class A-CP Certificates
EXHIBIT A-2     Form of Class A-1, Class A-2, Class A-3, 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 and
                 Class L Certificates
EXHIBIT A-4     Form of Class M, Class N, Class O, Class P, Class Q,
                 Class NW-SUB and Class GT2 Certificates
EXHIBIT A-5     Form of Class V Certificates
EXHIBIT A-6     Form of Class R Certificates
EXHIBIT B-1A    Schedule of Column Mortgage Loans
EXHIBIT B-1B    Schedule of KeyBank Mortgage Loans
EXHIBIT B-2     Schedule of Exceptions to Mortgage File Delivery
EXHIBIT B-3     Form of Custodial Certification
EXHIBIT B-4     Schedule of Mortgage Loans Covered by Environmental Insurance
EXHIBIT C       Letters of Representations Among Depositor, Trustee and Initial
                 Depositary
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     CMSA Servicer Watch List Criteria
EXHIBIT F-1A    Form I of Transferor Certificate for Transfers of
                 Non-Registered Certificates
EXHIBIT F-1B    Form II of Transfer or Certificate for Transfers of
                 Non-Registered Certificates
EXHIBIT F-1C    Form I of Transferor Certificate for Transfers of
                 Interests in Global Certificates for Classes of Non-Registered
                 Certificates
EXHIBIT F-1D    Form II of Transferor Certificate for Transfers of Interests
                 in Global Certificates for Classes of Non-Registered
                 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 Non-Registered Certificates Held in Book-Entry
                 Form
EXHIBIT F-2D    Form II of Transferee Certificate for Transfers of
                 Interests in Non-Registered Certificates Held in Book-Entry
                 Form
EXHIBIT F-3A    Form of Transferor Certificate for Transfer of the Excess
                 Servicing Fee Right
EXHIBIT F-3B    Form of Transferee Certificate for Transfer of the Excess
                 Servicing Fee Right
EXHIBIT G-1     Form of Transferee Certificate in Connection with ERISA
                 (Non-Registered Certificates and Non-Investment Grade
                 Certificates Held in Fully-Registered, Certificated 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 Residual Transfer Affidavit for Transfers of Class R
                  Certificates
EXHIBIT H-2     Form of Transferor Certificate for Transfers of Class R
                  Certificates
EXHIBIT I-1     Form of Notice and Acknowledgment Concerning Replacement
                  of Special Servicer
EXHIBIT I-2     Form of Acknowledgment of Proposed Special Servicer
EXHIBIT J       Form of UCC-1 Financing Statement


                                       vi
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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 S&P Defeasance Certification


                                      vii
<PAGE>

     This Pooling and Servicing Agreement is dated and effective as of December
11, 2001, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. as
Depositor, MIDLAND LOAN SERVICES, INC., 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 December 19, 2001 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "Column
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-1A (such mortgage loans, the "Original Column Mortgage
Loans").

     KeyBank National Association (together with its successors in interest,
"KeyBank") has sold to the Depositor, pursuant to the Mortgage Loan Purchase
Agreement dated as of December 19, 2001 (as such may from time to time hereafter
be amended, modified, supplemented and/or restated, the "KeyBank Mortgage Loan
Purchase Agreement"), between KeyBank as seller and the Depositor as purchaser,
those mortgage loans initially identified on the schedule attached hereto as
Exhibit B-1B (such mortgage loans, the "Original KeyBank Mortgage Loans").

     The Depositor desires, among other things, to: (i) establish a trust fund,
consisting primarily of the Original Column Mortgage Loans and the Original
KeyBank Mortgage Loans (collectively, the "Original 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 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 Midland Loan Services,
Inc. (together with its successors in interest, "Midland"), 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 1.05.

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

     "30/360 Mortgage Loan" shall mean a Mortgage Loan that accrues interest on
a 30/360 Basis.

     "Acquisition Date" shall mean, with respect to any REO Property, the first
day on which such REO Property is considered to be acquired by the Trust within
the meaning of Treasury regulation section 1.856-6(b)(1), which is the first day
on which the Trust is treated as the owner of such REO Property for federal
income tax purposes.

     "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.

     "Actual/360 Mortgage Loan" shall mean a Mortgage Loan that accrues interest
on an Actual/360 Basis.

     "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
Mortgage Loan.

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

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

     "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 IV 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.


                                      -2-

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     "Additional Yield Amount" shall have the meaning assigned thereto in
Section 4.01(d).

     "Adjusted REMIC III Remittance Rate" shall mean:

     (a) with respect to REMIC III Regular Interest A-1, for any Interest
Accrual Period, 4.393% per annum;

     (b) with respect to REMIC III Regular Interest A-2, for any Interest
Accrual Period, 6.103% per annum;

     (c) with respect to REMIC III Regular Interest A-3-1, for any Interest
Accrual Period, 6.387% per annum;

     (d) with respect to REMIC III Regular Interest A-3-2, for any Interest
Accrual Period, 6.387% per annum;

     (e) with respect to REMIC III Regular Interest B, for any Interest Accrual
Period, 6.582% per annum;

     (f) with respect to REMIC III Regular Interest C, for any Interest Accrual
Period, 6.704% per annum;

     (g) with respect to REMIC III Regular Interest D, for any Interest Accrual
Period, the lesser of (i) 6.824% per annum and (ii) the REMIC III Remittance
Rate with respect to such REMIC III Regular Interest for such Interest Accrual
Period;

     (h) with respect to REMIC III Regular Interest E, for any Interest Accrual
Period, the lesser of (i) 6.942% per annum and (ii) the REMIC III Remittance
Rate with respect to such REMIC III Regular Interest for such Interest Accrual
Period;

     (i) with respect to REMIC III Regular Interest F, for any Interest Accrual
Period, the lesser of (i) 7.05% per annum and (ii) the REMIC III Remittance Rate
with respect to such REMIC III Regular Interest for such Interest Accrual
Period;

     (j) with respect to REMIC III Regular Interest G, for any Interest Accrual
Period, the lesser of (i) 7.148% per annum and (ii) the REMIC III Remittance
Rate with respect to such REMIC III Regular Interest for such Interest Accrual
Period;

     (k) with respect to REMIC III Regular Interest H, for any Interest Accrual
Period, the lesser of (i) 7.525% per annum and (ii) the REMIC III Remittance
Rate with respect to such REMIC III Regular Interest for such Interest Accrual
Period;

     (l) with respect to REMIC III Regular Interest J, for any Interest Accrual
Period, 6.080% per annum;

     (m) with respect to REMIC III Regular Interest K for any Interest Accrual
Period, 6.080% per annum;


                                      -3-

<PAGE>


     (n) with respect to REMIC III Regular Interest L, for any Interest Accrual
Period, 6.080% per annum;

     (o) with respect to REMIC III Regular Interest M, for any Interest Accrual
Period, 6.080% per annum;

     (p) with respect to REMIC III Regular Interest N, for any Interest Accrual
Period, 6.080% per annum;

     (q) with respect to REMIC III Regular Interest O, for any Interest Accrual
Period, 6.080% per annum;

     (r) with respect to REMIC III Regular Interest P, for any Interest Accrual
Period, 6.080% per annum;

     (s) with respect to REMIC III Regular Interest Q, for any Interest Accrual
Period, 6.080% per annum; and

     (t) with respect to REMIC III Regular Interest NW-SUB, for any Interest
Accrual Period, 6.080% per annum.

     "Administrative Fee Rate" shall mean, with respect to each Mortgage Loan
(and any successor REO Mortgage Loan), 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(d), as applicable.

     "Adverse Grantor Trust Event" shall mean either: (i) any impairment of the
status of either Grantor Trust Pool as a Grantor Trust; or (ii) the imposition
of a tax upon either 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 defined in Section 860F(a)(2)
of the Code and the tax on contributions set forth in Section 860G(d) of the
Code).


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<PAGE>


     "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 Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance
as of the date of such appraisal of $2,000,000 or less, unless the Controlling
Class Representative for the applicable Sub-Pool permits otherwise, 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 ss. 225.62(g)) and (ii) is conducted by a
Qualified Appraiser (except that, in the case of a Mortgage Loan or an REO
Mortgage Loan with a Stated Principal Balance as of the date of such appraisal
of $2,000,000 or less, unless the Controlling Class Representative for the
applicable Sub-Pool permits the use of a Qualified Appraiser, the Person
performing such limited appraisal, summary report or internal valuation shall be
an employee of the Special Servicer).

     "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 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 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 an ARD Mortgage Loan 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


                                      -5-


<PAGE>


      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 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), within 60 days after such Appraisal Trigger
Event, 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.

     "Appraisal Trigger Event" shall mean, with respect to any Mortgage Loan,
any of the following events:

     (i)    such Mortgage Loan becomes a Modified Mortgage Loan;

     (ii)   any Monthly Payment with respect to such Mortgage Loan remains
            unpaid for 60 days past the Due Date for such payment (or, with
            respect to a Balloon Payment for which 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 past the Due Date for such Balloon Payment) during
            which such refinancing would occur);

     (iii)  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-day
            period;


                                      -6-

<PAGE>


     (iv)   the passage of 60 days after the Special Servicer receives notice
            that a receiver or similar official has been 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-day period); or

     (v)    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, 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 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 Mortgage Loan remains outstanding and part of the Trust Fund, the
     scheduled monthly payment of principal and/or interest deemed to be due
     with respect to such 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 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 Mortgage Loan, for any Due Date as of
     which the related REO Property 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 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
     Mortgage Loan.

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

     "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 Mortgage Loan, as of the related date of
substitution) provides for an amortization schedule extending


                                      -7-

<PAGE>


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 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 December 19,
2001, relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.

     "Bel Alliance GT2 Portfolio Change of Control Event" shall mean that, as
of any date of determination, the Class Principal Balance of the Class GT2
Certificates (net of any Appraisal Reduction Amount with respect to the Bel
Alliance GT2 Portfolio Loan or any successor REO Mortgage Loan) is less than
25% of the initial Class Principal Balance of the Class GT2 Certificates.

     "Bel Alliance GT2 Portfolio Loan" shall mean the Mortgage Loan secured by
a lien on the Bel Alliance GT2 Portfolio Property.

     "Bel Alliance GT2 Portfolio Payment Trigger Event" shall mean any of the
following: (i) an event of default exists under the Bel Alliance GT 2 Portfolio
Loan; (ii) a Servicing Transfer Event exists with respect to the Bel Alliance
GT2 Portfolio Loan; (iii) the Bel Alliance GT2 Portfolio Property has become an
REO Property; or (iv) payments of principal and interest are being made with
respect to the Bel Alliance GT2 Portfolio Loan in accordance with a
modification or forbearance agreement.

     "Bel Alliance GT2 Portfolio Property" shall mean the Mortgaged Property
identified on the Mortgage Loan Schedule as the Bel Alliance GT2 Portfolio.

     "Bel Alliance GT2 Portfolio Special Servicer" shall have the meaning
assigned thereto in Section 3.01(d).

     "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.

     "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.


                                      -8-


<PAGE>


     "Breach" shall mean, with respect to any Mortgage Loan, any breach of
representation or warranty made by a Mortgage Loan Seller pursuant to Section
4(b) or 4(d) of the related 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,
Pittsburgh, Pennsylvania, the city or cities in which the Primary Servicing
Offices of the Master Servicer and 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 the 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 REMIC III Regular Interest for any Distribution
Date, the meaning assigned thereto in Section 2.14(g);

     (e) with respect to any Group A-X REMIC IV Regular Interest or Group A-CP
REMIC IV Regular Interest for any Distribution Date, the meaning assigned
thereto in Section 2.16(g); and

     (f) with respect to any Class of REMIC IV Regular Interest Certificates for
any Distribution Date, the meaning assigned thereto in Section 2.16(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 2001-CK6
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 IV
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.

     "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,


                                      -9-

<PAGE>


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.

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

     "Class A-P&I Certificates" shall mean, collectively, the Class A-1, Class
A-2 and Class A-3 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.


                                      -10-

<PAGE>


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

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

     "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/H Available Distribution Amount" shall mean, with respect to any
Distribution Date, the sum of: (1) the lesser of (a) the Sub-Pool No. 1
Available Distribution Amount for such Distribution Date (exclusive of the Class
GT2 Available Distribution Amount for such Distribution Date and any Cure
Payments reimbursed to the Class GT2 Certificateholders on such Distribution
Date pursuant to Section 4.01(m), and reduced (to not less than zero) by the
lesser of (i) the aggregate amount of Outstanding Sub-Pool No. 1 Diverted
Amounts that have not previously been applied to reduce the Class A/H Available
Distribution Amount for prior Distribution Dates and (ii) that portion of the
aggregate amount distributable with respect to the Class J, Class K, Class L,
Class M, Class N, Class O, Class P and Class Q Certificates on such Distribution
Date pursuant to Section 4.01(b) that would not be paid if the Outstanding
Sub-Pool No. 1 Diverted Amounts referred to in the immediately preceding clause
(i) were ignored in calculating the Class A/H Available Distribution Amount for
such Distribution Date), and (b) the sum of (i) the aggregate portion of the
respective Current Interest Distribution Amounts and the respective Carryforward
Interest Distribution Amounts with respect to the Class A-X, Class A-CP, Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G
and Class H Certificates for such Distribution Date that is attributable to the
interests represented by each of those Classes in Sub-Pool No. 1, (ii) the
lesser of (A) the portion of the Total Principal Distribution Amount for such
Distribution Date that is attributable to Sub-Pool No. 1 (exclusive of the Class
GT2 Principal Distribution Amount for such Distribution Date) and (B) the
Uncertificated Principal Balance of REMIC II Regular Interest A/H immediately
prior to such Distribution Date and (iii) the aggregate portion of the
respective Loss Reimbursement Amounts with respect to the Class A-X, Class A-CP,
Class A-1, Class A-2, Class A-3, Class B, Class C, Class D,


                                      -11-


<PAGE>



Class E, Class F, Class G and Class H Certificates for such Distribution Date
that is attributable to the interests represented by each of those Classes in
Sub-Pool No. 1; and (2) the lesser of (a) the Sub-Pool No. 2 Available
Distribution Amount for such Distribution Date (reduced (to not less than zero)
by the lesser of (i) the aggregate amount of Outstanding Sub-Pool No. 2 Diverted
Amounts that have not previously been applied to reduce the Class A/H Available
Distribution Amount for prior Distribution Dates and (ii) that portion of the
aggregate amount distributable with respect to the Class NW-SUB Certificates on
such Distribution Date pursuant to Section 4.01(b) that would not be paid if the
Outstanding Sub-Pool No. 2 Diverted Amounts referred to in the immediately
preceding clause (i) were ignored in calculating the Class A/H Available
Distribution Amount for such Distribution Date), and (b) the sum of (i) the
aggregate portion of the respective Current Interest Distribution Amounts and
the respective Carryforward Interest Distribution Amounts with respect to the
Class A-X, Class A-CP, Class A-1, Class A-2, Class A-3, Class B, Class C, Class
D, Class E, Class F, Class G and Class H Certificates for such Distribution Date
that is attributable to the interests represented by each of those Classes in
Sub-Pool No. 2, (ii) the lesser of (A) the portion of the Total Principal
Distribution Amount for such Distribution Date that is attributable to Sub-Pool
No. 2 and (B) the Uncertificated Principal Balance of REMIC II Regular Interest
A/H-NW immediately prior to such Distribution Date and (iii) the aggregate
portion of the respective Loss Reimbursement Amounts with respect to the Class
A-X, Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class
F, Class G and Class H Certificates for such Distribution Date that is
attributable to the interests represented by each of those Classes in Sub-Pool
No. 2.

     For purposes of the foregoing:

          (A) the aggregate portion of the respective Current Interest
     Distribution Amounts with respect to the Class A-X, Class A-CP, Class A-1,
     Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G
     and Class H Certificates for any Distribution Date that are attributable to
     the interests represented by each of those Classes in Sub-Pool No. 1 shall
     equal the sum of (1) the Current Interest Distribution Amount with respect
     to REMIC II Regular Interest A/H for such Distribution Date, plus (2) the
     aggregate of the Current Interest Distribution Amounts with respect to
     REMIC IV Regular Interest A-X-J, REMIC IV Regular Interest A-X-K, REMIC IV
     Regular Interest A-X-L, REMIC IV Regular Interest A-X-M, REMIC IV Regular
     Interest A-X-N, REMIC IV Regular Interest A-X-O, REMIC IV Regular Interest
     A-X-P and REMIC IV Regular Interest A-X-Q for such Distribution Date;

          (B) the aggregate portion of the respective Carryforward Interest
     Distribution Amounts with respect to the Class A-X, Class A-CP, Class A-1,
     Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G
     and Class H Certificates for any Distribution Date that are attributable to
     the interests represented by each of those Classes in Sub-Pool No. 1 shall
     equal the excess, if any, of (1) the aggregate portion of the respective
     Current Interest Distribution Amounts with respect to the Class A-X, Class
     A-CP, Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E,
     Class F, Class G and Class H Certificates for all prior Distribution Dates,
     if any, that are attributable to the interests represented by each of those
     Classes in Sub-Pool No. 1, over (2) the aggregate distributions of interest
     made with respect to the Class A-X, Class A-CP, Class A-1, Class A-2, Class
     A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
     Certificates on all prior Distribution Dates, if any, from collections
     relating to Sub-Pool No. 1;


                                      -12-

<PAGE>


          (C) the aggregate portion of the respective Current Interest
     Distribution Amounts with respect to the Class A-X, Class A-CP, Class A-1,
     Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G
     and Class H Certificates for any Distribution Date that are attributable to
     the interests represented by each of those Classes in Sub-Pool No. 2 shall
     equal the sum of (1) the Current Interest Distribution Amount with respect
     to REMIC II Regular Interest A/H-NW for such Distribution Date, plus (2)
     the Current Interest Distribution Amount with respect to REMIC IV Regular
     Interest A-X-NW for such Distribution Date; and

          (D) the aggregate portion of the respective Carryforward Interest
     Distribution Amounts with respect to the Class A-X, Class A-CP, Class A-1,
     Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G
     and Class H Certificates for any Distribution Date that are attributable to
     the interests represented by each of those Classes in Sub-Pool No. 2 shall
     equal the excess, if any, of (1) the aggregate portion of the respective
     Current Interest Distribution Amounts with respect to the Class A-X, Class
     A-CP, Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E,
     Class F, Class G and Class H Certificates for all prior Distribution Dates,
     if any, that are attributable to the interests represented by each of those
     Classes in Sub-Pool No. 2, over (2) the aggregate distributions of interest
     made with respect to the Class A-X, Class A-CP, Class A-1, Class A-2, Class
     A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
     Certificates on all prior Distribution Dates, if any, from collections
     relating to Sub-Pool No. 2.

     "Class A/H Principal Distribution Amount" shall mean, with respect to any
Distribution Date, the sum of: (1) the lesser of (A) the portion of the Total
Principal Distribution Amount for such Distribution Date that is attributable to
Sub-Pool No. 1 (net of the Class GT2 Principal Distribution Amount for such
Distribution Date) and (B) the Uncertificated Principal Balance of REMIC II
Regular Interest A/H immediately prior to such Distribution Date; and (2) the
lesser of (A) the portion of the Total Principal Distribution Amount for such
Distribution Date that is attributable to Sub-Pool No. 2 and (B) the
Uncertificated Principal Balance of REMIC II Regular Interest A/H-NW immediately
prior to such Distribution Date.

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

     "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".


                                      -13-

<PAGE>


     "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 GT2" shall mean, when combined with any other capitalized term
defined in this Agreement, of or relating to the Class GT2 Certificates.

     "Class GT2 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 amount deemed distributed with
respect to REMIC I Regular Interest GT2-2 on such Distribution Date pursuant to
the first paragraph of Section 4.01(m).

     "Class GT2 Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphanumeric class designation
"GT2".

     "Class GT2 Directing Certificateholder" shall mean the Holder(s) of Class
GT2 Certificates that have a then outstanding aggregate Certificate Principal
Balance representing more than 50% of the then outstanding Class Principal
Balance of such Class.

     "Class GT2 Principal Distribution Amount" shall mean, with respect to any
Distribution Date, the total amount of principal deemed distributed (or,
assuming that the Class GT2 Available Distribution Amount for such Distribution
Date was sufficient, that would have been deemed distributed) with respect to
REMIC I Regular Interest GT2 on such Distribution Date pursuant to the first
paragraph of Section 4.01(m).

     "Class GT2 Purchase Date" shall have the meaning assigned thereto in
Section 3.27(b).

     "Class GT2 Purchase Notice" shall have the meaning assigned thereto in
Section 3.27(b).

     "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".


                                      -14-

<PAGE>


     "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 J/Q Available Distribution Amount" shall mean, with respect to any
Distribution Date, the Sub-Pool No. 1 Available Distribution Amount for such
Distribution Date, exclusive of any portion thereof that constitutes part of the
Class A/H Available Distribution Amount pursuant to clause (1) of the definition
thereof and, further, exclusive of the Class GT2 Available Distribution Amount
for such Distribution Date and any Cure Payments reimbursed to the Class GT2
Certificateholders on such Distribution Date pursuant to Section 4.01(m).

     "Class J/Q Principal Distribution Amount" shall mean, with respect to any
Distribution Date, the excess, if any, of: (1) the portion of the Total
Principal Distribution Amount for such Distribution Date that is attributable to
Sub-Pool No. 1 (net of the Class GT2 Principal Distribution Amount for such
Distribution Date), over (2) that portion of the Class A/H Principal
Distribution Amount for such Distribution Date described in clause (1) of the
definition of "Class A/H Principal Distribution Amount".

     "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.

     "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
2.16(e).


                                      -15-

<PAGE>


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

     "Class NW-SUB Available Distribution Amount" shall mean, with respect to
any Distribution Date, the Sub-Pool No. 2 Available Distribution Amount for such
Distribution Date, exclusive of any portion thereof that constitutes part of the
Class A/H Available Distribution Amount pursuant to clause (2) of the definition
thereof.

     "Class NW-SUB Certificate" shall mean any of the Certificates that
collectively constitute the Class bearing the alphabetic class designation
"NW-SUB".

     "Class NW-SUB Principal Distribution Amount" shall mean, with respect to
any Distribution Date, the excess, if any, of: (1) the portion of the Total
Principal Distribution Amount for such Distribution Date that is attributable to
Sub-Pool No. 2, over (2) that portion of the Class A/H Principal Distribution
Amount for such Distribution Date described in clause (2) of the definition of
"Class A/H Principal Distribution Amount".

     "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 2.16(e).

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

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

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


                                      -16-

<PAGE>


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

     "Class V 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, but not an asset of any REMIC Pool.

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

     "Closing Date" shall mean December 27, 2001.

     "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 Representatives.

     "CMSA Bond Level File" shall mean the monthly report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Bond Level File" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Trustee and the Controlling Class
Representatives.

     "CMSA Collateral Summary File" shall mean the report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Collateral Summary File" available as of the
Closing Date on the CMSA Website, is reasonably acceptable to the Trustee and
the Controlling Class Representatives.

     "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


                                      -17-

<PAGE>


commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable, and the Controlling Class Representatives, and
in any event, setting forth, among other things, (a) the occupancy and debt
service coverage ratio for each Mortgage Loan or 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 Mortgage Loan, the original
analysis of information used as of the Due Date for such Mortgage Loan in
December 2001). For the purposes of the production by Master Servicer or the
Special Servicer of any such report that is required to state information with
respect to any Original Mortgage Loan for any period prior to the related Due
Date in December 2001, 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 the related Mortgage Loan
Seller, 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 securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Delinquent Loan Status Report" available as of
the Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, and the Controlling Class
Representatives.

     "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 securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Financial File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable, and the Controlling Class Representatives.

     "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 securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Historical Liquidation Report" available as of
the Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, and the Controlling Class
Representatives.


                                      -18-

<PAGE>


     "CMSA Historical Loan Modification 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 Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Historical Loan Modification
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and
the Controlling Class Representatives.

     "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

          (b) the following eight supplemental reports: (i) CMSA Delinquent Loan
     Status Report, (ii) CMSA Historical Loan Modification 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 the monthly report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Loan Periodic Update File" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Loan Periodic Update File"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, and the
Controlling Class Representatives and the Trustee.

     "CMSA Loan Setup File" shall mean the report substantially in the form of,
and containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Loan Setup File" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable, and the Controlling Class Representatives and the Trustee.

     "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 securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "NOI


                                      -19-

<PAGE>


Adjustment Worksheet" available as of the Closing Date on the CMSA Website, is
acceptable to the Master Servicer or the Special Servicer, as applicable, and
the Controlling Class Representatives, 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 and, insofar as it requires the presentation of
information in addition to that called for by the form of the "Operating
Statement Analysis Report" available as of the Closing Date on the CMSA Website,
is reasonably acceptable to the Master Servicer and the Controlling Class
Representatives.

     "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 securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Property File" available as of the Closing Date on the CMSA Website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable, and the Controlling Class Representatives.

     "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 in such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "REO Status Report" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable, and the Controlling Class Representatives.

     "CMSA Servicer Watch List" shall mean, for any Determination Date, a report
substantially in the form of, and containing the information called for in
Exhibit E-2, or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by Exhibit E-2, is reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, and the Controlling Class Representatives;
provided that, until such time as the CMSA adopts a standard form of "Servicer
Watch List", such report shall identify all Mortgage Loans (other than Specially
Serviced Mortgage Loans) that are required by the criteria set forth on Exhibit
E-2 hereto; and provided, further, that, upon adoption by the CMSA of a standard
format, such format shall be used for this report.

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


                                      -20-

<PAGE>


     "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 created
and maintained by the Master Servicer, pursuant to Section 3.04(a), in trust for
the Certificateholders, which shall be entitled "Midland Loan Services, Inc. [or
the name of any successor 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 2001-CK6, 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 Mortgage Loan" shall mean any Mortgage Loan that is either an
Original Column Mortgage Loan or a Replacement Mortgage Loan that was delivered
under the Column Mortgage Loan Purchase Agreement or the Column Performance
Guarantee in substitution for an Original Column Mortgage Loan.

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

     "Column Performance Guarantee" shall mean the Guarantee dated as of
December 19, 2001, from the Column Performance Guarantor in favor of the
Trustee, relating to the obligations of Column under Section 5 of the Column
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.

     "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-CP
Certificates, which components are: (a) in the case of the Class A-X
Certificates, the respective Group A-X REMIC IV Regular Interests, and (b) in
the case of the Class A-CP Certificates, the respective Group A-CP REMIC IV
Regular Interests.


                                      -21-

<PAGE>


     "Component Notional Amount" shall mean the hypothetical or notional amount
on which any Group A-X REMIC IV Regular Interest or Group A-CP REMIC IV Regular
Interest accrues interest from time to time, as calculated in accordance with
Section 2.16(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 December 19, 2001, relating to certain classes of the
Non-Registered Certificates delivered by the Depositor to CSFBC as of the
Closing Date.

     "Controlling Class" shall mean, as of any date of determination, with
respect to either Sub-Pool, the eligible Class of Principal Balance 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 eligible Class of
Principal Balance Certificates has a Class Principal Balance that satisfies the
foregoing requirement, then the Controlling Class shall be the eligible Class of
Principal Balance 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. The respective Classes of Principal Balance Certificates that are
eligible to be the Controlling Class with respect to either Sub-Pool are as
follows:

          (a) as to Sub-Pool No. 1--Class A-P&I, Class B, Class C, Class D,
     Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
     Class N, Class O, Class P and Class Q; and

          (b) as to Sub-Pool No. 2--Class A-P&I, Class B, Class C, Class D,
     Class E, Class F, Class G, Class H and Class NW-SUB.

     "Controlling Class Certificateholder" shall mean, with respect to each
Sub-Pool, any Holder of Certificates of the related Controlling Class.

     "Controlling Class Representative" shall have, with respect to each
Sub-Pool, the meaning assigned thereto in Section 3.23(a).

     "Corporate Trust Office" shall mean: (a) with respect to all matters
relating to the transfer of Certificates and payment services, the office of the
Trustee located at Wells Fargo Center, Sixth and Marquette, Minneapolis,
Minnesota 55479-0113, Attention: Corporate Trust Services (CMBS)--Credit Suisse
First Boston Mortgage Securities Corp., Series 2001-CK6; and (b) with respect to
all other matters, the principal corporate trust office of the Trustee located
at 11000 Broken Land Parkway, Columbia, Maryland 21044-3562, Attention:
Corporate Trust Services (CMBS)--CSFB, Series 2001-CK6; or the principal trust
office of any successor trustee qualified and appointed pursuant to Section
8.08.


                                      -22-

<PAGE>


     "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.

     "Corresponding Class of Principal Balance Certificates" shall mean, with
respect to any REMIC III 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 designation for such REMIC III
Regular Interest; provided that the Class A-3 Certificates shall be the
Corresponding Class of Principal Balance Certificates with respect to each of
REMIC III Regular Interest A-3-1 and REMIC III Regular Interest A-3-2.

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

     "Corresponding Group A-X REMIC IV Regular Interest" shall mean, with
respect to any REMIC III Regular Interest, the Group A-X REMIC IV 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 III Regular Interest.

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

     "Cross-Collateralized Group" shall mean any group of Mortgage Loans that is
cross-defaulted and cross-collateralized with each other.

     "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan, that is,
by its terms, cross-defaulted and cross-collateralized with any other Mortgage
Loan.

     "CSFBC" shall mean Credit Suisse First Boston Corporation or its successor
in interest.

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

     "CSFB Mortgage Capital Agreement" shall mean, with respect to each CSFB
Mortgage Capital Mortgage Loan, the Mortgage Loan Purchase Agreement dated as of
December 19, 2001, between CSFB Mortgage Capital and Column.


                                      -23-

<PAGE>


     "CSFB Mortgage Capital Mortgage Loan" shall mean any Column Mortgage Loan
originated by CSFB Mortgage Capital.

     "Cure Event" shall mean the exercise by the Class GT2 Directing
Certificateholder of the cure rights described in Section 3.27(c) hereof whether
for one month, or for consecutive months in the aggregate.

     "Cure Payment" shall have the meaning assigned thereto in Section 3.27(c).

     "Cure Period" shall have the meaning assigned thereto in Section 3.27(c).

     "Current Interest Distribution Amount" shall have:

          (a) with respect to the 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 REMIC III Regular Interest for any
     Distribution Date, the meaning assigned thereto in Section 2.14(g);

          (e) with respect to any Group A-X REMIC IV Regular Interest or Group
     A-CP REMIC IV Regular Interest for any Distribution Date, the meaning
     assigned thereto in Section 2.16(g); and

          (f) with respect to any Class of REMIC IV Regular Interest
     Certificates for any Distribution Date, the meaning assigned thereto in
     Section 2.16(g).

     "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 Mortgage Loans in December 2001.

     "Cut-off Date Principal Balance" shall mean, with respect to any Original
Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of its
Due Date in December 2001, 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 Mortgage Loan.

     "Default Interest" shall mean, with respect to any Mortgage Loan (or
successor REO Mortgage Loan), 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


                                      -24-

<PAGE>


REO Mortgage 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 Mortgage Loan" shall mean any 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 Mortgage Loan that is purchased or
repurchased, as the case may be, from the Trust or replaced with one or more
Replacement Mortgage Loans, in either case 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.

     "Designated Sub-Servicer" shall mean KRECM (in its capacity as a
Sub-Servicer), any Sub-Servicer set forth on Exhibit L hereto and any successor
thereto 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 January 2002, 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 shall not
be considered to Directly Operate an REO Property solely because the Special
Servicer establishes rental terms, chooses tenants, enters into or


                                      -25-

<PAGE>


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.

     "Disqualified Non-United States Tax Person" shall mean, with respect to any
Class R Certificate, any Non-United States Tax Person or agent thereof other
than: (1) a Non-United States Tax Person that (a) holds such Class R Certificate
and, for purposes of Treasury regulation section 1.860G-3(a)(3), is subject to
tax under Section 882 of the Code, (b) certifies that it understands that, for
purposes of Treasury regulation section 1.860E-1(c)(4)(ii), as a holder of such
Class R Certificate for United States federal income tax purposes, it may incur
tax liabilities in excess of any cash flows generated by such Class R
Certificate and intends to pay taxes associated with holding such Class R
Certificate, and (c) has furnished the Transferor and the Trustee with an
effective IRS Form W-8ECI or successor form and has agreed to update such form
as required under the applicable Treasury regulations; or (2) a Non-United
States Tax Person that has delivered to the Transferor, the Trustee and the
Certificate Registrar an opinion of nationally recognized tax counsel to the
effect that (x) the Transfer of such Class R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and
(y) such Transfer of such Class R Certificate will not be disregarded for United
States federal income tax purposes.

     "Distribution Account" shall mean the segregated account or accounts
created and maintained by the Trustee, pursuant to Section 3.04(b), in trust for
the Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota,
N.A. [or the name of any successor Trustee], as Trustee, in trust for the
registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2001-CK6, Distribution
Account".

     "Distribution Date" shall mean, with respect to any calendar month,
commencing in January 2002, the fourth Business Day following the Determination
Date in such calendar month.


                                      -26-

<PAGE>


     "Document Defect" shall mean, with respect to any 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 Mortgage Loan
Schedule (and the terms of such document have not been modified by written
instrument contained in the related Mortgage File), or does not appear to be
regular on its face.

     "Due Date" shall mean with respect to any Mortgage Loan (and any successor
REO Mortgage Loan), 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).

     "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 S&P (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
"A-1+" by S&P (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 ss. 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 S&P and KeyBank's short-term deposit or short-term
unsecured debt rating shall be at least "P-1" from Moody's and "A-1" from S&P,
(iv) an account or accounts maintained with PNC Bank so long as PNC Bank's
long-term unsecured debt rating shall be at least "A1" from Moody's and "A" from
S&P and PNC Bank's short-term deposit or short-term unsecured debt rating shall
be at least "P-1" from Moody's and "A-1" from S&P and (v) 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.

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


                                      -27-

<PAGE>


     "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
Mortgage Loan or REO Property, over (b) the sum of (i) the amount needed to pay
off the Mortgage Loan or related REO Mortgage Loan 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
created and maintained by the Trustee pursuant to Section 3.04(d) in trust for
the Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota,
N.A. [or the name of any successor Trustee], as Trustee, in trust for the
registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2001-CK6, Excess
Liquidation Proceeds Account".

     "Excess Servicing Fees" shall mean, with respect to each Mortgage Loan (and
successor REO Mortgage Loan), that portion of the Master Servicing Fees that
accrue at a per annum rate equal to the Excess Servicing Fee Rate.

     "Excess Servicing Fee Rate" shall mean, with respect to each Mortgage Loan
(and successor REO Mortgage Loan), initially a rate per annum equal to the
related Master Servicing Fee Rate, minus the sum of 1.0 basis point and the per
annum rate applicable to any related primary servicing fee payable to a
Designated Sub-Servicer; provided that such Excess Servicing Fee Rate shall be
subject to reduction at any time following any resignation of the Master
Servicer pursuant to Section 6.04 (if no successor is appointed in accordance
with the second paragraph of such Section) or any termination of the Master
Servicer pursuant to Section 7.01, to the extent reasonably necessary (as
determined by the Trustee) for the Trustee to appoint a qualified successor
Master Servicer (which successor may include the Trustee) that meets the
requirements of Section 7.02 and who requires market rate master servicing
compensation (exclusive of any related primary servicing fee payable to a
Designated Sub-Servicer) that accrues at a per annum rate in excess of 1.0 basis
point.

     "Excess Servicing Fee Right" shall mean, with respect to each Mortgage Loan
(and successor REO Mortgage loan), the right to receive Excess Servicing Fees.

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

     "Exemption-Favored Party" shall mean, with respect to any Class of
Certificates (other than the Class R and Class V Certificates) that is
investment grade rated by at least one Rating Agency, any of (i) CSFBC, (ii) any
Person directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with CSFBC, 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.


                                      -28-

<PAGE>


     "Fair Value" shall mean, with respect to any Specially Designated Defaulted
Mortgage Loan, the amount that, in the Special Servicer's reasonable judgment,
would be realized in connection with a sale of such 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 or REO Property (other than a Mortgage Loan that is paid
in full and other than a Mortgage Loan or REO Property, as the case may be, that
is repurchased or replaced by a Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement, purchased or replaced by the Column
Performance Guarantor pursuant to the Column Performance Guarantee, or purchased
by the Master Servicer, the Special Servicer or any Certificateholder(s) of a
Controlling Class 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.

     "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.

     "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(d).

     "Granite Portfolio Mortgage Loan" shall mean the Mortgage Loan secured by a
Mortgage on the Granite Portfolio Property.

     "Granite Portfolio Property" shall mean the Mortgaged Property identified
on the Mortgage Loan Schedule as the Granite Portfolio.

     "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 either of Grantor Trust V or Grantor Trust
R.

     "Grantor Trust R" shall mean the Grantor Trust designated as such in
Section 2.17(b).

     "Grantor Trust V" shall mean the Grantor Trust designated as such in
Section 2.17(a).


                                      -29-

<PAGE>


     "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 Loans.

     "Group A-CP REMIC IV Regular Interests" shall mean, collectively, REMIC IV
Regular Interest A-CP-A-3-2, REMIC IV Regular Interest A-CP-B, REMIC IV Regular
Interest A-CP-C, REMIC IV Regular Interest A-CP-D, REMIC IV Regular Interest
A-CP-E, REMIC IV Regular Interest A-CP-F and REMIC IV Regular Interest A-CP-G.

     "Group A-X REMIC IV Regular Interests" shall mean, collectively, REMIC IV
Regular Interest A-X-A-1, REMIC IV Regular Interest A-X-A-2, REMIC IV Regular
Interest A-X-A-3-1, REMIC IV Regular Interest A-X-A-3-2, REMIC IV Regular
Interest A-X-B, REMIC IV Regular Interest A-X-C, REMIC IV Regular Interest
A-X-D, REMIC IV Regular Interest A-X-E, REMIC IV Regular Interest A-X-F, REMIC
IV Regular Interest A-X-G, REMIC IV Regular Interest A-X-H, REMIC IV Regular
Interest A-X-J, REMIC IV Regular Interest A-X-K, REMIC IV Regular Interest
A-X-L, REMIC IV Regular Interest A-X-M, REMIC IV Regular Interest A-X-N, REMIC
IV Regular Interest A-X-O, REMIC IV Regular Interest A-X-P, REMIC IV Regular
Interest A-X-Q and REMIC IV Regular Interest A-X-NW-SUB.

     "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
("PCBs"), 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.

     "Independent" shall mean, when used with respect to any specified Person,
any such Person who (i) is in fact independent of the Depositor, each Mortgage
Loan Seller, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent, the Controlling Class Representative for either Sub-Pool 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, either Mortgage
Loan Seller, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent, the Controlling Class Representative for either Sub-Pool or any Affiliate
thereof, and (iii) is not connected with the Depositor, either Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent, any Controlling Class Representative for either Sub-Pool 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, either Mortgage Loan
Seller, the Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent, the Controlling Class Representative for either Sub-Pool 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, such Mortgage Loan Seller, the
Master Servicer, the Special Servicer, the Trustee, such Fiscal Agent, such
Controlling Class Representative or any such Affiliate thereof, as the case may
be.


                                      -30-

<PAGE>


     "Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to REMIC I (or, solely, for purposes of
the Granite Portfolio Mortgage Loan, the Loan REMIC) within the meaning of
Section 856(d)(3) of the Code if REMIC I (or the Loan REMIC) 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 Pool Balance" shall mean the aggregate Cut-off Date Principal
Balance of all the Original Mortgage Loans.

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

     "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 Trust 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 the 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);


                                      -31-

<PAGE>


          (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 REMIC III Regular Interest, for any Interest
     Accrual Period, the meaning assigned thereto in Section 2.14(g);

          (e) with respect to any Group A-X REMIC IV Regular Interest or Group
     A-CP REMIC IV Regular Interest, for any Distribution Date, the meaning
     assigned thereto in Section 2.16(g); and

          (e) with respect to any Class of REMIC IV Regular Interest
     Certificates, for any Interest Accrual Period, the meaning assigned thereto
     in Section 2.16(g).

     "Interest Accrual Basis" shall mean the basis on which interest accrues in
respect of any Mortgage Loan, the Loan REMIC Regular Interest, any REMIC I
Regular Interest, any REMIC II Regular Interest, any REMIC III Regular Interest,
any Group A-X REMIC IV Regular Interest, any Group A-CP REMIC IV Regular
Interest or any Class of REMIC IV 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 the Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II Regular Interest,
any REMIC III Regular Interest, any Group A-X REMIC IV Regular Interest, any
Group A-CP REMIC IV Regular Interest or any Class of REMIC IV Regular Interest
Certificates, for any Distribution Date, the calendar month immediately
preceding the month in which such Distribution Date occurs.

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

     "Interest Reserve Account" shall mean the segregated account created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for the
Certificateholders, which shall be entitled "Wells Fargo Bank Minnesota, N.A.
[or the name of any successor Trustee], as Trustee, in trust for the registered
holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2001-CK6, Interest Reserve Account".

     "Interest Reserve Amount" shall mean, with respect to each Interest Reserve
Mortgage Loan and each Distribution Date that occurs during the month of
February of 2002 and each year thereafter or during the month of January of 2002
and each year thereafter that is not a leap year, an amount equal to one-day's
interest at the related Net Mortgage Rate on the Stated Principal Balance of
such Interest Reserve Mortgage 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 Bel Alliance GT 2 Portfolio Loan or
any successor REO Mortgage Loan, such Stated Principal Balance reduced (to not
less than zero) by the Class Principal Balance of the Class GT2 Certificates),
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 Mortgage Loan" shall mean any Actual/360 Mortgage Loan
(or successor REO Mortgage Loan).


                                      -32-

<PAGE>


     "Interested Person" shall mean any party hereto, any Mortgage Loan Seller,
any Certificateholder, or any Affiliate of any such Person.

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

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

     "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.

     "KeyBank Mortgage Loan" shall mean any Mortgage Loan that is either an
Original KeyBank Mortgage Loan or a Replacement Mortgage Loan that was delivered
under the KeyBank Mortgage Loan Purchase Agreement in substitution for an
Original KeyBank Mortgage Loan.

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

     "KRECM" shall mean KeyCorp Real Estate Capital Markets, Inc. or any
successor in interest.

     "Late Collections" shall mean: (a) with respect to any Mortgage Loan, all
amounts received by or on behalf of the Trust thereon 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 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 December 2001, and not previously recovered; and (b) with respect to
any REO Mortgage Loan, all amounts received by or on behalf of the Trust 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 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 Mortgage Loan due or deemed due on a Due Date in a previous
Collection Period, and not previously recovered.

     "Latest Possible Maturity Date" shall mean, with respect to the Loan REMIC
Regular Interest, any REMIC I Regular Interest, any REMIC II Regular Interest,
any REMIC III Regular Interest, any Group A-X REMIC IV Regular Interest, any
Group A-CP REMIC IV Regular Interest or any Class of REMIC IV 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).


                                      -33-

<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) such
Mortgage Loan is repurchased or replaced by a Mortgage Loan Seller pursuant to
the related 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) such Mortgage Loan is purchased
by the Class GT2 Directing Certificateholder pursuant to Section 3.27, by the
Special Servicer, any Certificateholder(s) of a Controlling Class or any
assignee of the foregoing pursuant to Section 3.18 or by the Master Servicer,
the Special Servicer or any Certificateholder(s) of the Controlling Class for
Sub-Pool No. 1 pursuant to Section 3.18 or Section 9.01, or (v) such 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 REO Mortgage 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
Certificateholder(s) of the Controlling Class for Sub-Pool No. 1 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 Section 3.18
(including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

     "Liquidation Fee" shall mean, with respect to each Specially Serviced
Mortgage Loan or REO Property (other than any Specially Serviced Mortgage Loan
or REO Property that is (i) purchased by the Special Servicer, any
Certificateholder(s) of a Controlling Class or any assignee of the foregoing
pursuant to Section 3.18, (ii) purchased by the Class GT2 Directing
Certificateholder pursuant to Section 3.27, (iii) purchased by the Master
Servicer, the Special Servicer or any Certificateholder(s) of the Controlling
Class for Sub-Pool No. 1 pursuant to Section 9.01, (iv) acquired by the Sole
Certificateholder(s) in exchange for all of the Certificates pursuant to Section
9.01, (v) repurchased or replaced 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 a Material Document Defect, by a Mortgage Loan
Seller pursuant to the related Mortgage Loan Purchase Agreement or by the Column
Performance Guarantor pursuant to the Column Performance Guarantee or (vi) in
the case of the Granite Portfolio Mortgage Loan, otherwise purchased by Column
pursuant to the Column Mortgage Loan Purchase Agreement), the fee designated as
such and payable to the Special Servicer pursuant to the third paragraph of
Section 3.11(c).

     "Liquidation Fee Rate" shall mean, with respect to each Specially Serviced
Mortgage Loan or REO Property as to which a Liquidation Fee is payable, 1.0%.

     "Liquidation Proceeds" shall mean all cash amounts (other than Insurance
Proceeds, Condemnation Proceeds and REO Revenues) actually received by the Trust
in connection with: (i) the


                                      -34-

<PAGE>


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 Mortgage Loan by the Special
Servicer, any Certificateholder(s) of a Controlling Class or any assignee of the
foregoing pursuant to Section 3.18; (iv) the repurchase of a Mortgage Loan by a
Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement,
the purchase of a Column Mortgage Loan by the Column Performance Guarantor
pursuant to the Column Performance Guarantee or the purchase of the Bel Alliance
GT 2 Portfolio Loan by the Class GT2 Directing Certificateholder pursuant to
Section 3.27; (v) the substitution of one or more Replacement Mortgage Loans for
a Deleted Mortgage Loan by a Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement or by the Column Performance Guarantor pursuant
to the Column Performance Guarantee (such cash amounts being any Substitution
Shortfall Amounts); (vi) the purchase of a Mortgage Loan or REO Property by the
Master Servicer, the Special Servicer or any Certificateholder(s) of the
Controlling Class for Sub-Pool No. 1 pursuant to Section 9.01; or (viii) the
acquisition of any 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 any payments to the Trust by a Mortgage Loan Seller or the Column
Performance Guarantor as contemplated by the second paragraph of Section
2.03(b), 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(d).

     "Loan REMIC" shall mean the 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 the Loan REMIC issued hereunder and designated
as a "regular interest" in the Loan REMIC. The 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 the 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 the Loan REMIC,
issued pursuant to this Agreement.

     "LOC Cash Reserve" shall have the meaning assigned thereto in the
definition of "Mortgage File".

     "Loss Reimbursement Amount" shall mean:

          (a) with respect to the 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 the Loan REMIC Regular Interest on all prior Distribution Dates,
     if any;


                                      -35-

<PAGE>


          (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;

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

          (e) 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, for either Sub-Pool, 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 for such Sub-Pool as
of such date of determination.

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

     "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 the commencement of business 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 (xviii) 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.

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


                                      -36-

<PAGE>


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

     "Master Servicing Fee Rate" shall mean, with respect to each Mortgage Loan
and any successor REO Mortgage Loan, the rate per annum specified with respect
to such Mortgage Loan under the heading "Servicing and Trustee Fees" in the
Mortgage Loan Schedule, minus the Trustee Fee Rate.

     "Material Breach" shall mean: (a) with respect to any Mortgage Loan, any
Breach that materially and adversely affects the value of, or the interests of
any Certificateholder in, such Mortgage Loan or the value of the related
Mortgaged Property; and (b) with respect to any REO Property, any Breach that
materially and adversely affects the value of, or the interests of any
Certificateholder in, such REO Property.

     "Material Document Defect" shall mean: (a) with respect to any Mortgage
Loan, any Document Defect that materially and adversely affects the value of, or
the interests of any Certificateholder in, such Mortgage Loan or the value of
the related Mortgaged Property; 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 Mortgage Loan.

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

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

     "Modified Mortgage Loan" shall mean any 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 Mortgage Loan);

          (b) except as expressly contemplated by the related loan documents,
     results in a release of the lien of the Mortgage on any material portion of
     the related Mortgaged Property without a corresponding Principal Prepayment
     in an amount, 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 Mortgage Loan or materially
     reduces the likelihood of timely payment of amounts due thereon.


                                      -37-

<PAGE>


     "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 Mortgage Loan, subject to
Sections 1.05 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 2001-CK6, without
          recourse", or in blank, and further showing a complete, unbroken chain
          of endorsement from the originator (if such originator is other than
          the related Mortgage Loan Seller); 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 and of any intervening
          assignments thereof that precede the assignment referred to in clause
          (iv) of this definition, in each case (unless, as evidenced by a
          written certification from the related Mortgage Loan Seller, 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


                                      -38-

<PAGE>


          thereof that precede the assignment referred to in clause (v) of this
          definition, in each case (unless, as evidenced by a written
          certification from the related Mortgage Loan Seller, 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 2001-CK6, in recordable form (except
          for any missing recording information with respect to such Mortgage);

     (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 2001-CK6, in recordable
          form (except for any missing recording information with respect to
          such Assignment of Leases);

     (vi) originals or copies of any written assumption, modification, written
          assurance and substitution agreements in those instances where the
          terms or provisions of the Mortgage or Mortgage Note have been
          modified or the Mortgage Loan has been assumed, in each case (unless,
          as evidenced by a written certification from the related Mortgage Loan
          Seller, 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 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 Mortgage Loan or in favor of any assignee prior to
          the Trustee (but only to the extent the related Mortgage Loan Seller
          had possession of such UCC Financing Statements prior to the Closing
          Date) and, if there is an effective UCC Financing Statement in favor
          of the related Mortgage Loan Seller on record with the applicable
          public office for UCC Financing Statements, an original UCC-2 or
          UCC-3, as appropriate, in form suitable for filing, 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 2001-CK6 or in blank;

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


                                      -39-

<PAGE>


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

   (xiii) if the related Mortgaged Property is a hospitality property, a copy
          of the franchise agreement, if any, and the most recent franchise
          comfort letter, if any;

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; and provided, further, that the
Mortgage File for any Mortgage Loan need not include any Letter of Credit
referred to in item (xi) of this definition if, in lieu thereof, the related
Mortgage Loan Seller has, on behalf of the related Borrower, either (1)
delivered to the Trustee a substitute letter of credit, in the same amount and
with the same draw conditions and renewal rights as, and otherwise substantially
similar to, that Letter of Credit and issued by an obligor that meets any
criteria in the related Mortgage Loan Documents applicable to the issuer of that
Letter of Credit or (2) delivered to the Master Servicer a cash reserve in an
amount equal to the amount of that Letter of Credit (the "LOC Cash Reserve"),
which substitute letter of credit can be drawn on, or which cash reserve can be
applied to cover, the same items as that Letter of Credit was intended to cover.

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

     "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.

     "Mortgage Loan Purchase Agreement" shall mean any of the Column Mortgage
Loan Purchase Agreement and the KeyBank Mortgage Loan Purchase Agreement.

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

     (i)  the Mortgage Loan number;

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


                                      -40-

<PAGE>


    (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 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 Balloon Mortgage Loan, the original and remaining
          amortization term;

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

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

     (x)  whether such Mortgage Loan provides for defeasance;

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

    (xii) whether the related Mortgaged Property is a hospitality property;

   (xiii) the name of the Mortgage Loan Seller;

    (xiv) the name of the originator;

     (xv) the Interest Accrual Basis;

    (xvi) the Administrative Fee Rate; and

   (xvii) the applicable Sub-Pool.

     "Mortgage Loan Seller" shall mean Column or KeyBank.

     "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 Mortgage Loans and any successor REO
Mortgage Loans, collectively, as of any particular date of determination.

     "Mortgage Rate" shall mean, with respect to any Mortgage Loan (and any
successor REO Mortgage Loan), the annualized rate at which interest is scheduled
(in the absence of a default) to accrue


                                      -41-

<PAGE>


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 each of the ARD Mortgage Loans, 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. With respect to any Cross-Collateralized 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 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 Mortgage Loans during the related Collection
Period, exceeds (b) the amount of the Compensating Interest Payment 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, with respect to any Mortgage Loan or REO
Mortgage 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.

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


                                      -42-

<PAGE>


funds), exceeds the aggregate of all interest and other income realized during
such Collection Period in connection with the investment of such funds for the
benefit of the Master Servicer or the Special Servicer, 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 an Affiliate of the Master Servicer or
the Special Servicer, as applicable.

     "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, with respect to any Mortgage Loan (or
successor REO Mortgage Loan), the rate per annum equal to (a) the related
Mortgage Rate minus (b) the related Administrative Fee Rate and, in the case of
an ARD Mortgage Loan after its Anticipated Repayment Date, the related Post-ARD
Additional Interest Rate.

     "New Lease" shall mean any lease of an REO Property entered into at the
direction of the Special Servicer, including any lease renewed, modified or
extended on behalf of the Certificateholders, if the Special Servicer has the
right to renegotiate the terms of such lease.

     "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), any
P&I Advance previously made or to be made in respect of any Mortgage Loan or any
REO Mortgage Loan that, as determined by the Master Servicer or, if applicable,
the Trustee or any Fiscal Agent, in its reasonable judgment, based on at least
an Appraisal conducted within the twelve months preceding any such
determination, will not be ultimately recoverable from late payments, Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on
or in respect of such Mortgage Loan.

     "Nonrecoverable Servicing Advance" shall mean, as evidenced by the
Officer's Certificate and supporting documentation contemplated by Section
3.11(h), any Servicing Advance previously made or to be made in respect of a
Mortgage Loan or REO Property that, as determined by the Master Servicer, the
Special Servicer or, if applicable, the Trustee or any Fiscal Agent, in its
reasonable judgment, based on at least an Appraisal conducted within the twelve
months preceding any such determination, will not be ultimately recoverable from
late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds
or any other recovery on or in respect of such Mortgage 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-X, Class A-CP, Class F,


                                      -43-

<PAGE>


Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class NW-SUB, Class GT2, Class V and Class R 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.

     "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 either Grantor Trust Pool as a Grantor Trust for taxation purposes,
shall be Independent of the Depositor, each Mortgage Loan Seller, 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 Column Mortgage Loans" shall have the meaning assigned thereto in
the Preliminary Statement to this Agreement.

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

     "Original 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.

     "Outstanding Sub-Pool No. 1 Diverted Amount" shall have the meaning
assigned thereto in Section 1.04(a).

     "Outstanding Sub-Pool No. 2 Diverted Amount" shall have the meaning
assigned thereto in Section 1.04(b).

     "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 Mortgage Loan or REO Mortgage
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.


                                      -44-

<PAGE>


     "Pass-Through Rate" shall mean the per annum rate at which interest accrues
in respect of any Class of REMIC IV Regular Interest Certificates during any
Interest Accrual Period, as set forth in or otherwise calculated in accordance
with Section 2.16(f).

     "Percentage Interest" shall mean: (a) with respect to any REMIC IV 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 V or Class R Certificate, the percentage
interest in distributions to be made with respect to the relevant Class, as
stated on the face of such Certificate.

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

     "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
          S&P;

    (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 S&P;

     (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 S&P;

     (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 S&P; or


                                      -45-

<PAGE>


     (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);

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, (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 (D) no investment described
hereunder may have an "r" highlighter or other comparable qualifier attached to
its S&P rating; 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 or a Disqualified Non-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.

     "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 ARD Mortgage Loan at the Post-ARD Additional Interest Rate (the
payment of which interest shall, under the


                                      -46-

<PAGE>


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.

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

     "Prepayment Interest Excess" shall mean, with respect to any 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 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, 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 or any successor REO Mortgage
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 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.

     "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


                                      -47-

<PAGE>


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 Certificates" shall mean, collectively, the Class A-P&I
Certificates and the Subordinate Principal Balance Certificates.

     "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.

     "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
December 19, 2001, 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 Mortgage Loan (or REO
Property), a cash price equal to the aggregate of (a) the outstanding principal
balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date
of purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or the
related REO Mortgage 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
a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement
or by the Column Performance Guarantor pursuant to the Column Performance
Guarantee, (i) all related Special Servicing Fees, Workout 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 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


                                      -48-

<PAGE>


Trustee in trust for the Certificateholders and the related Mortgage Loan
Seller, 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
2001-CKN5, and [name of the related Mortgage Loan Seller], 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 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 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 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 Mortgage Loan; (iv) is
accruing interest on the same Interest Accrual Basis as the Defective 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 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 Mortgage
Loan as of the Closing Date; (vii) has comparable prepayment restrictions to
those of the Defective 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 Mortgage
Loan set forth in or made pursuant to the related 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 Mortgage Loan, then all such proposed Replacement Mortgage Loans
shall, in the aggregate, satisfy the requirement specified in clause (i) of this
definition and each such proposed Replacement 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 Mortgage Loan unless (x) such prospective Replacement Mortgage
Loan shall be acceptable to the Controlling Class Representative for the
applicable Sub-Pool (or, if there is no such Controlling Class Representative
then serving, to the Holders of Certificates representing a majority of the
Voting Rights allocated to the Controlling Class for the applicable Sub-Pool),
in its (or their) absolute sole discretion, and (y) each Rating Agency shall
have confirmed in writing to the Trustee that such


                                      -49-

<PAGE>


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 party (i.e., the related Mortgage Loan Seller) or the Column
Performance Guarantor effecting the substitution).

     "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 August 2036.

     "Rating Agency" shall mean either of Moody's and S&P.

     "Realized Loss" shall mean:

          (1) with respect to each defaulted Mortgage Loan as to which a Final
     Recovery Determination has been made, or with respect to any successor REO
     Mortgage 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 Mortgage Loan or REO Mortgage 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 Mortgage Loan or REO Mortgage
     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 an ARD Mortgage Loan after its
     Anticipated Repayment Date, Post-ARD Additional Interest, minus (c) all
     payments and proceeds, if any, received in respect of such Mortgage Loan or
     REO Mortgage 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 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 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 an
     ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional
     Interest) so canceled; and

          (3) with respect to each defaulted 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 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.


                                      -50-

<PAGE>


     "Recording Omission" shall mean, with respect to any Mortgage Loan, any
Material Document Defect that exists, as of any date coinciding with or
following June 27, 2003, as a result of the omission from the Mortgage File for
such 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 the related Mortgage Loan Seller 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 Mortgage Loan
as to which there exists a Recording Omission as of June 27, 2003, a letter of
credit in the amount of 25% of the then outstanding principal amount of such
Mortgage Loan and otherwise satisfying the criteria set forth in the related
Mortgage Loan Purchase Agreement.

     "Recording Omission Reserve" shall mean, with respect to any Mortgage Loan
as to which there exists a Recording Omission as of June 27, 2003, a cash
deposit in the amount of 25% of the then outstanding principal amount of such
Mortgage Loan.

     "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 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 temporary 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 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 the date that is 40 days following the Closing
Date.

     "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


                                      -51-

<PAGE>


interest" in REMIC I. The REMIC I Regular Interests have the designations and
terms provided for in Section 2.10.

     "REMIC I Regular Interest GT2-1" shall mean the REMIC I Regular Interest
that bears the designation "GT2-1".

     "REMIC I Regular Interest GT2-2" shall mean the REMIC I Regular Interest
that bears the designation "GT2-2".

     "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.

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

     "REMIC II Regular Interest A/H-NW" shall mean the REMIC II Regular Interest
that bears the designation "A/H-NW".

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

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

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

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

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

     "REMIC II Regular Interest NW-SUB" shall mean the REMIC II Regular Interest
that bears the designation "NW-SUB".


                                      -52-

<PAGE>


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

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

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

     "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 pursuant to 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" shall mean any of the separate
non-certificated beneficial ownership interests in REMIC III issued hereunder
and, in each such case, designated as a "regular interest" in REMIC III. The
REMIC III Regular Interests have the designations and terms provided for in
Section 2.14.

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

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

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

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

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

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

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

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


                                      -53-

<PAGE>


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

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

     "REMIC III Regular Interest GT2" shall mean the REMIC III Regular Interest
that bears the designation "GT2".

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

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

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

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

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

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

     "REMIC III Regular Interest NW-SUB" shall mean the REMIC III Regular
Interest that bears the designation "NW-SUB".

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

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

     "REMIC III Regular Interest Q" shall mean the REMIC III Regular Interest
that bears the designation "Q".

     "REMIC III Remittance Rate" shall mean the per annum rate at which interest
accrues in respect of any 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 IV" shall mean the segregated pool of assets designated as such in
Section 2.16(a).


                                      -54-

<PAGE>


     "REMIC IV Regular Interest A-CP-A-3-2" shall mean the "regular interest" in
REMIC IV that bears the designation "A-CP-A-3-2".

     "REMIC IV Regular Interest A-CP-B" shall mean the "regular interest" in
REMIC IV that bears the designation "A-CP-B".

     "REMIC IV Regular Interest A-CP-C" shall mean the "regular interest" in
REMIC IV that bears the designation "A-CP-C".

     "REMIC IV Regular Interest A-CP-D" shall mean the "regular interest" in
REMIC IV that bears the designation "A-CP-D".

     "REMIC IV Regular Interest A-CP-E" shall mean the "regular interest" in
REMIC IV that bears the designation "A-CP-E".

     "REMIC IV Regular Interest A-CP-F" shall mean the "regular interest" in
REMIC IV that bears the designation "A-CP-F".

     "REMIC IV Regular Interest A-CP-G" shall mean the "regular interest" in
REMIC IV that bears the designation "A-CP-G".

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

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

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

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

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

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

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

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

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


                                      -55-

<PAGE>


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

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

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

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

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

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

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

     "REMIC IV Regular Interest A-X-NW-SUB" shall mean the "regular interest" in
REMIC IV that bears the designation "A-X-NW-SUB".

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

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

     "REMIC IV Regular Interest A-X-Q" shall mean the "regular interest" in
REMIC IV that bears the designation "A-X-Q".

     "REMIC IV Regular Interest Certificates" shall mean, collectively, the
Interest Only Certificates and the Principal Balance Certificates.

     "REMIC IV Remittance Rate" shall mean the per annum rate at which interest
accrues in respect of any Group A-X REMIC IV Regular Interest or Group A-CP
REMIC IV Regular Interest during any Interest Accrual Period, as set forth in or
otherwise calculated in accordance with Section 2.16(f).

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

     "REMIC Pool" shall mean any of the Loan REMIC, REMIC I, REMIC II, REMIC III
or REMIC IV.

     "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


                                      -56-

<PAGE>


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, but not an asset of either 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.

     "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
"Midland Loan Services, Inc. [or the name of any successor Special Servicer], as
Special Servicer, on behalf of Wells Fargo Bank Minnesota, N.A. [or the name of
any successor Trustee], in trust for the registered holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass Through
Certificates, Series 2001-CK6, 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 Mortgage Loan" shall mean the mortgage loan deemed for purposes hereof
to be outstanding with respect to each REO Property. Each REO Mortgage 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 Mortgage Loan (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan or the
Trust's acquisition of the subject REO Property). Each REO Mortgage 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 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 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 Mortgage Loan as of the date of the related
REO Acquisition, shall be deemed to continue to be due and owing in respect of
an REO Mortgage 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 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 an REO Mortgage Loan.

     "REO Property" shall mean a Mortgaged Property acquired by or otherwise on
behalf of the Trust for the benefit of the Certificateholders through
foreclosure, acceptance of a deed in lieu of


                                      -57-

<PAGE>


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 Mortgage Loan" shall mean any mortgage loan that is
substituted by a Mortgage Loan Seller or the Column Performance Guarantor for a
Defective 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 Mortgage Loan
(and any successor REO Mortgage Loan) as to which an Appraisal Trigger Event has
occurred; provided that a 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 Mortgage Loan has become a Corrected Mortgage
Loan and no other Servicing Transfer Event or Appraisal Trigger Event has
occurred with respect thereto during the preceding three months.

     "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
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.

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

     "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.


                                      -58-
<PAGE>


     "Restricted Servicer Reports" shall mean each of the CMSA Servicer Watch
List, the CMSA Operating Statement Analysis Report, the CMSA NOI Adjustment
Worksheet, CMSA Financial File and the CMSA Comparative Financial Status Report.

     "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 Depository 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.

     "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest. If neither such rating
agency nor any successor remains in existence, "S&P" 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 Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, 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 S&P, be deemed to
refer to such applicable rating category of S&P, without regard to any plus or
minus or other comparable rating qualification.

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

     "Senior Certificates" shall mean, collectively, the Class A-1, Class A-2,
Class A-3, Class A-X and Class A-CP 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 Uncertificated Principal Balance of REMIC II
Regular Interest A/H and REMIC II Regular Interest A/H-NW that will be
outstanding immediately following such Distribution Date, plus (b) the lesser of
(i) Class A/H Principal Distribution Amount for such Distribution Date and (ii)
the portion of the Class A/H 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 after a
default, delinquency or other unanticipated event has occurred, 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),


                                      -59-
<PAGE>


(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 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 Mortgage Loan or REO Property pursuant to
any provision of this Agreement or (C) costs or expenses expressly required
under this Agreement to be borne by the Master Servicer or Special Servicer.

     "Servicing Fees" shall mean, with respect to any Mortgage Loan or REO
Mortgage 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
Trustee and 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 Return Date" shall mean, with respect to any Corrected Mortgage
Loan, the date that servicing thereof is returned by the Special Servicer to the
Master Servicer pursuant to Section 3.21(a).

     "Servicing Standard" shall mean, with respect to each of the Master
Servicer and the Special Servicer, to service and administer the Mortgage Loans
and REO Properties for which it is responsible hereunder: (a) with the same
care, skill, prudence and diligence as is normal and usual in its general
mortgage servicing and REO property management activities on behalf of third
parties or on behalf of itself, whichever is higher, with respect to mortgage
loans and REO properties that are comparable to those for which it is
responsible hereunder, giving due consideration to customary and usual standards
of practice of prudent institutional commercial mortgage loan servicers used
with respect to mortgage loans and REO properties comparable to those for which
it is responsible hereunder; (b) with a view to the timely collection of all
scheduled payments of principal and interest under the




                                      -60-
<PAGE>



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 (including payments of Prepayment Premiums and Yield
Maintenance Charges), the maximization of the recovery on such Mortgage Loan to
the Certificateholders (as a collective whole) on a present value basis (the
relevant discounting of anticipated collections that will be distributable to
Certificateholders to be performed at the related Net Mortgage Rate); and (c)
without regard to: (i) any relationship that the Master Servicer (or any
Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the
case may be, may have with the related Borrower or with any other party to this
Agreement; (ii) the ownership of any Certificate by the Master Servicer (or any
Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the
case may be; (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 any Affiliate
thereof) or the Special Servicer (or any Affiliate thereof), as the case may be,
to receive reimbursement of costs, or the sufficiency of any compensation
payable to it, hereunder or with respect to any particular transaction; (vi) any
obligation that the Master Servicer or Special Servicer, as the case may be, or
any of its affiliates, may have to cure a Breach or a Document Defect or to
repurchase or replace a Defective Mortgage Loan; (vii) any ownership, servicing
and/or management by the Master Servicer (or any Affiliate thereof) or the
Special Servicer (or any Affiliate thereof), as the case may be, of any other
mortgage loans or real property; or (viii) 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.

     "Servicing Transfer Event" shall mean, with respect to any 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, in the case of the Bel Alliance GT 2 Portfolio Loan, by the
     Class GT2 Directing Certificateholder pursuant to Section 3.27) for the
     following time periods--(i) except in the case of a delinquent Balloon
     Payment, for 60 days beyond the date on which the subject payment was due,
     (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
     related Mortgage Loan, or (ii) such default is likely to remain unremedied
     (including, in the case of the Bel Alliance GT 2 Portfolio Loan, by the
     Class GT2 Certificateholder pursuant to Section 3.27) for at least the
     period contemplated by clause (a) of this definition; or



                                      -61-
<PAGE>


          (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 Mortgage Loan, which default
     has continued unremedied (including, in the case of the Bel Alliance GT 2
     Portfolio Loan, by the Class GT2 Certificateholder pursuant to Section
     3.27) for the applicable cure period under the terms of the 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.

A Servicing Transfer Event with respect to any 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 such 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 clause (c) 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.



                                      -62-
<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 Reserve Account" shall mean a segregated custodial account or
accounts created and maintained by the Master Servicer, pursuant to Section
2.03(d), on behalf of the Trustee in trust for the Certificateholders and the
related Mortgage Loan Seller, 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 2001-CK6, and [name of the related Mortgage Loan Seller],
Special Reserve Account".

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

     "Special Servicing Fee" shall mean, with respect to each Specially Serviced
Mortgage Loan and each REO Mortgage Loan, the fee designated as such and payable
to the Special Servicer pursuant to the first paragraph of Section 3.11(c).

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

     "Specially Designated Defaulted Mortgage Loan" shall mean a Specially
Serviced 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 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 Mortgage Loan, subject to Sections 1.05 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) solely in the case of a Sub-Pool No. 1 Mortgage Loan an original
     or a copy of the Mortgage (with or without recording information);

          (iii) solely in the case of a Sub-Pool No. 1 Mortgage Loan 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 or
     evidenced as binding by escrow letter or closing instructions;

          (iv) solely in the case of a Sub-Pool No. 1 Mortgage Loan an original
     or copy of any Ground Lease; and



                                      -63-
<PAGE>



          (v) solely in the case of a Sub-Pool No. 1 Mortgage Loan any original
     Letter of Credit constituting Additional Collateral and originals or copies
     of assignment or transfer documents;

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 (v) of this definition unless they
are actually so received; and provided, further, that the Specially Designated
Mortgage Loan Documents for any Sub-Pool No. 1 Mortgage Loan need not include
any Letter of Credit referred to in item (v) of this definition if, in lieu
thereof, the related Mortgage Loan Seller has, on behalf of the related
Borrower, either (1) delivered to the Trustee a substitute letter of credit, in
the same amount and with the same draw conditions and renewal rights as, and
otherwise substantially similar to, that Letter of Credit and issued by an
obligor that meets any criteria in the related Mortgage Loan Documents
applicable to the issuer of that Letter of Credit or (2) delivered to the Master
Servicer a cash reserve in an amount equal to the amount of that Letter of
Credit, which substitute letter of credit can be drawn on, or which cash reserve
can be applied to cover, the same items as that Letter of Credit was intended to
cover.

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

     "SSBI" shall mean Salomon Smith Barney Inc. or its successor in interest.

     "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 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 2002 or any year thereafter, the aggregate of the Interest
Reserve Amounts with respect to the Interest Reserve Mortgage 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, (iii) any Prepayment
Premiums, Yield Maintenance Charges and/or Post-ARD Additional Interest; (iv)
any amounts payable or reimbursable to any Person from the Distribution Account
pursuant to clauses (ii) through (v) of Section 3.05(b), (v) if such
Distribution Date occurs during the month of February of 2002 or any year
thereafter or during the month of January of 2002 or any year thereafter



                                      -64-
<PAGE>


that is not a leap year, the aggregate of the Interest Reserve Amounts with
respect to the Interest Reserve Mortgage Loans to be withdrawn (pursuant to
Section 3.04(c) and Section 3.05(b)(vi)) 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 the Loan REMIC), Section
2.10(a) (in the case of REMIC I), Section 2.12(a) (in the case of REMIC II),
Section 2.14(a) (in the case of REMIC III) or Section 2.16(a) (in the case of
REMIC IV), 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 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 Mortgage Loan
(and any successor REO Mortgage Loan), a principal balance which (a) initially
shall equal the unpaid principal balance thereof as of the related Due Date in
December 2001 or, in the case of any Replacement 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 Mortgage Loan (or
successor REO Mortgage Loan), and (ii) the principal portion of any Realized
Loss incurred in respect of such Mortgage Loan (or successor REO Mortgage Loan)
during the related Collection Period; provided that, if a Liquidation Event
occurs in respect of any Mortgage Loan or REO Property, then the "Stated
Principal Balance" of such Mortgage Loan or of the related REO Mortgage 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 Certificates" shall mean, collectively, the 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 Q, Class NW-SUB, Class GT2 and Class R
Certificates.

     "Subordinate Principal Balance Certificates" shall mean, collectively, all
of the Subordinate Certificates other than the Class R Certificates.

     "Sub-Pool" shall mean Sub-Pool No. 1 and/or Sub-Pool No. 2.

     "Sub-Pool No. 1" shall mean the portion of the Mortgage Pool consisting of
all the Mortgage Loans, identified on the Mortgage Loan Schedule as being part
of Sub-Pool No. 1 and any successor REO Mortgage Loans.



                                      -65-
<PAGE>



     "Sub-Pool No. 1 Available Distribution Amount" shall mean, with respect to
any Distribution Date, subject to adjustment in accordance with Section 1.04,
the portion of the Standard Available Distribution Amount for such Distribution
Date that is attributable to Sub-Pool No. 1. In determining the portion of the
Standard Available Distribution Amount for any Distribution Date that is
attributable to each Sub-Pool, the Trustee shall take into account the total
collections on each Sub-Pool through the related Determination Date, the
aggregate withdrawals specifically relating to such Sub-Pool made or to be made
from the Collection Account, the Distribution Account or any other account
maintained hereunder out of such collections for purposes other than
distributions on the Certificates, the portion of such collections that
represent early collections of Monthly Payments due in a subsequent month and
the portion of any P&I Advances and Compensating Interest Payment made for such
Distribution Date in respect of such Sub-Pool and, further, the Trustee shall
assume that any withdrawals made or to be made from the Collection Account, the
Distribution Account or any other account maintained hereunder out of general
collections on the entire Mortgage Pool for purposes other than distributions on
the Certificates, shall be made from collections on the two Sub-Pools on a pro
rata basis in accordance with the then aggregate Stated Principal Balance of
each Sub-Pool (to the extent that the total funds relating to each Sub-Pool that
are available to cover such withdrawals so permit).

     "Sub-Pool No. 1 Mortgage Loan" shall mean any Mortgage Loan identified on
the Mortgage Loan Schedule as being part of Sub-Pool No. 1.

     "Sub-Pool No. 1 REO Mortgage Loan" shall mean any REO Mortgage Loan that
relates to a Sub-Pool No. 1 Mortgage Loan.

     "Sub-Pool No. 2" shall mean the portion of the Mortgage Pool consisting of
all the Mortgage Loans identified on the Mortgage Loan Schedule as being part of
Sub-Pool No. 2 and any successor REO Mortgage Loans.

     "Sub-Pool No. 2 Available Distribution Amount" shall mean, with respect to
any Distribution Date, subject to adjustment in accordance with Section 1.04,
the portion of the Standard Available Distribution Amount for such Distribution
Date that is attributable to Sub-Pool No. 2. In determining the portion of the
Standard Available Distribution Amount for any Distribution Date that is
attributable to each Sub-Pool, the Trustee shall take into account the total
collections on each Sub-Pool through the related Determination Date, the
aggregate withdrawals specifically relating to such Sub-Pool made or to be made
from the Collection Account, the Distribution Account or any other account
maintained hereunder out of such collections for purposes other than
distributions on the Certificates, the portion of such collections that
represent early collections of Monthly Payments due in a subsequent month and
the portion of any P&I Advances and Compensating Interest Payment made for such
Distribution Date in respect of such Sub-Pool and, further, the Trustee shall
assume that any withdrawals made or to be made from the Collection Account, the
Distribution Account or any other account maintained hereunder out of general
collections on the entire Mortgage Pool for purposes other than distributions on
the Certificates, shall be made from collections on the two Sub-Pools on a pro
rata basis in accordance with the then aggregate Stated Principal Balance of
each Sub-Pool (to the extent that the total funds relating to each Sub-Pool that
are available to cover such withdrawals so permit).

     "Sub-Pool No. 2 Mortgage Loan" shall mean any Mortgage Loan identified on
the Mortgage Loan Schedule as being part of Sub-Pool No. 2.



                                      -66-
<PAGE>



     "Sub-Pool No. 2 REO Mortgage Loan" shall mean any REO Mortgage Loan that
relates to a Sub-Pool No. 2 Mortgage Loan.

     "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 Mortgage Loans for any Defective
Mortgage Loan, the amount, if any, by which the Purchase Price for such
Defective 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 Mortgage Loan(s).

     "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
                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 represents the principal portion of a Monthly Payment due
                on or before the related Due Date in December 2001 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
                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,



                                      -67-
<PAGE>


          (iii) all Insurance Proceeds, Condemnation Proceeds and Liquidation
                Proceeds received by or on behalf of the Trust with respect to
                any of the Mortgage Loans during the related Collection Period
                that were identified and applied as recoveries of principal of
                such 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
                December 2001 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 REO Mortgage 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 December 2001 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 Mortgage Loans and any REO Mortgage 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.

     "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).

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

     "Trustee's Fee Rate" shall mean 0.0025% 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



                                      -68-
<PAGE>


Accounts and any Recording Omission Reserves and Recording Omission Credits
delivered by any Mortgage Loan Seller or the Column Performance Guarantor to the
Master Servicer as contemplated by Section 2.03.

     "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 the Loan REMIC Regular Interest (calculated in
accordance with Section 2.08(a) hereof), any REMIC I Regular Interest
(calculated in accordance with Section 2.10(e) hereof), any REMIC II Regular
Interest (calculated in accordance with Section 2.12(e) hereof) or any REMIC III
Regular Interest (calculated in accordance with Section 2.14(e) hereof).

     "Underwriters" shall mean, collectively, CSFBC, McDonald and SSBI.

     "Underwriter Exemption" shall mean PTE 89-90, as amended by PTE 97-34 and
PTE 2000-58, 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 III
Regular Interest pursuant to Section 4.04(b), the Uncertificated Principal
Balance of any REMIC II Regular Interest pursuant to Section 4.04(c), the
Uncertificated Principal Balance of any REMIC I Regular Interest pursuant to
Section 4.04(d) or the Uncertificated Principal Balance of the Loan REMIC
Regular Interest pursuant to Section 4.04(e).

     "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 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 each 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.



                                      -69-
<PAGE>



     "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 or Class V Certificates.

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

     "Workout Fee" shall mean, with respect to each Corrected Mortgage Loan, the
fee designated as such and payable to the Special Servicer pursuant to the
second paragraph of Section 3.11(c).

     "Workout Fee Rate" shall mean, with respect to each Corrected Mortgage
Loan, 1.0%.

     "Yield Maintenance Certificates" shall mean the Class A-1, Class A-2, Class
A-3, 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 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) the terms defined 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;



                                      -70-
<PAGE>



          (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 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 or allocable to any particular Mortgage
     Loan (whether or not such Mortgage Loan constitutes part of 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 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 an ARD
     Mortgage Loan after its Anticipated Repayment Date, that constitutes
     Post-ARD Additional Interest; third, as a recovery of principal of such
     Mortgage Loan then due and owing, including by reason of acceleration of
     the Mortgage Loan following a default thereunder (or, if a Liquidation
     Event has occurred in respect of such 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 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 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 Mortgage Loan; seventh, as a recovery
     of any Default Charges then due and owing under such Mortgage Loan; eighth,
     as a recovery of any assumption fees and modification fees then due and
     owing under such Mortgage Loan; ninth, as a recovery of any other amounts
     then due and owing under such Mortgage Loan other than remaining unpaid
     principal and, in the case of an ARD Mortgage Loan after its Anticipated
     Repayment Date, other than Post-ARD Additional Interest; tenth, as a
     recovery of any remaining principal of such Mortgage Loan to the extent of
     its entire remaining unpaid principal balance; and, eleventh, in the case
     of an ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery
     of accrued and unpaid Post-ARD Additional Interest on such ARD Mortgage
     Loan to but not including the date of receipt by or on behalf of the Trust.



                                      -71-
<PAGE>


          (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) 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 REO Mortgage Loan
     to, but not including, the Due Date in the Collection Period of receipt, by
     or on behalf of the Trust exclusive, however, of any portion of such
     accrued and unpaid interest that constitutes Default Interest or, in the
     case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its
     Anticipated Repayment Date, that constitutes Post-ARD Additional Interest;
     third, as a recovery of principal of the related REO Mortgage 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 REO Mortgage Loan; fifth, as a recovery of any
     Default Charges deemed to be due and owing in respect of the related REO
     Mortgage Loan; sixth, as a recovery of any other amounts deemed to be due
     and owing in respect of the related REO Mortgage Loan (other than, in the
     case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its
     Anticipated Repayment Date, accrued and unpaid Post-ARD Additional
     Interest); and seventh, in the case of an REO Mortgage Loan that relates to
     an ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery of
     any accrued and unpaid Post-ARD Additional Interest on such REO Mortgage
     Loan to but not including the date of receipt by or on behalf of the Trust.

          (c) For the purposes of this Agreement, Post-ARD Additional Interest
     on an ARD Mortgage Loan or a successor REO Mortgage 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 Mortgage 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 Mortgage Loan or REO
     Property and allocable to shared fees and shared charges owing in respect
     of such Mortgage Loan or the related REO Mortgage Loan, 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. Diversion of Funds Between Sub-Pools.

          (a) If and to the extent that any Additional Trust Fund Expense, or
     portion thereof, that is related to Sub-Pool No. 2 has been, at any time
     since the Closing Date, withdrawn from collections related to Sub-Pool No.
     1 on deposit in the Collection Account, the Distribution Account or any
     other account established hereunder because the collections relating to
     Sub-Pool No. 2 were insufficient to pay such Additional Trust Fund Expense
     or portion thereof and such payment could not



                                      -72-
<PAGE>


     be delayed until sufficient collections relating to Sub-Pool No. 2 were
     available, then the party hereunder maintaining such account (assuming such
     party is not the Trustee) shall notify the Trustee of such payment, and the
     Trustee shall keep a running record of each such payment (each such
     payment, until reimbursed in accordance with the following sentence, an
     "Outstanding Sub-Pool No. 1 Diverted Amount"). If and to the extent that
     there are subsequent collections relating to Sub-Pool No. 2 on deposit in
     the Distribution Account that would otherwise constitute part of the
     Sub-Pool No. 2 Available Distribution Amount for any Distribution Date, the
     Trustee shall, to the maximum extent possible, reduce the Sub-Pool No. 2
     Available Distribution Amount for such Distribution Date and increase the
     Sub-Pool No. 1 Available Distribution Amount for such Distribution Date by
     the aggregate of all Outstanding Sub-Pool No. 1 Diverted Amounts then
     existing.

          (b) If and to the extent that any Additional Trust Fund Expense, or
     portion thereof, that is related to Sub-Pool No. 1 has been, at any time
     since the Closing Date, withdrawn from collections related to Sub-Pool No.
     2 on deposit in the Collection Account, the Distribution Account or any
     other account established hereunder because the collections relating to
     Sub-Pool No. 1 were insufficient to pay such Additional Trust Fund Expense
     or portion thereof and such payment could not be delayed until sufficient
     collections relating to Sub-Pool No. 1 were available, then the party
     hereunder maintaining such account (assuming such party is not the Trustee)
     shall notify the Trustee of such payment, and the Trustee shall keep a
     running record of each such payment (each such payment, until reimbursed in
     accordance with the following sentence, an "Outstanding Sub-Pool No. 2
     Diverted Amount"). If and to the extent that there are subsequent
     collections relating to Sub-Pool No. 1 on deposit in the Distribution
     Account that would otherwise constitute part of the Sub-Pool No. 1
     Available Distribution Amount for any Distribution Date, the Trustee shall,
     to the maximum extent possible, reduce the Sub-Pool No. 1 Available
     Distribution Amount for such Distribution Date and increase the Sub-Pool
     No. 2 Available Distribution Amount for such Distribution Date by the
     aggregate of all Outstanding Sub-Pool No. 2 Diverted Amounts then existing.

          (c) The Master Servicer shall, for so long as it is consistent with
     the Servicing Standard, delay in making any payments with respect to
     Sub-Pool No. 1 from collections on Sub-Pool No. 2 and/or any payments with
     respect to Sub-Pool No. 2 from collections on Sub-Pool No. 1.

     SECTION 1.05. Cross-Collateralized Mortgage Loans.

     Notwithstanding anything herein to the contrary, it is hereby acknowledged
that the groups of Mortgage Loans identified on the Mortgage Loan Schedule as
being cross-collateralized with each other are, in the case of each such
particular group of Mortgage Loans, 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 Mortgage Loan (or successor REO Mortgage Loan), the
Mortgaged Property (or REO Property) that relates or corresponds thereto shall
be the property identified in the 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 1.05; 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 Mortgage Loans in such
Cross-Collateralized Group, then the inclusion of the original of such document
in the Mortgage File for any of the Mortgage Loans constituting such
Cross-



                                      -73-
<PAGE>


Collateralized Group shall be deemed an inclusion of such original in the
Mortgage File for each such Mortgage Loan.






                                      -74-
<PAGE>



                                   ARTICLE II



          CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
            ORIGINAL ISSUANCE OF LOAN REMIC REGULAR INTEREST, REMIC I
        REGULAR INTERESTS, REMIC II REGULAR INTERESTS, REMIC III REGULAR
           INTERESTS, GROUP A-X REMIC IV REGULAR INTERESTS, GROUP A-CP
            REMIC IV REGULAR INTERESTS, LOAN REMIC RESIDUAL INTEREST,
        REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST, REMIC III
         RESIDUAL INTEREST, REMIC IV RESIDUAL INTEREST AND CERTIFICATES


     SECTION 2.01. Conveyance of 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 2001-CK6". 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 Mortgage Loans, all payments under and proceeds of such 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 Mortgage Loans in December 2001), 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 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 and, if established, the REO
     Account, 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
     Mortgage Loans pursuant to the Designated Sub-Servicer Agreements.

     Upon the sale of Certificates representing at least 10% of the aggregate
Certificate Principal Balance 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 Column Mortgage Loans from Column, pursuant to the
Column Mortgage Loan Purchase Agreement, as a purchase of such Mortgage Loans
from Column; (ii) its acquisition of the Original KeyBank Mortgage Loans from
KeyBank, pursuant to the KeyBank Mortgage Loan Purchase Agreement, as a purchase
of such Mortgage Loans from KeyBank; and (iii) its transfer of the Original
Mortgage Loans to the Trustee, pursuant to this Section 2.01(b), as a sale of
such Mortgage Loans to the Trustee. In connection with the foregoing, upon the
sale of Certificates representing at least 10% of the aggregate Certificate
Principal Balance 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 Mortgage




                                      -75-
<PAGE>


Loans to the Trust under GAAP, the Depositor shall at all times following the
Closing Date 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 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 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 the Mortgage Loans.

          (c) The conveyance of the Original 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 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 Mortgage Loans subject hereto from time to time, all
     principal and interest received on or with respect to such Mortgage Loans
     after the Closing Date (other than scheduled payments of interest and
     principal due and payable on such Mortgage Loans on or prior to the related
     Due Date in December 2001 or, in the case of a Replacement 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 and, if
     established, the REO Account, 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 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
     Form UCC-1 financing statement substantially in the form attached as
     Exhibit J 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.



                                      -76-
<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 Mortgage Loan Seller, at such Mortgage Loan
     Seller's expense, pursuant to the related Mortgage Loan Purchase Agreement,
     to deliver to and deposit with, or cause to be delivered to and deposited
     with, the Trustee 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 Mortgage Loan acquired by the Depositor
     from such Mortgage Loan Seller. In addition, with respect to each 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 the related Mortgage Loan Seller,
     subject to the next paragraph, 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, to the Trustee the related Mortgage Loan
     Seller's rights as the beneficiary thereof and drawing party thereunder.
     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.

     Notwithstanding the foregoing, if any Mortgage Loan Seller is unable to
deliver any Letter of Credit constituting Additional Collateral for any of its
Original Mortgage Loans, then that Mortgage Loan Seller may, in lieu thereof,
deliver on behalf of the related Borrower, to be used for the same purposes as
such missing Letter of Credit either: (i) a substitute instrument substantially
comparable to, but in all cases in the same amount and with the same draw
conditions and renewal rights as, that Letter of Credit and issued by an obligor
that meets any criteria in the related Mortgage Loan Documents applicable to the
issuer of that Letter of Credit; or (ii) a cash reserve in an amount equal to
the amount of that Letter of Credit. For purposes of the delivery requirements
of this Section 2.01, any such substitute instrument shall be deemed to be
Additional Collateral of the type covered by the prior paragraph of this Section
2.01(d) and any such cash reserve shall be deemed to be Reserve Funds of the
type covered by Section 2.01(f).

          (e) As soon as reasonably possible, and in any event within 45 days
     after the later of (i) the Closing Date (or, in the case of a Replacement
     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-2 and UCC-3 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-2 and UCC-3 shall reflect
     that the filed copy thereof or an appropriate receipt therefor, as
     applicable, should be returned to the Trustee following filing; 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 certified copy of the recorded original.
     At such time as such assignments, UCC-2s, UCC-3s 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 the related Mortgage




                                      -77-
<PAGE>



     Loan Seller to prepare or cause to be prepared promptly, pursuant to the
     related 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 any Mortgage Loan Seller 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
     Representatives. Each Mortgage Loan Seller shall be responsible for paying
     the reasonable fees and out-of-pocket expenses of the Trustee in connection
     with the above-referenced recording and filing of documents insofar as it
     relates to the Original Mortgage Loans acquired by the Depositor from such
     Mortgage Loan Seller, all as more particularly provided for in the related
     Mortgage Loan Purchase Agreement.

          (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 each Mortgage Loan Seller, at such Mortgage Loan
     Seller's expense, pursuant to the related Mortgage Loan Purchase Agreement,
     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 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 subject Mortgage Loan in
     the possession or under the control of such Mortgage Loan Seller that
     relate to the Original Mortgage Loans transferred by it to the Depositor
     and, to the extent they are not required to be a part of a Mortgage File
     for any such Original Mortgage Loan, originals or copies of all documents,
     certificates and opinions in the possession or under the control of such
     Mortgage Loan Seller that were delivered by or on behalf of the related
     Borrowers in connection with the origination of such Original Mortgage
     Loans (provided, however, that such Mortgage Loan Seller shall not be
     required to deliver any attorney-client privileged communication or any
     other documents or materials prepared by it 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
     such Mortgage Loan Seller that relate to the Original Mortgage Loans
     transferred by such Mortgage Loan Seller to the Depositor. 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.

          (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 Group Environmental
     Insurance Policy (and, if not included in the Servicing File for the
     subject Mortgage Loan, any other Environmental Insurance Policy) acquired
     by the Depositor or an Affiliate of the Depositor.

     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 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



                                      -78-
<PAGE>


     portions of the Mortgage Files, and that it holds and will hold the
     Original Mortgage Loans and such other assets, together with any other
     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. 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 and the
     Mortgage Loan Sellers that, as to each Original Mortgage Loan, except as to
     any LOC Cash Reserve and except as specifically identified in the Schedule
     of Exceptions to Mortgage File Delivery attached hereto as Exhibit B-2, (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 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, if such state level UCC
Financing Statement was not filed on the national form, one local UCC Financing
Statement filing in the county of each 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" will be delivered in form suitable for filing and
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,
     and (ii) the date on which all the affected Mortgage Loans are removed from
     the Trust Fund), the Trustee or a Custodian on its behalf shall review the
     documents delivered to it or such Custodian with respect to each Original
     Mortgage Loan, and the Trustee shall, subject to Sections 1.05, 2.02(c) and
     2.02(d), certify in writing (substantially in the form of Exhibit B-3) to
     each of the other parties hereto, the Mortgage Loan Sellers and the
     Controlling Class Representatives that, as to each Original Mortgage Loan
     then subject to this Agreement (except as to any LOC Cash Reserve and
     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), and 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);



                                      -79-
<PAGE>




     (iii) all documents received by it or any Custodian with respect to such
     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 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 Mortgage Loan Schedule with
     respect to the items specified in clause (ii) of the definition of
     "Mortgage Loan Schedule" (exclusive of zip code) accurately reflects the
     information set forth in the related Mortgage File.

     If a Mortgage Loan Seller or the Column Performance Guarantor substitutes a
Replacement Mortgage Loan for any Defective 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
Mortgage Loan, and the Trustee shall deliver a certification comparable to that
described in the prior paragraph, in respect of such Replacement 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, and (ii) the date on which such Replacement Mortgage Loan is
removed from the Trust Fund).

          (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 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 the related Mortgage Loan
     Seller 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
     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 Mortgage Loans by
                   the Mortgage Loan Sellers 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
     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



                                      -80-
<PAGE>


     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 Mortgage Loan, the Trustee shall notify the Controlling Class
     Representative for the affected Sub-Pool, the Depositor, the related
     Mortgage Loan Seller and the Column Performance Guarantor (if a Column
     Mortgage Loan is involved).

     If necessary, the Trustee shall request each Mortgage Loan Seller to comply
with the second paragraph of Section 2(c) of the related Mortgage Loan Purchase
Agreement with respect to any Document Defect or other deficiency in a Mortgage
File relating to an Original Mortgage Loan transferred by such Mortgage Loan
Seller to the Depositor. If the Trustee becomes aware of any failure on the part
of any Mortgage Loan Seller 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 Mortgage Loan, the Master Servicer
     shall (and the Special Servicer may) notify the related Mortgage Loan
     Seller and, if the affected Mortgage Loan is a Column Mortgage Loan, the
     Column Performance Guarantor in writing of such Material Document Defect or
     Material Breach, as the case may be, and direct the related Mortgage Loan
     Seller and, if the affected Mortgage Loan is a Column Mortgage Loan, the
     Column Performance Guarantor 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 with respect to any Sub-Pool No. 1 Mortgage Loan, 15 days) from
     the receipt by the related Mortgage Loan Seller and, if the affected
     Mortgage Loan is a Column Mortgage Loan, the Column Performance Guarantor,
     of such notice (or any earlier discovery by the related Mortgage Loan
     Seller of the subject Material Document Defect or Material Breach, as the
     case may be) (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(d) below, repurchase the affected
     Mortgage Loan (as, if and to the extent required by the related Mortgage
     Loan Purchase Agreement or the Column Performance Guarantee, as
     applicable), at the applicable Purchase Price; provided that if the related
     Mortgage Loan Seller or, alternatively, if the affected Mortgage Loan is a
     Column Mortgage Loan, the Column Performance Guarantor 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
     Mortgage Loan is or, as of the Closing Date, 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 the related Mortgage Loan Seller or, alternatively, if the
     affected Mortgage Loan is a Column Mortgage Loan, the Column Performance
     Guarantor 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 the related
     Mortgage Loan Seller or, alternatively, if the affected Mortgage Loan is a
     Column Mortgage Loan, the Column Performance Guarantor is pursuing in
     connection with the cure of such Material Document Defect or Material
     Breach, as the case may be, and (v) that the related Mortgage Loan Seller
     or, alternatively, if the affected Mortgage Loan is a Column Mortgage Loan,
     the Column Performance Guarantor anticipates that such Material Document
     Defect or Material Breach, as the case may be, will be cured within an
     additional period equal to any such 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 for the applicable Sub-Pool), then the related Mortgage Loan
     Seller and, if the affected Mortgage Loan is a Column Mortgage Loan, the
     Column Performance Guarantor, shall have an additional period equal to any
     such



                                      -81-
<PAGE>


     applicable Resolution Extension Period to complete such correction or cure
     (or, upon failure to complete such correction or cure, to repurchase the
     affected 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 Mortgage Loan Seller and, if the
     affected Mortgage Loan is a Column Mortgage Loan, the Column Performance
     Guarantor, 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 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 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 related Mortgage Loan Purchase Agreement or the
     Column Performance Guarantee, as applicable, and this Agreement. If any
     Mortgage Loan is to be repurchased or replaced as contemplated by this
     Section 2.03, the Master Servicer shall designate its 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 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 a Mortgage Loan Seller set forth in,
or made pursuant to, Section 4(b) or 4(d) of the related Mortgage Loan Purchase
Agreement relating to whether or not the Mortgage Loan Documents or any
particular Mortgage Loan Document 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 shall (and the Special
Servicer may) direct the related Mortgage Loan Seller in writing to wire
transfer to the Collection Account, within 90 days of such Mortgage Loan
Seller'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 related Mortgage Loan Seller shall be deemed to have cured such
Breach in all respects. Provided 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 neither the related Mortgage Loan Seller nor, if the
affected Mortgage Loan is a Column Mortgage Loan, the Column Performance
Guarantor shall be obligated to repurchase or otherwise cure such Breach 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
     Mortgage Loan or a Material Document Defect with respect to any Sub-Pool
     No. 2 Mortgage Loan, 90 days;

          (ii) for purposes of remediating a Material Document Defect with
     respect to any Sub-Pool No. 1 Mortgage Loan that is and remains a
     Performing 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 the related Mortgage Loan Seller's receipt 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 Sub-Pool
     No. 1 Mortgage Loan subsequent to the end of such Initial Resolution
     Period;



                                      -82-
<PAGE>



          (iii) for purposes of remediating a Material Document Defect with
     respect to any Sub-Pool No. 1 Mortgage Loan that is a Performing 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) the related Mortgage Loan Seller's receipt 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 Sub-Pool No. 1 Mortgage Loan that is a Specially Serviced
     Mortgage Loan as of the commencement of the applicable Initial Resolution
     Period, zero (-0-) days, except that, if the related Mortgage Loan Seller
     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 involving a Specially Designated Mortgage Loan Document for any Sub-Pool
No. 1 Mortgage Loan; and provided, further, that if a Material Document Defect
exists with respect to any Mortgage Loan, and if the related Mortgage Loan
Seller or the Column Performance Guarantor, as the case may be, 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 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 Mortgage Loan as
such price may increase over time (the total amount of cash delivered to the
Master Servicer with respect to any 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 Mortgage
Loan is no longer outstanding and part of the Trust Fund and (iii) if such
Mortgage Loan becomes a Specially Serviced 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 with respect to a Sub-Pool No. 1 Mortgage Loan, and if
the related Mortgage Loan Seller or the Column Performance Guarantor, as the
case may be, delivers to the Master Servicer a Purchase Price Security Deposit
equal to 25% of the outstanding principal balance of the subject Sub-Pool No. 1
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 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
Mortgage



                                      -83-
<PAGE>


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 Mortgage Loan, to cover
any Realized Loss related thereto; and (iii) if the related Mortgage Loan Seller
(or, if it is the party that delivered the subject Purchase Price Security
Deposit, the Column Performance Guarantor) 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 Mortgage Loan (except where a
Purchase Price Security Deposit equal to 25% of the outstanding principal
balance of the subject 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 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 Mortgage Loan. Any amounts
withdrawn by the Master Servicer from the Purchase Price Security Deposit
Account for any Mortgage Loan shall be deposited by the Master Servicer into its
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 related Mortgage Loan
Seller (or, if it is the party that delivered such amount, the Column
Performance Guarantor) may obtain a release of the Purchase Price Security
Deposit for any Mortgage Loan (net of any amounts payable therefrom as
contemplated by the first sentence of this paragraph) upon such 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. Any such repurchase or replacement of a Mortgage Loan shall
be on a whole loan, servicing released basis.

     If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased or replaced by a Mortgage Loan
Seller or the Column Performance Guarantor as contemplated by this Section 2.03,
then, prior to the subject repurchase or substitution, the Master Servicer shall
use its reasonable efforts, subject to the terms of the affected 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 Mortgage Loans in such
Cross-Collateralized Group that are to be repurchased or replaced, on the one
hand, and the remaining Mortgage Loans therein, on the other hand, such that
those two groups of Mortgage Loans are each secured only by the Mortgaged
Properties identified in the Mortgage Loan Schedule as directly corresponding
thereto; provided that no such termination shall be effected unless and until
the related Mortgage Loan Seller or the Column Performance Guarantor, as
applicable, delivers to the Trustee and the Master Servicer (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 either Grantor Trust Pool, (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 (iii) written consent
from the Controlling Class Representative for the applicable Sub-Pool (which
consent may be given or withheld in its sole discretion); and provided, further,
that the related Mortgage Loan Seller or the



                                      -84-
<PAGE>



Column Performance Guarantor, as applicable, 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 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
Mortgage Loans cannot be terminated as contemplated by the prior paragraph for
any reason (including, but not limited to, the failure of the related Mortgage
Loan Seller or the Column Performance Guarantor, as the case may be, to satisfy
any of the conditions set forth in the first proviso to the first sentence of
the prior paragraph), and if the related Mortgage Loan Seller or the Column
Performance Guarantor, as the case may be, has not elected to purchase the
entire affected Cross-Collateralized Group, then the affected
Cross-Collateralized Group will be treated as a single Mortgage Loan for
purposes of (i) determining whether the subject Breach or Document Defect is a
Material Breach or a Material Document Defect, as the case may be, and (ii)
applying remedies, including repurchase and substitution.

     Whenever one or more mortgage loans are substituted for a Defective
Mortgage Loan by a Mortgage Loan Seller or the Column Performance Guarantor as
contemplated by this Section 2.03, the Master Servicer shall direct the 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 Mortgage Loan as contemplated by this Section 2.03 if the Mortgage
Loan to be replaced is the Bel Alliance GT 2 Portfolio Loan or if the Mortgage
Loan to be replaced was itself a Replacement Mortgage Loan, in which case,
absent a cure of the relevant Material Breach or Material Document Defect, the
affected Mortgage Loan will be required to be repurchased as contemplated
hereby. Monthly Payments due with respect to each Replacement 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 December 2001 and on or prior to the related date of substitution,
shall be part of the Trust Fund. Monthly Payments due with respect to each
Replacement 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
party effecting the related substitution promptly following receipt.

     If the related Borrower seeks the release of all or any portion of the
Mortgaged Property for the Granite Portfolio Mortgage Loan from the lien of the
related Mortgage in exchange for the delivery of cash to be held by the Trust as
additional collateral until the end of the related prepayment lock-out period,
all in accordance with the related Mortgage Loan Documents, and if such release
would



                                      -85-
<PAGE>



result in the aggregate appraised value of the remaining Mortgaged Property
(based on the appraisal(s) obtained in connection with the origination of the
Granite Portfolio Mortgage Loan) being less than 80% of the then outstanding
principal balance of the Granite Portfolio Mortgage Loan, then the Master
Servicer shall direct Column and the Column Performance Guarantor that they must
repurchase the Granite Portfolio Mortgage Loan at the Purchase Price prior to
the occurrence of such release, such repurchase to be on a whole loan, servicing
released basis. The Master Servicer shall designate the Collection Account as
the account to which such Purchase Price shall be wired.

     In connection with any repurchase of the Granite Portfolio Mortgage Loan as
contemplated by this Section 2.03(b), the Trustee shall effect a "qualified
liquidation" of the Loan REMIC in accordance with the REMIC Provisions.

     If any Mortgage Loan is to be repurchased or replaced by a Mortgage Loan
Seller or the Column Performance Guarantor as contemplated by this Section 2.03,
the Master Servicer shall direct such Mortgage Loan Seller or the Column
Performance Guarantor, as the case may be, to amend the Mortgage Loan Schedule
to reflect the removal of any Deleted Mortgage Loan and, if applicable, the
substitution of the related Replacement Mortgage Loan(s); and, upon its receipt
of such amended Mortgage Loan Schedule, the Master Servicer shall deliver or
cause the delivery of such amended Mortgage Loan Schedule to the other parties
hereto. Upon any substitution of one or more Replacement Mortgage Loans for a
Deleted Mortgage Loan, such Replacement 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 Mortgage Loan Seller or the Column
Performance Guarantor 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) for any Mortgage Loan repurchased or
     replaced by the related Mortgage Loan Seller or the Column Performance
     Guarantor, 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 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 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 Mortgage Loan(s). In
     connection with any such repurchase or substitution by the related Mortgage
     Loan Seller or the Column Performance Guarantor, 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



                                      -86-
<PAGE>


     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 the related Mortgage Loan Seller or the Column
     Performance Guarantor 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 Mortgage Loan.

          (d) If, on or after June 27, 2003, any Mortgage Loan Seller or the
     Column Performance Guarantor receives notice of a Material Document Defect
     with respect to any of its Mortgage Loans, which Material Document Defect
     constitutes a Recording Omission, then such Mortgage Loan Seller or the
     Column Performance Guarantor, as the case may be, may, with the written
     consent of the Controlling Class Representative for the applicable
     Sub-Pool, which consent may be granted or withheld in its sole discretion,
     and written confirmation from each Rating Agency that the following
     arrangement will not result in an Adverse Rating Event with respect to any
     Class of Rated Certificates, in lieu of repurchasing or replacing such
     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 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
     related 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 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 any Mortgage Loan
     Seller or the Column Performance Guarantor with respect to any Mortgage
     Loan shall be released to such Mortgage Loan Seller or the Column
     Performance Guarantor, as the case may be, by the Master Servicer upon the
     earlier of (i) the curing of all Recording Omissions with respect to such
     Mortgage Loan and (ii) the removal of such 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 Account shall be governed by the terms of the respective
     Mortgage Loan Purchase Agreements.

          (e) If the Mortgage Loan Seller disputes that a Material Document
     Defect or Material Breach exists with respect to a 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
     Mortgage Loan from the Trust or (iii) to replace such Mortgage Loan with a
     Qualifying Substitute Mortgage Loan, each in accordance with the related
     Mortgage Loan Purchase Agreement, then provided that (i) at least the
     applicable Initial Resolution Period has expired and (ii) the Mortgage Loan
     is then in default and is then



                                      -87-
<PAGE>


     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 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 (it being understood and agreed that the
     foregoing is not intended to otherwise delay the actions of the Special
     Servicer with respect to a Specially Serviced Mortgage Loan).

     The related Mortgage Loan Seller 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 the related Mortgage Loan Seller, the
related Mortgage Loan Seller shall then have the right to repurchase such REO
Property from the Trust at a purchase price equal to the amount of such offer.
The related Mortgage Loan Seller 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 Mortgage Loan Seller with the
most recent appraisal or other third-party reports relating to such REO Property
within its possession to enable the related Mortgage Loan Seller to evaluate
such REO Property. Any sale of a Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of an REO Property, to a Person other than the related
Mortgage Loan Seller shall be (i) without recourse of any kind (either expressed
or implied) by such Person against the related Mortgage Loan Seller or, if
applicable, the Column Performance Guarantor and (ii) without representation or
warranty of any kind (either expressed or implied) by the related Mortgage Loan
Seller or, if applicable, the Column Performance Guarantor 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 Mortgage Loan or REO Property) shall not prejudice any claim against
the related Mortgage Loan Seller for repurchase of the subject Mortgage Loan or
REO Property. The provisions of this Section 2.03 regarding remedies against the
related Mortgage Loan Seller for a Material Breach or Material Document Defect
with respect to any Mortgage Loan shall also apply to the related REO Property.

     If the related Mortgage Loan Seller fails to correct or cure the Material
Document Defect or Material Breach or purchase the REO Property, then the
provisions above regarding notice of offers related to such REO Property and the
related Mortgage Loan Seller's right to purchase such REO Property shall apply.
If a court of competent jurisdiction issues a final order that the related
Mortgage Loan Seller is or was obligated to repurchase the related Mortgage Loan
or REO Property or the related Mortgage Loan Seller 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
Mortgage Loan Seller 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
Mortgage Loan Seller); provided that the prevailing party in such action shall
be entitled to recover all costs, fees and expenses (including reasonable
attorneys' fees) related thereto.

          (f) The related Mortgage Loan Purchase Agreement and, in the case of
     Column Mortgage Loans, the Column Performance Guarantee provide the sole
     remedies available to the Certificateholders, or the Trustee on their
     behalf, respecting any Breach or Document Defect. If, in connection with
     any unremedied Material Breach or Material Document Defect, a Mortgage Loan
     Seller



                                      -88-
<PAGE>


     (or, in the case of a Column Mortgage Loan, each of Column and the Column
     Performance Guarantor) defaults on its obligations to repurchase or
     replace, to post cash or a letter of credit with respect to, or to
     reimburse the Trust for certain costs and expenses relating to, any
     Mortgage Loan as contemplated by this Section 2.03, the Master Servicer
     shall (and the Special Servicer may) promptly notify the Trustee, and the
     Trustee shall notify the Certificateholders. Thereafter, the Master
     Servicer shall (and the Special Servicer may) 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) is notified or otherwise becomes aware of a default on the part
     of any Mortgage Loan Seller in respect of its obligations under the second
     paragraph of Section 2(c) of the related Mortgage Loan Purchase Agreement,
     the Master Servicer shall (and the Special Servicer may) also take such
     actions on behalf of the Trust with respect to the enforcement of such
     obligations of such Mortgage Loan Seller), 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(f), including, reasonable attorney's fees and expenses, to the extent
     not collected from the related Mortgage Loan Seller or the Column
     Performance Guarantor 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 Mortgage
     Loan.

     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 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



                                      -89-
<PAGE>


          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 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 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 Mortgage Loans to the Trustee, pursuant to Section 2.01(b).

               (x) After giving effect to its transfer of the Original 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.

               (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,



                                      -90-
<PAGE>


          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 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 Mortgage Loan as was transferred to
          it by the related Mortgage Loan Seller 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 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 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.

               (xvi) Except for any actions that are the express responsibility
          of another party hereunder or under any 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 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 Delaware,
          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.

               (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 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.



                                      -91-
<PAGE>



               (iii) The Master Servicer has the full corporate 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 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 the
          outcome of which, in the Master Servicer's reasonable judgment, would
          prohibit the Master Servicer from entering into this Agreement or
          that, in the Master Servicer's 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 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.



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<PAGE>



          (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 Delaware,
          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 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 corporate 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.

               (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 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



                                      -93-
<PAGE>


          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 the
          outcome of which, in the Special Servicer's reasonable judgment, would
          prohibit the Special Servicer from entering into this Agreement or
          that, in the Special Servicer's 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:

               (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


                                      -94-
<PAGE>



          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.

               (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.



                                      -95-
<PAGE>



     SECTION 2.08. Creation of the Loan REMIC; Issuance of the Loan REMIC
                   Regular Interest and the Loan REMIC Residual Interest;
                   Certain Matters Involving the Loan REMIC

          (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
     the "Loan REMIC": (i) the Granite Portfolio Mortgage Loan and any
     Replacement Mortgage Loan substituted for the Granite Portfolio Mortgage
     Loan, together with (A) all payments under and proceeds of each such
     Mortgage Loan received while it is part of the Loan REMIC (other than any
     such amounts that constitute scheduled payments of interest and principal
     due on or before the related Due Date in December 2001 or, in the case of a
     Replacement Mortgage Loan, on or before the related date of substitution,
     and exclusive of any such amounts that constitute Excess Servicing Fees),
     and (B) all documents included in the related Mortgage File(s) and
     Servicing File(s) and any related Additional Collateral; (ii) any REO
     Property acquired with respect to the Granite Portfolio Mortgage Loan or
     any Replacement Mortgage Loan substituted for the Granite Portfolio
     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 Granite Portfolio Mortgage
     Loan, any Replacement Mortgage Loan substituted for the Granite Portfolio
     Mortgage Loan or any related REO Property (exclusive of any such amounts
     that constitute Excess Servicing Fees); and (iv) the rights of the
     Depositor under the Column Mortgage Loan Purchase Agreement; and the Column
     Performance Guarantee, with respect to the Granite Portfolio Mortgage Loan,
     any Replacement Mortgage Loan substituted for the Granite Portfolio
     Mortgage Loan or any related REO Property (exclusive of any Recording
     Omission Reserve, Recording Omission Credit and/or Purchase Price Security
     Deposit with respect to the Granite Portfolio Mortgage Loan, any
     Replacement Mortgage Loan substituted for the Granite Portfolio Mortgage
     Loan or any related REO Property delivered by Column or the Column
     Performance Guarantor to the Master Servicer as contemplated by Section
     2.03). The Closing Date is hereby designated as the "Startup Day" of the
     Loan REMIC within the meaning of Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment of the Granite Portfolio Mortgage
     Loan and certain related assets to the Trustee pursuant to Section 2.01(b)
     and in exchange therefor, the Loan REMIC Regular Interest and the Loan
     REMIC Residual Interest shall be issued. Neither the Loan REMIC Residual
     Interest nor the Loan REMIC Regular Interest shall be certificated. The
     Loan REMIC Regular Interest and the Loan REMIC Residual Interest shall
     collectively constitute the entire beneficial ownership of the Loan REMIC.

          (c) The Loan REMIC Regular Interest shall constitute the "regular
     interest" (within the meaning of Section 860G(a)(1) of the Code), and the
     Loan REMIC Residual Interest shall constitute the sole "residual interest"
     (within the meaning of Section 860G(a)(2) of the Code), in the 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 the Loan
     REMIC (within the meaning of Treasury regulation section 1.860D-1(b)(1)).

          (d) The designation for the Loan REMIC Regular Interest shall be the
     identification number for the Granite Portfolio Mortgage Loan set forth in
     the Mortgage Loan Schedule.



                                      -96-
<PAGE>



          (e) The Loan REMIC Regular Interest shall have an Uncertificated
     Principal Balance. As of the Closing Date, the Uncertificated Principal
     Balance of the Loan REMIC Regular Interest shall equal the Cut-off Date
     Principal Balance of the Granite Portfolio Mortgage Loan (as specified in
     the Mortgage Loan Schedule). On each Distribution Date, the Uncertificated
     Principal Balance of the Loan REMIC Regular Interest shall be permanently
     reduced by any distributions of principal deemed made with respect to the
     Loan REMIC Regular Interest on such Distribution Date pursuant to Section
     4.01(n) and, further, by any Unfunded Principal Balance Reduction made with
     respect to the Loan REMIC Regular Interest on such Distribution Date
     pursuant to Section 4.04(e). Except as provided in the preceding sentence,
     the Uncertificated Principal Balance of the 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
     the 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 Loan REMIC Regular Interest.

          (f) The Loan REMIC Regular Interest shall have a Loan REMIC Remittance
     Rate. The Loan REMIC Remittance Rate with respect to the Loan REMIC Regular
     Interest for any Interest Accrual Period shall be calculated as follows:

               (i) if, as of the Closing Date, the Granite Portfolio 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
          Loan REMIC Regular Interest for any Interest Accrual Period shall
          equal the Net Mortgage Rate in effect for the Granite Portfolio
          Mortgage Loan as of the Closing Date; and

               (ii) if, as of the Closing Date, the Granite Portfolio 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 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 Granite Portfolio Mortgage Loan as of
          the Closing Date; provided that, if the subject Interest Accrual
          Period occurs during the month of January of 2002 or any year
          thereafter or during the month of December of 2001 or any year
          thereafter that does not immediately precede a leap year, the Loan
          REMIC Remittance Rate with respect to the Loan REMIC Regular Interest
          for such Interest Accrual Period shall equal (M) the Loan REMIC
          Remittance Rate with respect to the 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 Granite Portfolio Mortgage Loan, any Replacement Mortgage Loan
          that is substituted for the Granite Portfolio Mortgage Loan or any
          successor REO Mortgage 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 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 2002 or any year thereafter, the Loan REMIC
          Remittance Rate with respect to the Loan REMIC Regular Interest for
          such Interest Accrual Period shall equal (S) the Loan REMIC Remittance
          Rate with respect to the Loan REMIC Regular Interest for such Interest
          Accrual Period, calculated without regard to this proviso, plus



                                      -97-
<PAGE>


          (T) a fraction (expressed as a percentage), the numerator of which is
          equal to 12 times any Interest Reserve Amount(s) for the Granite
          Portfolio Mortgage Loan, any Replacement Mortgage Loan that is
          substituted for the Granite Portfolio Mortgage Loan or any successor
          REO Mortgage 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 Loan REMIC Regular Interest
          outstanding immediately prior to the related Distribution Date.

               (g) The Loan REMIC Regular Interest shall bear interest, and such
          interest shall commence accruing on December 1, 2001. 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 the Loan REMIC Regular Interest for such Interest Accrual
          Period on the Uncertificated Principal Balance of the Loan REMIC
          Regular Interest outstanding immediately prior to the related
          Distribution Date. The total amount of such interest accrued with
          respect to the Loan REMIC Regular Interest during each Interest
          Accrual Period (herein referred to as the "Interest Accrual Amount"
          with respect to the Loan REMIC Regular Interest for such Interest
          Accrual Period) shall equal 1/12 of the product of (i) the Loan REMIC
          Remittance Rate with respect to the Loan REMIC Regular Interest for
          such Interest Accrual Period, multiplied by (ii) the Uncertificated
          Principal Balance of the Loan REMIC Regular Interest outstanding
          immediately prior to the related Distribution Date. The portion of the
          Interest Accrual Amount with respect to the Loan REMIC Regular
          Interest for any Interest Accrual Period that shall be distributable
          to REMIC I, as the holder of the Loan REMIC Regular Interest, on the
          related Distribution Date pursuant to Section 4.01(n), shall be an
          amount (herein referred to as the "Current Interest Distribution
          Amount" with respect to the Loan REMIC Regular Interest for the
          related Distribution Date) equal to (i) the Interest Accrual Amount
          with respect to the 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 Granite Portfolio
          Mortgage Loan or any Replacement Mortgage Loan that is substituted for
          the Granite Portfolio Mortgage Loan. If the entire Current Interest
          Distribution Amount with respect to the Loan REMIC Regular Interest
          for any Distribution Date is not deemed distributed to REMIC I, as the
          holder of the Loan REMIC Regular Interest, on such Distribution Date
          pursuant to Section 4.01(n), 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 the
          Loan REMIC Regular Interest for future Distribution Dates. The
          "Carryforward Interest Distribution Amount" with respect to the 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 the 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 the Loan REMIC Regular
          Interest on all such prior Distribution Dates, if any, pursuant to
          Section 4.01(n).

               (h) Solely for purposes of satisfying Treasury regulation section
          1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for the Loan
          REMIC Regular Interest shall be the Rated Final Distribution Date.

               (i) The Loan REMIC Residual Interest shall not have a principal
          balance and shall not bear interest.



                                      -98-
<PAGE>



     SECTION 2.09. Conveyance of the Loan REMIC Regular Interest; Acceptance of
                   the Loan REMIC Regular Interest 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 Loan REMIC Regular Interests to the
Trustee for the benefit of the Holders of the REMIC IV Regular Interest
Certificates and the Class R Certificates. The Trustee acknowledges the
assignment to it of the 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 IV 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 Mortgage Loans that are from time to time subject to
     this Agreement (other than the Mortgage Loan(s) held by the Loan REMIC),
     together with (A) all payments under and proceeds of such Mortgage Loans
     received after the Closing Date or, in the case of any such Mortgage Loan
     that is a Replacement Mortgage Loan, after the related date of substitution
     (other than any such amounts that constitute scheduled payments of interest
     and principal due on or before the respective Due Dates for such Mortgage
     Loans in December 2001 or, in the case of any such Mortgage Loan that is a
     Replacement Mortgage Loan, on or before the related date of substitution,
     and exclusive of any such amounts that constitute Excess Servicing Fees
     and/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 Mortgage Loan
     that is subject to this Agreement from time to time (other than a Mortgage
     Loan held by the 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 with respect to the Mortgage Loans that are
     subject to this Agreement from time to time (other than the Mortgage
     Loan(s) held by the Loan REMIC) and/or any related REO Properties
     (exclusive of any such amounts that constitute Excess Servicing Fees and/or
     Post-ARD Additional Interest); (iv) the rights of the Depositor under the
     respective Mortgage Loan Purchase Agreements and the Column Performance
     Guarantee with respect to the Mortgage Loans that are subject to this
     Agreement from time to time (other than the Mortgage Loan(s) held by the
     Loan REMIC) and/or any related REO Properties (exclusive of any Recording
     Omission Reserves, Recording Omission Credits and/or Purchase Price
     Security Deposits with respect to the Mortgage Loans that are subject to
     this Agreement from time to time (other than the Mortgage Loan(s) held by
     the Loan REMIC) and/or any related REO Properties delivered by a Mortgage
     Loan Seller or the Column Performance Guarantor to the Master Servicer as
     contemplated by Section 2.03); and (v) the Loan REMIC Regular Interest and
     all payments under and proceeds of the Loan REMIC Regular Interest received
     after the Closing Date). 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 to the Trustee of the Original
     Mortgage Loans (exclusive of the Granite Portfolio Mortgage Loan) and
     certain related assets, pursuant to Section



                                      -99-
<PAGE>


     2.01(b), and the assignment to the Trustee of the 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
     separate REMIC I Regular Interests shall be issued with respect to the Bel
     Alliance GT 2 Portfolio Loan, and a single separate REMIC I Regular
     Interest shall be issued with respect to the Loan REMIC Regular Interest
     and each Original Mortgage Loan (besides the Bel Alliance GT 2 Portfolio
     Loan) included in REMIC I. For purposes of this Agreement: (i) the REMIC I
     Regular Interest issued with respect to the Loan REMIC Regular Interest
     shall relate to the Loan REMIC Regular Interest, to the Mortgage Loan(s)
     held by the Loan REMIC and to each REO Mortgage Loan deemed outstanding
     with respect to an REO Property held by the Loan REMIC; and (ii) each other
     REMIC I Regular Interest shall relate to the Original Mortgage Loan in
     respect of which it was issued, to each Replacement Mortgage Loan (if any)
     substituted for such Original Mortgage Loan, and to each REO Mortgage Loan
     deemed outstanding with respect to any REO Property acquired in respect of
     such Original Mortgage Loan or any such Replacement Mortgage Loan. Neither
     the REMIC I Residual Interest nor any of the REMIC I Regular Interests
     shall be certificated. 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 "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 Bel Alliance GT 2 Portfolio Loan shall be "GT2-1" and "GT2-2",
     respectively. The designation for each other REMIC I Regular Interest shall
     be the identification number for the related Original Mortgage Loan set
     forth in the Mortgage Loan Schedule.

          (e) Each REMIC I Regular Interest shall have an Uncertificated
     Principal Balance. As of the Closing Date, the Uncertificated Principal
     Balance of REMIC I Regular Interest GT2-1 shall be $48,981,566, the
     Uncertificated Principal Balance of REMIC I Regular Interest GT2-2 shall be
     $10,000,000, the Uncertificated Principal Balance of the REMIC I Regular
     Interest issued in respect of the Loan REMIC Regular Interest shall equal
     the then Uncertificated Principal Balance of the Loan REMIC Regular
     Interest and the Uncertificated Principal Balance of each other REMIC I
     Regular Interest shall equal the Cut-off Date Principal Balance of the
     related Original Mortgage Loan (as specified in the 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(m) 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(d). 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.



                                     -100-
<PAGE>


          (f) Each REMIC I Regular Interest shall have a REMIC I Remittance
     Rate. With respect to the REMIC I Regular Interest issued in respect of the
     Loan REMIC Regular Interest, the REMIC I Remittance Rate for any Interest
     Accrual Period shall equal the Loan REMIC Remittance Rate in respect of the
     Loan REMIC Regular Interest for such Interest Accrual Period. 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:

               (i) if, as of the Closing Date, the related Original 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
          Mortgage Loan as of the Closing Date; and

               (ii) if, as of the Closing Date, the related Original 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) 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 Original Mortgage Loan as of
          the Closing Date; provided that, in the case of a REMIC I Regular
          Interest (other than REMIC I Regular Interest GT2-2) that corresponds
          to an Interest Reserve Mortgage Loan, if the subject Interest Accrual
          Period occurs during the month of January of 2002 or any year
          thereafter or during the month of December of 2001 or any year
          thereafter that does not immediately precede a leap year, 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 any 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, in the case of a REMIC I Regular Interest (other than
          REMIC I Regular Interest GT2-2) that corresponds to an Interest
          Reserve Mortgage Loan, if the subject Interest Accrual Period occurs
          during the month of February of 2002 or any year thereafter, 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 December 1, 2001. 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



                                     -101-
<PAGE>


     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 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(m), 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 portion of the Net Aggregate Prepayment Interest Shortfall,
     if any, for each Distribution Date that is attributable to the Bel Alliance
     GT 2 Portfolio Loan shall be allocated between REMIC I Regular Interest
     GT2-1 and REMIC I Regular Interest GT2-2) on a pro rata basis in accordance
     with their respective Interest Accrual Amounts for the related Interest
     Accrual Period. For purposes of the foregoing, the portion of the Net
     Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date
     that is attributable to any other Mortgage Loan shall be allocated to the
     REMIC I Regular Interest that relates to such Mortgage Loan. 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(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 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(m).

          (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.

          (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 IV 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



                                     -102-
<PAGE>


and benefit of all present and future Holders of the REMIC IV Regular Interest
Certificates and the 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 12 separate REMIC II Regular Interests. Neither the REMIC II
     Residual Interest nor any of the REMIC II Regular Interests shall be
     certificated. 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/H", A/H-NW", "J", "K", "L",
     "M", "N", "O", "P", "Q", "NW-SUB" and "GT2".


                                     -103-
<PAGE>


     (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:

             Designation of                 Initial Uncertificated
       REMIC II Regular Interest               Principal Balance
       -------------------------               -----------------
                  A/H                            $  850,437,000
                 A/H-NW                          $   42,995,000
                   J                             $   16,025,000
                   K                             $   18,583,000
                   L                             $    6,969,000
                   M                             $    6,969,000
                   N                             $    6,969,000
                   O                             $    4,646,000
                   P                             $    4,646,000
                   Q                             $   13,937,868
                 NW-SUB                          $    4,253,196
                  GT2                            $   10,000,000

     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(l) 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(c). 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 a 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.

     With respect to each of REMIC II Regular Interest A/H, REMIC II Regular
Interest J, REMIC II Regular Interest K, REMIC II Regular Interest L, REMIC II
Regular Interest M, REMIC II Regular Interest N, REMIC II Regular Interest O,
REMIC II Regular Interest P and REMIC II Regular Interest Q, for any Interest
Accrual Period, the REMIC II Remittance Rate shall equal the weighted average,
expressed as a percentage and rounded to ten decimal places, of the respective
REMIC I Remittance Rates in effect during such Interest Accrual Period for all
the REMIC I Regular Interests that relate to Sub-Pool No. 1 (other than REMIC I
Regular Interest GT2-2), weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately
prior to the related Distribution Date.

     With respect to each of REMIC II Regular Interest A/H-NW and REMIC II
Regular Interest NW-SUB, for any Interest Accrual Period, the REMIC II
Remittance Rate shall equal the weighted average, expressed as a percentage and
rounded to ten decimal places, of the respective REMIC I Remittance Rates in
effect during such Interest Accrual Period for all the REMIC I Regular


                                     -104-
<PAGE>


Interests that relate to Sub-Pool No. 2, weighted on the basis of the respective
Uncertificated Principal Balances of such REMIC I Regular Interests outstanding
immediately prior to the related Distribution Date.

     With respect to REMIC II Regular Interest GT2, for any Interest Accrual
Period, the REMIC II Remittance Rate shall equal the REMIC I Remittance Rate in
effect during such Interest Accrual Period for REMIC I Regular Interest GT2-2.

     (g) Each REMIC II Regular Interest shall bear interest, and such interest
shall commence accruing on December 1, 2001. 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(l), 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, any portion of a Net Aggregate Prepayment Interest Shortfall for any
Distribution Date that was allocated to REMIC I Regular Interest GT2-2 pursuant
to Section 2.10(g) shall, in turn, be allocated to REMIC II Regular Interest
GT2, and any remaining portion of a Net Aggregate Prepayment Interest Shortfall
for any Distribution Date that is attributable to Sub-Pool No. 1 shall be
allocated among REMIC II Regular Interest A/H, REMIC II Regular Interest J,
REMIC II Regular Interest K, REMIC II Regular Interest L, REMIC II Regular
Interest M, REMIC II Regular Interest N, REMIC II Regular Interest O, REMIC II
Regular Interest P and REMIC II Regular Interest Q on a pro rata basis in
accordance with their respective Interest Accrual Amounts for the related
Interest Accrual Period. Also for purposes of the foregoing, the portion of a
Net Aggregate Interest Shortfall for any Distribution Date that is attributable
to Sub-Pool No. 2 shall be allocated between REMIC II Regular Interest A/H-NW
and REMIC II Regular Interest NW-SUB 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
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(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 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 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


                                     -105-
<PAGE>


REMIC III with respect to such REMIC II 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 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 IV 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 IV Regular Interest Certificates and the Class R
Certificates.

     SECTION 2.14.  Creation of REMIC III; Issuance of the REMIC III Regular
                    Interests and the REMIC III Residual Interest; 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 REMIC III
Regular Interests and the REMIC III Residual Interest shall be issued. There
shall be 21 separate REMIC III Regular Interests. Neither the REMIC III Residual
Interest nor any of the REMIC III Regular Interests shall be certificated. The
REMIC III Regular Interests and the REMIC III Residual Interest shall
collectively constitute the entire beneficial ownership of REMIC III.

     (c) The REMIC III Regular Interests 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 REMIC III Regular Interests will have the following respective
alphabetic or alphanumeric designations: "A-1", "A-2", "A-3-1", "A-3-2", "B",
"C", "D", "E", "F", "G", "H", "J", "K", "L", "M", "N", "O", "P, "Q", "NW-SUB"
and "GT2".


                                     -106-
<PAGE>


     (e) Each REMIC III Regular Interest shall have an Uncertificated Principal
Balance. The following table sets forth for each REMIC III Regular Interest the
initial Uncertificated Principal Balance thereof:

             Designation of                Initial Uncertificated
       REMIC III Regular Interest             Principal Balance
       --------------------------             -----------------
                  A-1                          $    48,782,000
                  A-2                          $   129,030,000
                 A-3-1                         $   128,921,000
                 A-3-2                         $   450,000,000
                   B                           $    39,057,000
                   C                           $    14,646,000
                   D                           $    26,852,000
                   E                           $    14,647,000
                   F                           $    12,205,000
                   G                           $    14,647,000
                   H                           $    14,645,000
                   J                           $    16,025,000
                   K                           $    18,583,000
                   L                           $     6,969,000
                   M                           $     6,969,000
                   N                           $     6,969,000
                   O                           $     4,646,000
                   P                           $     4,646,000
                   Q                           $    13,937,868
                 NW-SUB                        $     4,253,196
                  GT2                          $    10,000,000

     On each Distribution Date, the Uncertificated Principal Balance of each
REMIC III Regular Interest shall be permanently reduced by any distributions of
principal deemed made with respect to such REMIC III 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 III 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 III
Regular Interest shall not otherwise be increased or decreased. Deemed
distributions to REMIC IV in reimbursement of Unfunded Principal Balance
Reductions with respect to a REMIC III Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the
Uncertificated Principal Balance of such REMIC III Regular Interest.

     (f) Each REMIC III Regular Interest shall have a REMIC III Remittance Rate.

     With respect to each of REMIC III Regular Interest A-1, REMIC III Regular
Interest A-2, REMIC III Regular Interest A-3-1, REMIC III Regular Interest
A-3-2, REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC III
Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest F,
REMIC III Regular Interest G and REMIC III Regular Interest H, for any Interest
Accrual Period, the REMIC III Remittance Rate shall equal the weighted average,
expressed as a


                                     -107-
<PAGE>


percentage and rounded to ten decimal places, of the respective REMIC II
Remittance Rates in effect during such Interest Accrual Period for REMIC II
Regular Interest A/H and REMIC II Regular Interest A/H-NW, weighted on the basis
of the respective Uncertificated Principal Balances of such REMIC II Regular
Interests outstanding immediately prior to the related Distribution Date.

     With respect to each other REMIC III Regular Interest, for any Interest
Accrual Period, the REMIC III Remittance Rate shall equal the REMIC II
Remittance Rate in effect during such Interest Accrual Period for the REMIC II
Regular Interest with the same alphabetic or alphanumeric, as the case may be,
designation as such REMIC III Regular Interest.

     (g) Each REMIC III Regular Interest shall bear interest, and such interest
shall commence accruing on December 1, 2001. In the case of each REMIC III
Regular Interest, such interest shall be calculated on a 30/360 Basis and,
during each Interest Accrual Period, shall accrue at the REMIC III Remittance
Rate with respect to such REMIC III Regular Interest for such Interest Accrual
Period on the Uncertificated Principal Balance of such REMIC III Regular
Interest outstanding immediately prior to the related Distribution Date. The
total amount of such interest accrued with respect to each REMIC III Regular
Interest during each Interest Accrual Period (herein referred to as the
"Interest Accrual Amount" with respect to such REMIC III Regular Interest for
such Interest Accrual Period) shall equal 1/12 of the product of (i) the REMIC
III Remittance Rate with respect to such REMIC III Regular Interest for such
Interest Accrual Period, multiplied by (ii) the Uncertificated Principal Balance
of such REMIC III Regular Interest outstanding immediately prior to the related
Distribution Date. The portion of the Interest Accrual Amount with respect to
any REMIC III Regular Interest for any Interest Accrual Period that shall be
distributable to REMIC IV, as the holder of such REMIC III 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 III Regular Interest for the related Distribution Date) equal to
(i) the Interest Accrual Amount with respect to such REMIC III 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 III Regular Interest. For
purposes of the foregoing, the portion of the Net Aggregate Prepayment Interest
Shortfall, if any, for each Distribution Date that was allocated to REMIC II
Regular Interest A/H and/or REMIC II Regular Interest A/H-NW pursuant to Section
2.12(g) shall, in turn, be allocated among REMIC III Regular Interest A-1, REMIC
III Regular Interest A-2, REMIC III Regular Interest A-3-1, REMIC III Regular
Interest A-3-2, REMIC III Regular Interest B, REMIC III Regular Interest C,
REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular
Interest F, REMIC III Regular Interest G and REMIC III Regular Interest H on a
pro rata basis in accordance with their respective Interest Accrual Amounts for
the related Interest Accrual Period. Also for purposes of the foregoing, the
portion of the Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date that was allocated to any other REMIC II Regular Interest
pursuant to Section 2.12(g) shall, in turn, be allocated to the REMIC III
Regular Interest with the same alphabetic or alphanumeric, as the case may be,
designation as such REMIC II Regular Interest. If the entire Current Interest
Distribution Amount with respect to any REMIC III Regular Interest for any
Distribution Date is not deemed distributed to REMIC IV, as the holder of such
REMIC III 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 III Regular Interest for future
Distribution Dates. The "Carryforward Interest Distribution Amount" with respect
to any REMIC III Regular Interest for any Distribution Date shall be an amount
equal to the excess, if any, of (i) all Current Interest Distribution


                                     -108-
<PAGE>


Amounts with respect to such REMIC III Regular Interest for all prior
Distribution Dates, if any, over (ii) the total amount of interest deemed
distributed to REMIC IV with respect to such REMIC III 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 III
Regular Interest 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.  Conveyance of the REMIC III Regular Interests; Acceptance of
                    the REMIC III 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 III Regular Interests to the
Trustee for the benefit of the Holders of the REMIC IV Regular Interest
Certificates and the Class R Certificates. The Trustee acknowledges the
assignment to it of the REMIC III 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 IV Regular Interest Certificates and the Class R
Certificates.

     SECTION 2.16.  Creation of REMIC IV; Issuance of the REMIC IV Regular
                    Interest Certificates, the Group A-X REMIC IV Regular
                    Interests, the Group A-CP REMIC IV Regular Interests and the
                    REMIC IV Residual Interest; Certain Matters Involving REMIC
                    IV.

     (a) It is the intention of the parties hereto that the segregated pool of
assets consisting of the REMIC III Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC IV". The Closing Date is hereby designated as the "Startup
Day" of REMIC IV within the meaning of Section 860G(a)(9) of the Code.

     (b) Concurrently with the assignment of the REMIC III Regular Interests to
the Trustee pursuant to Section 2.15 and in exchange therefor, the Group A-X
REMIC IV Regular Interests, the Group A-CP REMIC IV Regular Interests and the
REMIC IV 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 IV Regular Interest Certificates in authorized
denominations. There shall be 22 Classes of REMIC IV Regular Interest
Certificates. The Class A-X Certificates shall collectively represent all of the
Group A-X REMIC IV Regular Interests. The Class A-CP Certificates shall
collectively represent all of the Group A-CP REMIC IV Regular Interests. The
REMIC IV Residual Interest shall not be certificated. The interests evidenced by
the REMIC IV Regular Interest Certificates, together with the REMIC IV Residual
Interest, shall collectively constitute the entire beneficial ownership of REMIC
IV.

     (c) The respective Group A-X REMIC IV Regular Interests, the respective
Group A-CP REMIC IV 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 IV Residual Interest shall constitute the sole "residual interest"


                                     -109-
<PAGE>


(within the meaning of Section 860(G)(a)(2) of the Code), in REMIC IV. 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 IV (within the meaning
of Treasury regulation section 1.860D-1(b)(1)).

     (d) The 22 Classes of the REMIC IV Regular Interest Certificates will have
the following respective alphabetic or alphanumeric class designations: "A-X",
"A-CP", "A-1", "A-2", "A-3", "B", "C", "D", "E", "F", "G", "H", "J", "K", "L",
"M", "N", "O", "P", "Q", "NW-SUB" and "GT2".

     The Group A-X REMIC IV Regular Interests will have the following respective
alphabetic or alphanumeric designations: "A-X-A-1", "A-X-A-2", "A-X-A-3-1",
"A-X-A-3-2", "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-Q" and
"A-X-NW-SUB". The Group A-X REMIC IV Regular Interests shall constitute the
respective Components of the Class A-X Certificates. The Group A-CP REMIC IV
Regular Interests will have the following respective alphabetic or alphanumeric
designations: "A-CP-A-3-2", "A-CP-B", "A-CP-C", "A-CP-D, "A-CP-E", "A-CP-F" and
"A-CP-G". The Group A-CP REMIC IV Regular Interests shall constitute the
respective Components of the Class A-CP Certificates.

     (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                $     48,782,000
          Class A-2                $    129,030,000
          Class A-3                $    578,921,000
           Class B                 $     39,057,000
           Class C                 $     14,646,000
           Class D                 $     26,852,000
           Class E                 $     14,647,000
           Class F                 $     12,205,000
           Class G                 $     14,647,000
           Class H                 $     14,645,000
           Class J                 $     16,025,000
           Class K                 $     18,583,000
           Class L                 $      6,969,000
           Class M                 $      6,969,000
           Class N                 $      6,969,000
           Class O                 $      4,646,000
           Class P                 $      4,646,000
           Class Q                 $     13,937,868
        Class NW-SUB               $      4,253,196
          Class GT2                $     10,000,000


                                     -110-
<PAGE>


     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 or be deemed to 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
then aggregate Uncertificated Principal Balance of all the REMIC III Regular
Interests (other than REMIC III Regular Interest GT2); and (ii) in the case of
the Class A-CP Certificates, the then aggregate Uncertificated Principal
Balances of REMIC III Regular Interests A-3-2, REMIC III Regular Interest B,
REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular
Interest E, REMIC III Regular Interest F and REMIC III Regular Interest G.

     None of the Group A-X REMIC IV Regular Interests or the Group A-CP REMIC IV
Regular Interests shall have a principal balance. For purposes of accruing
interest, however, each of the Group A-X REMIC IV Regular Interests and the
Group A-CP REMIC IV Regular Interests shall have a Component Notional Amount
that is, as of any date of determination, equal to the Uncertificated Principal
Balance of its Corresponding REMIC III Regular Interest.

     (f) Each Class of REMIC IV Regular Interest Certificates shall have or be
deemed to have a Pass-Through Rate, and each of the Group A-X REMIC IV Regular
Interests and the Group A-CP REMIC IV Regular Interests shall have a REMIC IV
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:


                                     -111-
<PAGE>


              Class                       Pass-Through Rate
              -----                       -----------------
               A-1                         4.393% per annum
               A-2                         6.103% per annum
               A-3                         6.387% per annum
                B                          6.582% per annum
                C                          6.704% per annum
                J                          6.080% per annum
                K                          6.080% per annum
                L                          6.080% per annum
                M                          6.080% per annum
                N                          6.080% per annum
                O                          6.080% per annum
                P                          6.080% per annum
                Q                          6.080% per annum
              NW-SUB                       6.080% per annum

     The Pass-Through Rate for the Class D Certificates for any Interest Accrual
Period shall equal the lesser of (i) 6.824% per annum and (ii) the REMIC III
Remittance Rate with respect to REMIC III Regular Interest D for such Interest
Accrual Period.

     The Pass-Through Rate for the Class E Certificates for any Interest Accrual
Period shall equal the lesser of (i) 6.942% per annum and (ii) the REMIC III
Remittance Rate with respect to REMIC III Regular Interest E for such Interest
Accrual Period.

     The Pass-Through Rate for the Class F Certificates for any Interest Accrual
Period shall equal the lesser of (i) 7.05% per annum and (ii) the REMIC III
Remittance Rate with respect to REMIC III Regular Interest F for such Interest
Accrual Period.

     The Pass-Through Rate for the Class G Certificates for any Interest Accrual
Period shall equal the lesser of (i) 7.148% per annum and (ii) the REMIC III
Remittance Rate with respect to REMIC III Regular Interest G for such Interest
Accrual Period.

     The Pass-Through Rate for the Class H Certificates for any Interest Accrual
Period shall equal the lesser of (i) 7.525% per annum and (ii) the REMIC III
Remittance Rate with respect to REMIC III Regular Interest H for such Interest
Accrual Period.

     The Pass-Through Rate for the Class GT2 Certificates for any Interest
Accrual Period shall equal the REMIC III Remittance Rate in effect for REMIC III
Regular Interest GT2 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 IV
Remittance Rates in effect for all of the Group A-X REMIC IV Regular Interests
for such Interest Accrual Period, weighted on the basis of the respective
Component Notional Amounts of the Group A-X REMIC IV Regular Interests
immediately prior to the related Distribution Date.


                                     -112-
<PAGE>


     The REMIC IV Remittance Rate for any of REMIC IV Regular Interest
A-X-A-3-2, REMIC IV Regular Interest A-X-B, REMIC IV Regular Interest A-X-C,
REMIC IV Regular Interest A-X-D, REMIC IV Regular Interest A-X-E, REMIC IV
Regular Interest A-X-F and REMIC IV Regular Interest A-X-G for any Interest
Accrual Period shall be as follows:

          (i) if such Interest Accrual Period occurs from and including December
     2001 through and including November 2008, a rate per annum equal to the
     excess, if any, of (A) the REMIC III Remittance Rate in effect during such
     Interest Accrual Period for the Corresponding REMIC III Regular Interest in
     respect of such Group A-X REMIC IV Regular Interest, over (B) 7.410% per
     annum; and

          (ii) if such Interest Accrual Period occurs after November 2008, a
     rate per annum equal to the excess, if any, of (A) the REMIC III Remittance
     Rate in effect during such Interest Accrual Period for the Corresponding
     REMIC III Regular Interest in respect of such Group A-X REMIC IV Regular
     Interest, over (B) the Adjusted REMIC III Remittance Rate in effect during
     such Interest Accrual Period for the Corresponding REMIC III Regular
     Interest in respect of such Group A-X REMIC IV Regular Interest.

     The REMIC IV Remittance Rate for any of the other Group A-X REMIC IV
Regular Interests for any Interest Accrual Period shall equal the excess, if
any, of (i) the REMIC III Remittance Rate in effect during such Interest Accrual
Period for the Corresponding REMIC III Regular Interest in respect of such Group
A-X REMIC IV Regular Interest, over (ii) the Adjusted REMIC III Remittance Rate
in effect during such Interest Accrual Period for the Corresponding REMIC III
Regular Interest in respect of such Group A-X REMIC IV Regular Interest.

     The Pass-Through Rate for the Class A-CP 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 IV
Remittance Rates in effect for all of the Group A-CP REMIC IV Regular Interests
for such Interest Accrual Period, weighted on the basis of the respective
Component Notional Amounts of the Group A-CP REMIC IV Regular Interests
immediately prior to the related Distribution Date.

     The REMIC IV Remittance Rate for any of the Group A-CP REMIC IV Regular
Interests for any Interest Accrual Period shall be as follows:

          (iii) if such Interest Accrual Period occurs from and including
     December 2001 through and including November 2008, a rate per annum equal
     to the excess, if any, of (A) the lesser of (1) 7.410% per annum and (2)
     the REMIC III Remittance Rate in effect during such Interest Accrual Period
     for the Corresponding REMIC III Regular Interest in respect of such Group
     A-CP REMIC IV Regular Interest, over (B) the Adjusted REMIC III Remittance
     Rate in effect during such Interest Accrual Period for the Corresponding
     REMIC III Regular Interest in respect of such Group A-CP REMIC IV Regular
     Interest; and

          (iv) if such Interest Accrual Period occurs after November 2008, 0%
     per annum.

     (g) Each Class of REMIC IV Regular Interest Certificates shall bear
interest, and such interest shall commence accruing on December 1, 2001. In the
case of each Class of REMIC IV Regular Interest Certificates, such interest
shall be calculated on a 30/360 Basis and, during each Interest


                                     -113-
<PAGE>


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 the
related Distribution Date. Accordingly, the total amount of such interest
accrued with respect to any Class of REMIC IV 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 either 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 IV
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-CP Certificates and the respective Group A-CP REMIC IV Regular
Interests shall cease to accrue interest after the end of the October 2008
Interest Accrual Period.

     The portion of the Interest Accrual Amount with respect to any Class of
REMIC IV 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. The portion of the Current Interest Distribution Amount with
respect to either 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, if any, for each Distribution Date allocated to
REMIC III Regular Interest GT2 pursuant to Section 2.14(g) shall, in turn, be
allocated to the Class GT2 Certificates; and any portion of the Net Aggregate
Prepayment Interest Shortfall, if any, for each Distribution Date allocated to
any other REMIC III Regular Interest pursuant to Section 2.14(g) shall, in turn,
be allocated to the Corresponding Class of Principal Balance Certificates, the
Corresponding Group A-X REMIC IV Regular Interest and any Corresponding Group
A-CP REMIC IV Regular Interest on a pro rata basis in accordance with their
respective Interest Accrual Amounts for the related Interest Accrual Period. Any
portion of the Net Aggregate Prepayment Interest Shortfall, if any, for any
Distribution Date that is allocable to a Group A-X REMIC IV Regular Interest
shall also be allocable to the Class A-X Certificates, and any portion of the
Net Aggregate Prepayment Interest Shortfall, if any, for any Distribution Date
that is allocable to a Group A-CP REMIC IV Regular Interest shall also be
allocable to the Class A-CP Certificates.


                                     -114-
<PAGE>


     If the entire Current Interest Distribution Amount with respect to any
Class of REMIC IV 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 IV 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 either 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, each Group A-X REMIC IV Regular Interest and
each Group A-CP REMIC IV Regular Interest shall be the Rated Final Distribution
Date.

     (i) The REMIC IV Residual Interest shall not have a principal balance and
shall not bear interest.

     SECTION 2.17.  Acceptance of Grantor Trusts by Trustee; Issuance of the
                    Class V and Class R 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 ARD Mortgage Loans constitute a Grantor Trust for federal income tax
purposes and, further, that such segregated pool of assets be designated as
"Grantor Trust V". The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the assets of Grantor Trust V 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 Certificates.
Concurrently with the assignment to it of the assets included in Grantor Trust
V, the Trustee shall execute, and the Certificate Registrar shall authenticate
and deliver, to or upon the order of the Depositor, the Class V Certificates in
authorized denominations evidencing the entire beneficial ownership of Grantor
Trust V. The rights of the Holders of the Class V Certificates to receive
distributions from the proceeds of Grantor Trust V, and all ownership interests
of such Holders in and to such distributions, shall be as set forth in this
Agreement.

     (b) The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all right, title and interest of the Depositor in and to the Loan REMIC Residual
Interest, the REMIC I Residual Interest, the REMIC II Residual Interest, the
REMIC III Residual Interest and the REMIC IV Residual Interest to the Trustee


                                     -115-
<PAGE>


for the benefit of the Holders of the Class R Certificates. It is the intention
of the parties hereto that the segregated pool of assets consisting of the Loan
REMIC Residual Interest, the REMIC I Residual Interest, the REMIC II Residual
Interest, the REMIC III Residual Interest and the REMIC IV Residual Interest
constitute a Grantor Trust for federal income tax purposes and, further, that
such segregated pool of assets be designated as "Grantor Trust R". The Trustee,
by its execution and delivery hereof, acknowledges the assignment to it of the
assets of Grantor Trust R 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 R Certificates. Concurrently with the assignment to it of the assets
included in Grantor Trust R, the Trustee shall execute, and the Certificate
Registrar shall authenticate and deliver, to or upon the order of the Depositor,
the Class R Certificates in authorized denominations evidencing the entire
beneficial ownership of Grantor Trust R. The rights of the Holders of the Class
R Certificates to receive distributions from the proceeds of Grantor Trust R,
and all ownership interests of such Holders in and to such distributions, shall
be as set forth in this Agreement.


                                     -116-
<PAGE>

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND


     SECTION 3.01. Administration of the Mortgage Loans.

     (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), in accordance with: (i) any and all
applicable laws; (ii) the express terms of this Agreement and the respective
Mortgage Loan Documents; and (iii) to the extent consistent with the foregoing,
the Servicing Standard. Without limiting the foregoing, and 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 Mortgage Loan as to which a Servicing Transfer Event has occurred and is
continuing, and (y) each REO Property; provided that the Master Servicer shall
continue to collect information and prepare all reports to the Trustee required
of the Master Servicer hereunder with respect to Specially Serviced Mortgage
Loans and REO Properties (and the related REO Mortgage Loans) and, further, to
render such incidental services 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.
The Master Servicer shall not, on behalf of the Trust, obtain title to a
Mortgaged Property.

     (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 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, and all other comparable instruments; and
(iii) subject to Sections 3.08, 3.20 and 3.24, any and all assumptions,
modifications, waivers, 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 Special Servicer, as applicable)
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.


                                     -117-
<PAGE>


     (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) The Special Servicer hereunder shall collectively consist of: (i) the
party hereunder responsible for performing the duties of Special Servicer with
respect to the Bel Alliance GT 2 Portfolio Loan and any related REO Property
(the "Bel Alliance GT 2 Portfolio 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 Bel Alliance GT 2
Portfolio Special Servicer and as General Special Servicer, the term "Special
Servicer" shall mean the Bel Alliance GT 2 Portfolio Special Servicer and the
General Special Servicer, collectively. However, if different parties shall ever
act hereunder as the Bel Alliance GT 2 Portfolio 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 Bel Alliance GT 2
Portfolio Special Servicer, insofar as such duties and obligations relate to the
Bel Alliance GT 2 Portfolio 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 Bel Alliance GT 2 Portfolio 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 Bel Alliance GT 2 Portfolio Special Servicer, insofar
as such information, funds, documents, instruments and/or other items relate to
the Bel Alliance GT 2 Portfolio 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 Mortgage Loans, pursuant to Section 3.18, the term "Special Servicer"
shall mean the Bel Alliance GT 2 Portfolio Special Servicer, if such Specially
Designated Defaulted Mortgage Loan is the Bel Alliance GT 2 Portfolio 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
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 Bel Alliance GT 2 Portfolio
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 Bel Alliance GT 2 Portfolio Special Servicer or the
General Special Servicer, as applicable. Unless the same party is, or affiliated
parties are, acting as the Bel Alliance GT 2 Portfolio Special Servicer and the
General Special Servicer, the Bel Alliance GT 2 Portfolio 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 Performing Mortgage Loans) and the
Special Servicer (with respect to Specially Serviced Mortgage Loans) shall
undertake reasonable efforts to


                                     -118-
<PAGE>


collect all payments called for under the terms and provisions of the Mortgage
Loans and 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 neither the Master Servicer nor the Special Servicer
shall, with respect to any ARD 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),
unless (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 Performing Mortgage Loans) and the Special Servicer (as to
Specially Serviced Mortgage Loans) each may waive any Default Charges in
connection with any specific delinquent payment on a Mortgage Loan it is
obligated to service hereunder; provided that, to the extent the Master Servicer
(as to Performing Mortgage Loans) and the Special Servicer (as to Specially
Serviced Mortgage Loans) waives any Default Charges, any outstanding interest on
Advances and Additional Trust Fund Expenses with respect to the related Mortgage
Loan that would otherwise have been paid out of such Default Charges shall be
paid out of the Additional Master Servicing Compensation payable to the Master
Servicer or Additional Special Servicing Compensation payable to the Special
Servicer, as the case may be, with respect to that Mortgage Loan; and provided,
further, that if no Additional Master Servicing Compensation or Additional
Special Servicing Compensation, as applicable, is available to offset the
outstanding interest on advances or inspection costs that would otherwise be
offset by the Default Charges, then the Master Servicer or Special Servicer, as
the case may be, shall not waive such Default Charges without the consent of the
Controlling Class Representative for the applicable Sub-Pool.

     (b) At least ninety days prior to the maturity date of each 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
(the "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. Withdrawals of amounts so collected in respect of any
Mortgage Loan (and interest earned thereon) from a Servicing Account may be made
only: (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


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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 Collection
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 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 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, 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,
each of the Master Servicer and the Special Servicer shall, as to those Mortgage
Loans it is obligated to service hereunder, and subject to and in accordance
with the Servicing Standard, use efforts consistent with the Servicing Standard
to 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 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. All such Advances shall be
reimbursable in the first instance from related collections from


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the Borrowers and further as provided in Section 3.05(a). No costs incurred by
the Master Servicer in effecting the 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 related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit; provided that this sentence shall
not be construed to limit the rights of the Master 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, as applicable, one or
more accounts (the "Reserve Accounts"), in which all Reserve Funds, if any,
received by it with respect to the Mortgage Loans shall be deposited and
retained. As and to the extent consistent with the Servicing Standard and the
related Mortgage Loan Documents, the Master Servicer may make withdrawals of
amounts so deposited, and draws under any Letter of Credit delivered in lieu of
Reserve Funds, 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 or such Letter of Credit was delivered and, in the case of a Reserve
Fund constituting debt service reserve accounts, to apply amounts on deposit
therein in respect of principal and interest on the related Mortgage Loan. In
addition, as and to the extent consistent with the Servicing Standard and the
related Mortgage Loan Documents, the Master Servicer may make withdrawals of
amounts so deposited, and draws under any Letter of Credit so delivered, to
prepay the Mortgage Loan in the event certain leasing or other economic criteria
are not satisfied at the related Mortgaged Property (but only if such prepayment
is required by the related Mortgage Loan Documents or continuing to hold such
funds or Letter of Credit as Additional Collateral is not consistent with the
Servicing Standard), to pay amounts due and owing under the Mortgage Loan
following an event of default, or to release such amounts to the related
Borrower or otherwise apply such amounts for any other appropriate purpose in
the event that such criteria are satisfied, and the Master Servicer may return
any Letter of Credit so delivered to the related Borrower; provided that,
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 such 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 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
applicable 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
fifteen (15) Business Days after receiving such additional information from the
applicable Master Servicer (or, if it did not request additional information,
within ten Business Days after receiving such notice)). Subject to the terms of
the related Mortgage Loan Documents, each Reserve Account shall be an Eligible
Account. Interest and other income, if any, earned on funds on deposit in any
Reserve Account held by the Master Servicer (to the extent of any Net Investment
Earnings with respect to such Reserve Account for any Collection Period), shall
be for the benefit of and payable to the Master Servicer, unless otherwise
required to be paid to the related Borrower by law or the terms of the related
Mortgage Loan. Any out-of-pocket 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


                                     -121-
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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.

     (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 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 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 for
the applicable Sub-Pool. The Master Servicer shall promptly notify the Trustee,
the Special Servicer and the Controlling Class Representative for the applicable
Sub-Pool if the Master Servicer shall determine that any Borrower has failed to
perform its obligations under the related 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 and Excess Liquidation Proceeds 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 funds and general assets. In connection therewith, the Master Servicer shall
establish and maintain one or more segregated 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 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 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 Mortgage
Loans on or before their respective Due Dates in December 2001 (or, in the case
of a Replacement Mortgage Loan, on or before the related date of substitution),
which payments shall be delivered promptly to the related Mortgage Loan Seller
or its designee, with negotiable instruments endorsed as necessary and
appropriate without recourse):

          (i) all payments, from whatever source, or transfers from a debt
     service reserve account, on account of principal of the 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 Mortgage Loans,
     including Default Interest and Post-ARD Additional Interest;


                                     -122-
<PAGE>


          (iii) all Prepayment Premiums, Yield Maintenance Charges and late
     payment charges received in respect of the Mortgage Loans;

          (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
     Proceeds received in respect of the Mortgage Loans;

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

          (viii) insofar as they do not constitute Escrow Payments, any amounts
     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, 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 (viii) of the first paragraph of this Section 3.04(a) with respect to any
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, 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 pursuant to Section
3.16(c).

     (b) The Trustee shall establish and maintain one or more segregated
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,


                                     -123-
<PAGE>


as a bookkeeping matter, establish and maintain two 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 IV Regular Interest Certificates and the Class R Certificates, and
(ii) one of which sub-accounts (such sub-account, the "Class V Sub-Account")
shall be deemed to be held in trust for the benefit of the Holders of the Class
V Certificates. By 2:00 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 amount of immediately available funds
equal to the Master Servicer Remittance Amount for such Master Servicer
Remittance Date. Immediately upon deposit of the 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 ARD Mortgage Loans shall be deemed to have been deposited into the Class V
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 Mortgage 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. 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
(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 2002, prior to any distributions being made in respect of the
Certificates on such Distribution Date, the Trustee shall, with respect to each
Interest Reserve Mortgage 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 Mortgage 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.

     (d) If any Excess Liquidation Proceeds are received, the Trustee shall
establish and maintain one or more accounts (collectively, the "Excess
Liquidation Proceeds Account") to be held in trust for the benefit of the
Certificateholders. Each 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.

     (e) Funds in the Collection Account may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. Funds in the
Distribution Account, the Interest Reserve


                                     -124-
<PAGE>


Account and the Excess Liquidation Proceeds Account shall remain uninvested. The
Master Servicer shall give notice to the other parties hereto of the location of
the Collection Account as of the Closing Date and of the new location of the
Collection 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 as of the Closing Date,
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.

     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
     the Master Servicer Remittance Amount for each Master Servicer Remittance
     Date and 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 thereby (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 P&I Advance (other than Nonrecoverable
     P&I Advances, which are reimbursable pursuant to clause (vii) below) being
     limited to amounts that represent Late Collections of interest and
     principal received in respect of the particular Mortgage Loan or REO
     Mortgage Loan as to which such P&I Advance was made (net of related Master
     Servicing Fees and/or Workout Fees);

          (iii) to pay to itself earned and unpaid Master Servicing Fees in
     respect of each Mortgage Loan and REO Mortgage Loan, the Master Servicer's
     right to payment pursuant to this clause (iii) with respect to any such
     Mortgage Loan or such REO Mortgage Loan being limited to collections of
     interest thereon or with respect thereto;

          (iv) to pay to the Special Servicer, out of general collections on the
     Mortgage Loans in, and any REO Properties relating to, the related
     Sub-Pool, earned and unpaid Special Servicing Fees in respect of each
     Specially Serviced Mortgage Loan and REO Mortgage Loan;

          (v) to pay the Special Servicer (or, if applicable, any predecessor
     thereto) earned and unpaid Workout Fees and Liquidation Fees 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 (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 Servicing Advance (other than Nonrecoverable Servicing
     Advances, which are reimbursable pursuant to clause (vii) below) being
     limited to (A) payments made by the related Borrower that


                                     -125-
<PAGE>


     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 Mortgage Loan or REO Property as to which such Servicing Advance
     was made;

          (vii) to reimburse itself, the Special Servicer, the Trustee or any
     Fiscal Agent, as applicable, out of general collections on the Mortgage
     Loans in, and any REO Properties relating to, the related Sub-Pool, for any
     unreimbursed Advances made thereby that have been determined to be
     Nonrecoverable Advances;

          (viii) to pay itself, the Special Servicer, the Trustee or any Fiscal
     Agent, as applicable, any Advance Interest then due and owing to such
     Person, out of Default Charges collected on the Mortgage Loan or REO
     Mortgage Loan, as the case may be, as to which the related Advance was
     made, as and to the extent contemplated by Section 3.26;

          (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
     pursuant to clause (ii), (vi) or (vii) above or pursuant to Section
     3.03(c), 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 general collections on the Mortgage Loans in, and any REO
     Properties relating to, the related Sub-Pool, any related Advance Interest
     accrued and payable on the portion of such Advance so reimbursed or being
     reimbursed;

          (x) to pay any outstanding expense, other than Advance Interest, that
     was incurred with respect to any Mortgage Loan or REO Property and that, if
     paid from a source other than Default Charges on such Mortgage Loan or the
     related REO Mortgage 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 Mortgage Loan or REO Mortgage 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 to 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 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 in respect of such Mortgage Loan or REO
     Property, as the case may be, and then, out of general collections on other
     Mortgage Loans in, and the REO Properties relating to, the related
     Sub-Pool;

          (xiii) to pay, in accordance with Section 3.11(i), out of general
     collections on the Mortgage Loans in, and any REO Properties relating to,
     the related Sub-Pool, certain servicing expenses that would, if advanced,
     constitute Nonrecoverable Servicing Advances;

          (xiv) to pay, out of general collections on the Mortgage Loans in, and
     any REO Properties relating to, the related Sub-Pool, costs and expenses
     incurred by the Trust pursuant to


                                     -126-
<PAGE>


     Section 3.09(c) with respect to any 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 general
     collections on the Mortgage Loans in, and any REO Properties relating to,
     the related Sub-Pool, if and to the extent the particular payment relates
     to either Sub-Pool (and otherwise out of general collections on the entire
     Mortgage Pool), 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 general collections on the Mortgage Loans in, and
     any REO Properties relating to, the related Sub-Pool, 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;

          (xvii) to pay to the Master Servicer, the Special Servicer, the
     Trustee, any Fiscal Agent or the Depositor, as the case may be, out of
     collections on the Mortgage Loans in, and any REO Properties relating to,
     the related Sub-Pool, any amount 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 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, a Mortgage Loan Seller, a
     Certificateholder or any other particular Person, as the case may be, with
     respect to each Mortgage Loan, if any, previously purchased or otherwise
     removed from the Trust Fund by such Person pursuant to or as contemplated
     by this Agreement, all amounts received thereon subsequent to the date of
     purchase;

          (xix) to transfer Excess Liquidation Proceeds to the Excess
     Liquidation Proceeds Account in accordance with Section 3.04(d); and

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

     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 (xviii),
above, then the corresponding withdrawals from the Collection Account shall be
made in the following priority and subject to the following rules: (y) 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 (z) 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 (y)
above) such payment, reimbursement or remittance shall be made from the general


                                     -127-
<PAGE>


funds remaining on a pro rata basis with any and all other payments,
reimbursements or remittances to be made from such general funds; provided that
amounts payable pursuant to clauses (vii) and (ix) shall be paid, pro rata,
prior to any other such payments, reimbursements or remittances; and provided,
further, that amounts payable pursuant to clause (xv) shall be paid after the
amounts specified in the preceding proviso but prior to any other such payments,
reimbursements or remittances; and provided, further, that any reimbursements of
Advances in respect of any particular Mortgage Loan or REO Property 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 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 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 (xix) above.

     The Master Servicer shall pay to the Special Servicer from the Collection
Account amounts permitted to be paid to it 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 re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain
separate accounting for each Specially Serviced 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 pay itself or any of its directors, officers, employees and
     agents, as the case may be, any amounts payable or reimbursable to any such
     Person pursuant to Section 8.05, including the Trustee's Fee;

          (iii) to pay any Fiscal Agent or any of its directors, officers,
     employees and agents, as the case may be, any amounts payable or
     reimbursable to any such Person pursuant to Sections 8.05 and/or 8.13(a);

          (iv) to pay for the cost of the Opinions of Counsel obtained by the
     Trustee as contemplated by Section 11.01(a) or Section 11.01(c) in
     connection with any amendment to this Agreement that is in furtherance of
     the rights and interests of Certificateholders;

          (v) 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;


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          (vi) to transfer Interest Reserve Amounts in respect of the Interest
     Reserve Mortgage Loans to the Interest Reserve Account as and when required
     by Section 3.04(c); and

          (vii) 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 2002), 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 Mortgage Loans then on deposit in the Interest Reserve Account.

     (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, 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.

     (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, Servicing
                    Accounts, Reserve Accounts and the REO Account.

     (a) The Master Servicer may direct (pursuant to a standing order or
otherwise) any depositary institution (including the Trustee) maintaining the
Collection Account, or any Servicing Account or Reserve Account held by it, and
the Special Servicer may direct (pursuant to a standing order or otherwise) any
depositary institution maintaining the REO Account, to invest, or if it is such
depositary institution, may itself invest, the funds held therein (each such
account, for purposes of this Section 3.06, 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 the funds in any Investment Account shall remain uninvested unless and
until the Master Servicer or


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Special Servicer, as applicable, gives timely investment instructions with
respect thereto pursuant to this Section 3.06. 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 (with respect to Permitted Investments of amounts
in the Collection Account, the Servicing Accounts and the Reserve Accounts) and
the Special Servicer (with respect to Permitted Investments of amounts in the
REO Account), acting on behalf of the Trustee, shall (and Trustee hereby
designates the Master Servicer and the Special Servicer, as applicable, as the
Person that 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,
the Master Servicer (in the case of the Collection Account or any Servicing
Account or Reserve Account) or the Special Servicer (in the case of the REO
Account) 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 the Master Servicer or the Special Servicer, as the
          case may be, that such Permitted Investment would not constitute a
          Permitted Investment in respect of funds thereafter on deposit in the
          Investment Account.

     (b) 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 Collection 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 Collection
Period, and subject to the requirements of applicable law or the terms of the
related Mortgage Loan 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 Collection 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). If any loss shall be incurred in
respect of any Permitted Investment on deposit in any Investment Account (other
than a loss of what would otherwise have constituted investment earnings), the
Master Servicer (in the case of the Collection Account and any Servicing Account
or Reserve Account) and the Special Servicer (in the case of the REO Account)
shall promptly deposit therein from its own funds, without right of
reimbursement, no later than the end of the


                                     -130-
<PAGE>


Collection Period during which such loss was incurred, the amount of the Net
Investment Loss, if any, in respect of such Investment Account for such
Collection 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.

     (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, and if the Master Servicer (if such
default is in respect of a Permitted Investment of funds in the Collection
Account or in any Reserve Account or Servicing Account) or the Special Servicer
(if such default is in respect of a Permitted Investment of funds in the REO
Account), as applicable, is in default of its obligations under Section 3.06(b),
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 IV 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 or in any Reserve Account or Servicing Account
or by the Special Servicer if the default is in respect of a Permitted
Investment of funds in the REO Account. This provision is in no way intended to
limit any actions that the Master Servicer or Special Servicer may take in this
regard at its own expense.

     (d) Amounts on deposit in the Distribution Account, the Interest Reserve
Account and the Excess Liquidation Proceeds Account shall remain uninvested.

     (e) 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.

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

     (a) The Master Servicer shall use reasonable efforts consistent with the
Servicing Standard to cause each Borrower to maintain, and, if the Borrower does
not so maintain, the Master Servicer will itself cause to be maintained, for
each Mortgaged Property (including each Mortgaged Property relating to any
Specially Serviced Mortgage Loan) 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 such Mortgage permits the holder thereof 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 such Mortgage
so permits, the related Borrower shall be required to obtain the required
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
S&P and


                                     -131-
<PAGE>


"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 (as determined by the Controlling Class Representative for the related
Sub-Pool) and the Trustee as mortgagee has an insurable interest). 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 (as determined by the Controlling Class Representative for the
related Sub-Pool)) than was previously required of the Borrower under the
related Mortgage 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 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
S&P 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). 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 Mortgage Loans), 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 REO Properties), 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, subject to withdrawal pursuant to Section
3.05(a), in the case of amounts received in respect of a Mortgage Loan, or in
the REO Account, subject to withdrawal pursuant to Section 3.16(c), 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 unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit; provided, however, that this sentence shall not limit
the rights of the Master 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 as a Servicing Advance.

     (b) If the Master Servicer or the Special Servicer 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 of the Mortgage Loans
or REO Properties, as applicable, that it is required to service and administer,
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 S&P 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 policy may contain a


                                     -132-
<PAGE>


deductible clause (not in excess of a customary amount), in which case the
Master Servicer or the Special Servicer, as appropriate, shall, if there shall
not have been maintained on the related Mortgaged Property or REO Property 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 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 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 or the Special
Servicer, as appropriate, shall prepare and present, on behalf of itself, the
Trustee and Certificateholders, claims under any such blanket or master force
placed policy in a timely fashion in accordance with the terms of such policy.

     (c) Promptly after (but in no event more than 30 days after) the Closing
Date, with respect to each of the Mortgage Loans covered by an Environmental
Insurance Policy, 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 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 Mortgage Loan
covered by an Environmental Insurance Policy 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 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 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 Mortgage Loans,
the Master Servicer shall, within five Business Days after receipt of such
notice, notify the Special Servicer, the Controlling Class Representative for
the applicable Sub-Pool (and the Class GT2 Directing Certificateholder, in the
case of the Bel Alliance GT 2 Portfolio Loan), 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.


                                     -133-
<PAGE>


     (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
Mortgage Loans or REO Properties exist as part of the Trust Fund) 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 S&P 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
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 S&P 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 Performing Mortgage Loans) and the
Special Servicer (with respect to Specially Serviced Mortgage Loans), 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, under any
related "due-on-sale" clause or "due-on-encumbrance" clause 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, if (but only if) such "due-on-sale" or "due-on-encumbrance" clause
involves any Mortgage Loan that, individually or together with all other
Mortgage Loans, if any, that are in the same Cross-Collateralized


                                     -134-
<PAGE>


Group as such Mortgage Loan, has a Cut-off Date Principal Balance in excess of
$15,000,000; and provided, further, that the Master Servicer shall not waive any
right it has, or grant any consent it is otherwise entitled to withhold under
any "due-on-sale" or "due-on-encumbrance" clause under any Mortgage Loan until
it has received the consent of the Special Servicer (the giving of which consent
shall be subject to Section 3.24; 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, under 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 Special Servicer nor the
Master 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 for the applicable Sub-Pool. The Master Servicer and the Special
Servicer shall each provide the other and the Controlling Class Representative
for the applicable Sub-Pool 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.

     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 the
related Mortgage Loan Document or applicable law. 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


                                     -135-
<PAGE>


shall not, with respect to any ARD 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 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 Master Servicer as a Servicing Advance. In
addition, all other costs and expenses incurred in any foreclosure sale or
similar proceeding shall be paid by, and reimbursable to, the Master 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
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 paid by, and reimbursable to, the
Master Servicer 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 any other provision of this Agreement, 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 for purposes of Section 860D(a) of
the Code 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


                                     -136-
<PAGE>


          (ii) the Special Servicer shall have obtained an Opinion of Counsel
     (the cost of which shall be paid by and reimbursable to the Master Servicer
     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 in an Adverse Grantor Trust Event
     with respect to either Grantor Trust Pool.

     (c) Notwithstanding the foregoing provisions of this Section 3.09, neither
the Master Servicer nor the Special Servicer shall, 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 or any other specified person, 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 Assessments
     and performed during the 12-month period preceding any such acquisition of
     title or other action, that (x) the Mortgaged Property is in compliance
     with applicable environmental laws and regulations and (y) there are no
     circumstances or conditions present at the Mortgaged Property relating to
     the use, management or disposal of Hazardous Materials for which
     investigation, testing, monitoring, containment, clean-up or remediation
     could be required under any applicable environmental laws and regulations;
     or

          (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 on a present value basis (the relevant
     discounting of anticipated collections that will be distributable to
     Certificateholders to be performed at the related Net Mortgage Rate) 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)(y) above.

     Any such determination by the Special Servicer contemplated by clause
(c)(i) or clause (c)(ii) of the preceding paragraph shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee, the Master
Servicer and the Controlling Class Representative for the applicable Sub-Pool,
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 the Servicing Standard; 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


                                     -137-
<PAGE>


reimbursement as Servicing Advances in accordance with Section 3.05(a). The cost
of any remedial, corrective or other further action contemplated by clause
(c)(ii) of the preceding paragraph shall be payable out of the Collection
Account pursuant to Section 3.05.

     (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.

     (e) The Special Servicer shall report to the Trustee, the Master Servicer
and the Controlling Class Representative for the applicable Sub-Pool 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 Mortgage Loan's becoming a Corrected Mortgaged 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 Mortgage Loan 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
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 Mortgaged Property required by Sections
6050H (as applicable), 6050J and 6050P of the Code. Contemporaneously, the
Special Servicer shall 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 Specially Serviced Mortgage Loans and REO
Properties 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) Within three Business Days from the date on which the Special Servicer
makes a Final Recovery Determination with respect to any Mortgage Loan or REO
Property, it shall deliver to the Trustee, the Master Servicer and the
Controlling Class Representative for the applicable Sub-Pool an Officer's
Certificate evidencing such determination. The Special Servicer shall maintain
accurate records, prepared by a Servicing Officer, of each such Final Recovery
Determination (if any) and the basis thereof.


                                     -138-
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     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 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 pursuant to Section 3.04(a)
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 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 pursuant to Section 3.04(a) 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 applicable.

     (c) Within five 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 the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
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 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


                                     -139-
<PAGE>


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 Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.

     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 Mortgage
Loan and each REO Mortgage Loan. As to each such Mortgage Loan and REO Mortgage
Loan, for each calendar month (commencing with December 2001) or any applicable
portion thereof, the Master Servicing Fee shall accrue at the related Master
Servicing Fee Rate on the same principal amount as interest accrues from time to
time during such calendar month (or portion thereof) on such Mortgage Loan or is
deemed to accrue from time to time during such calendar month (or portion
thereof) on such REO Mortgage Loan, as the case may be, and shall be calculated
on the same Interest Accrual Basis as is applicable for such Mortgage Loan or
REO Mortgage Loan, as the case may be. The Master Servicing Fee with respect to
any Mortgage Loan or REO Mortgage Loan shall cease to accrue if a Liquidation
Event occurs in respect thereof. Master Servicing Fees earned with respect to
any Mortgage Loan or REO Mortgage Loan shall be payable monthly from payments of
interest on such Mortgage Loan or REO Revenues allocable as interest on such REO
Mortgage Loan, as the case may be. The Master Servicer shall be entitled to
recover unpaid Master Servicing Fees in respect of any Mortgage Loan or REO
Mortgage Loan out of the portion any related Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan or
REO Mortgage Loan, as the case may be.

     Midland and any successor holder of the Excess Servicing Fee Right shall be
entitled, at any time, at its own expense, to transfer, sell, pledge or
otherwise assign the Excess Servicing Fee Right in whole (but not in part) to
any Qualified Institutional Buyer or Institutional Accredited Investor (other
than a Plan), provided that no such transfer, sale, pledge or other assignment
shall be made unless (i) 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, (ii) the prospective
transferor shall have delivered to the Depositor a certificate substantially in
the form attached as Exhibit F-3A hereto, and (iii) the prospective transferee
shall have delivered to Midland and the Depositor a certificate substantially in
the form attached as Exhibit F-3B hereto. None of the Depositor, the Trustee or
the Certificate Registrar is obligated to register or qualify the Excess
Servicing Fee Right under the Securities Act or any other securities law or to
take any action not otherwise required under this Agreement to permit the
transfer, sale, pledge or assignment of the Excess Servicing Fee Right without
registration or qualification. Midland and each holder of the Excess Servicing
Fee Right desiring to effect a transfer, sale, pledge or other assignment of the
Excess Servicing Fee Right shall, and Midland hereby agrees, and each such
holder of the Excess Servicing Fee Right by its acceptance of the Excess
Servicing Fee Right shall be deemed to have agreed, in connection with any
transfer of the Excess Servicing Fee Right effected by such Person, to indemnify
the Certificateholders, the Trust, the Depositor, the Underwriters, the Trustee,
any Fiscal Agent, the Master Servicer, the Certificate Registrar


                                     -140-
<PAGE>


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 Fee Right, 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 Fee Right or any 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 Fee Right 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 Fee Right or any 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 Fee Right, the Person then acting as Master Servicer
shall pay, out of each amount paid to the Master Servicer as Master Servicing
Fees, the Excess Servicing Fees to the holder of the Excess Servicing Fee Right
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 Fee Right shall not have any rights under this Agreement except
as set forth in the preceding sentences of this paragraph. Neither the
Certificate Registrar nor the Trustee shall have any obligation whatsoever
regarding payment of the Excess Servicing Fee or the assignment or transfer of
the Excess Servicing Fee.

     The 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, including as provided in the prior
paragraph.

     (b) Subject to offset as provided in Section 3.02(a), 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 collected with respect to a
     Performing Mortgage Loan;


                                     -141-
<PAGE>


          (ii) 50% of any and all Net Assumption Application Fees, Net
     Assumption Fees, modification fees, extension fees, consent fees, waiver
     fees 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 and defeasance fees
     collected on the Mortgage Loans; and

          (v) interest or other income earned on deposits in the Investment
     Accounts 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 Collection 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 the preceding paragraph
are collected by the Special Servicer, the Special Servicer shall promptly pay
such amounts to the Master Servicer.

     (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 Mortgage Loan and each REO Mortgage Loan. As to each
such Specially Serviced Mortgage Loan and REO Mortgage Loan, for any particular
calendar month or applicable portion thereof, the Special Servicing Fee shall
accrue at the Special Servicing Fee Rate on the same principal amount as
interest accrues from time to time during such calendar month (or portion
thereof) on such Specially Serviced Mortgage Loan or is deemed to accrue from
time to time during such calendar month (or portion thereof) on such REO
Mortgage Loan, as the case may be, and shall be calculated on the same Interest
Accrual Basis as is applicable for such Specially Serviced Mortgage Loan or REO
Mortgage Loan, as the case may be. The Special Servicing Fee with respect to any
Specially Serviced Mortgage Loan or REO Mortgage Loan shall cease to accrue as
of the date a Liquidation Event occurs in respect thereof or, in the case of a
Specially Serviced Mortgage Loan, as of the date it becomes a Corrected Mortgage
Loan. Earned but unpaid Special Servicing Fees in respect of either Sub-Pool
shall be payable monthly out of general collections on the Mortgage Loans in,
and any REO Properties relating to, such Sub-Pool 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 Workout Fee with respect to each Corrected
Mortgage Loan. As to each such Corrected Mortgage Loan, the Workout Fee shall be
payable out of, and shall be calculated by application of the Workout Fee Rate
to, (i) each payment of interest (other than Default Interest) and principal
received from the related Borrower on such Mortgage Loan for so long as it
remains a Corrected Mortgage Loan and (ii) the interest (other than Advance
Interest) and principal portions of any Liquidation Proceeds received on such
Mortgage Loan while it is a Corrected 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


                                     -142-
<PAGE>


Defect, by the related Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement or, if applicable, by the Column Performance Guarantor
pursuant to the Column Performance Guarantee. The Workout Fee with respect to
any Corrected 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 Workout Fee would become payable if and
when such Mortgage Loan again became a Corrected 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 Workout Fees payable in respect
of (i) any Mortgage Loans that became Corrected Mortgage Loans during the period
that it acted as Special Servicer and that were still Corrected Mortgage Loans
at the time of such termination or resignation and (ii) any Specially Serviced
Mortgage Loans for which the Special Servicer has resolved the circumstances
and/or conditions causing any such Mortgage Loan to be a Specially Serviced
Mortgage Loan, but which had not as of the time it was terminated or resigned
become a Corrected Mortgage Loan solely because the related Borrower had not
made three consecutive timely Monthly Payments and which subsequently becomes a
Corrected Mortgage Loan as a result of the related Borrower making such three
consecutive timely Monthly Payments (and the successor Special Servicer will not
be entitled to any portion of such Workout Fees), in each case until the Workout
Fee for any such loan ceases to be payable in accordance with the preceding
sentence; provided that, in the case of any Specially Serviced 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 additional compensation) monitor that all
conditions precedent to such Mortgage Loan's becoming a Corrected 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.

     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 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 any Specially Serviced Mortgage
Loan or REO Property that is purchased by the Special Servicer or any Holders of
Certificate(s) of a Controlling Class or any assignee of the foregoing pursuant
to Section 3.18, purchased by the Class GT2 Directing Certificateholder pursuant
to Section 3.27, purchased by the Master Servicer, the Special Servicer or any
Certificateholder(s) of the Controlling Class for Sub-Pool No. 1 pursuant to
Section 9.01, acquired by the Sole Certificateholder(s) in exchange for all the
Certificates pursuant to Section 9.01, repurchased or replaced 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 a Material Document
Defect, by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase
Agreement or the Column Performance Guarantor pursuant to the Column Performance
Guarantee or, in the case of the Granite Portfolio Mortgage Loan, otherwise
repurchased by Column pursuant to the Column Mortgage Loan Purchase 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 Default Charges). The Liquidation Fee with respect to any such
Specially Serviced Mortgage Loan will not be payable if such Mortgage Loan
becomes a Corrected Mortgage Loan. Notwithstanding anything herein to the
contrary, no Liquidation Fee will be payable in connection with the receipt of,
or out of,


                                     -143-
<PAGE>


Liquidation Proceeds collected as a result of the purchase or substitution of
any Specially Serviced 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
Workout 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.

     (d) Subject to offset as provided in Section 3.02(a), 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 collected with respect to a
     Specially Serviced Mortgage Loan or an REO Mortgage Loan;

          (ii) any and all Net Assumption Fees, Net Assumption Application Fees,
     modification fees, extension fees, consent fees, waiver fees, earn-out fees
     and charges for beneficiary statements or demands that are actually
     received on or with respect to Specially Serviced Mortgage Loans or REO
     Mortgage Loans;

          (iii) 50% of any and all Net Assumption Fees, Net Assumption
     Application Fees, modification fees, extension fees, consent fees, waiver
     fees 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,
     if established, 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 Collection Period).

     To the extent that any of the amounts described in the preceding paragraph
are collected by the Master Servicer with respect to Specially Serviced Mortgage
Loans, 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).

     (e) The Master Servicer and the Special Servicer shall each 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, Purchase Price Security Deposit Account, Special Reserve Account, the
Servicing Accounts, the Reserve Accounts or the REO 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.


                                     -144-
<PAGE>


     (f) If the Master Servicer or Special Servicer is required under this
Agreement to make a Servicing Advance, but neither does 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 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. Such interest with respect to any Servicing Advances on either
Sub-Pool No. 1 or Sub-Pool No. 2 shall be payable: (i) first, in accordance with
Sections 3.05 and 3.26, out of any Default Charges subsequently collected on or
in respect of the particular Mortgage Loan or REO Mortgage 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
Mortgage Loans in, and any REO Properties relating to, the applicable Sub-Pool
on deposit in the Collection Account. 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 as soon as practicable after
funds available for such purpose are deposited in the Collection Account. The
Master Servicer shall not be entitled to Advance Interest to the extent a
payment is received but is being held by the Master Servicer in suspense.

     (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 any Person with an obligation hereunder to make Servicing Advances that it
has made a Nonrecoverable Servicing Advance or that any proposed Servicing
Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be
made by such Person in its reasonable judgment and shall be evidenced by an
Officer's Certificate delivered promptly to the Depositor, the Trustee (unless
it is the Person making such determination) and the Controlling Class
Representative for the applicable Sub-Pool, setting forth the basis for such
determination, accompanied by a copy of an Appraisal of the related Mortgaged
Property or REO Property performed within the 12 months preceding such
determination, and further accompanied by any other information, including
engineers' reports, environmental surveys or similar reports, that such Person
may have obtained and that support such determination. Notwithstanding the
foregoing, the Trustee and any Fiscal Agent shall be entitled to conclusively
rely on any determination of nonrecoverability that may have been made by the
Master Servicer or the Special Servicer with respect to a particular Servicing
Advance, and the Master Servicer and the Special Servicer shall each be entitled
to conclusively rely on any determination of nonrecoverability that may have
been made by the other such party with respect to a particular Servicing
Advance. A copy of any such Officer's Certificate (and accompanying information)
of the Master Servicer shall also be delivered promptly to the Special Servicer,
a copy of any such Officer's Certificate (and accompanying information) of the
Special Servicer shall also be promptly delivered to the Master Servicer, and a
copy of any such Officer's Certificates (and accompanying information) of the
Trustee or the Fiscal Agent shall also be promptly delivered to the Master
Servicer and the Special Servicer.


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     (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, but only as and to the extent contemplated by Section
3.05(a), any servicing expense that, if paid by the Master Servicer or the
Special Servicer, would constitute a Nonrecoverable Servicing Advance; 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, the Trustee and the Controlling
Class Representative for the applicable Sub-Pool, 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 Mortgage Loan becomes a Specially Serviced
Mortgage Loan (and, in cases where the related Mortgage Loan has become a
Specially Serviced 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 Mortgage
Loan remains a Specially Serviced 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
2002, 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, in
the case of each Mortgage Loan with 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, deliver to the Controlling Class Representative for the applicable
Sub-Pool and, with respect to the Special Servicer, to the Master Servicer) a
written report of each such inspection performed by it or on its behalf that
sets forth in detail the condition of the Mortgaged Property and that specifies
the occurrence or existence of: (i) any sale, transfer or abandonment of the
Mortgaged Property of which the Master Servicer or Special Servicer, as
applicable, is aware, (ii) any change in the condition or occupancy of the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, in accordance with the Servicing Standard, is aware and that it
considers material, or (iii) any waste committed on the Mortgaged Property of
which the Master Servicer or the Special Servicer, as the case may be, in
accordance with the Servicing Standard, is aware and that it considers material.
The Master Servicer and the Special Servicer shall each deliver to the Trustee,
upon written request, and the Controlling Class Representative for the
applicable Sub-Pool a copy (or image in suitable electronic media) of each such
written report prepared by it, 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,
upon written


                                     -146-
<PAGE>


request, by the Master Servicer or the Special Servicer, as applicable, deliver
to each of the Depositor, the related Mortgage Loan Seller, 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 December 31,
2001, 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, the Trustee and the Controlling Class
Representative for the applicable Sub-Pool 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 Mortgage Loan, and within 30 days after receipt by the Master
Servicer from the Special Servicer or otherwise, as to a Specially Serviced
Mortgage Loan and 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 and not already provided pursuant to the preceding
paragraph, the underlying operating statements and rent rolls, to the Trustee,
the Special Servicer and the Controlling Class Representative for the applicable
Sub-Pool. All CMSA Operating Statement Analysis Reports shall be maintained by
the Master Servicer with respect to each Mortgaged Property and REO Property.
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 for the applicable
Sub-Pool, 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 such CMSA Operating Statement Analysis
(or update thereof) 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 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 for the applicable Sub-Pool
(in an electronic format reasonably acceptable to the Trustee 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.


                                     -147-
<PAGE>


     If, with respect to any Mortgage Loan (other than a Specially Serviced
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 4:00 p.m. (New York City time) on each Determination
Date, the Special Servicer shall prepare and deliver or cause to be delivered to
the Master Servicer and the Controlling Class Representative for the applicable
Sub-Pool the following reports (or data files relating to reports of the Master
Servicer) with respect to the Specially Serviced Mortgage Loans and any 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 Mortgage Loan by loan number and
property name). At or before 4:00 p.m. (New York City time) on 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 Mortgage Loans and any REO Properties, providing the
information required of the Special Servicer pursuant to Section 3.12(e) 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 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 the Specially Serviced Mortgage Loans and REO Properties 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, 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 and the CMSA Loan Setup File),
in each case providing the most recent information with respect to the Mortgage
Pool as of the related Determination Date (and which, in each case, if
applicable, will identify each subject 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
Business Day following the third Determination Date following the Closing Date.

     The Master Servicer may, but is not required to, make any of the reports or
files comprising the CMSA Investor Reporting Package (other than the CMSA Bond
Level File and the CMSA Collateral Summary File, which are prepared by the
Trustee), 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
Representatives, and (iii) each Certificateholder and Certificate Owner who
requests such 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


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<PAGE>


Trustee (with a copy to the Master Servicer). In connection with providing
access to the Master Servicer's 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.

     (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)
and 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 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 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
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) The Depositor shall provide to the Master Servicer and the Trustee the
initial data (as of the respective Due Dates for the Original Mortgage Loans in
December 2001 or the most recent earlier date for which such data is available)
contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File,
the CMSA Operating Statement Analysis Report and the CMSA Property File.

     (h) If the Master Servicer or the Special Servicer is required to deliver
any statement, report or information under any provision of this Agreement, 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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<PAGE>


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 clause (z) shall not apply to the
delivery of any information required to be delivered to the Trustee unless the
Trustee consents to such delivery.

     SECTION 3.13. Annual Statement as to Compliance.

     Each of the Master Servicer and the Special Servicer shall deliver to the
Trustee, the Depositor, the Underwriters, the Controlling Class Representatives
and each other, on or before April 30 of each year, beginning in 2003, 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 either 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 the Master Servicer and the Special Servicer shall each be
required to deliver its Annual Performance Certification by March 20 in 2003 or
any given year thereafter if it has received written confirmation from the
Trustee or the Depositor by January 31 of that year that a 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 April 30 of each year, beginning in 2003, 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, the Underwriters, the Controlling Class
Representatives and each other, 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 the Master Servicer and the Special Servicer shall
each be required to cause the delivery of its Annual Accountants' Report by
March 20 in 2003 or any given year thereafter if it has received written
confirmation from the Trustee or the Depositor by January 31 of that year that a
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


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<PAGE>


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 will 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 the Special Servicer shall afford to
the Trustee, any Fiscal Agent, the Depositor, each Rating Agency, the
Controlling Class Representatives and to the OTS, the FDIC and any other banking
or insurance regulatory authority that may exercise authority over any
Certificateholder or Certificate Owner, 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
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
shall each be entitled to 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 Representatives, the Master
Servicer and the Special Servicer may each 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, 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) No less often than on a monthly basis at a time reasonably designated
by the Controlling Class Representative for each Sub-Pool, each of the Master
Servicer and the Special Servicer shall, without charge, make a knowledgeable
Servicing Officer available, at the option of such Controlling Class
Representative either by telephone or at the office of such Servicing Officer,
to answer questions from such Controlling Class Representative regarding the
performance and servicing of the Mortgage Loans in, and/or REO Properties
relating to, such Sub-Pool 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, 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. The limited liability


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<PAGE>


company 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, shall sell any REO Property in accordance with Section 3.18(d) and, in
any event, by the end of the third calendar year (or, in the case of a
"qualified healthcare property" within the meaning of Section 856(c)(6) of the
Code, the end of the second 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 (or, in the case of a "qualified healthcare property"
within the meaning of Section 856(c)(6) of the Code, the end of the second
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 either 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 such
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, the Special Servicer shall (i)
promptly forward a copy of such REO Extension or Opinion of Counsel to the
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 paid by
and reimbursable to the Master Servicer as a Servicing Advance.

     (b) The Special Servicer shall segregate and hold all funds collected and
received in connection with any REO Property separate and apart from its own
funds and general assets. If an REO Acquisition shall occur, the Special
Servicer shall establish and maintain one or more 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 Collection 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


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<PAGE>


to the extent of amounts on deposit in the REO Account relating to such REO
Property. Within two Business Days following the end of each Collection Period,
the Special Servicer shall withdraw from the REO Account and deposit into the
Collection Account or deliver to the Master Servicer (which shall deposit such
amounts into the Collection Account) 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 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 the related 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).

     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"), 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, the Special Servicer shall deliver to the
     Trustee and the Controlling Class Representative for the applicable
     Sub-Pool, 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


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<PAGE>


     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.

     The Special Servicer's decision as to how each REO Property shall be
managed and operated shall, subject to Section 3.17(b), 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). Nothing in this Section 3.17(a) is intended to prevent the sale of an
REO Property pursuant to the terms and subject to the conditions of Section
3.18.

     (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 solely for the purpose of its prompt disposition and sale in
accordance with Section 3.18, 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 for purposes of Section 860D(a) 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 either Grantor Trust Pool. Except as
contemplated by Section 3.17(a), the Special Servicer shall not enter into any
lease, contract or other agreement 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 a Mortgage Loan) shall not cause
or allow the Trust to receive, any "net income from foreclosure property" that
is subject to taxation under the REMIC Provisions. Furthermore, the Special
Servicer may not, on behalf of the Trust, directly or through any agents, make
any significant operating decisions with respect to such REO Property that
address matters other than those consistent with the normal course of business,
complete any significant construction on such REO Property or provide vendor
financing for the sale of such REO Property. Subject to the foregoing, however,
the Special Servicer shall have full power and authority to do any and all
things in connection therewith as are 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 any 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


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<PAGE>


          (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, advance 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 (and
be reimbursed for such Advance as a Nonrecoverable Advance) 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;

          (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 paid by and reimbursable to the Master Servicer as a Servicing Advance.


                                     -155-

<PAGE>


     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 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, Section 3.27 and Section 9.01 of this
Agreement; the Mortgage Loan Purchase Agreement; the Column Performance
Guarantee and the related Mortgage Loan Documents.

     (b) If any Mortgage Loan becomes a Specially Designated Defaulted Mortgage
Loan, then the Special Servicer shall so notify the Trustee, the Controlling
Class Representative for the applicable Sub-Pool and the Master Servicer, and
the Trustee shall, in turn, notify the Holder(s) of the Controlling Class for
the applicable Sub-Pool 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 or, in the case of the
Bel Alliance GT 2 Portfolio Loan, the Bel Alliance GT 2 Portfolio Purchase
Option provided for in Section 3.27(b)), and report to the Trustee and the
Master Servicer, the Fair Value of such Mortgage Loan. The Special Servicer's
determination of the Fair Value of any Specially Designated Defaulted 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 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
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 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 for the applicable Sub-Pool and
the Master Servicer (and the Trustee shall, in turn, report to the Holder(s) of
the Controlling Class for the applicable Sub-Pool), the updated Fair Value of
the subject Specially Designated Defaulted Mortgage Loan.

     In determining the Fair Value of any Specially Designated Defaulted
Mortgage Loan, the Special Servicer shall take into account, among other
factors, the period and amount of the delinquency on such Mortgage Loan, the
occupancy level and physical condition of the related Mortgaged Property, the
state of the local economy in the area where the 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 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 Default 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


                                     -156-

<PAGE>


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 be paid
by and reimbursable to the Master Servicer 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 for the applicable
Sub-Pool (exclusive of the Depositor, the related Mortgage Loan Seller, or any
of their respective Affiliates and/or agents) may, at its option, purchase from
the Trust any Specially Designated Defaulted Mortgage Loan (such option, the
"Purchase Option"), at a cash price (the "Option Price") equal to the Fair Value
of such 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:

          (i) the Purchase Option with respect to any Specially Designated
     Defaulted Mortgage Loan will remain in effect only for the period (the
     "Option Period") that commences on the date that such Mortgage Loan first
     becomes a Specially Designated Defaulted Mortgage Loan and ends on the
     earliest of (A) the date on which such Mortgage Loan becomes a Corrected
     Mortgage Loan or otherwise ceases to be a Specially Designated Defaulted
     Mortgage Loan and (B) the date on which a Liquidation Event occurs with
     respect to such Mortgage Loan or the related Mortgaged Property becomes an
     REO Property.

          (ii) the Purchase Option with respect to any Specially Designated
     Defaulted Mortgage Loan will be assignable by the Majority Controlling
     Class Certificateholder for the applicable Sub-Pool during the Option
     Period to a third party other than the Depositor, the related Mortgage Loan
     Seller, 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 Mortgage Loan is not exercised by the Majority Controlling Class
     Certificateholder for the applicable Sub-Pool or any assignee thereof
     within 30 days after the Fair Value of such Mortgage Loan has initially
     been established as provided in Section 3.18(b) above, then the Majority
     Controlling Class Certificateholder for the applicable Sub-Pool 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 Mortgage
     Loan, the Special Servicer will be entitled to exercise such Purchase
     Option or to assign such Purchase Option to a third party other than the
     Depositor, the related Mortgage Loan Seller 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 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


                                     -157-

<PAGE>


     clause (iii) above, then such Purchase Option will automatically revert to
     the Majority Controlling Class Certificateholder for the applicable
     Sub-Pool; and

          (vi) prior to any exercise of the Purchase Option with respect to any
     Specially Designated Defaulted 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) that it believes that the Special
     Servicer's determination of the Fair Value of such Mortgage Loan reasonably
     reflects an amount no less than that which would, in its judgment, be
     realized in connection with a sale of such Mortgage Loan if it were offered
     in a commercially reasonable manner and an open bid auction were conducted
     (although the Special Servicer may revise any such Fair Value determination
     that is rejected by the Master Servicer (or, if applicable, the Trustee));

provided, that, solely with respect to the Bel Alliance GT 2 Portfolio Loan in
the event that it is a Special Serviced Mortgage Loan, the Class GT2 Directing
Certificateholder's right to purchase such Mortgage Loan pursuant to the Bel
Alliance GT 2 Portfolio Purchase Option under Section 3.27(b) shall take
precedence over the right of the Majority Controlling Class Certificateholder
for Sub-Pool No. 1 pursuant to the Purchase Option under this Section 3.18; and
provided, further, that, if the Depositor, a Mortgage Loan Seller or any
Affiliate or agent of the Depositor or a Mortgage Loan Seller shall, as Special
Servicer or the Majority Controlling Class Certificateholder for either
Sub-Pool, hold the Purchase Option with respect to any Specially Designated
Defaulted Mortgage Loan, then it may, at any time after the commencement of the
applicable Option Period, waive such Purchase Option by delivering written
notice of such waiver to the Master Servicer, the Special Servicer (if the
holder of such Purchase Option is not acting in such capacity) and the Trustee.

     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 that 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, or the Trustee may direct the Master
Servicer to pay, as the case may be, to such a third party (or, if the Master
Servicer or the Trustee makes the confirmation of the Special Servicer's Fair
Value determination as contemplated by clause (vi) of the preceding paragraph,
the Master Servicer may pay itself or the Trustee, as the case may be) a fee of
up to $2,500 plus (subject to the next sentence) related costs and expenses out
of the Collection Account maintained by the Master Servicer. The reasonable
costs of all appraisals, inspection reports and broker opinions of value,
incurred by the Master Servicer, the Trustee or any such third party 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.


                                      -158-

<PAGE>


     Any party entitled to do so may exercise the Purchase Option with respect
to any Specially Designated Defaulted 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 for the applicable Sub-Pool,
     evidence of its right to exercise such Purchase Option.

The actual purchase of such Specially Designated Defaulted Mortgage Loan shall
occur (by delivery of cash in the amount of the applicable Option Price to the
Special Servicer for deposit in the Master Servicer's Collection Account) no
later than 20 days after the later of (i) such exercise of the Purchase Option
with respect to such Mortgage Loan and (ii) if applicable, the confirmation of
the Special Servicer's Fair Value of such 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 Mortgage Loan in accordance with Section 3.09 and/or Section 3.20,
without regard to such Purchase Option.

     (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 for the applicable Sub-Pool 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


                                     -159-

<PAGE>


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 paid by and
reimbursable to the Master Servicer 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 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 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 a Collection Account. Any sale of a
Specially Designated Defaulted 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 with
respect to the purchase price therefor accepted by the Special Servicer or the
Trustee.

     (g) Any sale of any Specially Designated Defaulted Mortgage Loan or REO
Property shall be for cash only.


                                     -160-

<PAGE>


     (h) The purchase price for any Specially Designated Defaulted Mortgage Loan
or REO Property sold under this Section 3.18 shall be deposited into the Master
Servicer's Collection Account, 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 of such Mortgage Loan or REO Property in
the Person who purchased such Mortgage Loan or REO Property.

     SECTION 3.19. Additional Obligations of Master Servicer.

     (a) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account by 2:00 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 in respect of Performing Mortgage Loans during
the most recently ended Collection Period (other than as a result of the receipt
of Insurance Proceeds and/or Condemnation Proceeds), and (ii) the aggregate of
(A) with respect to such of those Prepayment Interest Shortfalls incurred with
respect to a particular Sub-Pool, that portion of the Master Servicer's Master
Servicing Fees for the related Collection Period that is, in the case of each
and every Mortgage Loan and REO Mortgage Loan in such Sub-Pool for which such
Master Servicing Fees are being paid in such Collection Period, calculated at
0.01% per annum, and (B) all Prepayment Interest Excesses 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 applicable
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 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 for the applicable Sub-Pool),
then, the amount specified in clause (ii)(A) above shall be an amount equal to
the entire Master Servicing Fee with respect to such Sub-Pool and such
Collection Period.

     (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
Servicing Advances (other than Nonrecoverable Servicing Advances) made by but
not previously reimbursed to 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 Sections 3.05(a) and 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.


                                     -161-

<PAGE>


     Notwithstanding anything to the contrary contained in any other Section of
this Agreement, if the Special Servicer is required under this Agreement (but
subject to the following paragraph), to make any Servicing Advance but does not
desire to do so, 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, 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
(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, by payment of such amount to the Special Servicer
within five Business Days of the Master Servicer's receipt of such request. The
Special Servicer shall then be responsible for disbursing such amounts to the
appropriate payees. Subject to the preceding sentence, 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 (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 Sections 3.05(a) and 3.11(g), at 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, good faith 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 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 Mortgage Loan, the Special Servicer shall obtain (or, if such
Mortgage Loan has a Stated Principal Balance of $2,000,000 or less, unless the
Controlling Class Representative for the applicable Sub-Pool permits 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 for
the applicable Sub-Pool. If such Appraisal is obtained from a Qualified
Appraiser, the cost thereof shall be paid by and reimbursable to the Master
Servicer as a Servicing Advance. Promptly following the receipt of, and based
upon, such Appraisal, the Special Servicer shall determine and report to the
Trustee and the Master Servicer and the Controlling Class Representative for the
applicable Sub-Pool the then applicable Appraisal Reduction Amount, if any, with
respect to the subject Required Appraisal Loan.


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<PAGE>


     For so long as any Mortgage Loan or REO Mortgage 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, at
its discretion, unless the Controlling Class Representative for the applicable
Sub-Pool objects, conduct) an update of the prior Appraisal. If such update is
obtained from a Qualified Appraiser, the cost thereof shall be paid by and
reimbursable to the Master Servicer as a Servicing Advance. Promptly following
the receipt of, and based upon, such update, the Special Servicer shall
redetermine, in consultation with the Controlling Class Representative for the
applicable Sub-Pool, 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 for the applicable Sub-Pool 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 for the applicable Sub-Pool, and upon
receipt of such Appraisal the Special Servicer shall redetermine the Appraisal
Reduction Amount.

     (d) The Master Servicer shall pay, without any right of reimbursement
therefor, the post-Closing Date fees of the Rating Agencies for ongoing
surveillance of the Rated Certificates; provided that the Master Servicer shall
not be required to pay without reimbursement the fees charged by any Rating
Agency for a confirmation as to the lack of an Adverse Rating Event with respect
to any Class of Rated Certificates in connection with any other particular
matter, unless the Master Servicer has failed to use efforts consistent with the
Servicing Standard to collect such fees from the Borrower, which shall include,
if it has the right to do so under the applicable Mortgage Loan, conditioning
its consent or approval on such payment by the Borrower unless such condition
would be a violation of applicable law or the Servicing Standard.

     (e) 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 the terms of the related
Mortgage Note. Promptly following its determination thereof, the Master Servicer
shall disclose to the Trustee and, upon request, any Certificateholder 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.

     (f) With respect to each Mortgage Loan that provides for defeasance, the
Master Servicer shall, to the extent permitted by the terms of such Mortgage
Loan, 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 Mortgage Loan (or defeased portion thereof) when
due (and assuming, in the case of an ARD Mortgage Loan, to the extent consistent
with the related loan documents, that such 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 Mortgage Loans) to
assume the Mortgage Loan (or defeased portion thereof) and own the defeasance
collateral and to provide an Opinion of Counsel to the effect that such entity
will not be consolidated with its principals, (iv) to


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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 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 the subject 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, and if either the terms of the 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 so long as the applicable Master
Servicer delivers to S&P a certification in the form attached hereto as Exhibit
M. In such case, the Master Servicer shall provide the Rating Agencies and the
Controlling Class Representative for the applicable Sub-Pool with notice that
the foregoing requirements have been met. However, if the subject 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 Mortgage
Loan do not permit the Master Servicer to impose such requirements and the
Master Servicer does not satisfy such requirements on its own, then the Master
Servicer shall so notify the Rating Agencies and the Controlling Class
Representative for the applicable Sub-Pool and, so long as such a requirement
would not violate applicable law or the Servicing Standard, 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 Mortgage Loan requires
the Borrower to pay all Rating Agency fees associated with defeasance (if Rating
Agency confirmation of no-downgrade is a 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 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 Mortgage Loan
Documents are fully enforceable in accordance with their terms (subject to
bankruptcy, insolvency and similar standard exceptions), and any applicable
rating confirmations.

     (g) The Master Servicer shall, as to each 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 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.

     (h) If a 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 the Mortgage Loan may be
accelerated and/or the accrual of 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.


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<PAGE>


     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, 3.24 and 3.27 and,
further to each of the following limitations, conditions and restrictions:

          (i) other than as provided in Sections 2.03(b), 3.02, 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 affect the
     security for such Mortgage Loan, unless the Master 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 15 Business Days from such notice), such consent
     shall be deemed to have been granted);

          (ii) other than as provided in Sections 3.02 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, good
     faith 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 Certificateholders (as a
     collective whole) on a present value basis (the relevant discounting of
     anticipated collections that will be distributable to Certificateholders 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


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<PAGE>


     anniversary of such Mortgage Loan's Stated Maturity Date, (B) three years
     prior to the Rated Final Distribution Date for any Class of Rated
     Certificates, (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 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 either
     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 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 estate 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 collateral is in compliance with
     applicable environmental laws and regulations and that there are no
     circumstances or conditions present with respect to such new 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; and

          (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 where a Mortgage Loan (or,
     in the case of a Cross-Collateralized Group, where such entire
     Cross-Collateralized Group) is satisfied, or except in the case of a
     release where (A) either (1) the use of the collateral to be released will


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<PAGE>


     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 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), (B) the remaining Mortgaged Property
     (together with any substitute collateral) is, in the Special Servicer's
     reasonable judgment, adequate security for the remaining Mortgage Loan and
     (C) 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);

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
regulation 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
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 easements 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.

     (b) The Special Servicer and Master Servicer shall not have any liability
to the Trust, the Certificateholders 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 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 Mortgage Loan, notwithstanding that the
terms of such 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 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 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) for the additional services
performed in connection with such request, together with any related costs and
expenses


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<PAGE>


incurred by it. All such fees collected by the Master Servicer and/or the
Special Servicer with respect to any 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 and the Controlling Class Representative
for the applicable Sub-Pool, 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 (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 such modification, waiver,
amendment or other action, promptly (and in any event within ten 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); provided that, if such modification, waiver or amendment
involves an extension of the maturity of any Mortgage Loan, such Officer's
Certificate shall be so delivered before the modification, waiver or amendment
is agreed to.

     (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 for the applicable Sub-Pool, 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,
Section 3.24 or Section 3.27 to the contrary, the Master Servicer shall not be
required to seek the consent of the Special Servicer or any Certificateholder or
obtain any confirmation of the Certificate ratings from the Rating Agencies in
order to approve the following modifications, waivers or amendments of the
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 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); and (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;


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<PAGE>


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 regulation 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
either 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 Mortgage Property
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
Mortgage Loan in accordance with Section 3.20(a), the Special Servicer, in the
case of a Specially Serviced Mortgage Loan, and the Master Servicer, in the case
of a Performing 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 for the applicable Sub-Pool 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 for the applicable Sub-Pool (in respect
of any matter as to which such consent is otherwise 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 for
the applicable Sub-Pool 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 for the applicable Sub-Pool
(and, in the case of the Bel Alliance GT 2 Portfolio Loan, the


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<PAGE>


Class GT2 Directing Certificateholder), 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 the
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 Business Days of the
occurrence of each related Servicing Transfer Event. No later than 10 Business
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 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 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 Mortgage
Loan, and the Special Servicer's right to receive the Special Servicing Fee with
respect to such Mortgage Loan, shall terminate, and the obligations of the
Master Servicer to service and administer such 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
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
Mortgage Loan upon its becoming a Corrected 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 Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

     (b) In servicing any Specially Serviced Mortgage Loans, 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 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 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 the Mortgage Loans and any REO Properties and as shall
be reasonably required by the requesting party in order to perform its duties
hereunder.


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     (d) In connection with the performance of its obligations hereunder, each
of the Master Servicer and the Special Servicer shall be entitled to rely upon
written information provided to it by the other.

     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,
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 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 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 to the
Master Servicer or the 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 Mortgage Loan
pursuant to this Agreement to terminate such agreement with respect to such
purchased 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 Special Servicer, as the case may be,
contemplated by Section 3.20 hereof without the consent of the Master Servicer
or Special Servicer, as the case may be; and (vi) does not permit the
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, have pursuant
to Section 6.03; provided that the appointment by the Master Servicer or 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 any 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 and the Depositor in writing
promptly of the


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<PAGE>


appointment by it of any Sub-Servicer (other than a Designated 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 Advances shall accrue interest in accordance with Sections 3.11(g)
and/or 4.03(d), 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 to ensure the
enforceability of the subject Mortgage Loans and to avoid any loss or liability
to the Trust.

     (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 or the Trust) 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 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.

     (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


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<PAGE>


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, the Master Servicer and
the Special Servicer shall remain obligated and liable to the Trustee and the
Certificateholders 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 each alone were servicing
and administering the Mortgage Loans or REO Properties for 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: (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 Mortgage Loans (including any such 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 Mortgage Loans; or (iii) the Controlling Class
Representative for the applicable Sub-Pool has consented.

     SECTION 3.23. Controlling Class Representatives.

     (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 for each of Sub-Pool No. 1 and
Sub-Pool No. 2 shall be entitled in accordance with this Section 3.23 to select
a representative (each, a "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 for either Sub-Pool No. 1 or Sub-Pool No. 2 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 for that Sub-Pool, (ii) the resignation or removal of the
Person acting as Controlling Class Representative for that Sub-Pool or (iii) a
determination by the Trustee that the Controlling Class for that Sub-Pool 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
for that Sub-Pool that they may select a Controlling Class Representative for
that Sub-Pool. Such notice shall set forth the process established by the
Trustee for selecting a Controlling Class Representative for either Sub-Pool No.
1 or Sub-Pool No. 2, which process may include the designation of the
Controlling Class Representative for that Sub-Pool by the related Majority
Controlling Class Certificateholder by a writing delivered to the Trustee. No
appointment of any Person as a Controlling Class Representative for either
Sub-Pool No. 1 or Sub-Pool No. 2 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).


                                     -173-

<PAGE>


     (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 for either Sub-Pool No. 1 or
Sub-Pool No. 2 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 for
that Sub-Pool 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 for that Sub-Pool, including,
in each case, names and addresses. With respect to such information, the Trustee
shall be entitled to conclusively rely on information provided to 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 be entitled to rely on such information
provided by the Trustee with respect to any obligation or right hereunder that
the Master Servicer and the Special Servicer may have to deliver information or
otherwise communicate with the Controlling Class Representative for that
Sub-Pool or any of the Holders (or, if applicable, Certificate Owners) of the
Controlling Class for that Sub-Pool. In addition to the foregoing, within two
Business Days of the selection, resignation or removal of a Controlling Class
Representative for either Sub-Pool No. 1 or Sub-Pool. No. 2, the Trustee shall
notify the other parties to this Agreement of such event.

     (c) A Controlling Class Representative for either Sub-Pool No. 1 or
Sub-Pool No. 2 may at any time resign as such by giving written notice to the
Trustee, the Special Servicer, the Master Servicer and to each Holder (or, in
the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class
for that Sub-Pool. 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 for either Sub-Pool No. 1 or Sub-Pool
No. 2 shall be entitled to remove any existing Controlling Class Representative
for that Sub-Pool 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 for either Sub-Pool No. 1 or
Sub-Pool No. 2 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 for that Sub-Pool, 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 for that Sub-Pool, in writing, of the resignation or removal of such
Controlling Class Representative.

     (e) Any and all expenses of the Controlling Class Representative for either
Sub-Pool No. 1 or Sub-Pool No. 2 shall be borne by the Holders (or, if
applicable, the Certificate Owners) of Certificates of the Controlling Class for
that Sub-Pool, 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 for either Sub-Pool No. 1 or
Sub-Pool No. 2 by a Borrower with respect to this Agreement or any particular
Mortgage Loan in the related Sub-Pool, the Controlling Class Representative for
that Sub-Pool 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


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<PAGE>


also named parties to the same action and, in the sole judgment of the Special
Servicer, (i) such 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 such
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 for that Sub-Pool. This provision shall survive
the termination of this Agreement and the termination or resignation of any
Controlling Class Representative for either Sub-Pool No. 1 or Sub-Pool No. 2.

     SECTION 3.24. Certain Rights and Powers of the Controlling Class
                   Representatives.

     (a) The Controlling Class Representative for each of Sub-Pool No. 1 and
Sub-Pool No. 2 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 (ix) of the following
sentence. In addition, notwithstanding anything in any other Section of this
Agreement to the contrary, but in all cases subject to Section 3.20(g), Section
3.24(b) and Section 3.27(a), the Special Servicer will not be permitted to take,
or consent to the applicable Master Servicer's taking, any of the actions
identified in clauses (i) through (ix) of this sentence, unless and until the
Special Servicer has notified the Controlling Class Representative for the
applicable Sub-Pool in writing of the Special Servicer's intent to take or
permit the particular action and the Controlling Class Representative for the
applicable Sub-Pool has consented (or has failed to object) thereto in writing
within five Business Days of having been notified thereof in writing and having
been provided with all reasonably requested information with respect thereto:

          (i) any proposed 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 Mortgage Loans as come into
     and continue in default;

          (ii) any modification, amendment or waiver of a monetary term
     (including any charge in the timing of payments but excluding the waiver of
     Default Charges) or any material non-monetary term (excluding any waiver of
     a "due-on-sale" or "due-on-encumbrance" clause, which clauses are addressed
     in clause (ix) below) of a Mortgage Loan;

          (iii) any acceptance of a discounted payoff with respect to any
     Specially Serviced Mortgage Loan;

          (iv) any proposed sale of an REO Property for less than the Stated
     Principal Balance of, and accrued interest (other than Default Interest and
     Post-ARD Additional Interest) on, the related Mortgage Loan, except in
     connection with a termination of the Trust Fund pursuant to Section 9.01;

          (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 collateral for any Mortgage Loan (other than in
     accordance with the specific terms of, or upon satisfaction of, such
     Mortgage Loan);


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<PAGE>


          (vii) any acceptance of substitute or additional collateral for any
     Specially Serviced Mortgage Loan (other than in accordance with the
     specific terms of such Mortgage Loan);

          (viii) any release of Earn-Out Reserve Funds or related Letter of
     Credit with respect to a Mortgaged Property securing a Mortgage Loan; and

          (ix) any waiver of a due-on-sale or due-on-encumbrance clause in any
     Mortgage Loan.

provided that, if the Special Servicer or the Master Servicer, as applicable,
determines that immediate action is necessary to protect the interests of the
Certificateholders (as a whole), the Special Servicer may take any such action
without waiting for the response of the Controlling Class Representative for the
applicable Sub-Pool.

     In addition, subject to Section 3.24(b) and Section 3.27(a), the
Controlling Class Representative for each of Sub-Pool No 1 and Sub-Pool No. 2
may direct the Special Servicer to take, or to refrain from taking, such actions
with respect to that Sub-Pool as such 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
for each of Sub-Pool No. 1 and Sub-Pool No. 2 with any information in the
Special Servicer's possession with respect to such matters with respect to that
Sub-Pool, including, without limitation, its reasons for determining to take a
proposed action.

     The Master Servicer or the Special Servicer, as applicable, shall notify
the Controlling Class Representative for the applicable Sub-Pool of any release
or substitution of collateral for a Mortgage Loan even if such release or
substitution is in accordance with the related Mortgage Loan Documents.

     (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 for
either Sub-Pool No. 1 or Sub-Pool No. 2 prior to acting, and the provisions of
this Agreement requiring such shall be of no effect, during the period prior to
the initial selection of a Controlling Class Representative for such Sub-Pool
and, if any Controlling Class Representative for such Sub-Pool 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 for either Sub-Pool No. 1 or Sub-Pool No.
2, 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 either Grantor Trust Pool, (C) expose the
Trust, the Depositor, the Master Servicer, the Special Servicer, any Fiscal
Agent, the Trustee, 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 Special Servicer's responsibilities
under this Agreement. Furthermore, the rights and powers of the Controlling
Class Representative for Sub-Pool No. 1 under Section 3.24(a) shall not apply to
the Bel Alliance GT 2 Portfolio Loan or any related REO


                                     -176-

<PAGE>


Property unless and until a Bel Alliance GT 2 Portfolio Change of Control Event
shall have occurred and is continuing.

     (c) Each Certificateholder acknowledges and agrees, by its acceptance of
its Certificates, that: (i) the Controlling Class Representative for each of
Sub-Pool No. 1 and Sub-Pool No. 2 may have special relationships and interests
that conflict with those of Holders of one or more Classes of Certificates; (ii)
the Controlling Class Representative for either Sub-Pool No. 1 or Sub-Pool No. 2
may act solely in the interests of the Holders of the Controlling Class for that
Sub-Pool; (iii) the Controlling Class Representative for either Sub-Pool No. 1
or Sub-Pool No. 2 does not have any duties to the Holders of any Class of
Certificates other than the Controlling Class for that Sub-Pool (and with
respect to such Controlling Class, Holders shall have no liability for any
action taken or omitted which does not constitute negligence, bad faith or
willful misfeasance); (iv) the Controlling Class Representative for either
Sub-Pool No. 1 or Sub-Pool No. 2 may take actions that favor interests of the
Holders of the Controlling Class for that Sub-Pool over the interests of the
Holders of one or more other Classes of Certificates; and (v) the Controlling
Class Representative for either Sub-Pool No. 1 or Sub-Pool No. 2 shall have no
liability whatsoever for having so acted or for any action taken or omitted, and
no Certificateholder may take any action whatsoever against the Controlling
Class Representative for either Sub-Pool No. 1 or Sub-Pool No. 2 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), Section 3.25(d) and Section 3.25(e), the
Controlling Class Representative for Sub-Pool No. 1 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, upon such removal or other termination, be paid by the
Certificateholders of the Controlling Class for Sub-Pool No. 1.

     (b) No removal of the Special Servicer and 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 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-2, 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 the appointment of the Person designated to serve as successor
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-2, 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 for Sub-Pool No. 1 without
cause, the Certificateholders of the Controlling Class for that Sub-Pool have


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<PAGE>


delivered to the Trustee and the terminated Special Servicer such
Certificateholders' joint and several undertaking to pay any expenses incurred
by the Trustee and such terminated 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 of all of its accrued and
unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a),
and reimbursement from the successor Special Servicer of all outstanding
Servicing Advances made by the terminated Special Servicer and all 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
Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and
(iii) such 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 the terminated Special Servicer with
respect to any Mortgage Loan or REO Property.

     (d) Notwithstanding Section 3.25(a), unless a Bel Alliance GT 2 Portfolio
Change of Control Event has occurred and is continuing, the Controlling Class
Representative for Sub-Pool No. 1 may not terminate and replace the Bel Alliance
GT 2 Portfolio Special Servicer without the written consent of the Class GT2
Directing Certificateholder. For so long as a Bel Alliance GT 2 Portfolio Change
of Control Event does not exist, the Controlling Class Representative for
Sub-Pool No. 1 may, however, without the written consent of the Class GT2
Directing Certificateholder, terminate and replace the General Special Servicer.
Furthermore, if a Bel Alliance GT 2 Portfolio Change of Control Event has
occurred and is continuing, the Controlling Class Representative for Sub-Pool
No. 1 may, without the written consent of the Class GT2 Directing
Certificateholder, terminate and replace both the Bel Alliance GT 2 Portfolio
Special Servicer and the General Special Servicer. In connection therewith,
references in Section 3.25(a), Section 3.25(b) and Section 3.25(c) to "Special
Servicer" shall mean solely the General Special Servicer or collectively the
General Special Servicer and the Bel Alliance GT 2 Portfolio Special Servicer,
as appropriate in accordance with this paragraph.

     (e) For so long as a Bel Alliance GT 2 Portfolio Change of Control Event
does not exist, the Class GT2 Directing Certificateholder shall have the same
rights to terminate and replace the Bel Alliance GT 2 Portfolio Special Servicer
as the Controlling Class Representative for Sub-Pool No. 1 would have to
terminate and replace the General 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 Bel Alliance GT 2 Portfolio Special Servicer, references therein
to "Controlling Class Representative for Sub-Pool No. 1" shall mean the


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Class GT2 Directing Certificateholder and references therein to
"Certificateholders of the Controlling Class" shall mean the Class GT2
Certificateholders.

     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 Mortgage Loan or REO Mortgage 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 Advances made thereby with respect to such
     Mortgage Loan or REO Mortgage 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 Mortgage Loan or REO Mortgage
     Loan, as the case may be, which interest was paid from a source other than
     Default Charges on such Mortgage Loan or REO Mortgage Loan, as the case may
     be;

          third, to pay any other outstanding expense incurred with respect to
     such Mortgage Loan or REO Mortgage Loan, as the case may be, that, if not
     paid from Default Charges collected on such Mortgage Loan or REO Mortgage
     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 Mortgage Loan
     or REO Mortgage Loan, as the case may be, and previously paid from a source
     other than Default Charges on such Mortgage Loan or REO Mortgage 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 were collected with respect to a Performing 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 Mortgage Loan or REO Mortgage 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).


                                      -179-

<PAGE>


     SECTION 3.27. Servicing of the Bel Alliance GT 2 Portfolio Loan

     (a) Prior to taking any of the following actions with respect to the Bel
Alliance GT 2 Portfolio Loan, the Special Servicer shall notify the Trustee,
which shall notify the Holders of the Class GT2 Certificates and, if so
requested within five (5) business days of providing that notice, to consult
with the Class GT2 Directing Certificateholder:

          (i) if the Bel Alliance GT 2 Portfolio Loan becomes a Specially
     Serviced Mortgage Loan, any foreclosure upon or comparable conversion,
     which may include the acquisition of an REO Property, of the ownership of
     the Bel Alliance GT 2 Portfolio Property;

          (ii) if the Bel Alliance GT 2 Portfolio Loan becomes a Specially
     Serviced Mortgage Loan, any modification of a monetary term other than an
     extension of the original maturity date for two (2) years or less;

          (iii) if the Bel Alliance GT 2 Portfolio Loan becomes a Specially
     Serviced Mortgage Loan, any acceptance of a discounted payoff;

          (iv) if the Bel Alliance GT 2 Portfolio Loan becomes a Specially
     Serviced Mortgage Loan, any determination to bring the Bel Alliance GT 2
     Portfolio Property into compliance with applicable environmental laws;

          (v) if the Bel Alliance GT 2 Portfolio Loan becomes a Specially
     Serviced Mortgage Loan, any release of collateral (other than in accordance
     with the terms of, or upon satisfaction of, the Bel Alliance GT 2 Portfolio
     Loan);

          (vi) if the Bel Alliance GT 2 Portfolio Loan becomes a Specially
     Serviced Mortgage Loan, any acceptance of substitute or additional
     collateral (other than in accordance with the terms of the Bel Alliance GT
     2 Portfolio Loan);

          (vii) any waiver of a "due-on-sale" or due-on-encumbrance" clause; and

          (viii) any acceptance of an assumption agreement releasing the related
     Borrower from liability.

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 GT2 Directing Certificateholder, who shall then have ten days (to the
extent such period does not delay the Special Servicer from taking any action
that is in the best interests of the certificateholders prior to the expiration
of such period) within which to consult with, advise and direct the Special
Servicer regarding the proposed action; provided that, if the Class GT2
Directing Certificateholder has not responded within such period, it shall be
deemed to have approved such action. Notwithstanding the foregoing, no such
advice, direction or consultation contemplated by the foregoing may (i) require
or cause the Special Servicer to violate any applicable law, (ii) be
inconsistent with the Servicing Standard, (iii) cause any Adverse REMIC Event
with respect to any REMIC Pool or cause any Adverse Grantor Trust Event with
respect to any Grantor Trust Pool, (iv) require or cause the Special Servicer to
violate any other provisions of this Agreement, (v) require or cause the Special
Servicer to violate the terms of the Bel Alliance GT 2 Portfolio Loan, (vi)
expose the Master Servicer, the Special Servicer, the Depositor, the Mortgage
Loan Sellers, the Trust Fund, the


                                     -180-

<PAGE>


Trustee or their Affiliates, officers, directors, employees or agents to any
claim, suit or liability, or (vii) materially expand the scope of the Master
Servicer's or Special Servicer's responsibilities under this Agreement; and the
Special Servicer will neither follow any such advice or direction if given by
the Class GT2 Directing Certificateholder nor initiate any such actions. Also
notwithstanding the foregoing, if a Bel Alliance GT 2 Portfolio Change of
Control Event has occurred and is continuing, the Special Servicer is under no
obligation to comply with any advice, direction or consultation provided by the
Class GT2 Directing Certificateholder.

     Prior to entering into any modification of the Bel Alliance GT 2 Portfolio
Loan that would have any of the effects described in clauses (ii), (iii), (v)
and/or (vi) of the first sentence of the first paragraph of this Section
3.27(a), the Master Servicer or Special Servicer, as applicable, shall provide
the Class GT2 Directing Certificateholder 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 GT2 Directing
Certificateholder shall have the right to purchase the Bel Alliance GT 2
Portfolio 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 such 5-Business Day period). In the event that it elects to exercise such
purchase option, the Class GT2 Directing Certificateholder shall deliver such
Purchase Price 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 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(b) hereof.

     (b) The Class GT2 Directing Certificateholder shall have the right, by
written notice to the Master Servicer and Special Servicer (a "Class GT2
Purchase Notice") delivered (i) during any Cure Period for which the Class GT2
Directing Certificateholder is entitled to make a Cure Payment or (ii) at any
time the Bel Alliance GT 2 Portfolio Loan is a Specially Serviced Loan, provided
that the Bel Alliance GT 2 Portfolio Loan is then default or default with
respect thereto is reasonably foreseeable, to purchase the Bel Alliance GT 2
Portfolio Loan in whole but not in part at the Purchase Price. Upon the delivery
of the Class GT2 Purchase Notice to the Master Servicer and Special Servicer,
the Master Servicer or Special Servicer, as applicable, shall cause the Trust
Fund to sell (and the Class GT2 Directing Certificateholder shall purchase) the
Bel Alliance GT 2 Portfolio Loan at the Purchase Price, on a date (the "Class
GT2 Purchase Date") not less than five (5) Business Days nor more than ten (10)
Business Days after the date of the Class GT2 Purchase Notice, as shall be
established by the Master Servicer or Special Servicer, as applicable. The
Purchase Price shall be calculated by the Master Servicer or Special Servicer,
as applicable, three (3) Business Days prior to the Class GT2 Purchase Date and
shall, absent manifest error, be binding upon the Class GT2 Directing
Certificateholder. Concurrently with the payment to the Trust of the Purchase
Price, the Master Servicer or Special Servicer, as applicable, shall direct the
Trustee to execute at the sole cost and expense of the Class GT2 Directing
Certificateholder in favor of the Class GT2 Directing Certificateholder
assignment documentation which will assign the Bel Alliance GT 2 Portfolio Loan
and the related Mortgage Loan Documents without recourse, representations or
warranties. The right of the Class GT2 Directing Certificateholder to purchase
the Bel Alliance GT 2 Portfolio 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 GT2 Directing Certificateholder
to purchase the Bell Alliance GT 2 Portfolio Loan under clause (ii) of the first
sentence of this paragraph shall automatically terminate upon (a) 3 Business


                                      -181-

<PAGE>


Days after delivery of notification by the Special Servicer to the Class GT2
Directing Certificateholder of the Special Servicer's intention to sell the Bel
Alliance GT 2 Portfolio Loan pursuant to Section 3.18 (if it is a Specially
Designated Defaulted Mortgage Loan) or (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. Notwithstanding the foregoing, the right of the Class GT2
Directing Certificateholder to purchase the Bel Alliance GT 2 Portfolio 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.

     (c) The Master Servicer or the Special Servicer, as applicable based on
their respective responsibilities, shall deliver to the Class GT2 Directing
Certificateholder notice of any monetary or non-monetary default with respect to
the Bel Alliance GT 2 Portfolio 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 GT2 Directing Certificateholder
shall have the right to cure defaults (each such cure a "Cure Event") with
respect to the Bel Alliance GT 2 Portfolio Loan within 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 default following the date of
such notice (such period, the "Cure Period" and, any payments made to effect any
such cure, "Cure Payments"); provided, however, that no single 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). In the event that the Class GT2 Directing Certificateholder shall make a
Cure Payment to the Master Servicer, then, the right of the Class GT2 Directing
Certificateholder to reimbursement for such Cure Payment (including the
reimbursement of a previous Advance made by the Master Servicer or the Trustee)
shall be subordinate to the payment of all other amounts due with respect to the
Bel Alliance GT 2 Portfolio Loan. Notwithstanding the foregoing, the making of a
Cure Payment by the Class GT2 Directing Certificateholder shall not act as a
waiver of any amounts due under the Mortgage Loan Documents by the related
Borrower.

     (d) Any decisions made by the Master Servicer or Special Servicer, as
applicable, with respect to the Bel Alliance GT 2 Portfolio Loan 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.

     (e) By its acceptance of a Class GT2 Certificate, each Class GT2
Certificateholder confirms its understanding that the Class GT2 Directing
Certificateholder may take actions that favor the interests of the Holders of
the Class GT2 Certificates over the interests of the Holders of other Classes of
Certificates and that the Class GT2 Directing Certificateholder may 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 GT2
Directing Certificateholder, agrees to take no action against the Class GT2
Directing Certificateholder as a result of such a special relationship or
conflict.


                                     -182-

<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
Class A/H 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-X Certificates and
     the Holders of the Class A-CP Certificates, up to, and pro rata as among
     such Classes of Certificateholders based on, their respective Current
     Interest Distribution Amounts for such Distribution Date;

          second, 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-X Certificates and
     the Holders of the Class A-CP Certificates, up to, and pro rata as among
     such Classes of Certificateholders based on, their respective Carryforward
     Interest Distribution Amounts for such Distribution Date;

          third, to make distributions of principal to the Holders of the Class
     A-1 Certificates, the Class A-2 Certificates and/or the Holders of the
     Class A-3 Certificates as follows--

          (i)  prior to the occurrence of the Final Distribution Date or any
               Senior Principal Distribution Cross-Over Date, sequentially,
               first to the Holders of the Class A-1 Certificates, up to the
               lesser of (A) the Class A/H Principal Distribution Amount for
               such Distribution Date and (B) the Class Principal Balance of the
               Class A-1 Certificates outstanding immediately prior to such
               Distribution Date, then to the Holders of the Class A-2
               Certificates, up to the lesser of (A) the Class A/H Principal
               Distribution Amount for such Distribution Date (exclusive of any
               distributions of principal made on such Distribution Date with
               respect to the Class A-1 Certificates) and (B) the Class
               Principal Balance of the Class A-2 Certificates outstanding
               immediately prior to such Distribution Date, and then to the
               Holders of the Class A-3 Certificates, up to the lesser of (A)
               the Class A/H Principal Distribution Amount for such Distribution
               Date (exclusive of any distributions of principal made on such
               Distribution Date with respect to the Class A-1 and Class A-2
               Certificates) and (B) the Class Principal Balance of the Class
               A-3 Certificates outstanding immediately prior to such
               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 and the Holders of the Class A-3
               Certificates, up to an aggregate amount equal to the lesser of
               (A) the Class A/H Principal Distribution Amount for such
               Distribution Date and (B) the


                                     -183-

<PAGE>


               aggregate of the Class Principal Balances of the Class A-P&I
               Certificates outstanding immediately prior to such Distribution
               Date, such aggregate amount to be allocated among such Classes of
               Certificateholders on a pro rata basis in accordance with the
               respective Class Principal Balances of such Classes of
               Certificates immediately prior to such Distribution Date; and

          fourth, to reimburse the Holders of the Class A-1 Certificates, the
     Holders of the Class A-2 Certificates and the Holders of the Class A-3
     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;

          fifth, to make distributions of interest to the Holders of the Class B
     Certificates, up to their Current Interest Distribution Amount for such
     Distribution Date;

          sixth, to make distributions of interest to the Holders of the Class B
     Certificates, up to their Carryforward Interest Distribution Amount for
     such Distribution Date;

          seventh, to make distributions of principal to the Holders of the
     Class B Certificates, up to the lesser of (i) the Class A/H Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class A-P&I
     Certificates on such Distribution Date) and (ii) the Class Principal
     Balance of the Class B Certificates outstanding immediately prior to such
     Distribution Date;

          eighth, to reimburse the Holders of the Class B Certificates for any
     Unfunded Principal Balance Reductions previously incurred thereby, up to
     their Loss Reimbursement Amount for such Distribution Date;

          ninth, to make distributions of interest to the Holders of the Class C
     Certificates, up to their Current Interest Distribution Amount for such
     Distribution Date;

          tenth, to make distributions of interest to the Holders of the Class C
     Certificates, up to their Carryforward Interest Distribution Amount for
     such Distribution Date;

          eleventh, to make distributions of principal to the Holders of the
     Class C Certificates, up to the lesser of (i) the Class A/H Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class A-P&I and/or
     Class B Certificates on such Distribution Date) and (ii) the Class
     Principal Balance of the Class C Certificates outstanding immediately prior
     to such Distribution Date;

          twelfth, to reimburse the Holders of the Class C Certificates for any
     Unfunded Principal Balance Reductions previously incurred thereby, up to
     their Loss Reimbursement Amount for such Distribution Date;

          thirteenth, to make distributions of interest to the Holders of the
     Class D Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;


                                     -184-

<PAGE>



          fourteenth, to make distributions of interest to the Holders of the
     Class D Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          fifteenth, to make distributions of principal to the Holders of the
     Class D Certificates, up to the lesser of (i) the Class A/H Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class A-P&I, Class B
     and/or Class C Certificates on such Distribution Date) and (ii) the Class
     Principal Balance of the Class D Certificates outstanding immediately prior
     to such Distribution Date;

          sixteenth, to reimburse the Holders of the Class D Certificates for
     any Unfunded Principal Balance Reductions previously incurred thereby, up
     to their Loss Reimbursement Amount for such Distribution Date;

          seventeenth, to make distributions of interest to the Holders of the
     Class E Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;

          eighteenth, to make distributions of interest to the Holders of the
     Class E Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          nineteenth, to make distributions of principal to the Holders of the
     Class E Certificates, up to the lesser of (i) the Class A/H Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class A-P&I, Class B,
     Class C and/or Class D Certificates on such Distribution Date) and (ii) the
     Class Principal Balance of the Class E Certificates outstanding immediately
     prior to such Distribution Date;

          twentieth, to reimburse the Holders of the Class E Certificates for
     any Unfunded Principal Balance Reductions previously incurred thereby, up
     to their Loss Reimbursement Amount for such Distribution Date;

          twenty-first, to make distributions of interest to the Holders of the
     Class F Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;

          twenty-second, to make distributions of interest to the Holders of the
     Class F Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          twenty-third, to make distributions of principal to the Holders of the
     Class F Certificates, up to the lesser of (i) the Class A/H Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class A-P&I, Class B,
     Class C, Class D and/or Class E Certificates on such Distribution Date) and
     (ii) the Class Principal Balance of the Class F Certificates outstanding
     immediately prior to such Distribution Date;

          twenty-fourth, to reimburse the Holders of the Class F Certificates
     for any Unfunded Principal Balance Reductions previously incurred thereby,
     up to their Loss Reimbursement Amount for such Distribution Date;

          twenty-fifth, to make distributions of interest to the Holders of the
     Class G Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;


                                     -185-

<PAGE>


          twenty-sixth, to make distributions of interest to the Holders of the
     Class G Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          twenty-seventh, to make distributions of principal to the Holders of
     the Class G Certificates, up to the lesser of (i) the Class A/H Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class A-P&I, Class B,
     Class C, Class D, Class E and/or Class F Certificates on such Distribution
     Date) and (ii) the Class Principal Balance of the Class G Certificates
     outstanding immediately prior to such Distribution Date;

          twenty-eighth, to reimburse the Holders of the Class G Certificates
     for any Unfunded Principal Balance Reductions previously incurred thereby,
     up to their Loss Reimbursement Amount for such Distribution Date;

          twenty-ninth, to make distributions of interest to the Holders of the
     Class H Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;

          thirtieth, to make distributions of interest to the Holders of the
     Class H Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          thirty-first, to make distributions of principal to the Holders of the
     Class H Certificates, up to the lesser of (i) the Class A/H Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class A-P&I, Class B,
     Class C, Class D, Class E, Class F and/or Class G Certificates on such
     Distribution Date) and (ii) the Class Principal Balance of the Class H
     Certificates outstanding immediately prior to such Distribution Date; and

          thirty-second, to reimburse the Holders of the Class H Certificates
     for any Unfunded Principal Balance Reductions previously incurred thereby,
     up to their Loss Reimbursement Amount for such Distribution Date.

     Any distributions of interest made with respect to the Class A-CP
Certificates or the Class A-X 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 Current Interest Distribution
Amounts of such Components for such Distribution Date. Any distributions of
interest made with respect to the Class A-CP Certificates or the Class A-X
Certificates on any Distribution Date pursuant to clause second 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 Carryforward Interest Distribution Amounts of such Components for
such Distribution Date.

     (b) On each Distribution Date, following the distribution of the Class A/H
Available Distribution Amount for such Distribution Date to the Holders of the
Class A-P&I, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates pursuant to Section 4.01(a), the Trustee shall apply amounts
remaining 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 Class J/Q Available Distribution Amount for such Distribution
Date:


                                     -186-

<PAGE>


          first, to make distributions of interest to the Holders of the Class J
     Certificates, up to their Current Interest Distribution Amount for such
     Distribution Date;

          second, to make distributions of interest to the Holders of the Class
     J Certificates, up to their Carryforward Interest Distribution Amount for
     such Distribution Date;

          third, to make distributions of principal to the Holders of the Class
     J Certificates, up to the lesser of (i) the Class J/Q Principal
     Distribution Amount for such Distribution Date and (ii) the Class Principal
     Balance of the Class J Certificates outstanding immediately prior to such
     Distribution Date;

          fourth, to reimburse the Holders of the Class J Certificates for any
     Unfunded Principal Balance Reductions previously incurred thereby, up to
     their Loss Reimbursement Amount for such Distribution Date;

          fifth, to make distributions of interest to the Holders of the Class K
     Certificates, up to their Current Interest Distribution Amount for such
     Distribution Date;

          sixth, to make distributions of interest to the Holders of the Class K
     Certificates, up to their Carryforward Interest Distribution Amount for
     such Distribution Date;

          seventh, to make distributions of principal to the Holders of the
     Class K Certificates, up to the lesser of (i) the Class J/Q Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class J Certificates on
     such Distribution Date) and (ii) the Class Principal Balance of the Class K
     Certificates outstanding immediately prior to such Distribution Date;

          eighth, to reimburse the Holders of the Class K Certificates for any
     Unfunded Principal Balance Reductions previously incurred thereby, up to
     their Loss Reimbursement Amount for such Distribution Date;

          ninth, to make distributions of interest to the Holders of the Class L
     Certificates, up to their Current Interest Distribution Amount for such
     Distribution Date;

          tenth, to make distributions of interest to the Holders of the Class L
     Certificates, up to their Carryforward Interest Distribution Amount for
     such Distribution Date;

          eleventh, to make distributions of principal to the Holders of the
     Class L Certificates, up to the lesser of (i) the Class J/Q Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class J and/or Class K
     Certificates on such Distribution Date) and (ii) the Class Principal
     Balance of the Class L Certificates outstanding immediately prior to such
     Distribution Date;

          twelfth, to reimburse the Holders of the Class L Certificates for any
     Unfunded Principal Balance Reductions previously incurred thereby, up to
     their Loss Reimbursement Amount for such Distribution Date;


                                     -187-

<PAGE>


          thirteenth, to make distributions of interest to the Holders of the
     Class M Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;

          fourteenth, to make distributions of interest to the Holders of the
     Class M Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          fifteenth, to make distributions of principal to the Holders of the
     Class M Certificates, up to the lesser of (i) the Class J/Q Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class J, Class K and/or
     Class L Certificates on such Distribution Date) and (ii) the Class
     Principal Balance of the Class M Certificates outstanding immediately prior
     to such Distribution Date;

          sixteenth, to reimburse the Holders of the Class M Certificates for
     any Unfunded Principal Balance Reductions previously incurred thereby, up
     to their Loss Reimbursement Amount for such Distribution Date;

          seventeenth, to make distributions of interest to the Holders of the
     Class N Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;

          eighteenth, to make distributions of interest to the Holders of the
     Class N Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          nineteenth, to make distributions of principal to the Holders of the
     Class N Certificates, up to the lesser of (i) the Class J/Q Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class J, Class K, Class
     L and/or Class M Certificates on such Distribution Date) and (ii) the Class
     Principal Balance of the Class N Certificates outstanding immediately prior
     to such Distribution Date;

          twentieth, to reimburse the Holders of the Class N Certificates for
     any Unfunded Principal Balance Reductions previously incurred thereby, up
     to their Loss Reimbursement Amount for such Distribution Date;

          twenty-first, to make distributions of interest to the Holders of the
     Class O Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;

          twenty-second, to make distributions of interest to the Holders of the
     Class O Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          twenty-third, to make distributions of principal to the Holders of the
     Class O Certificates, up to the lesser of (i) the Class J/Q Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class J, Class K, Class
     L, Class M and/or Class N Certificates on such Distribution Date) and (ii)
     the Class Principal Balance of the Class O Certificates outstanding
     immediately prior to such Distribution Date;

          twenty-fourth, to reimburse the Holders of the Class O Certificates
     for any Unfunded Principal Balance Reductions previously incurred thereby,
     up to their Loss Reimbursement Amount for such Distribution Date;


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          twenty-fifth, to make distributions of interest to the Holders of the
     Class P Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;

          twenty-sixth, to make distributions of interest to the Holders of the
     Class P Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          twenty-seventh, to make distributions of principal to the Holders of
     the Class P Certificates, up to the lesser of (i) the Class J/Q Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class J, Class K, Class
     L, Class M, Class N and/or Class O Certificates on such Distribution Date)
     and (ii) the Class Principal Balance of the Class P Certificates
     outstanding immediately prior to such Distribution Date;

          twenty-eighth, to reimburse the Holders of the Class P Certificates
     for any Unfunded Principal Balance Reductions previously incurred thereby,
     up to their Loss Reimbursement Amount for such Distribution Date;

          twenty-ninth, to make distributions of interest to the Holders of the
     Class Q Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;

          thirtieth, to make distributions of interest to the Holders of the
     Class Q Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;

          thirty-first, to make distributions of principal to the Holders of the
     Class Q Certificates, up to the lesser of (i) the Class J/Q Principal
     Distribution Amount for such Distribution Date (exclusive of any
     distributions of principal made with respect to the Class J, Class K, Class
     L, Class M, Class N, Class O and/or Class P Certificates on such
     Distribution Date) and (ii) the Class Principal Balance of the Class Q
     Certificates outstanding immediately prior to such Distribution Date; and

          thirty-second, to reimburse the Holders of the Class Q Certificates
     for any Unfunded Principal Balance Reductions previously incurred thereby,
     up to their Loss Reimbursement Amount for such Distribution Date.

     On each Distribution Date, following the distribution of the Class A/H
Available Distribution for such Distribution Date to the Holders of on the Class
A-P&I, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates pursuant to Section 4.01(a), the Trustee shall apply amounts
remaining 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 Class NW-SUB Available Distribution Amount for such Distribution
Date:

          first, to make distributions of interest to the Holders of the Class
     NW-SUB Certificates, up to their Current Interest Distribution Amount for
     such Distribution Date;

          second, to make distributions of interest to the Holders of the Class
     NW-SUB Certificates, up to their Carryforward Interest Distribution Amount
     for such Distribution Date;


                                     -189-

<PAGE>


          third, to make distributions of principal to the Holders of the Class
     NW-SUB Certificates, up to the lesser of (i) the Class NW-SUB Principal
     Distribution Amount for such Distribution Date and (ii) the Class Principal
     Balance of the Class NW-SUB Certificates outstanding immediately prior to
     such Distribution Date; and

          fourth, to reimburse the Holders of the Class NW-SUB Certificates for
     any Unfunded Principal Balance Reductions previously incurred thereby, up
     to their Loss Reimbursement Amount for such Distribution Date.

     On each Distribution Date, following the distributions on the Class A-P&I,
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 P and Class Q 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 apply amounts remaining 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 Class GT2
Available Distribution Amount for such Distribution Date:

          first, to make distributions of interest to the Holders of the Class
     GT2 Certificates, up to their Current Interest Distribution Amount for such
     Distribution Date;

          second, to make distributions of interest to the Holders of the Class
     GT2 Certificates, up to their Carryforward Interest Distribution Amount for
     such Distribution Date;

          third, to make distributions of principal to the Holders of the Class
     GT2 Certificates, up to the lesser of (i) the Class GT2 Principal
     Distribution Amount for such Distribution Date and (ii) the Class Principal
     Balance of the Class GT2 Certificates outstanding immediately prior to such
     Distribution Date; and

          fourth, to reimburse the Holders of the Class GT2 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 IV
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 Mortgage Loan or REO Mortgage Loan during the related Collection
Period (exclusive of any Liquidation Fee payable therefrom and, if received on
the Bel Alliance GT 2 Portfolio Loan or any successor REO Mortgage Loan,
exclusive of any portion thereof payable on the Class GT2 Certificates):


                                     -190-

<PAGE>


          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, if any, of such
     Prepayment Premium or Yield Maintenance Charge, as the case may be
     distributable pursuant to this paragraph.

     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
(exclusive of any Liquidation Fee payable therefrom and, if received with
respect to the Bel Alliance GT 2 Portfolio Loan or any successor REO Mortgage
Loan, exclusive of any portion thereof payable with respect to the Class GT2
Certificates); multiplied by (ii) a fraction (not greater than one or less than
zero), the numerator of which is equal to the total distributions of principal
made with respect to such Class of Yield Maintenance Certificates on such
Distribution Date that are attributable to the Sub-Pool to which the related
Mortgage Loan or REO Mortgage Loan belongs, and the denominator of which is
equal to the portion of the Total Principal Distribution Amount for such
Distribution Date that is attributable to the Sub-Pool to which the related
Mortgage Loan or REO Mortgage Loan belongs (exclusive, in the case of Sub-Pool
No. 1, of the Class GT2 Principal Distribution Amount). 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 of any
Liquidation Fee payable therefrom and, if received with respect to the Bel
Alliance GT 2 Portfolio Loan or any successor REO Mortgage Loan, exclusive of
any portion thereof payable with respect to the Class GT2 Certificates);
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 Mortgage Loan or REO Mortgage 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 total distributions of principal made with respect to such
Class of Yield Maintenance Certificates on such Distribution Date that are
attributable to the Sub-Pool to which the prepaid Mortgage Loan or REO Mortgage
Loan belongs, and the denominator of which is equal to the portion of the Total
Principal Distribution Amount for such Distribution Date that is attributable to
the Sub-Pool to which the prepaid Mortgage Loan or REO Mortgage Loan belongs
(exclusive, in the case of Sub-Pool No. 1, of the Class GT2 Principal
Distribution Amount).

     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.


                                     -191-

<PAGE>


     If any Yield Maintenance Charge is received with respect to the Bel
Alliance GT 2 Portfolio Loan or any successor REO Mortgage Loan during any
Collection Period, then on the related Distribution Date the Trustee shall
distribute to the Holders of the Class GT2 Certificates that portion of such
Yield Maintenance Charge that is equal to the product of (i) the entire amount
of such Yield Maintenance Charge, exclusive of any Liquidation Fee payable
therefrom, multiplied by (ii) a fraction, the numerator of which is the portion
of the subject principal prepayment distributable on the Class GT2 Certificates,
and the denominator of which is the entire amount of the subject principal
prepayment.

     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 III 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).

     (e) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account any amounts then on deposit in the Class V Sub-Account of
the Distribution Account that represent Post-ARD Additional Interest collected
in respect of the ARD Mortgage Loans during the related Collection Period, net
of any Workout Fees and/or Liquidation Fees payable therefrom, and shall
distribute such amounts to the Holders of the Class V 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 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.


                                     -192-

<PAGE>


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-X, Class A-CP,
Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K and Class L Certificates, copies of which
Letters of Representations are attached hereto as Exhibit C.

     (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 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


                                     -193-

<PAGE>


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
either 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 III to REMIC IV on such Distribution Date as
current accrued interest with respect to such Component's Corresponding REMIC
III Regular Interest as part of such REMIC III Regular Interest's Current
Interest Distribution Amount for such Distribution Date. All distributions of
past due interest made with respect to either Class of Certificates on each
Distribution Date pursuant to clause second 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 III to
REMIC IV on such Distribution Date as past due interest with respect to such
Component's Corresponding REMIC III Regular Interest as part of such REMIC III
Regular Interest's Carryforward 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 III to REMIC IV 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 III 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 III to REMIC IV on such Distribution Date with respect to the
Corresponding REMIC III 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 current accrued interest (as part of the
related Current Interest Distribution Amount for the subject Distribution Date),
of past due interest (as part of the related Carryforward 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 III Regular Interest(s) for such Class of
Certificates pursuant to the preceding sentence shall be deemed also to be a
distribution of current accrued interest (as part of the Current Interest
Distribution Amount(s) for such REMIC III Regular Interest(s) for the subject
Distribution Date), of past due interest (as part of the Carryforward Interest
Distribution Amount(s) for such REMIC III Regular Interest(s) for the subject
Distribution Date), of principal, of additional interest (in the form


                                     -194-

<PAGE>


of Prepayment Premiums and Yield Maintenance Charges) or in reimbursement of any
related Unfunded Principal Balance Reductions with respect to such REMIC III
Regular Interest(s).

     Each Class of Principal Balance Certificates shall have one Corresponding
REMIC III Regular Interest, except for the Class A-3 Certificates, which shall
have two Corresponding REMIC III Regular Interests. Deemed distributions of
current accrued interest made on REMIC III Regular Interest A-3-1 and REMIC III
Regular Interest A-3-2 shall be allocated between those two REMIC III Regular
Interests on a pro rata basis in accordance with their respective Current
Interest Distribution Amounts for the subject Distribution Date. Deemed
distributions of past due interest made on REMIC III Regular Interest A-3-1 and
REMIC III Regular Interest A-3-2 shall be allocated between those two REMIC III
Regular Interests on a pro rata basis in accordance with their respective
Carryforward Interest Distribution Amounts for the subject Distribution Date.
Deemed distributions of principal made on REMIC III Regular Interest A-3-1 and
REMIC III Regular Interest A-3-2 shall be allocated first to REMIC III Regular
Interest A-3-1, until its Uncertificated Principal Balance is reduced to zero,
and then to REMIC III Regular Interest A-3-2. Deemed distributions of additional
interest (in the form of Prepayment Premiums and Yield Maintenance Charges) made
on REMIC III Regular Interest A-3-1 and REMIC III Regular Interest A-3-2 shall
be allocated entirely to REMIC III Regular Interest A-3-1, for so long as its
Uncertificated Principal Balance is greater than zero, and then to REMIC III
Regular Interest A-3-2. Deemed distributions in reimbursement of Unfunded
Principal Balance Reductions made on REMIC III Regular Interest A-3-1 and REMIC
III Regular Interest A-3-2 shall be allocated between those two REMIC III
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 IV
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 III
Regular Interests on such Distribution Date pursuant to this Section 4.01(k).
Notwithstanding the deemed distributions on the REMIC III Regular Interests
described in this Section 4.01(k), except for the reimbursement of Cure Payments
pursuant to Section 4.01(n), 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) All distributions deemed to be made with respect to any of REMIC III
Regular Interest J, REMIC III Regular Interest K, REMIC III Regular Interest L,
REMIC III Regular Interest M, REMIC III Regular Interest N, REMIC III Regular
Interest O, REMIC III Regular Interest P, REMIC III Regular Interest Q, REMIC
III Regular Interest NW-SUB and REMIC III Regular Interest GT2 on each
Distribution Date pursuant to Section 4.01(k) shall be deemed to have first been
distributed from REMIC II to REMIC III on such Distribution Date with respect to
the REMIC II Regular Interest that has the same alphabetic or alphanumeric
designation as the subject REMIC III Regular Interest. In each case, if such
deemed distribution on any such REMIC III Regular Interest was a distribution of
current accrued interest (as part of the related Current Interest Distribution
Amount for the subject Distribution Date), of past due interest (as part of the
related Carryforward 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 REMIC III Regular Interest,
then the corresponding distribution deemed to be made on the REMIC II Regular
Interest that has the same alphabetic or alphanumeric designation as the


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<PAGE>


subject REMIC III Regular Interest, pursuant to the preceding sentence, shall be
deemed also to be a distribution of current accrued interest (as part of the
Current Interest Distribution Amount for such REMIC II Regular Interest for the
subject Distribution Date), of past due interest (as part of the Carryforward
Interest Distribution Amount for such REMIC II Regular Interest 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.

     All distributions deemed to be made with respect to any of REMIC III
Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest
A-3-1, REMIC III Regular Interest A-3-2, REMIC III Regular Interest B, REMIC III
Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E,
REMIC III Regular Interest F, REMIC III Regular Interest G and REMIC III Regular
Interest H on each Distribution Date pursuant to Section 4.01(k) shall be deemed
to have first been distributed from REMIC II to REMIC III on such Distribution
Date with respect to REMIC II Regular Interest A/H and/or REMIC II Regular
Interest A/H-NW. In each case, if such deemed distribution on any such REMIC III
Regular Interest was a distribution of current accrued interest (as part of the
related Current Interest Distribution Amount for the subject Distribution Date),
of past due interest (as part of the related Carryforward 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 REMIC III Regular Interest, then the corresponding distribution deemed
to be made on REMIC II Regular Interest A/H and/or REMIC II Regular Interest
A/H-NW, pursuant to the preceding sentence, shall be deemed also to be a
distribution of current accrued interest (as part of the Current Interest
Distribution Amount for the applicable such REMIC II Regular Interest for the
subject Distribution Date), of past due interest (as part of the Carryforward
Interest Distribution Amount for the applicable such REMIC II Regular Interest
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. Such deemed distributions shall be allocated between REMIC
II Regular Interest A/H and REMIC II Regular Interest A/H-NW as follows: (i) in
the case of deemed distributions of additional interest (in the form of
Prepayment Premiums and Yield Maintenance Charges), the subject distribution
shall be deemed made with respect to REMIC II Regular Interest A/H if the
subject Prepayment Premium or Yield Maintenance Charge, as the case may be, was
received with respect to a Mortgage Loan or REO Mortgage Loan in Sub-Pool No. 1,
and the subject distribution shall be deemed made with respect to REMIC II
Regular Interest A/H-NW if the subject Prepayment Premium or Yield Maintenance
Charge, as the case may be, was received with respect to a Mortgage Loan or REO
Mortgage Loan in Sub-Pool No. 2; (ii) in the case of deemed distributions of
principal, the subject distribution shall be allocated between REMIC II Regular
Interest A/H and REMIC II Regular Interest A/H-NW in the same proportions that
the portion of the Class A/H Principal Distribution Amount for the subject
Distribution Date described in clause (1) of the definition of "Class A/H
Principal Distribution Amount" and the portion of the Class A/H Principal
Distribution Amount for the subject Distribution Date described in clause (2) of
the definition of "Class A/H Principal Distribution Amount", respectively, bear
to the entire Class A/H Principal Distribution Amount for such Distribution
Date; (iii) in the case of deemed distributions in reimbursement of Unfunded
Principal Balance Reductions, the subject distribution shall be allocated
between REMIC II Regular Interest A/H and REMIC II Regular Interest A/H-NW on a
pro rata basis in accordance with the respective Loss Reimbursement Amounts for
such REMIC II Regular Interests for the subject Distribution Date; (iv) in the
case of deemed distributions of current interest, the


                                     -196-

<PAGE>


subject distribution shall be allocated between REMIC II Regular Interest A/H
and REMIC II Regular Interest A/H-NW on a pro rata basis in accordance with the
respective Current Interest Distribution Amounts for such REMIC II Regular
Interests for the subject Distribution Date; and (v) in the case of deemed
distributions of past due interest, the subject distribution shall be allocated
between REMIC II Regular Interest A/H and REMIC II Regular Interest A/H-NW on a
pro rata basis in accordance with the respective Carryforward Interest
Distribution Amounts for such REMIC II Regular Interests for the subject
Distribution Date.

     The distributions deemed made by the Trustee on each Distribution Date with
respect to the REMIC III 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 III
Residual Interest and/or the REMIC IV 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(l). Notwithstanding the deemed distributions
on the REMIC II Regular Interests described in this Section 4.01(l), except for
the reimbursement of Cure Payments pursuant to Section 4.01(n), 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 III
Regular Interests pursuant to Section 4.01(k) or on the REMIC II Regular
Interests pursuant to Section 4.01(l), 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 Bel Alliance GT 2 Portfolio Loan or any related REO
Property, the following distributions to REMIC II and, solely in the case of
clause seventh below, the Class GT2 Certificateholders 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 Bel Alliance GT 2 Portfolio Mortgage Loan or any related REO Property:

          first, distributions of interest with respect to REMIC I Regular
     Interest GT2-1, up to its Current Interest Distribution Amount and
     Carryforward Interest Distribution Amount for such Distribution Date;

          second, distributions of principal with respect to REMIC I Regular
     Interest GT2-1, up to the lesser of (i) the Uncertificated Principal
     Balance of REMIC I Regular Interest GT2-1 immediately prior to such
     Distribution Date and (ii) either (A) if no Bel Alliance GT 2 Portfolio
     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 GT2-1 immediately prior to such Distribution Date,
     and the denominator of which is the aggregate Uncertificated Principal
     Balance of REMIC I Regular Interest GT2-1 and REMIC I Regular Interest
     GT2-2 immediately prior to such Distribution Date, multiplied by (2) the
     portion of the Total Principal Distribution Amount for such Distribution
     Date allocable to the Bel Alliance GT 2 Portfolio Loan or any successor REO
     Mortgage Loan, or (B) if a Bel Alliance GT 2 Portfolio Payment Trigger
     Event has occurred and is continuing or if such Distribution Date is the
     Final Distribution Date, the


                                     -197-

<PAGE>


     entire portion of the Total Principal Distribution Amount for such
     Distribution Date allocable to the Bel Alliance GT 2 Portfolio Loan or any
     successor REO Mortgage Loan;

          third, reimbursements of Unfunded Principal Balance Reductions with
     respect to REMIC I Regular Interest GT2-1, up to its Loss Reimbursement
     Amount for such Distribution Date;

          fourth, distributions of interest with respect to REMIC I Regular
     Interest GT2-2, up to its Current Interest Distribution Amount and
     Carryforward Interest Distribution Amount for such Distribution Date;

          fifth, distributions of principal with respect to REMIC I Regular
     Interest GT2-2, up to the lesser of (i) the Uncertificated Principal
     Balance of REMIC I Regular Interest GT2-2 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 Bel Alliance GT 2 Portfolio Loan or any successor REO
     Mortgage Loan over (B) the amount of principal deemed distributed to REMIC
     II with respect to REMIC I Regular Interest GT2-1 on such Distribution Date
     pursuant to clause second above;

          sixth, reimbursements of Unfunded Principal Balance Reductions with
     respect to REMIC I Regular Interest GT2-2, up to its Loss Reimbursement
     Amount for such Distribution Date; and

          seventh, reimbursements of any outstanding Cure Payments made by the
     Directing Class GT2 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 III
Regular Interests pursuant to Section 4.01(k) or on the REMIC II Regular
Interests pursuant to Section 4.01(l), the Trustee shall be deemed to have made
out of the Standard Available Distribution Amount for such Distribution Date
(exclusive of any portion thereof deemed distributed with respect to REMIC I
Regular Interest GT2 and REMIC I Regular Interest GT2-2, or actually distributed
to the Class GT2 Directing Certificateholder, all pursuant to the preceding
paragraph), the following distributions to REMIC III 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 GT2 and REMIC I Regular
Interest GT2-2, or actually distributed to the Class GT 2 Directing
Certificateholder, all pursuant to the preceding paragraph):

          first, distributions of current accrued interest with respect to all
     of the REMIC I Regular Interests (other than REMIC I Regular Interest GT2-1
     and REMIC I Regular Interest GT2-2), up to, and pro rata as among such
     REMIC I Regular Interests based on, their respective Current Interest
     Distribution Amounts for such Distribution Date;

          second, distributions of past due interest with respect to all of the
     REMIC I Regular Interests (other than REMIC I Regular Interest GT2-1 and
     REMIC I Regular Interest GT2-2), up to, and pro rata as among such REMIC I
     Regular Interests based on, their respective Carryforward Interest
     Distribution Amounts for such Distribution Date;


                                     -198-
<PAGE>


          third, distributions of principal with respect to all of the REMIC I
     Regular Interests (other than REMIC I Regular Interest GT2-1 and REMIC I
     Regular Interest GT2-2), up to, and pro rata as among such REMIC I Regular
     Interests based on, their respective Principal Distribution Amounts for
     such Distribution Date; and

          fourth, reimbursements of Unfunded Principal Balance Reductions with
     respect to all of the REMIC I Regular Interests (including any REMIC I
     Regular Interests whose Uncertificated Principal Balances have previously
     been reduced to zero, but excluding REMIC I Regular Interest GT2-1 and
     REMIC I Regular Interest GT2-2), 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 IV Regular Interest Certificates pursuant to
Section 4.01(d), or the corresponding deemed distributions on the REMIC III
Regular Interests pursuant to Section 4.01(k) or on the REMIC II Regular
Interests pursuant to Section 4.01(l), 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 Mortgage Loan or REO Mortgage Loan during or prior
to the related Collection Period, such distribution to be deemed made with
respect to the REMIC I Regular Interest(s) that relate(s) to such Mortgage Loan
or REO Mortgage Loan, as the case may be; and any Prepayment Premium or Yield
Maintenance Charge so deemed distributed on REMIC I Regular Interest GT2-1 and
REMIC I Regular Interest GT2-2 on any Distribution Date shall be allocated
between such REMIC I Regular Interests on a pro rata basis in accordance with
the respective amounts of principal deemed distributed with respect to such
REMIC I Regular Interests on such Distribution Date.

            The distributions deemed made by the Trustee on each Distribution
Date with respect to the REMIC III Regular Interests pursuant to Section 4.01(k)
and the REMIC II 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 II
Residual Interest, the REMIC III Residual Interest or the REMIC IV Residual
Interest) or Section 4.01(d), shall be deemed to have been so made from the
amounts deemed distributed with respect to the REMIC I Regular Interests on such
Distribution Date pursuant to this Section 4.01(m). Notwithstanding the deemed
distributions on the REMIC I Regular Interests described in this Section
4.01(m), except for the reimbursement of Cure Payments pursuant to Section
4.01(n), 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.

     (n) 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 III
Regular Interests pursuant to Section 4.01(k), the REMIC II Regular Interests
pursuant to Section 4.01(l) or the REMIC I Regular Interest pursuant to Section
4.01(m), 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 the Granite Portfolio Mortgage Loan, any Replacement Mortgage
Loan substituted for the Granite Portfolio Mortgage Loan or any related REO
Property with respect to the foregoing, the following distributions to REMIC I,
in the


                                     -199-
<PAGE>


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 Granite Portfolio Mortgage Loan, any Replacement Mortgage
Loan substituted for the Granite Portfolio Mortgage Loan or any related REO
Property:

          first, distributions of interest with respect to the Loan REMIC
     Regular Interest, up to its Current Interest Distribution Amount and
     Carryforward Interest Distribution Amount for such Distribution Date;

          second, distributions of principal with respect to the 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 the Granite
     Portfolio Mortgage Loan, any Replacement Mortgage Loan substituted for the
     Granite Portfolio Mortgage Loan or any successor REO Mortgage Loan with
     respect to the foregoing; and

          third, reimbursements of Unfunded Principal Balance Reductions with
     respect to the 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 IV Regular Interest Certificates pursuant to
Section 4.01(d), or the corresponding deemed distributions on the REMIC III
Regular Interests pursuant to Section 4.01(k), the REMIC II Regular Interests
pursuant to Section 4.01(l) or the REMIC I Regular Interests pursuant to Section
4.01(m), 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 the Granite Portfolio Mortgage Loan, any Replacement Mortgage Loan
substituted for the Granite Portfolio Mortgage Loan or any successor REO
Mortgage 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 III Regular Interests pursuant to Section 4.01(k), the
REMIC II Regular Interests pursuant to Section 4.01(l) and the REMIC I Regular
Interests pursuant to Section 4.01(m), 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, the REMIC III Residual Interest or the REMIC IV Residual
Interest) or Section 4.01(d), shall be deemed to have been so made from the
amounts deemed distributed with respect to the Loan REMIC Regular Interests on
such Distribution Date pursuant to this Section 4.01(n). Notwithstanding the
deemed distributions on the REMIC I Regular Interests described in this Section
4.01(n), 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 and the Special Servicer pursuant to Sections 3.12, 4.02(b) and
4.02(c), the Trustee shall prepare (or cause to be prepared) and, on each
Distribution Date, provide or make available electronically (or, upon request,


                                     -200-
<PAGE>


by first class mail) to the Depositor, the Master Servicer, the Special
Servicer, the Underwriters, the Rating Agencies, the Controlling Class
Representatives, 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 a statement substantially in
the form of, and containing the information set forth in, Exhibit E-1 hereto,
including the CMSA Bond Level File and the CMSA Collateral Summary File (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 Mortgage Loans and the Mortgaged Properties; provided that the Trustee need
not deliver to the Depositor, the Master Servicer, the Special Servicer, the
Underwriters, the Rating Agencies or the Controlling Class Representatives 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 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 the Depositor, the
Underwriters, the Master Servicer, the Special Servicer, the Rating Agencies,
the Controlling Class Representatives, each Certificateholder and each
Certificate Owner to which a Trustee Report was forwarded or otherwise made
available on such Distribution Date, 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 (excluding the CMSA Loan Setup File), 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); 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 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.

     The Trustee shall make available each month, to Certificateholders,
Certificate Owners, prospective investors and any other 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 (which, in each case, if applicable, will identify each Mortgage Loan by


                                     -201-
<PAGE>


loan number and property name) and, with the consent or at the direction of the
Depositor, such other information regarding the Certificates and/or the Mortgage
Loans as the Trustee may have in its possession; 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 CSFBC 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. After the Trustee shall have received the notice from the Depositor
regarding the sale of the Non-Registered Certificates, as described in the
preceding sentence, the Trustee shall make the Trustee Report available to any
interested party via its fax-on-demand service. The Trustee shall make the
Restricted Servicer Reports available each month, via the Trustee's Internet
Website only, to any Certificateholder, Certificate Owner, any Person identified
by any Certificateholder or Certificate Owner as a prospective transferee of a
Certificate or interest therein, any party hereto, the Controlling Class
Representatives, the Mortgage Loan Sellers, any Underwriter, or any Rating
Agency, 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 Representatives, the Mortgage Loan Sellers,
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 Representatives (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Trustee's Internet Website and fax on demand service, the Trustee may
require registration and the acceptance of a disclaimer. The Trustee shall not
be liable for the dissemination of information in accordance with this
Agreement. 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) By 3:00 p.m. New York City time on the second Business Day following
each Determination Date, the Master Servicer shall deliver to the Trustee the
CMSA Loan Periodic Update File and supplemental reports reflecting information
as of the close of business on the last day of the Collection Period, in a
mutually agreeable electronic format. Such CMSA Loan Periodic Update File and
any written information supplemental thereto shall include such information with
respect to the Mortgage Loans that is reasonably required by the Trustee for
purposes of making the calculations and preparing the reports for which the
Trustee is responsible pursuant to Section 4.01, this Section 4.02,


                                     -202-
<PAGE>


Section 4.04 or any other section of this Agreement, as set forth in reasonable
written specifications or guidelines issued by the Trustee from time to time.
Such information may be delivered by the Master Servicer to the Trustee by
telecopy or in such electronic or other form as may be reasonably acceptable to
the Trustee and the Master Servicer.

     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 in January 2002 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 Mortgage
Loans with respect to the period prior to the Closing Date). The Special
Servicer shall from time to time (and, in any event, as may be reasonably
required by the Master Servicer) provide the Master Servicer with such
information in its possession regarding the Specially Serviced Mortgage Loans
and REO Properties as 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
Special Servicer to disclose any information otherwise required to be disclosed
pursuant to Section 4.02(a), this Section 4.02(b) or Section 4.02(c) shall not
constitute a breach of Section 4.02(a), this Section 4.02(b) or of Section
4.02(c) 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 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).

     (c) 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 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
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.


                                     -203-
<PAGE>


     SECTION 4.03. P&I Advances.

     (a) On or before 2:00 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 in respect of
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 P&I Advances, or (iii) make P&I Advances in the
form of any combination of (i) and (ii) aggregating the total amount of P&I
Advances to be made. Any amounts held in the Collection Account for future
distribution and so used to make P&I Advances 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
required to be made 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 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 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 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.

     (b) The aggregate amount of P&I Advances to be made by the Master Servicer
in respect of any Distribution Date, subject to Section 4.03(c) 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 Workout Fees, due or deemed due, as the case may be, in respect of the
Mortgage Loans (including Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO 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.


                                     -204-
<PAGE>


     (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 (or, if
applicable, the Trustee or any Fiscal Agent) that it has made a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, shall be made by such Person in its reasonable
judgment and shall be evidenced by an Officer's Certificate delivered to the
Depositor, to the Special Servicer, to the Controlling Class Representative for
the applicable Sub-Pool and, if made by the Master Servicer, to the Trustee (on
or before the related P&I Advance Date in the case of a proposed P&I Advance),
setting forth the basis for such determination, accompanied by a copy of an
Appraisal of the related Mortgaged Property or REO Property performed within the
12 months preceding such determination by a Qualified Appraiser, and further
accompanied by any other information, including engineers' reports,
environmental surveys or similar reports, that the Person making such
determination may have obtained and that support such determination. The Trustee
and any Fiscal Agent shall be entitled to conclusively rely on any
nonrecoverability determination made by the Master Servicer with respect to a
particular P&I Advance. The Special Servicer shall promptly furnish any party
required to make P&I Advances hereunder with any information in its possession
regarding the Specially Serviced Mortgage Loans and REO Properties as such party
required to make P&I Advances may reasonably request.

     (d) 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 Mortgage 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, out of general
collections on the Mortgage Loans in and REO Properties relating to the
applicable Sub-Pool 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, and in no
event shall interest accrue in accordance with this Section 4.03(d) 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 to the extent a payment is received
but is being held by or on behalf of the Master Servicer in suspense.

     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(a), Section
4.01(b), Section 4.01(c), Section 4.01(d) and Section 4.01(e), the respective
Class Principal Balances of the following Classes of Principal Balance
Certificates shall be reduced, in the following order, by an aggregate amount
equal to the excess, if any, of (i) the aggregate Stated Principal Balance of
Sub-Pool No. 1 (net of the Uncertificated Principal Balance of REMIC I Regular


                                     -205-
<PAGE>


Interest GT2-2) immediately following the preceding Distribution Date (or, if
the subject Distribution Date is the initial Distribution Date, the aggregate
Cut-off Date Principal Balance of Sub-Pool No. 1, net of the initial
Uncertificated Principal Balance of REMIC I Regular Interest GT2-2), over (ii)
the sum of (A) the aggregate Stated Principal Balance of Sub-Pool No. 1 (net of
the Uncertificated Principal Balance of REMIC I Regular Interest GT2-2) that
will be outstanding immediately following such Distribution Date and (B) the
total distributions of principal made with respect to the following Classes of
Principal Balance Certificates out of the Sub-Pool No. 1 Available Distribution
Amount (exclusive of the Class GT2 Available Distribution Amount) for such
Distribution Date: first, the Class Q Certificates, until the related Class
Principal Balance is reduced to zero; second, the Class P Certificates, until
the related Class Principal Balance is reduced to zero; third, the Class O
Certificates, until the related Class Principal Balance is reduced to zero;
fourth, the Class N Certificates, until the related Class Principal Balance is
reduced to zero; fifth, the Class M Certificates, until the related Class
Principal Balance is reduced to zero; sixth, the Class L Certificates, until the
related Class Principal Balance is reduced to zero; seventh, the Class K
Certificates, until the related Class Principal Balance is reduced to zero;
eighth, the Class J Certificates, until the related Class Principal Balance is
reduced to zero; ninth, the Class H Certificates, until the related Class
Principal Balance is reduced to zero; tenth, the Class G Certificates, until the
related Class Principal Balance is reduced to zero; eleventh, the Class F
Certificates, until the related Class Principal Balance is reduced to zero;
twelfth, the Class E Certificates, until the related Class Principal Balance is
reduced to zero; thirteenth, the Class D Certificates, until the related Class
Principal Balance is reduced to zero; fourteenth, the Class C Certificates,
until the related Class Principal Balance is reduced to zero; fifteenth, the
Class B Certificates, until the related Class Principal Balance is reduced to
zero; and sixteenth, the Class A-P&I Certificates, until the aggregate related
Class Principal Balance is reduced to zero (the reductions in the respective
Class Principal Balances of the various Classes of Class A-P&I Certificates to
be made on a pro rata basis in accordance with the relative sizes of those Class
Principal Balances).

     On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c), Section 4.01(d) and Section 4.01(e), the respective
Class Principal Balances of the following Classes of Principal Balance
Certificates shall be reduced, in the following order, by an aggregate amount
equal to the excess, if any, of (i) the aggregate Stated Principal Balance of
Sub-Pool No. 2 immediately following the preceding Distribution Date (or, if the
subject Distribution Date is the initial Distribution Date, the aggregate
Cut-off Date Principal Balance of Sub-Pool No. 2), over (ii) the sum of (A) the
aggregate Stated Principal Balance of Sub-Pool No. 2 that will be outstanding
immediately following such Distribution Date and (B) the total distributions of
principal made with respect to the following Classes of Principal Balance
Certificates out of the Sub-Pool No. 2 Available Distribution Amount for such
Distribution Date: first, the Class NW-SUB Certificates, until the related Class
Principal Balance is reduced to zero; second, the Class H Certificates, until
the related Class Principal Balance is reduced to zero; third, the Class G
Certificates, until the related Class Principal Balance is reduced to zero;
fourth, the Class F Certificates, until the related Class Principal Balance is
reduced to zero; fifth, the Class E Certificates, until the related Class
Principal Balance is reduced to zero; sixth, the Class D Certificates, until the
related Class Principal Balance is reduced to zero; seventh, the Class C
Certificates, until the related Class Principal Balance is reduced to zero;
eighth, the Class B Certificates, until the related Class Principal Balance is
reduced to zero; and ninth, the Class A-P&I Certificates, until the aggregate
related Class Principal Balance is reduced to zero (the reductions in the
respective Class Principal Balances of the various Classes of Class A-P&I
Certificates to be made on a pro rata basis in accordance with the relative
sizes of those Class Principal Balances).

     On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c), Section 4.01(d) and Section


                                     -206-
<PAGE>


4.01(e), the Class Principal Balance of the Class GT2 Certificates shall be
reduced to the extent necessary (if at all) to equal the Uncertificated
Principal Balance of REMIC I Regular Interest GT2-2 that will be outstanding
immediately following such Distribution Date.

     All of the foregoing reductions to 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) All reductions, if any, made to the Class Principal Balances of the
respective Classes of the Principal Balance Certificates on each Distribution
Date, pursuant to Section 4.04(a), shall be deemed to have first been made to
the Uncertificated Principal Balances of various REMIC III Regular Interests, or
the Uncertificated Principal Balance of a particular REMIC III Regular Interest,
in accordance with the following sentence. On each Distribution Date, following
the deemed distributions to be made in respect of the REMIC III Regular
Interests pursuant to Section 4.01(k), the Uncertificated Principal Balance of
each REMIC III Regular Interest (or, in the case of REMIC III Regular Interest
A-3-1 and REMIC III Regular Interest A-3-2, the aggregate Uncertificated
Principal Balance of such REMIC III Regular Interests) shall be deemed reduced
to the same extent as was the Class Principal Balance of the Corresponding Class
of Principal Balance Certificates on such Distribution Date pursuant to Section
4.04(a). Any reductions to the Class Principal Balance of the Class A-3
Certificates on any Distribution Date pursuant to Section 4.04(a) shall be
deemed applied first to reduce the Uncertificated Principal Balance of REMIC III
Regular Interest A-3-1, until such Uncertificated Principal Balance is reduced
to zero, and then to reduce the Uncertificated Principal Balance of REMIC III
Regular Interest A-3-2. All such reductions in the Uncertificated Principal
Balances of the respective REMIC III Regular Interest shall be deemed to
constitute allocations of Realized Losses and Additional Trust Fund Expenses.

     (c) All reductions, if any, made to the respective Uncertificated Principal
Balances of the REMIC III Regular Interests on each Distribution Date pursuant
to Section 4.04(b), and all reductions, if any, made to the respective Class
Principal Balances of the Principal Balance Certificates on each Distribution
Date pursuant to Section 4.04(a), shall be deemed to have first been made to the
Uncertificated Principal Balances of various REMIC II Regular Interests, or the
Uncertificated Principal Balance of a particular REMIC II Regular Interest, in
accordance with the following sentence. On each Distribution Date, following the
deemed distributions to be made in respect of the REMIC II Regular Interests
pursuant to Section 4.01(l): the Uncertificated Principal Balances of each of
REMIC II Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M, REMIC II Regular Interest N, REMIC II
Regular Interest O, REMIC II Regular Interest P, REMIC II Regular Interest Q,
REMIC II Regular Interest NW-SUB and REMIC II Regular Interest GT2, shall be
deemed reduced in an amount equal to any reduction made on such Distribution
Date pursuant to Section 4.04(a) to the Class Principal Balance of the Class of
Principal Balance Certificates with an alphabetic or alphanumeric class
designation that is the same as the alphabetic or alphanumeric, as the case may
be, designation for the subject REMIC II Regular Interest; the Uncertificated
Principal Balance of REMIC II Regular Interest A/H-NW shall be deemed reduced in
an amount equal to the aggregate of any reductions made on such Distribution
Date pursuant to the first paragraph of Section 4.04(a) to the


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<PAGE>


respective Class Principal Balances of the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates;
and the Uncertificated Principal Balance of REMIC II Regular Interest A/H shall
be deemed reduced in an amount equal to the aggregate of any reductions made on
such Distribution Date pursuant to the second paragraph of Section 4.04(a) to
the respective Class Principal Balances of the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates.
All such reductions in the Uncertificated Principal Balances of the respective
REMIC II Regular Interest 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 the REMIC I Regular Interests pursuant to Section 4.01(m),
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
Mortgage Loan or REO Mortgage Loan, as the case may be (or, if applicable in
cases involving the substitution of multiple Replacement Mortgage Loans, the
aggregate Stated Principal Balance of each and every related Mortgage Loan
and/or REO Mortgage 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 GT2-2 (after taking account of
such deemed distributions pursuant to Section 4.01(m)) shall be reduced to the
extent necessary (if at all) to equal the excess, if any, of (i) the Stated
Principal Balance of the related Mortgage Loan or REO Mortgage Loan, as the case
may be (or, if applicable in cases involving the substitution of multiple
Replacement Mortgage Loans, the aggregate Stated Principal Balance of each and
every related Mortgage Loan and/or REO Mortgage Loan, as the case may be), that
will be outstanding immediately following such Distribution Date, over (ii) the
Uncertificated Principal Balance of REMIC I Regular Interest GT2-1 (after taking
account of such deemed distributions pursuant to Section 4.01(m)). 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.

     (e) On each Distribution Date, following the deemed distributions to be
made in respect of the Loan REMIC Regular Interest pursuant to Section 4.01(n),
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 Granite
Portfolio Mortgage Loan, any Replacement Mortgage Loan(s) substituted for the
Granite Portfolio Mortgage Loan and/or any successor REO Mortgage Loan(s) with
respect to the foregoing. 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.

     SECTION 4.05. Calculations.

     Provided that the Trustee receives the necessary information from the
Master Servicer and/or 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, the Sub-Pool 1 Available Distribution Amount, the Sub-Pool
No. 2 Available Distribution Amount, the Class A/H Available Distribution
Amount, the Class J/Q Available Distribution Amount, the Class NW-SUB Available
Distribution Amount and the Class GT2 Available Distribution Amount for each
Distribution Date and shall allocate such amounts 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


                                     -208-
<PAGE>


Section 4.05 shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.


                                     -209-
<PAGE>


                                   ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01. The Certificates.

     (a) The Certificates shall consist of 24 Classes with the following
respective alphabetic or alphanumeric Class designations: "A-X", "A-CP", "A-1",
"A-2", "A-3", "B", "C", "D", "E", "F", "G", "H", "J", "K", "L", "M", "N", "O",
"P", "Q", "NW-SUB", "GT2", "R" and "V", 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-6; 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-CP, Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K and Class L 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-CP, Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K and Class L 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 IV 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 Certificates and the Class V
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
officer. 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, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.


                                     -210-
<PAGE>


     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, 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 Depository 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: (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


                                     -211-
<PAGE>


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 Depository and registered in the name of Cede & Co. as nominee of the
Depository.

     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-CP, Class F, Class G,
Class H, Class J, Class K or Class L 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 Depository, Clearstream and/or Euroclear to direct
the Trustee to debit the account of a Depository Participant by a denomination
of interests in such Rule 144A Global Certificate, and credit the account of a
Depository 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-CP, Class F, Class G, Class H, Class J, Class K or Class
L 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 Depository, shall reduce the
denomination of the Rule 144A Global Certificate with respect to the Class A-X,
Class A-CP, Class F, Class G, Class H, Class J, Class K or Class L Certificates,
and increase the denomination of the


                                     -212-
<PAGE>


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, following the Release Date, any
interest in the Regulation S Global Certificate with respect to the Class A-X,
Class A-CP, Class F, Class G, Class H, Class J, Class K or Class L 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 Depository, Clearstream and/or Euroclear to direct the Trustee
to debit the account of a Depository Participant by a denomination of interests
in such Regulation S Global Certificate, and credit the account of a Depository
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-CP, Class F, Class G, Class H, Class J, Class K or Class L 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 Depository, shall reduce the denomination of the
Regulation S Global Certificate with respect to the Class A-X, Class A-CP, Class
F, Class G, Class H, Class J, Class K or Class L 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-CP, Class F, Class G, Class H, Class J, Class
K or Class L Certificates 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 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 Depository, Clearstream and/or Euroclear to direct the Trustee
to debit the account of a Depository Participant by a denomination of interests
in such Global Certificate. Upon delivery to the Certificate Registrar of the
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 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.


                                     -213-
<PAGE>


     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,
CSFBC, 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 a
Plan or to any Person who is directly or indirectly purchasing such Certificate
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 or Class V 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, either Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or any
Borrower with respect to Mortgage Loans constituting 5% of the aggregate
unamortized principal of all the 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 (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.


                                     -214-
<PAGE>


     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) 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 (iii) 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 (iv) if such Certificate is not
a Class A-Y, Class R or Class V 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, either Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to
Mortgage Loans constituting 5% of the aggregate unamortized principal of all the
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 (iv)(X) and (iv)(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 (iv)(X)
and (iv)(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 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


                                     -215-
<PAGE>


               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
               substantially in the form attached hereto as Exhibit H-1 (a
               "Residual Transfer Affidavit"), 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 Residual Transfer Affidavit 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 Residual
               Transfer Affidavit 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".

     (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


                                     -216-
<PAGE>


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 the Loan REMIC Residual Interest, the REMIC I Residual
Interest, the REMIC II Residual Interest, the REMIC III Residual Interest and
the REMIC IV 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 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


                                     -217-
<PAGE>


     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.

     SECTION 5.03. Book-Entry Certificates.

     (a) The Class A-X, Class A-CP, Class A-1, Class A-2, Class A-3, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class
L 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


                                     -218-
<PAGE>


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, 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 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 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.


                                     -219-
<PAGE>


     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, 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 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
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.


                                     -220-
<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 or the Certificateholders 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 or the Certificateholders for the breach of a
representation or warranty made by such party herein, or against any expense or
liability specifically required to be borne by such party without right of


                                     -221-
<PAGE>


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 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 and the Special Servicer shall be
entitled to be reimbursed therefor from the Collection Account as provided in
Section 3.05(a).

     In addition, neither the Master Servicer nor the Special Servicer shall
have any liability with respect to, and each shall 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 or the Special Servicer may rely in good
faith on information provided to it by the other (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.

     SECTION 6.04. Resignation of the Master Servicer or the Special Servicer.

     (a) The Master Servicer and the Special Servicer may each 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


                                     -222-
<PAGE>


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 6.06 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 3.11(a), 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.

     The Master Servicer and the Special Servicer shall each afford the
Depositor, the Trustee, the Controlling Class Representatives 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 request, the Master Servicer and the Special Servicer shall each
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


                                     -223-
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Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master
Servicer or the Special Servicer hereunder or exercise the rights of the Master
Servicer 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 or Special Servicer as Owner of a
                    Certificate.

     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 or the Special
Servicer or an 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 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 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 appropriate), 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 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 any amount required to be so deposited under this Agreement, which
     failure continues unremedied for one Business Day 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 the Collection Account, or to 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
     one Business Day following the date on which such deposit or remittance, as
     the case may be, was first required to be made;

          (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 Holders of Certificates entitled to at least 25% of the
     Voting Rights or by the Controlling Class Representative for either
     Sub-Pool No. 1 or Sub-Pool No. 2; provided, however, that with respect to
     any such breach which 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 days to effect such cure so long as the Master
     Servicer or the Special Servicer, as the case may be, has


                                     -225-
<PAGE>


     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 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 Holders of Certificates entitled to at least 25%
     of the Voting Rights or by the Controlling Class Representative for either
     Sub-Pool No. 1 or Sub-Pool No. 2; provided, however, that with respect to
     any such breach which 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 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 Moody's to
     the effect that the continuation of the Master Servicer or the Special
     Servicer in such capacity would, in and of itself, result, or has resulted,
     in a qualification, downgrade or withdrawal of one or more ratings assigned
     by Moody's to the Certificates; or

          (xii) Moody's places the rating of any Class of Certificates on
     "watchlist" status for possible ratings downgrade or withdrawal citing
     servicing concerns with respect to the Master Servicer or the Special
     Servicer as the sole or a contributory factor in such rating action, and


                                     -226-
<PAGE>


     Moody's has not removed such rating from "watchlist" status within 60 days
     thereafter or stated that servicing is no longer a contributory factor; or

          (xiii) the Master Servicer is removed from S&P's approved master
     servicer list or the Special Servicer is removed from S&P's approved
     special servicer list, and the Master Servicer or the Special Servicer, as
     the case may be, is not reinstated to that list within 60 days after its
     removal therefrom.

     When a single entity acts as Master Servicer and Special Servicer, an Event
of Default (other than an event described in clauses (xi) through (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
Trustee may, and at the written direction of the Holders of Certificates
entitled to not less than 25% of the Voting Rights, 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 and in and to the Trust Fund (other than pursuant to Section 3.11
or Section 6.03 and other than as a Holder of any Certificate). From and after
the receipt by the Defaulting Party of such written notice, all authority and
power of the Defaulting Party under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. 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 thereby to enable the Trustee to assume the Master Servicer's or
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 Special Servicer's, as the case may be, responsibilities and rights
hereunder, including the transfer within two 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, the Distribution
Account or any Servicing Account or Reserve Account held by it (if it is the
Defaulting Party) or by the Special Servicer to the REO Account, the Collection
Account or any Servicing Account or Reserve Account held by it (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, including
Workout Fees (as and to the extent provided in Section 3.11(c)), and it and its
members, managers, directors, officers, employees and agents shall continue to
be entitled to the benefits of Section 3.11 and Section 6.03 notwithstanding any
such termination). Any costs or expenses (including those of any other party


                                     -227-
<PAGE>


hereto) incurred in connection with any actions to be taken by the Master
Servicer or Special Servicer pursuant to this paragraph shall be borne by the
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 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 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 Mortgage Loan hereunder. As compensation therefor, the
Trustee shall be entitled to all fees and other compensation (subject to Section
3.11) 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. 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
Master Servicer or the Special Servicer, as the case may be, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer or the 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.

     If the Trustee or an Affiliate acts pursuant to this Section 7.02 as
successor to the Master Servicer, it may reduce the Excess Servicing Fee Rate to
the extent that its or such Affiliate's compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the
Trustee elects to appoint a successor to the Master Servicer other than itself
or an Affiliate pursuant to this Section 7.02, it may reduce the Excess
Servicing Fee Rate to the extent


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<PAGE>


reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
appoint a qualified successor Master Servicer that meets the requirements of
this Section 7.02.

     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. 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.

     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


                                     -230-
<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) or Section
     7.01(a)(xii) 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, and (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 or any 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, Officers' 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, order
     or direction of any of the Certificateholders, unless (in the Trustee's
     reasonable opinion) such


                                     -231-
<PAGE>


     Certificateholders shall have offered to the Trustee reasonable security or
     indemnity against the costs, expenses and liabilities which may be incurred
     therein or thereby; the Trustee shall not be required to expend or risk its
     own funds or otherwise incur any financial liability in the performance of
     any of its duties hereunder, or in the exercise of any of its rights or
     powers, if it shall have reasonable grounds for believing that repayment of
     such funds or adequate indemnity against such risk or liability is not
     reasonably assured to it; 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) except as contemplated by Section 8.06, 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 be deemed to 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 Master Servicer or
     Special Servicer, as the case may be) or of 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 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


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<PAGE>


     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 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, 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 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 Mortgage Loans to the Trust, or any funds
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 Master Servicer or Special
Servicer and the Master Servicer or Special Servicer, as the case may be, would
be so responsible hereunder. 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 Mortgage Loans and any REO Mortgage 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 Mortgage Loan and REO Mortgage Loan, the
Trustee's Fee shall accrue during each calendar month, commencing with December
2001, at the Trustee's Fee Rate on a principal amount equal to the Stated
Principal Balance of


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<PAGE>


such Mortgage Loan or REO Mortgage Loan immediately following the Distribution
Date in such calendar month (or, in the case of December 2001, on a principal
amount equal to the Cut-off Date Principal Balance of the particular Mortgage
Loan), whether or not interest is actually collected on each Mortgage Loan and
REO Mortgage Loan. With respect to each Mortgage Loan and REO Mortgage Loan, the
Trustee's Fee shall accrue from time to time on the same Interest Accrual Basis
as is applicable to such Mortgage Loan or REO Mortgage 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 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 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)
except as provided in Article X, 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.

     (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


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<PAGE>


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 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 S&P (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 S&P (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, any Mortgage Loan
Seller, 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) any Mortgage Loan Seller or
(v) any Affiliate of any of them, may be the Trustee hereunder.

     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 and all the Certificateholders. 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 other parties hereto and to the Certificateholders by the


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<PAGE>


Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

     (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 and to the
Certificateholders by the Depositor (or the Master Servicer, as the case may
be).

     (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 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 S&P, 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 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 and 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


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<PAGE>


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 and the Certificateholders.

     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 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


                                     -237-

<PAGE>


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, with the consent of the Master 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 if the Custodian is an
Affiliate of the Trustee such consent of the Master Servicer need not be
obtained and the Trustee shall inform the Master Servicer of such appointment.
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, any Mortgage Loan
Seller or any Affiliate of the Depositor or any Mortgage Loan Seller, 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 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 Representatives 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 or Certificate Owner,
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


                                     -238-

<PAGE>


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 Representatives 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, respectively, to the Trustee since the
Closing Date; (v) all Annual Accountants' Reports caused to be delivered by the
Master Servicer and the Special Servicer, respectively, 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 Mortgage Loan and REO Property that has been delivered to the
Trustee (all Appraisals of Mortgaged Properties and/or REO Properties shall be
delivered to the Trustee by the Master Servicer or Special Servicer, as
applicable, promptly following their 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, and 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


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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.

     In addition, the Master Servicer and the Special Servicer shall, upon
reasonable prior written request and during normal business hours, make
available for review by the Controlling Class Representative for either Sub-Pool
No. 1 or Sub-Pool No. 2, any additional information regarding the applicable
Sub-Pool that such Controlling Class Representative may reasonably request.

     (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 S&P (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)). 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 S&P,
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,


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<PAGE>


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 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 2001 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered


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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), the Trustee shall:

          (i) 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 and properly
     file with the Commission monthly, with respect to the Trust, a Current
     Report on Form 8-K with copies of the Trustee Reports, the CMSA Delinquent
     Loan Status Report, the CMSA Historical Loan Modification Report, the CMSA
     Historical Liquidation Report and the CMSA REO Status Report attached as
     exhibits;

          (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(b) (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 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; and

          (iii) within 90 days following the end of such fiscal year, prepare,
     execute and properly file with 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;

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 electronic filing via the EDGAR system (or in "ASCII", "Microsoft
Word", "Microsoft Excel" 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 and those items delivered to it in a
format readily convertible to a format suitable for electronic filing via the
EDGAR system) 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 or the Master Servicer, as applicable, in
a format suitable for electronic filing via the EDGAR system (or in "ASCII",
"Microsoft Word", "Microsoft Excel" 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), to the extent it is otherwise required to
deliver such items to the Trustee or Master Servicer, as applicable.

     (b) At all times during the Trust's fiscal year 2001 (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 Depositary) by at least 300 Holders and/or Depositary
Participants having accounts with the Depositary, 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:


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<PAGE>


          (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 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, 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
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(b) unless
such Responsible Officer was notified in writing.

     (c) If as of the beginning of any fiscal year for the Trust (other than
fiscal year 2001), 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.


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<PAGE>


                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.01. Termination Upon Repurchase or Liquidation of All 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 for Sub-Pool No. 1 (provided that any of
the remaining Mortgage Loans are part of Sub-Pool No. 1) of all 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 Mortgage Loans
remaining in the Trust Fund (exclusive of any REO Mortgage Loan(s)), plus (B)
the appraised value of each REO Property for the applicable Sub-Pool, 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 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) if the aggregate Class Principal Balance of the Class
A-P&I, Class B, Class C, Class D and Class E Certificates have been reduced to
zero, the acquisition of all of the Mortgage Loans and REO Properties remaining
in the Trust Fund by the Sole Certificateholder(s) in exchange for all the
remaining Certificates; and (iii) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in the Trust Fund; provided, however, that in no event shall the Trust
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 for Sub-Pool No. 1 (provided that any of the remaining
Mortgage Loans are part of Sub-Pool No. 1), the Master Servicer or the Special
Servicer, in that order of preference, may at its option elect to purchase all
the 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
Special Servicer, to the Holders of each 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 for Sub-Pool No. 1 desire to purchase all
of the Mortgage Loans and any REO Properties, preference shall be given to the
Certificateholder or group of Certificateholders with the


                                     -244-

<PAGE>


largest Percentage Interest in the Controlling Class for Sub-Pool No. 1. If the
Trust is to be terminated in connection with the purchase of all the Mortgage
Loans and each REO Property remaining in the Trust Fund by the Master Servicer,
the Special Servicer or any Controlling Class Certificateholder(s) for Sub-Pool
No. 1, such Person(s) shall: deliver to the Master Servicer for 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 thereto 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 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 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 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 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 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 Trustee for
deposit into 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 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
Mortgage Loans and REO Properties remaining in the Trust Fund.

     (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 Mortgage Loans and each REO Property remaining in
the Trust Fund by the Master Servicer, the Special Servicer or any
Certificateholder(s) of the Controlling Class for Sub-Pool No. 1, not earlier
than the 15th day and


                                     -245-

<PAGE>


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 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 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 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);


                                     -246-

<PAGE>


          (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 Mortgage Loans and each REO Property 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.


                                     -247-

<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


                                     -248-

<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 either 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 either 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.


                                     -249-

<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 either 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 Mortgage Loan (except in
connection with (A) a breach of any representation or warranty regarding any
Mortgage Loan set forth in or made pursuant to the related Mortgage Loan
Purchase Agreement, (B) the foreclosure, default or reasonably foreseeable
material default of a 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
Mortgage Loan, other than a Replacement 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
either 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 on the ARD Mortgage Loans and the Class V
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


                                     -250-

<PAGE>


the provisions hereof shall be interpreted consistently with this intention. In
addition, the parties intend that the portion of the Trust Fund consisting of
the Loan REMIC Residual Interest, the REMIC I Residual Interest, the REMIC II
Residual Interest, the REMIC III Residual Interest and the REMIC IV Residual
Interest shall constitute, and 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.

     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) Each of the Master Servicer, the Special Servicer and any Fiscal Agent
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.


                                     -251-

<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 either 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 either 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), or (vii) 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) or (vii) above shall not adversely
affect in any material respect the interests of any Certificateholder or 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
Mortgage Loans and/or REO Properties which are required to be distributed on any
Certificate, without the 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, (iv) adversely affect in any material respect the interests of any
third-party beneficiary to this Agreement or any provision herein, without the


                                     -252-

<PAGE>


consent of such third-party beneficiary, or (v) significantly change the
activities of the Trust, without the consent of the Holders of Certificates
entitled to no less than 51% of all the Voting Rights (without regard to
Certificates held by the Depositor or any of its Affiliates and/or agents).
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 or the Special Servicer shall not consent to any amendment
to this Agreement unless it 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 either 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
and to 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. Counterparts.

     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.

     (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) No Certificateholder 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


                                     -253-

<PAGE>


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 from time to time as partners or members of an association;
nor shall any Certificateholder 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 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 Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates entitled to at least 25% of the Voting Rights 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
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 substantive 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) 325-8106; (ii) in
the case of the Master Servicer or the Special Servicer, Midland Loan Services,
Inc., 210 West Tenth Street, 6th Floor, Kansas City, Missouri 64105, telecopy
number: (816) 435-2326, Attention: President; (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 2001-CK6, telecopy number (410)
884-2360 (with a copy to the Corporate Trust Office); (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


                                     -254-

<PAGE>


(212) 553-0300, and (B) Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,
Attention: CMBS Surveillance Department, telecopy number: (212) 438-2662; (v) in
the case of any Mortgage Loan Seller, the address for notices to such Mortgage
Loan Seller under the related 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 for Sub-Pool No. 1,
Anthracite, 345 Park Avenue, New York, New York 10154, Attention: Dan Sefcik,
telecopy number: (212) 754-8758; 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.

     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 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;


                                     -255-

<PAGE>


          (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 Mortgage Loan by a Mortgage
     Loan Seller or the Column Performance Guarantor as contemplated by Section
     2.03; and

          (vii) the final payment to any Class of Certificateholders (or, in the
     case of S&P, on all the Certificates).

     (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:

          (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, as the case may
be, shall furnish each Rating Agency such information with respect to the
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. In any event, the Master Servicer and the Special Servicer shall
notify each Rating Agency with respect to each of the following of which it has
actual knowledge:

          (i) any change in the lien priority of the Mortgage securing any
     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 collateral for,
     a Mortgage Loan that represents greater than 2% of the then aggregate
     Stated Principal Balance of the Mortgage Pool;

          (iv) any defeasance of a Mortgage Loan or material damage to a
     Mortgaged Property;

          (v) any change in a franchise held by the related Borrower;

          (vi) any loan subject to bankruptcy proceedings; and

          (vii) any release of a Letter of Credit or debt service reserve with
     respect to any Mortgage Loan.

     (d) Each of the Master Servicer and the Special Servicer, as the case may
be, 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):


                                     -256-

<PAGE>


          (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).

     (e) 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.

     (f) 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 Representatives.

     The Trustee, the Master Servicer or the Special Servicer, as the case may
be, shall deliver to the Controlling Class Representatives 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.

     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.


                                     -257-

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective officers thereunto duly authorized, in each case as
of the day and year first above written.

                                    CREDIT SUISSE FIRST BOSTON MORTGAGE
                                    SECURITIES CORP.
                                      Depositor

                                    By: _______________________________________
                                    Name:
                                    Title:


                                    MIDLAND LOAN SERVICES, INC.
                                         Master Servicer and Special Servicer

                                    By: _______________________________________
                                    Name:
                                    Title:



                                    WELLS FARGO BANK MINNESOTA, N.A.
                                         Solely in its capacity as Trustee


                                    By: _______________________________________
                                    Name:
                                    Title:


<PAGE>


STATE OF ___________________  )
                              )  ss.:
COUNTY OF __________________  )


     On the ______ day of ______________ 2001, before me, a notary public in and
for said State, personally appeared _______________________________, personally
known to me to be a ______________________________ 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.


                                         ______________________________________
                                                      Notary Public

[Notarial Seal]


<PAGE>


STATE OF ___________________  )
                              )  ss.:
COUNTY OF __________________  )


     On the ______ day of ____________ 2001, before me, a notary public in and
for said State, personally appeared ___________, known to me to be a
___________________ of MIDLAND LOAN SERVICES, INC., 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.



                                         ______________________________________
                                                      Notary Public

[Notarial Seal]


<PAGE>


STATE OF ___________________  )
                              )  ss.:
COUNTY OF __________________  )


     On the ______ day of ____________ 2001, before me, a notary public in and
for said State, personally appeared _____________, known to me to be a
___________________ 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.



                                         ______________________________________
                                                      Notary Public

[Notarial Seal]


<PAGE>

                                   EXHIBIT A-1

                  FORM OF CLASS A-X AND CLASS A-CP CERTIFICATES

        CLASS [A-X] [A-CP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-CK6

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:

<TABLE>
<CAPTION>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<S>                                          <C>
Pass-Through Rate:  Variable                 Class Notional Amount of the Class [A-X] [A-CP]
                                             Certificates as of the Closing Date:
                                             $__________

Closing Date:  December 27, 2001             Initial Certificate Notional Amount of this
                                             Certificate as of the Closing Date:
                                             $__________

First Distribution Date:                     Aggregate Stated Principal Balance of the Mortgage
January 17, 2002                             Loans as of the Closing Date ("Initial Pool
                                             Balance"):
                                             $986,430,065

Master Servicer and Special Servicer:        Trustee:
Midland Loan Services, Inc.                  Wells Fargo Bank Minnesota, N.A.

Certificate No. [A-X] [A-CP]                 CUSIP No.:  ____________________________
                                             Common Code:  __________________________
                                             ISIN No.:  _____________________________

</TABLE>


<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 (A) TO 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) TO 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.,
MIDLAND LOAN SERVICES, INC. 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 INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                                     A-1-2

<PAGE>


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.

[LEGEND FOR REGULATION S GLOBAL CERTIFICATE -- PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE CERTIFICATES AND
(B) DECEMBER 27, 2001, 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 OF
1933, AS AMENDED. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.]

     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-CP] 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-CP] Certificates. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of December 11, 2001
(the "Agreement"), among Credit Suisse First Boston Mortgage Securities Corp. as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Midland Loan Services, Inc. as master servicer (in such capacity,
the "Master Servicer," which term includes any successor entity under the
Agreement) and special servicer (in such capacity, the "Special Servicer", which
term 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. To the extent there are any inconsistencies between this
Certificate and the terms of the Agreement, the terms of the Agreement shall
govern.

     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-CP]
Certificates on the applicable Distribution Date pursuant to the Agreement. All
distributions made under the

                                     A-1-3


<PAGE>


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
and, if established, the REO 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 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 Certificate Registrar 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.

                                     A-1-4

<PAGE>


     If this Certificate constitutes a Rule 144A Global Certificate or a
Regulation S Global Certificate as to which interests herein are held and
transferred in book-entry form, then the transfer of those interests are subject
to the terms and conditions of Section 5.02(b) of the Agreement. In the event
that this Certificate constitutes a Rule 144A Global Certificate or a Regulation
S Global Certificate, then any Certificate Owner desiring to transfer its
interest herein may be required to obtain from the prospective transferee,
and/or to deliver to the Trustee and/or the Certificate Registrar, various
certifications and/or opinions, among other documents, and if the prospective
transferee is an Institutional Accredited Investor, then it will be required to
take delivery in the form of a physical, fully registered Certificate
representing such interest.

     The Rule 144A Global Certificates and the Regulation S 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-CP] 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 Credit Suisse First
Boston Corporation ("CSFB"), the Depositor, the Trustee, the Master Servicer,
the Special Servicer, any Fiscal Agent 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 Prohibited Transaction Exemption 89-90, a certification to the effect
that such Plan (X) is an accredited investor as defined in Rule

                                     A-1-5

<PAGE>



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, any
Fiscal Agent, any Mortgage Loan Seller, any Exemption-Favored Party, the Master
Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to
Mortgage Loans constituting 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 Certificate Registrar
(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 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

                                     A-1-6


<PAGE>

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 earlier 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 Holder or group of Holders
of the Controlling Class for Sub-Pool No. 1, 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 acquisition by the Sole Certificateholder(s) of all
the Mortgage Loans and each REO Property remaining in the Trust Fund in exchange
for all of the Certificates. The Agreement permits, but does not require, the
Master Servicer, the Special Servicer or any single Holder or group of Holders
of the Controlling Class for Sub-Pool No. 1 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. 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-1-7

<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 [A-X] [A-CP] Certificates referred to in the
within-mentioned Agreement.

Dated:

                                      WELLS FARGO BANK MINNESOTA, N.A.
                                      as Certificate Registrar


                                      By:_______________________________________
                                      Authorized Representative


                                     A-1-8


<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-1-9

<PAGE>


                                   EXHIBIT A-2

     FORM OF CLASS A-1, CLASS A-2, CLASS A-3, CLASS B, CLASS C, CLASS D AND
                              CLASS E CERTIFICATES


    CLASS [A-1] [A-2] [A-3] [B] [C] [D] [E] COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATE, SERIES 2001-CK6

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

<TABLE>
<CAPTION>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<S>                                                         <C>
Pass-Through Rate:  ____% per annum                         Class Principal Balance of the Class [A-1], [A-2]
                                                            [A-3] [B] [C] [D] [E]Certificates as of the Closing
                                                            Date:
                                                            $___________
Closing Date:  December 27, 2001                            Initial Certificate Principal Balance of
                                                            this Certificate as of the Closing Date:
                                                            $___________
First Distribution Date:                                    Aggregate Stated Principal Balance of the Mortgage
January 17, 2002                                            Loans as of the Closing Date ("Initial Pool Balance"):
                                                            $986,430,065

Master Servicer and Special Servicer:                       Trustee:
Midland Loan Services, Inc.                                 Wells Fargo Bank Minnesota, N.A.
Certificate No. [A-1] [A-2] [A-3] [B] [C] [D] [E]-___       CUSIP No.:  ______________________________
                                                            Common Code:  ____________________________
                                                            ISIN No.:  _______________________________

</TABLE>


<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 (A) TO 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) TO 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.,
MIDLAND LOAN SERVICES, INC. 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 INTERNAL
REVENUE CODE OF 1986, AS AMENDED (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.

                                     A-2-2

<PAGE>


     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] [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-1] [A-2] [A-3] [B] [C] [D] [E] Certificates. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as of December 11, 2001 (the "Agreement"), among
Credit Suisse First Boston Mortgage Securities Corp. as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
Midland Loan Services, Inc. as master servicer (in such capacity, the "Master
Servicer," which term includes any successor entity under the Agreement) and
special servicer (in such capacity, the "Special Servicer", which term 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. To the extent there
are any inconsistencies between this Certificate and the terms of the Agreement,
the terms of the Agreement shall govern.

     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] [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
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such

                                     A-2-3

<PAGE>

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 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

                                     A-2-4

<PAGE>


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 earlier 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 Holder or group of Holders
of the Controlling Class for Sub-Pool No. 1, 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 acquisition by the Sole Certificateholder(s) of all
the Mortgage Loans and each REO Property remaining in the Trust Fund in exchange
for all of the Certificates. The Agreement permits, but does not require, the
Master Servicer, the Special Servicer or any single Holder or group of Holders
of the Controlling Class for Sub-Pool No. 1 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. 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] [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 AND CLASS L CERTIFICATES


                CLASS [F] [G] [H] [J] [K] [L] COMMERCIAL MORTGAGE
                    PASS-THROUGH CERTIFICATE, SERIES 2001-CK6

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

<TABLE>
<CAPTION>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

<S>                                               <C>
Pass-Through Rate: [____% per annum]              Class Principal Balance of the Class [F] [G]
[Variable]                                        [H] [J] [K] [L] Certificates as of the Closing
                                                  Date:
                                                  $__________

Closing Date:  December 27, 2001                  Initial Certificate Principal Balance of this
                                                  Certificate as of the Closing Date:
                                                  $__________

First Distribution Date:                          Aggregate Stated Principal Balance of the Mortgage
January 17, 2002                                  Loans as of the Closing Date: ("Initial Pool Balance"):
                                                  $986,430,065

Master Servicer and Special Servicer:             Trustee:
Midland Loan Services, Inc.                       Wells Fargo Bank Minnesota, N.A.

Certificate No. [F] [G] [H] [J] [K] [L]-___       CUSIP No.:______________________________
                                                  Common Code:____________________________
                                                  ISIN No.:_______________________________
</TABLE>



<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 (A) TO 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) TO 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.,
MIDLAND LOAN SERVICES, INC. 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

                                     A-3-2

<PAGE>


CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[LEGEND FOR REGULATION S GLOBAL CERTIFICATE -- PRIOR TO THE DATE THAT IS 40 DAYS
AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THE CERTIFICATES AND
(B) DECEMBER 27, 2001, 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 OF
1933, AS AMENDED. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.]

     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] 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] Certificates. The Trust Fund was created and
the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as of December 11, 2001 (the "Agreement"), among Credit Suisse First
Boston Mortgage Securities Corp. as depositor (the "Depositor", which term
includes any successor entity under the Agreement), Midland Loan Services, Inc.
as master servicer (in such capacity, the "Master Servicer," which term includes
any successor entity under the Agreement) and special servicer (in such
capacity, the "Special Servicer", which term 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. To the extent there are any
inconsistencies between this Certificate and the terms of the Agreement, the
terms of the Agreement shall govern.

     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] Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the


                                     A-3-3

<PAGE>

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
and, if established, the REO 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 Certificate Registrar 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,

                                     A-3-4

<PAGE>


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 or a
Regulation S Global Certificate as to which interests herein are held and
transferred in book-entry form, then the transfer of those interests are subject
to the terms and conditions of Section 5.02(b) of the Agreement. In the event
that this Certificate constitutes a Rule 144A Global Certificate or a Regulation
S Global Certificate, then any Certificate Owner desiring to transfer its
interest herein may be required to obtain from the prospective transferee,
and/or to deliver to the Trustee and/or the Certificate Registrar, various
certifications and/or opinions, among other documents, and if the prospective
transferee is an Institutional Accredited Investor, then it will be required to
take delivery in the form of a physical, fully registered Certificate
representing such interest.

     The Rule 144A Global Certificates and the Regulation S 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] 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, Credit Suisse First Boston Corporation ("CSFB"), the Trustee, the
Master Servicer, the Special Servicer, any Fiscal Agent 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

                                     A-3-5

<PAGE>


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, any
Fiscal Agent, any Mortgage Loan Seller, any Exemption-Favored Party, the Master
Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to
Mortgage Loans constituting 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 Certificate Registrar
(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.]

                                     A-3-6

<PAGE>


     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
earlier 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 Holder or group of Holders of the Controlling Class for Sub-Pool No.
1, 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 acquisition by
the Sole Certificateholder(s) of all the Mortgage Loans and each REO Property
remaining in the Trust Fund in exchange for all of the Certificates. The
Agreement permits, but does not require, the Master Servicer, the Special
Servicer or any single Holder or group of Holders of the Controlling Class for
Sub-Pool No. 1 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. 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,

                                     A-3-7

<PAGE>



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] 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 M, CLASS N, CLASS O, CLASS P, CLASS Q,
                    CLASS NW-SUB AND CLASS GT2 CERTIFICATES


          CLASS [M] [N] [O] [P] [Q] [NW-SUB] [GT2] COMMERCIAL MORTGAGE
                    PASS-THROUGH CERTIFICATE, SERIES 2001-CK6

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

<TABLE>
<CAPTION>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<S>                                                         <C>
Pass-Through Rate: [___% per annum]                         Class Principal Balance of the Class [M] [N]
[Variable]                                                  [O] [P] [Q] [NW-SUB] [GT2] Certificates as of
                                                            the Closing Date:
                                                            $_________

Closing Date:  December 27, 2001                            Initial Certificate Principal Balance of this
                                                            Certificate as of the Closing Date:
                                                            $_________

First Distribution Date:                                    Aggregate Stated Principal Balance of the Mortgage
January 17, 2002                                            Loans as of the Closing Date ("Initial Pool Balance"):
                                                            $986,430,065

Master Servicer and Special Servicer:                       Trustee:
Midland Loan Services, Inc.                                 Wells Fargo Bank Minnesota, N.A.

Certificate No. [M] [N] [O] [P] [Q] [NW-SUB] [GT2] - ___    CUSIP No.:  __________________

</TABLE>



<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 (A) TO 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) TO 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.,
MIDLAND LOAN SERVICES, INC. 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.

                                     A-4-2


<PAGE>


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 PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

     This certifies that __________________ 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 [M] [N] [O]
[P] [Q] [NW-SUB] [GT2] 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 [M] [N] [O] [P] [Q] [NW-SUB] [GT2] Certificates. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as of December 11, 2001 (the "Agreement"), among
Credit Suisse First Boston Mortgage Securities Corp. as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
Midland Loan Services, Inc. as master servicer (in such capacity, the "Master
Servicer", which term includes any successor entity under the Agreement) and
special servicer (in such capacity, the "Special Servicer", which term 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. To the extent there
are any inconsistencies between this Certificate and the terms of the Agreement,
the terms of the Agreement shall govern.

     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 [M] [N] [O]
[P] [Q] [NW-SUB] [GT2] 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

                                     A-4-3

<PAGE>

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
and, if established, the REO 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 Certificate Registrar 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 as to which
interests herein are held and transferred in book-entry form, then the transfer
of those interests are subject to the terms and conditions of Section 5.02(b) of
the Agreement. In the event that this Certificate constitutes a Rule 144A Global
Certificate, then any Certificate Owner desiring to transfer its


                                     A-4-4


<PAGE>


interest herein may be required to obtain from the prospective transferee,
and/or to deliver to the Trustee and/or the Certificate Registrar, various
certifications and/or opinions, among other documents, and if the prospective
transferee is an Institutional Accredited Investor, then it will be required to
take delivery in the form of a physical, fully registered Certificate
representing such interest.

     The Rule 144A 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 [M] [N] [O] [P] [Q] [NW-SUB] [GT2]
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, Credit Suisse First Boston Corporation ("CSFB"), the Trustee, the
Master Servicer, the Special Servicer, any Fiscal Agent 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 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, any Fiscal Agent, any
Mortgage Loan Seller, any Exemption-Favored Party, the Master Servicer, the
Special Servicer, any Sub-Servicer or any Borrower with respect to Mortgage
Loans constituting 5% of the aggregate unamortized principal of all the Mortgage
Loans determined as of the Closing Date, or by an

                                     A-4-5

<PAGE>


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
Certificate Registrar (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

                                     A-4-6


<PAGE>


required to be distributed to them pursuant to the Agreement following the
earlier 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 Holder or group of Holders of the Controlling Class for Sub-Pool No.
1, 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 acquisition by
the Sole Certificateholder(s) of all the Mortgage Loans and each REO Property
remaining in the Trust Fund in exchange for all of the Certificates. The
Agreement permits, but does not require, the Master Servicer, the Special
Servicer or any single Holder or group of Holders of the Controlling Class for
Sub-Pool No. 1 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. 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-4-7

<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 [M] [N] [O] [P] [Q] [NW-SUB] [GT2] Certificates
referred to in the within-mentioned Agreement.

Dated:

                                          WELLS FARGO BANK MINNESOTA, N.A.
                                          as Certificate Registrar


                                          By:  _________________________________
                                          Authorized Representative


                                     A-4-8

<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-4-9

<PAGE>


                                   EXHIBIT A-5

                          FORM OF CLASS V CERTIFICATES

              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-CK6

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

<TABLE>
<CAPTION>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<S>                                       <C>
Closing Date:  December 27, 2001          Percentage Interest evidenced by this Class V
                                          Certificate:  ______%
First Distribution Date:                  Aggregate Stated Principal Balance of the Mortgage
January 17, 2002                          Loans as of the Closing Date ("Initial Pool Balance"):
                                          $986,430,065

Master Servicer and Special Servicer:     Trustee:
Midland Loan Services, Inc.               Wells Fargo Bank Minnesota, N.A.
Certificate No. V-___

</TABLE>


<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 (A) TO 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) TO 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.,
MIDLAND LOAN SERVICES, INC. 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 THE ARD 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 Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of December 11,
2001 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp. as depositor (the "Depositor", which term includes any successor entity
under the Agreement), Midland Loan Services, Inc. as master servicer (in such
capacity, the "Master Servicer", which term includes any successor entity under
the Agreement) and special servicer (in such capacity, the "Special Servicer",
which term 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

                                     A-5-2


<PAGE>

Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound. To the extent there are any
inconsistencies between this Certificate and the terms of the Agreement, the
terms of the Agreement shall govern.

     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 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
and, if established, the REO 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


                                     A-5-3


<PAGE>

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 Certificate or any interest
herein shall, and does hereby agree to, indemnify the Depositor, Credit Suisse
First Boston Corporation, 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
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) 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.

                                     A-5-4

<PAGE>


     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 earlier 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 Holder or group of Holders
of the Controlling Class for Sub-Pool No. 1, 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 acquisition by the Sole Certificateholder(s) of all
the Mortgage Loans and each REO Property remaining in the Trust Fund in exchange
for all of the Certificates. The Agreement permits, but does not require, the
Master Servicer, the Special Servicer or any single Holder or group of Holders
of the Controlling Class for Sub-Pool No. 1 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. 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

                                     A-5-5

<PAGE>


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-5-6


<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 Certificates referred to in the within-mentioned
Agreement.

Dated:

                                     WELLS FARGO BANK MINNESOTA, N.A.
                                     as Certificate Registrar

                                     By:  ______________________________________
                                     Authorized Representative


                                     A-5-7

<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-5-8

<PAGE>


                                   EXHIBIT A-6

                          FORM OF CLASS R CERTIFICATES

              CLASS R COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-CK6

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

<TABLE>
<CAPTION>

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<S>                                                         <C>
Closing Date:  December 27, 2001            Percentage Interest evidenced by this Class R
                                            Certificate: ___%

First Distribution Date:                    Aggregate Stated Principal Balance of the Mortgage
January 17, 2002                            Loans as of the Closing Date ("Initial Pool Balance"):
                                            $986,430,065

Master Servicer and Special Servicer:       Trustee:
Midland Loan Services, Inc.                 Wells Fargo Bank Minnesota, N.A.

Certificate No. R-___
</TABLE>



<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 (A) TO 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) TO 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.,
MIDLAND LOAN SERVICES, INC. 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 "RESIDUAL INTEREST" IN 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.

                                     A-6-2

<PAGE>


     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 R Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of December 11,
2001 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp. as depositor (the "Depositor", which term includes any successor entity
under the Agreement), Midland Loan Services, Inc. as master servicer (in such
capacity, the "Master Servicer", which term includes any successor entity under
the Agreement) and special servicer (in such capacity, the "Special Servicer",
which term 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. To the extent there are any inconsistencies between this
Certificate and the terms of the Agreement, the terms of the Agreement shall
govern.

     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
and, if established, the REO 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.

                                     A-6-3

<PAGE>

     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 Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Credit Suisse First Boston
Corporation, 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


                                     A-6-4

<PAGE>

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 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

                                     A-6-5


<PAGE>


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" or a "Disqualified Non-United States Tax Person". 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 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 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 "Disqualified Non-United States Tax Person" is, with respect to this
Certificate, any Non-United States Tax Person or agent thereof other than: (1) a
Non-United States Tax Person that (a) holds this Certificate and, for purposes
of Treasury regulation section 1.860G-3(a)(3), is subject to tax under Section
882 of the Code, (b) certifies that it understands that, for purposes of
Treasury regulation section 1.860E-1(c)(4)(ii), as a holder of this Certificate
for United States federal income tax purposes, it may incur tax liabilities in
excess of any cash flows generated by this Certificate and intends to pay taxes
associated with holding this Certificate, and (c) has furnished the Transferor
and the Trustee with an effective IRS Form W-8ECI or successor form and has
agreed to update such form as required under the applicable Treasury
regulations; or (2) a Non-United States Tax Person that has delivered to the
Transferor, the Trustee and the Certificate Registrar an opinion of nationally
recognized tax counsel to the effect that (x) the Transfer of this Certificate
to it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and (y) such Transfer of this Certificate will not be
disregarded for United States federal income tax purposes.

     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

                                     A-6-6

<PAGE>


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 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 earlier 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 Holder or group of Holders
of the Controlling Class for Sub-Pool No. 1, 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 acquisition by the Sole Certificateholder(s) of all
the Mortgage Loans and each REO Property remaining in the Trust Fund in exchange
for all of the Certificates. The Agreement permits, but does not require, the
Master Servicer, the Special Servicer or any single Holder or group of Holders
of the Controlling Class for Sub-Pool

                                     A-6-7

<PAGE>


No. 1 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. 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-6-8

<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 R Certificates referred to in the within-mentioned
Agreement.

Dated:

                                     WELLS FARGO BANK MINNESOTA, N.A.
                                     as Certificate Registrar

                                     By:  ______________________________________
                                     Authorized Representative


                                     A-6-9


<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-6-10

<PAGE>

<TABLE>

                                                            EXHIBIT B-1A

                                                  SCHEDULE OF COLUMN MORTGAGE LOANS

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6
                                                          COLUMN COLLATERAL

<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED          PROPERTY NAME                   ADDRESS                  CITY         STATE      CODE      ORIGINATOR
---     -------    -------------------------   -------------------------       ----------      -----     -----     -----------
<S>      <C>       <C>                         <C>                             <C>              <C>      <C>          <C>
 1                 Avalon Pavilions            345 Buckland Hills Drive        Manchester       CT       06040        Column

 2                 BEL ALLIANCE GT 2                                                                                  COLUMN
                   PORTFOLIO

2A                 Nob Hill Apartments         9900 Adleta Boulvard              Dallas         TX       75243

2B                 Driscoll Place Apartments   1303 Gears Road                  Houston         TX       77067

2C                 Crystal Bay Apartments      2323 West Bay Area               Webster         TX       77598
                                               Boulevard

2D                 Rollingwood Apartments      6300 Pewter Avenue               Richmond        VA       23224

2E                 Foxcroft Apartments         8702 North Dale Mabry             Tampa          FL       33614
                                               Highway

2F                 Maple Run Apartments        2003-7 Canterwood Drive         Charlotte        NC       28213

2G                 Hampton Forest Apartments   2207 Wade Hampton Boulevard     Greenville       SC       29615

 3                 Washington Design Center    300 D Street, SW                Washington       DC       20024         CSFB

 4                 Rockland Center             Route 59                          Nanuet         NY       10954        Column

 6                 Biltmore Square Mall        800 Brevard Road, Route 5       Asheville        NC       28806         CSFB

 8                 Horizon Pointe Shopping     2634, 2642, 2646, 2650,         Henderson        NV       89123        Column
                   Center                      2654, and 2662 Horizon
                                               Ridge Parkway

 9                 IBM Building                8051 Congress Avenue            Boca Raton       FL       33487        Column


10                 Key Landing Apartments      2019 Paulette Road              Baltimore        MD       21222        Column

11       ( A )     Bel Air Village             8401-8447 Elk Grove-Florin      Elk Grove        CA       95624         CSFB
                                               Road

12       ( A )     Laguna Park Village         6608-6704 Laguna Boulevard      Elk Grove        CA       95758        Column

13                 PARKER METROPOLITAN                                                                                COLUMN
                   PORTFOLIO PERM

13A                4550 Spring Valley Road     4550 Spring Valley Road       Farmers Branch     TX       75244

13B                13524 Welch Road            13524 Welch Road              Farmers Branch     TX       75244

13C                815 South Coppell Road      815 South Coppell Road           Coppell         TX       75019

13D                10351 Home Road             10351 Home Road                   Frisco         TX       75034

13E                2601 Kingsley Road          2601 West Kingsley Road          Garland         TX       75041

13F                4600 Simonton Road          4600 Simonton Road            Farmers Branch     TX       75244

<CAPTION>
                                                                          INITIAL
         MORTGAGE                                                FEE/     INTEREST     ORIG.       REM.        ORIG.         REM.
           LOAN         SUB-      ORIGINAL        CUT-OFF       LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #        SELLER        POOL      BALANCE         BALANCE        HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---      --------       ----    ----------      -----------     ------    --------    ------      -----      --------      --------
<S>       <C>            <C>    <C>             <C>               <C>         <C>       <C>        <C>          <C>          <C>
 1        Column         1      $71,900,000     $71,712,508       Fee         0         360        356          120          116

 2        COLUMN         1      $59,416,972     $48,981,566       FEE         0         360        346          120          106


2A

2B

2C


2D

2E


2F

2G

 3        Column         1      $49,000,000     $48,959,437       Fee         0         360        359          120          119

 4        Column         1      $27,600,000     $27,578,682       Fee         0         360        359          120          119

 6        Column         1      $26,000,000     $26,000,000       Fee        60         324        324          120          108

 8        Column         1      $20,600,000     $20,546,010       Fee         0         360        356          120          116



 9        Column         1      $20,500,000     $20,500,000       Fee        120     Interest   Interest        120          118
                                                                                       Only        Only

10        Column         1      $18,000,000     $17,939,980       Fee         0         360        355          120          115

11        Column         1      $11,900,000     $11,900,000       Fee        20         300        300          120          117


12        Column         1       $4,700,000      $4,700,000       Fee        20         300        300          120          117

13        COLUMN         1      $16,600,000     $16,552,877       FEE         0         360        355          120          115


13A

13B

13C

13D

13E

13F
<CAPTION>
                          INTEREST                                                                               SERVICING
                        CALCULATION                     FIRST                                                       AND
           INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #           RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---        --------     -----------      -------      ----------         ---         ------- ------------------- ----------
<S>         <C>          <C>             <C>          <C>                <C>          <C>    <C>                   <C>
 1          7.4500%      Actual/360      500,276      09/11/2001         N/A          Yes    Lock/28_Def/86_0%/6   0.0525%

 2          8.5400%      ACTUAL/360      381,376      11/01/2000         N/A          YES    LOCK/37_YM1/1_DEF/76  0.0525%


2A

2B

2C


2D

2E


2F

2G

 3          6.9500%      Actual/360      324,354      12/11/2001         N/A          Yes    Lock/25_Def/92_0%/3 0.0525%

 4          7.3000%      Actual/360      189,218      12/11/2001         N/A          Yes    Lock/25_Def/92_0%/3 0.0525%

 6          7.9500%      Actual/360      195,233      01/11/2001      12/11/2010      Yes    Lock/36_Def/80_0%/4 0.0525%

 8          7.4300%      Actual/360      143,052      09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%



 9          7.2500%      Actual/360      125,574      11/11/2001         N/A          Yes    Lock/26_Def/90_0%/4 0.0525%


10          7.2500%      Actual/360      122,792      08/11/2001         N/A          Yes    Lock/29_Def/85_0%/6 0.0525%

11          7.2000%      Actual/360      85,631       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%


12          7.2000%      Actual/360      33,821       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%

13          7.8500%      ACTUAL/360      120,074      08/11/2001         N/A          YES    LOCK/29_DEF/88_0%/3 0.0925%


13A

13B

13C

13D

13E

13F
</TABLE>

                                                               B-1A-1
<PAGE>
<TABLE>

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6
                                                          COLUMN COLLATERAL

<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED          PROPERTY NAME                   ADDRESS                  CITY         STATE      CODE      ORIGINATOR
---     -------    -------------------------   -------------------------       ----------      -----     -----     -----------
<S>      <C>       <C>                         <C>                             <C>              <C>      <C>          <C>

13G                1130 West Jackson Road      1130 West Jackson Road          Carrollton       TX       75006

13H                582 East Highway 121        582 East Highway 121            Lewisville       TX       75057

15                 Paces Commons Apartments    10501 Paces Avenue               Matthews        NC       28105        Column

16                 North Pointe Center         6715-6795 North Palm Avenue       Fresno         CA       93704         CSFB

18                 Park Ridge Office Center    1460, 1480 Renaissance          Park Ridge       IL       60068        Column
                                               Drive and 1550 Northwest
                                               Highway

19                 Lawndale Crossing           2600 Lawndale Drive             Greensboro       NC       27408        Column
                   Shopping Center

20                 Toco Hills Promenade        2851 North Druid Hills           Atlanta         GA       30329         CSFB
                   Shopping Center

21                 Wells Fargo Building        18700 North West Walker         Hillsboro        OR       97006         Union
                                               Road                                                                   Capital
                                                                                                                   Investments,
                                                                                                                        LLC

23                 Southridge Plaza            11613-11683 Cherry Avenue        Fontana         CA       92337        Column

24                 Gateway Center              23692-24042 Alicia Parkway    Mission Viejo      CA       92691         CSFB

25                 Allied Plaza                7777-7787 Alvarado Road          La Mesa         CA       91941         CSFB

26                 Country Walk Plaza          13707-89 Southwest 152nd          Miami          FL       33186        Column
                                               Street

28                 GRANITE PORTFOLIO                                                                                  COLUMN

28A                Adobe Creek Shopping        2800-2864 Thousand Oaks        San Antonio       TX       78232
                   Center                      Drive

28B                Carillion Hills Shopping    5805-5891 Babcock Road         San Antonio       TX       78240
                   Center

28C                Marbach Shopping Center     1745 Southwest Loop 410        San Antonio       TX       78227

29                 Ogden Corporate Center      801-815 Ogden Avenue              Lisle          IL       60534        Column

30                 Ashley of Spring Valley     693 South Wymore Road           Altamonte        FL       32714        Column
                   Apartments                                                   Springs

33                 Holiday Inn Ontario(1)      3400 Shelby Street               Ontario         CA       91764         CSFB

35                 Bremner Woods Apartments    4501-A Sprenkle Lane             Richmond        VA       23228         Union
                   Phase III                                                                                          Capital
                                                                                                                   Investments,
                                                                                                                        LLC

36                 Northtowne Plaza            2950, 2970 and 2990                Reno          NV       89512        Column
                                               Northtowne Lane

37                 Kittery Outlet Center &     340 & 350 US Route One           Kittery         ME       03904         Union
                   Kittery Barn                                                                                       Capital
                                                                                                                   Investments,
                                                                                                                        LLC

38                 C & T Warehouse             50 Independence Drive              Ayer          MA       01432         Union
                                                                                                                      Capital
                                                                                                                   Investments,
                                                                                                                        LLC

39                 Sierra Point Apartments     3800 Portland Street              Irving         TX       75038        Column


<CAPTION>
                                                                            INITIAL
          MORTGAGE                                                FEE/     INTEREST     ORIG.       REM.        ORIG.         REM.
            LOAN         SUB-      ORIGINAL        CUT-OFF       LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #         SELLER        POOL      BALANCE         BALANCE        HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---       --------       ----    ----------      -----------     ------    --------    ------      -----      --------      --------
<S>        <C>            <C>    <C>             <C>               <C>         <C>       <C>        <C>          <C>          <C>

13G

13H

15         Column         1      $16,250,000     $16,250,000       Fee        12         360        360          120          118

16         Column         1      $15,300,000     $15,270,777       Fee         0         360        357          120          117

18         Column         1      $13,700,000     $13,617,700       Fee         0         360        351          120          111



19         Column         1      $13,600,000     $13,563,451       Fee         0         360        356          120          116


20         Column         1      $13,500,000     $13,491,549       Fee         0         360        359          120          119


21         Column         1      $13,500,000     $13,466,546       Fee         0         360        356          120          116




23         Column         1      $11,500,000     $11,484,334       Fee         0         360        358          120          118

24         Column         1      $11,250,000     $11,235,863       Fee         0         360        358          120          118

25         Column         1      $11,000,000     $10,976,599       Fee         0         360        357          120          117

26         Column         1      $10,480,000     $10,465,366       Fee         0         360        358          120          118


28         COLUMN         1      $10,000,000      $9,969,536       FEE         0         360        354          120          114

28A


28B


28C

29         Column         1       $9,700,000      $9,680,530       Fee         0         360        357          120          117

30         Column         1       $9,680,000      $9,659,264       Fee         0         360        357          120          117


33         Column         1       $9,000,000      $8,943,852       Fee         0         300        293          120          113

35         Column         1       $8,500,000      $8,487,954       Fee         0         360        358          120          118




36         Column         1       $8,100,000      $8,080,236       Fee         0         360        356          120          116


37         Column         1       $8,100,000      $8,070,539       Fee         0         300        296          120          116




38         Column         1       $8,000,000      $7,934,649       Fee         0         360        343          120          103




39         Column         1       $7,900,000      $7,889,477       Fee         0         360        358          120          118


<CAPTION>
                          INTEREST                                                                               SERVICING
                        CALCULATION                     FIRST                                                       AND
           INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #           RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---        --------     -----------      -------      ----------         ---         ------- ------------------- ----------
<S>         <C>          <C>             <C>          <C>                <C>          <C>    <C>                   <C>

13G

13H

15          6.8600%      Actual/360      106,588      11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%

16          7.7600%      Actual/360      109,717      10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%

18          7.3500%      Actual/360      94,389       04/11/2001         N/A          Yes    Lock/33_Def/81_0%/6 0.0525%



19          7.3300%      Actual/360      93,515       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%


20          8.3400%      Actual/360      102,276      12/11/2001      11/11/2011      Yes    Lock/25_Def/94_0%/1 0.0525%


21          7.6500%      Actual/360      95,784       09/11/2001      08/11/2011      Yes    LOCK/28_DEF/89_0%/3 0.0525%




23          7.2500%      Actual/360      78,450       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%

24          7.5700%      Actual/360      79,202       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%

25          7.3000%      Actual/360      75,413       10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%

26          7.1500%      Actual/360      70,783       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%


28          8.4200%      ACTUAL/360      76,325       07/11/2001         N/A          YES    LOCK/30_DEF/87_0%/3 0.0525%

28A


28B


28C

29          7.5500%      Actual/360      68,156       10/11/2001      09/11/2011      Yes    Lock/27_Def/91_0%/2 0.0525%

30          7.2700%      Actual/360      66,166       10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%


33          8.2800%      Actual/360      71,141       06/11/2001         N/A          Yes    Lock/31_Def/83_0%/6 0.0525%

35          7.0900%      Actual/360      57,065       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%




36          7.7100%      Actual/360      57,806       09/11/2001      08/11/2011      Yes    Lock/28_Def/89_0%/3 0.0525%


37          8.2200%      Actual/360      63,702       09/11/2001         N/A          Yes    Lock/28_Def/88_0%/4 0.0525%




38          8.8100%      Actual/360      63,279       08/01/2000         N/A          Yes    Lock/41_Def/73_0%/6 0.0525%




39          7.3400%      Actual/360      54,375       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%
</TABLE>


                                                               B-1A-2
<PAGE>
<TABLE>

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6
                                                          COLUMN COLLATERAL

<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED          PROPERTY NAME                   ADDRESS                  CITY         STATE      CODE      ORIGINATOR
---     -------    -------------------------   -------------------------       ----------      -----     -----     -----------
<S>      <C>       <C>                         <C>                             <C>              <C>      <C>          <C>
41                 Northpointe Commons -       10050 Two Notch Road             Columbia        SC       29223         Union
                   Shops                                                                                              Capital
                                                                                                                   Investments,
                                                                                                                        LLC

42                 Christmas Tree Shops Plaza  490 Payne Road                 Scarborough       ME       04074        Column

47                 Summer Trace Apartments     6015 Summer Trace Drive          Memphis         TN       38134        Column

48                 FLORIDA ECKERD PORTFOLIO                                                                         WESTMINSTER
                                                                                                                      CAPITAL
                                                                                                                   COMPANY, L.C.

48A                Eckerd Pharmacy - Daytona   1350 Beville Road             Daytona Beach      FL       32114

48B                Eckerd Pharmacy - Tavares   550 West Burleigh Boulevard      Tavares         FL       32778

48C                Eckerd Pharmacy -           602 West Main Street            Inverness        FL       34450
                   Inverness

49                 1452 Third Street           1452-1456 Third Street         Santa Monica      CA       90401        Column
                   Promenade                   Promenade

50                 Creek Crossing Shopping     1919-1935 Faithon P. Lucas       Mesquite        TX       75181        Column
                   Center                      Drive

51                 Trolley Industrial Park     21100-21150 Trolley Drive         Taylor         MI       48180        Column

52                 North Hills Terrace         4115 Camelot Drive               Raleigh         NC       27609         Union
                                                                                                                      Capital
                                                                                                                   Investments,
                                                                                                                        LLC

54                 GLENWOOD PORTFOLIO                                                                                 COLUMN

54A                Kester Mill Village         1559 Hanes Mall Boulevard     Winston-Salem      NC       27103

54B                Lexington Crossing          1209-1227 North Lee Highway     Lexington        VA       24450

54C                Tri-Rivers Plaza            3549 Old Halifax Road          South Boston      VA       24592

55                 UNIVERSITY VILLAGE                                                                                 COLUMN
                   PORTFOLIO

55A                University Village          201 Simpson Avenue              Lexington        KY       40504
                   Apartments

55B                Woodland Village            401-5 Woodland Avenue           Lexington        KY       40508
                   Apartments

62                 Tanglewood                  6522 54th Avenue North       Saint Petersburg    FL       33709        Column

63                 Westin Centre               9535 Cliffdale Road            Fayetteville      NC       28304         Union
                                                                                                                      Capital
                                                                                                                   Investments,
                                                                                                                        LLC

67                 Greenville Business Center  888 South Greenville Avenue     Richardson       TX       75081        Column

68                 Woodland Crossing           2021 Highridge Drive            Huntsville       AL       35802        Column
                   Apartments

69                 Tramway Crossings           2244 Jefferson Davis             Sanford         NC       27330         Union
                                               Highway                                                                Capital
                                                                                                                   Investments,
                                                                                                                        LLC

70       ( B )     Scottsdale Airpark III -    15610 North 83rd Way            Scottsdale       AZ       85260        Column
                   15610 Bldg


<CAPTION>
                                                                           INITIAL
         MORTGAGE                                                FEE/     INTEREST     ORIG.       REM.        ORIG.         REM.
           LOAN         SUB-      ORIGINAL        CUT-OFF       LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #        SELLER        POOL      BALANCE         BALANCE        HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---      --------       ----    ----------      -----------     ------    --------    ------      -----      --------      --------
<S>       <C>            <C>    <C>             <C>               <C>         <C>       <C>        <C>          <C>          <C>
41        Column         1       $7,500,000      $7,490,307       Fee         0         360        358          120          118




42        Column         1       $7,000,000      $6,982,158    Leasehold      0         356        352          120          116

47        Column         1       $6,425,000      $6,410,626       Fee         0         360        357          120          117

48        COLUMN         1       $6,150,000      $6,132,077       FEE         0         300        297          120          117



48A

48B

48C


49        Column         1       $5,750,000      $5,742,588       Fee         0         360        358          120          118


50        Column         1       $5,600,000      $5,592,409       Fee         0         360        358          120          118


51        Column         1       $5,400,000      $5,392,235       Fee         0         360        358          120          118

52        Column         1       $5,400,000      $5,389,110       Fee         0         360        357          120          117




54        COLUMN         1       $5,200,000      $5,189,587       FEE         0         360        357          120          117

54A

54B

54C

55        COLUMN         1       $4,925,000      $4,917,831       FEE         0         360        358          120          118


55A


55B


62        Column         1       $4,200,000      $4,189,020       Fee         0         360        356          120          116

63        Column         1       $4,100,000      $4,089,064       Fee         0         360        356          120          116




67        Column         1       $3,900,000      $3,890,593       Fee         0         342        339          120          117

68        Column         1       $3,800,000      $3,789,349       Fee         0         360        356          120          116


69        Column         1       $3,700,000      $3,690,131       Fee         0         360        356          120          116




70        Column         1       $1,980,000      $1,977,600       Fee         0         360        358          84            82



<CAPTION>
                       INTEREST                                                                               SERVICING
                     CALCULATION                     FIRST                                                       AND
        INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #        RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---     --------     -----------      -------      ----------         ---         ------- ------------------- ----------
<S>      <C>          <C>             <C>          <C>                <C>          <C>    <C>                   <C>
41       7.4600%      Actual/360      52,236       11/11/2001      10/11/2011      Yes    Lock/26_Def/91_0%/3 0.0525%




42       7.6700%      Actual/360      49,907       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0725%

47       7.0800%      Actual/360      43,091       10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%

48       8.0700%      ACTUAL/360      47,752       10/11/2001      09/11/2011      YES    LOCK/27_DEF/90_0%/3 0.0525%



48A

48B

48C


49       7.4700%      Actual/360      40,087       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%


50       7.2700%      Actual/360      38,278       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%


51       7.0300%      Actual/360      36,035       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%

52       7.5300%      Actual/360      37,869       10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%




54       7.5600%      ACTUAL/360      36,573       10/11/2001         N/A          YES    LOCK/27_DEF/90_0%/3 0.0525%

54A

54B

54C

55       6.9800%      ACTUAL/360      32,700       11/11/2001         N/A          YES    LOCK/26_DEF/91_0%/3 0.0525%


55A


55B


62       7.4400%      Actual/360      29,195       09/11/2001         N/A          Yes    Lock/28_Def/86_0%/6 0.0525%

63       7.3600%      Actual/360      28,276       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%




67       7.3500%      Actual/360      27,269       10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%

68       7.1600%      Actual/360      25,691       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%


69       7.3600%      Actual/360      25,517       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%




70       7.7100%      Actual/360      14,130       11/11/2001         N/A          Yes    Lock/26_Def/55_0%/3 0.0525%


                                                               B-1A-3
</TABLE>

<PAGE>
<TABLE>
                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6
                                                          COLUMN COLLATERAL
<CAPTION>
                                                                                                  ZIP         MORTGAGE
   #  CROSSED    PROPERTY NAME      ADDRESS                          CITY            STATE       CODE        ORIGINATOR
   -  -------    -------------      -------                        -----------       -----       -----       ----------
   <S> <C>       <C>                <C>                            <C>                 <C>       <C>          <C>
   71  ( B )     Scottsdale         15953 North                    Scottsdale          AZ        85260        Column
                 Airpark III -      Greenway-Hayden Loop
                 15953 Bldg

   72            Riviera            29141 U.S. Highway             Clearwater          FL        33761          Union
                 Estates            19 North                                                                   Capital
                 Mobile Home                                                                                 Investments,
                 Park                                                                                            LLC

   74            Hampton            2451 Hurt Road                 Rocky Mount         NC        27804          Union
                 Village                                                                                       Capital
                 Apartments                                                                                  Investments,
                                                                                                                 LLC

   75            Wellongate         3430 Sunset Avenue             Rocky Mount         NC        27804          Union
                 Apartments                                                                                    Capital
                                                                                                             Investments,
                                                                                                                 LLC

   76            Birch Centre       20151 Southwest                  Newport           CA        92660        Column
                                    Birch Street                      Beach

   77            Albertson's        6340 South Rural                  Tempe            AZ        85283        Column
                 Plaza              Road

   83            100 North          100 North Brand                 Glendale           CA        91203         CSFB
                 Brand Office       Avenue
                 Building

   84            Residences at      5501 Sayle Street              Greenville          TX        75402        Column
                 Bear Creek

   85            Cedarstone         1544 Sawdust Road              Woodlands           TX        77380        Column

   86            Tiburon View       16895 Oakmont Drive              Omaha             NE        68136        Column
                 Apartments

   87            Regency Park       2101 South Tarboro              Wilson             NC        27893        Column
                 Shopping           Street
                 Center

   88            Richardson         1475-1485                      Richardson          TX        75080        Column
                 Drive Plaza        Richardson Drive

   89            Westwood           2448                            Clemmons           NC        27012        Column
                 Village            Lewisville-Clemmons
                 Shopping           Road
                 Center

   90            Southwestern       4251 South 144th                 Omaha             NE        68137        Column
                 Plaza              Street
                 Shopping
                 Center

   92            Ashgrove           480 and 481                      Stone             GA        30083        Column
                 Apartments         Hambrick Road                   Mountain

   93            Bethlehem          150 Moye Court                 Rocky Mount         NC        27803          Union
                 Woods                                                                                         Capital
                 Apartments                                                                                  Investments,
                                                                                                                 LLC

   94            Sunset Plaza       3481 East Sunset                Las Vegas          NV        89120        Column
                 Office Complex     Road

   95            Tahoe Pine         917 Tahoe Boulevard          Incline Village       NV        89451        Column
                 Ridge Plaza

   97            Northlake          310 Northlake Drive              Warner            GA        31093        Column
                 Apartments                                          Robins

   99            Siboney            5122 Katella Avenue           Los Alamitos         CA        90720         CSFB
                 Professional
                 Building

   101           D.R. Commons       59-61 Broadway               Dry Ridge             KY        41035        Column
                 and Taft           Avenue
                 Center

   103           Woodcreek          4690 Log Cabin Drive         Macon                 GA        31204        Column
                 Apartments

   104           Brynfield          5050 Wynnefield              Philadelphia          PA        19131        Column
                 Court              Avenue
                 Apartments

   106           Virginia           800 Virginia Avenue          Fort Pierce           FL        34982        Column
                 Avenue Plaza



<CAPTION>
                                                                           INITIAL
         MORTGAGE                                                FEE/     INTEREST     ORIG.       REM.        ORIG.         REM.
           LOAN         SUB-      ORIGINAL        CUT-OFF       LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #        SELLER        POOL      BALANCE         BALANCE        HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---      --------       ----    ----------      -----------     ------    --------    ------      -----      --------      --------
<S>       <C>            <C>    <C>             <C>               <C>         <C>       <C>        <C>          <C>          <C>

71        Column         1       $1,645,000      $1,643,006       Fee         0         360        358          84            82


72        Column         1       $3,600,000      $3,586,913       Fee         0         300        297          120          117




74        Column         1       $3,450,000      $3,442,627       Fee         0         360        357          120          117




75        Column         1       $3,425,000      $3,416,248       Fee         0         360        356          120          116




76        Column         1       $3,300,000      $3,289,969       Fee         0         360        355          120          115


77        Column         1       $3,130,000      $3,126,067       Fee         0         360        358          120          118

83        Column         1       $2,900,000      $2,893,832       Fee         0         300        298          120          118


84        Column         1       $2,900,000      $2,891,467       Fee         0         360        355          120          115

85        Column         1       $2,800,000      $2,794,287       Fee         0         360        357          120          117

86        Column         1       $2,800,000      $2,793,564       Fee         0         384        380          120          116

87        Column         1       $2,752,000      $2,744,878       Fee         0         360        356          120          116


88        Column         1       $2,700,000      $2,696,322       Fee         0         360        358          120          118

89        Column         1       $2,600,000      $2,594,595       Fee         0         360        357          120          117


90        Column         1       $2,530,000      $2,524,111       Fee         0         360        356          120          116


92        Column         1       $2,500,000      $2,491,554       Fee         0         300        297          120          117

93        Column         1       $2,300,000      $2,294,123       Fee         0         360        356          120          116




94        Column         1       $2,250,000      $2,245,257       Fee         0         360        357          120          117


95        Column         1       $2,230,000      $2,224,474       Fee         0         360        356          120          116

97        Column         1       $2,165,000      $2,160,341       Fee         0         360        357          120          117

99        Column         1       $2,050,000      $2,045,390       Fee         0         360        356          120          116


101       Column         1       $1,950,000      $1,945,449       Fee         0         360        356          120          116


103       Column         1       $1,800,000      $1,792,824       Fee         0         300        296          120          116

104       Column         1       $1,710,000      $1,704,274       Fee         0         300        297          120          117


106       Column         1       $1,690,000      $1,686,762       Fee         0         300        298          120          118


<CAPTION>
                        INTEREST                                                                               SERVICING
                      CALCULATION                     FIRST                                                       AND
         INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #         RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---      --------     -----------      -------      ----------         ---         ------- ------------------- ----------
<S>       <C>          <C>             <C>          <C>                <C>          <C>    <C>                 <C>

71        7.7100%      Actual/360      11,740       11/11/2001         N/A          Yes    Lock/26_Def/55_0%/3 0.0525%


72        6.8300%      Actual/360      25,055       10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%




74        7.2800%      Actual/360      23,605       10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%




75        7.5300%      Actual/360      24,018       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%




76        7.6000%      Actual/360      23,300       08/11/2001         N/A          Yes    Lock/29_Def/88_0%/3 0.0525%


77        7.5700%      Actual/360      22,036       11/11/2001         N/A          Yes    Lock/38_Def/76_0%/6 0.0525%

83        7.3750%      Actual/360      21,196       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%


84        7.7200%      Actual/360      20,716       08/11/2001         N/A          Yes    Lock/29_Def/85_0%/6 0.0525%

85        7.4800%      Actual/360      19,540       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%

86        7.2200%      Actual/360      18,723       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%

87        7.4800%      Actual/360      19,205       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%


88        7.2500%      Actual/360      18,419       11/11/2001         N/A          Yes    Lock/26_Def/91_0%/3 0.0525%

89        7.4000%      Actual/360      18,002       10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%


90        7.8900%      Actual/360      18,371       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%


92        7.2500%      Actual/360      18,070       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%

93        7.5300%      Actual/360      16,129       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%




94        7.3400%      Actual/360      15,487       10/11/2001         N/A          Yes    Lock/27_Def/90_0%/3 0.0525%


95        7.6500%      Actual/360      15,822       09/11/2001         N/A          Yes    Lock/28_Def/86_0%/6 0.0525%

97        7.2500%      Actual/360      14,769       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%

99        8.0200%      Actual/360      15,071       09/11/2001         N/A          Yes    Lock/28_Def/86_0%/6 0.0525%


101       7.8800%      Actual/360      14,146       09/11/2001         N/A          Yes    Lock/28_Def/86_0%/6 0.0525%


103       7.7500%      Actual/360      13,596       09/11/2001         N/A          Yes    Lock/28_Def/86_0%/6 0.0525%

104       7.3000%      Actual/360      12,415       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%


106       7.9200%      Actual/360      12,954       11/11/2001         N/A          Yes    Lock/26_Def/88_0%/6 0.0525%
</TABLE>
                                                               B-1A-4

<PAGE>
<TABLE>

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6
                                                          COLUMN COLLATERAL

<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED          PROPERTY NAME                   ADDRESS                  CITY         STATE      CODE      ORIGINATOR
---     -------    -------------------------   -------------------------       ----------      -----     -----     -----------
<S>      <C>       <C>                         <C>                             <C>              <C>      <C>          <C>
107      ( C )     Pinewood Apartments         1150, 1200 20th Street N.E.     Cleveland        TN       37311          NW

108      ( C )     Pinecreek Apartments        749 20th Street S.E.            Cleveland        TN       37311          NW

110                London Square Apartments    5569 Gasmer Drive                Houston         TX       77035          NW

111                Fairview Arms Apartments    5201-5219 Wynnefield Avenue    Philadelphia      PA       19131        Column

112                Park Manor Apartments       9766-9846 Rose Hill Road     Berrien Springs     MI       49103        Column

113                Albertson's-Shadow          250 South FM 270               League City       TX       77573        Column
                   Shopping Center

114                Buckingham Townhomes        9930 Buckingham Road              Dallas         TX       75243        Column

115                South Hills Mobile Home     842 East Alosta Avenue           Glendora        CA       91740         CSFB
                   Estates

116                Lowe's Food Store           2900 Wake Forest Road            Raleigh         NC       27609        Column

117                Maple Court Apartments      4809-4815 122nd Street SW        Lakewood        WA       98499          NW

119                3115 Long Beach Road        3115 Long Beach Road            Oceanside        NY       11572        Column

120                College Street Shopping     3695-3779 College Street         Beaumont        TX       77701        Column
                   Center

121                679 Ninth Avenue            679 Ninth Avenue                 New York        NY       10019          NW

123                2 Claire Road               2 Claire Road                 East Brunswick     NJ       08816        Column

125                Alta Drive Apartments       355-375 Alta Drive              Grayslake        IL       60030        Column

126                Powers Rentals Apartments   1237-1251 Parkway Place        Clarksville       TN       37040        Column

127                Fairfield Apartments        343, 353 and 363 Kenrick       Front Royal       VA       22630          NW
                                               Lane

128                Wade Office Building        12950 Country Parkway          San Antonio       TX       78216        Column

129                361 Broadway                361 Broadway                     Chelsea         MA       02150          NW

130                Wynmawr Court Apartments    5001-5019 Gainor Road          Philadelphia      PA       19131        Column

131                Gleneagles Apartments       125 Cleveland Avenue           Cocoa Beach       FL       32931          NW

132                Toni-Lynn Apartments        499 W. Progress Ave             Littleton        CO       80120          NW

133                Barcelona West Mobile       4141 Barcelona Road SW         Albuquerque       NM       87121          NW
                   Home Park

134                Roselle Apartments          248-252 East 1st Avenue          Roselle         NJ       07203          NW

135                Laurel Garden Apartments    333 North Ash Street              Casper         WY       82601          NW

136                Green Valley Mobile Home    9660 4th Street NW             Albuquerque       NM       87114          NW
                   Park

137                Cathedral Park Apartments   8820 Ivanhoe St./ 8833 N         Portland        OR       97718          NW
                                               Sycamore St.

138                Glen Oaks Apartments        1432 Parkway Drive              Melbourne        FL       32935          NW

139      ( D )     5427 Romaine Street         5427 Romaine Street            Los Angeles       CA       90038          NW

140      ( D )     501 N. Kenmore & 4529       501 N. Kenmore Ave & 4529      Los Angeles       CA       90004          NW
                   Rosewood                    Rosewood Avenue


<CAPTION>
                                                                           INITIAL
         MORTGAGE                                                FEE/     INTEREST     ORIG.       REM.        ORIG.         REM.
           LOAN         SUB-      ORIGINAL        CUT-OFF       LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #        SELLER        POOL      BALANCE         BALANCE        HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---      --------       ----    ----------      -----------     ------    --------    ------      -----      --------      --------
<S>       <C>            <C>    <C>             <C>               <C>         <C>       <C>        <C>          <C>          <C>
107       Column         2       $1,090,000      $1,052,834       Fee         0         300        269          120           89

108       Column         2        $575,000        $555,394        Fee         0         300        269          120           89

110       Column         2       $1,579,000      $1,550,693       Fee         0         300        279          120           99

111       Column         1       $1,536,000      $1,530,856       Fee         0         300        297          120          117

112       Column         1       $1,500,000      $1,496,772       Fee         0         360        357          120          117

113       Column         1       $1,500,000      $1,495,171       Fee         0         360        354          120          114


114       Column         1       $1,475,000      $1,468,926       Fee         0         300        296          120          116

115       Column         1       $1,450,000      $1,445,436       Fee         0         360        355          120          115


116       Column         1       $1,450,000      $1,439,467    Leasehold      0         204        201          120          117

117       Column         2       $1,403,000      $1,386,097       Fee         0         360        337          120           97

119       Column         1       $1,275,000      $1,272,713       Fee         0         360        357          120          117

120       Column         1       $1,275,000      $1,271,298       Fee         0         300        297          120          117


121       Column         2       $1,300,000      $1,266,848       Fee         0         300        274          120           94

123       Column         1       $1,200,000      $1,196,949       Fee         0         360        356          120          116

125       Column         1       $1,175,000      $1,172,118       Fee         0         360        356          60            56

126       Column         1       $1,165,000      $1,159,037       Fee         0         240        237          120          117

127       Column         2       $1,141,000      $1,130,605       Fee         0         360        338          120           98


128       Column         1       $1,120,000      $1,117,274       Fee         0         360        356          120          116

129       Column         2       $1,113,000      $1,088,217       Fee         0         300        273          120           93

130       Column         1       $1,040,000      $1,036,517       Fee         0         300        297          120          117

131       Column         2       $1,020,000      $1,005,720       Fee         0         360        337          120           97

132       Column         2        $999,900        $982,708        Fee         0         360        331          84            55

133       Column         2       $1,014,000       $952,838        Fee         0         240        204          120           84


134       Column         2        $950,000        $932,623        Fee         0         300        279          120           99

135       Column         2        $955,460        $930,178        Fee         0         360        323          120           83

136       Column         2        $962,500        $906,057        Fee         0         240        204          120           84


137       Column         2        $900,000        $874,189        Fee         0         360        321          120           81


138       Column         2        $880,000        $867,372        Fee         0         360        337          120           97

139       Column         2        $584,000        $564,798        Fee         0         300        270          120           90

140       Column         2        $306,000        $299,677        Fee         0         360        330          120           90


<CAPTION>
                        INTEREST                                                                               SERVICING
                      CALCULATION                     FIRST                                                       AND
         INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #         RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---      --------     -----------      -------      ----------         ---         ------- ------------------- ----------
<S>       <C>          <C>             <C>          <C>                <C>          <C>    <C>                   <C>
107       8.3750%        30/360         8,685       06/01/1999         N/A          No           N/A           0.3725%

108       8.3750%        30/360         4,582       06/01/1999         N/A          No           N/A           0.3725%

110       9.7500%        30/360        14,071       04/01/2000         N/A          No           N/A           0.3725%

111       7.3000%      Actual/360      11,152       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%

112       7.2500%      Actual/360      10,233       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%

113       8.2200%      Actual/360      11,237       07/11/2001         N/A          Yes    Lock/30_Def/84_0%/6 0.0525%


114       7.5800%      Actual/360      10,977       09/11/2001         N/A          Yes    Lock/28_Def/86_0%/6 0.0525%

115       7.4700%      Actual/360      10,109       08/11/2001         N/A          Yes    Lock/29_Def/85_0%/6 0.0525%


116       7.3500%      Actual/360      12,469       10/11/2001      09/11/2011      Yes    Lock/27_Def/90_0%/3 0.0525%

117       9.6250%        30/360        11,925       02/01/2000         N/A          No           N/A           0.3725%

119       8.0200%      Actual/360       9,373       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%

120       8.0900%      Actual/360       9,917       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%


121       9.0000%        30/360        10,910       11/01/1999         N/A          No           N/A           0.3725%

123       7.5500%      Actual/360       8,432       09/11/2001         N/A          Yes    Lock/28_Def/86_0%/6 0.0525%

125       7.6900%      Actual/360       8,369       09/11/2001         N/A          Yes    Lock/28_Def/26_0%/6 0.0525%

126       7.6800%      Actual/360       9,514       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%

127      10.7500%        30/360        10,651       03/01/2000         N/A          No           N/A           0.3725%


128       7.7200%      Actual/360       8,001       09/11/2001         N/A          Yes    Lock/28_Def/89_0%/3 0.0525%

129      10.1250%        30/360        10,212       10/01/1999         N/A          No           N/A           0.3725%

130       7.3000%      Actual/360       7,551       10/11/2001         N/A          Yes    Lock/27_Def/87_0%/6 0.0525%

131       8.8750%        30/360         8,116       02/01/2000         N/A          No           N/A           0.3725%

132       9.1250%        30/360         8,136       08/01/1999         N/A          No           N/A           0.3725%

133       9.1900%        30/360         9,248       01/01/1999         N/A          No           N/A           0.3725%


134       9.6250%        30/360         8,383       04/01/2000         N/A          No           N/A           0.3725%

135       8.3100%        30/360         7,218       12/01/1998         N/A          No           N/A           0.3725%

136       9.4400%        30/360         8,934       01/01/1999         N/A          No           N/A           0.3725%


137       8.2000%        30/360         6,730       10/01/1998         N/A          No           N/A           0.3725%


138       8.7500%        30/360         6,923       02/01/2000         N/A          No           N/A           0.3725%

139       8.3750%        30/360         4,653       07/01/1999         N/A          No           N/A           0.3725%

140       8.3750%        30/360         2,326       07/01/1999         N/A          No           N/A           0.3725%
</TABLE>
                                                               B-1A-5
<PAGE>
<TABLE>

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6
                                                          COLUMN COLLATERAL

<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED          PROPERTY NAME                   ADDRESS                  CITY         STATE      CODE      ORIGINATOR
---     -------    -------------------------   -------------------------       ----------      -----     -----     -----------
<S>      <C>       <C>                         <C>                             <C>              <C>      <C>          <C>

141                1510 S. St. Andrews Pl.     1414, 1510, 1522, 1541,        Los Angeles       CA       90019          NW
                                               1823 S. St. Andrews Pl.,
                                               1546 S. Wilton Pl., and
                                               220 6th Ave.

142                1014-1018 N. Charles        1014-1018 N. Charles Street     Baltimore        MD       21201          NW
                   Street

143                Oliver Hall Apartments      6100 McCallum Street           Philadelphia      PA       19144        Column

144                Maryland Court Apartments   8000 - 8012 South Maryland       Chicago         IL       60619        Column
                                               Avenue

145                1914-1926 Summer Breeze     1914, 1916, 1918, 1920,          Mission         TX       78572          NW
                                               1922, 1924 and 1926 Summer
                                               Breeze

146                159-163 Marshall Street     159-163 Marshall St              Syracus         NY       13202          NW

147                3423-3425 Bergenline        3423-3425 Bergenline Avenue     Union City       NJ       07087          NW
                   Avenue

148                30 Amherst, 1 &1 1/2        30 Amherst, 1 &1 1/2 Oxford       Pueblo         CO       81005          NW
                   Oxford

149                Greystone Apartments        811 N. Main Street             Independence      OR       97351          NW

150                The Spincycle Shopping      8017 Old Spanish Trail           Houston         TX       77054          NW
                   Center

151                241 South Arlington Avenue  241 South Arlington Avenue     East Orange       NJ       07019          NW

152                516-520 West 188th Street   516-520 W. 188th St              New York        NY       10040          NW

153                Dawn Lynn Apartments        3600 S. Fox St.                 Englewood        CO       80110          NW

154                2923-2961 Ferncreek &       2923-2961 Ferncreek Ave &        Orlando         FL       32806          NW
                   2930-2971 Martin            2930-2971 Martin St.

155                Whitehill Apartments        11333 Whittier                   Detroit         MI       48224          NW

156                6807 North 45th Avenue      6807 North 45th Avenue           Glendale        AZ       85301          NW

157                120-126 Market St. &        120-126 Market St. & 14-24       Paterson        NJ       07505          NW
                   14-24 Hamilton St.          Hamilton St.

158                1276 Military Road          1276 Military Road              Tonawanda        NY       14217          NW

159                3021 North 39th Street      3021 North 39th Street           Phoenix         AZ       85018          NW

160                18 Burney Street            18 Burney Street                  Boston         MA       02120          NW

161                Eastgate Garden Apartments  424 S. Chestnut Ave. and          Fresno         CA       93702          NW
                                               423 and 441 S. Dearing Ave.

162                Kym's Court Apartment       1400 South Casino Center        Las Vegas        NV       89104          NW
                   Complex                     Boulevard

163                1210 So. Nevada Street      1210 So. Nevada Street          Oceanside        CA       92054          NW

164                Country Time Mobile Home    22591 Ford Road                   Porter         TX       77365          NW
                   Park

165                111 South Ave. 63           111 South Ave. 63              Los Angeles       CA       90042          NW

166                Riley Court                 307 West Tague                  Greenfield       IN       46140          NW

167                Home Video                  3522 Satellite Boulevard         Atlanta         GA       30136          NW

168                Casa Linda Apartments       502 S. 1st Ave                     Yuma          AZ       85364          NW

169                Schuerman Law Firm          507 N. Walnut Street            Batesville       IN       47006          NW

170                9 Main Street               9 Main Street                    Chester         NJ       07930          NW

171                The Elmira Apartments       2846 Federal Boulevard            Denver         CO       80211          NW


<CAPTION>
                                                                           INITIAL
         MORTGAGE                                                FEE/     INTEREST     ORIG.       REM.        ORIG.         REM.
           LOAN         SUB-      ORIGINAL        CUT-OFF       LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #        SELLER        POOL      BALANCE         BALANCE        HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---      --------       ----    ----------      -----------     ------    --------    ------      -----      --------      --------
<S>       <C>            <C>    <C>             <C>               <C>         <C>       <C>        <C>          <C>          <C>

141       Column         2        $879,284        $854,503        Fee         0         360        321          120           81




142       Column         2        $875,000        $852,169        Fee         0         360        321          120           81


143       Column         1        $840,000        $837,187        Fee         0         300        297          120          117

144       Column         1        $825,000        $821,355        Fee         0         300        295          120          115


145       Column         2        $840,000        $821,335        Fee         0         360        324          120           84



146       Column         2        $718,000        $704,728        Fee         0         300        278          120           98

147       Column         2        $700,000        $683,325        Fee         0         300        276          120           96


148       Column         2        $680,000        $630,813        Fee         0         240        205          120           85


149       Column         2        $644,000        $630,700        Fee         0         360        328          120           88

150       Column         2        $632,500        $613,098        Fee         0         300        270          120           90


151       Column         2        $595,000        $584,517        Fee         0         360        329          120           89

152       Column         2        $600,000        $580,827        Fee         0         240        219          120           99

153       Column         2        $596,000        $561,993        Fee         0         240        208          84            52

154       Column         2        $545,000        $531,247        Fee         0         360        323          120           83


155       Column         2        $540,000        $523,307        Fee         0         300        268          120           88

156       Column         2        $525,000        $512,561        Fee         0         360        325          120           85

157       Column         2        $500,000        $478,941        Fee         0         240        209          120           89


158       Column         2        $485,000        $475,959        Fee         0         300        277          120           97

159       Column         2        $489,750        $475,032        Fee         0         360        321          120           81

160       Column         2        $450,000        $440,542        Fee         0         300        277          120           97

161       Column         2        $430,000        $422,197        Fee         0         360        329          120           89


162       Column         2        $426,000        $419,412        Fee         0         360        332          120           92


163       Column         2        $428,000        $418,995        Fee         0         360        329          120           89

164       Column         2        $425,000        $416,886        Fee         0         360        325          120           85


165       Column         2        $427,000        $416,883        Fee         0         360        325          120           85

166       Column         2        $430,000        $414,567        Fee         0         300        265          120           85

167       Column         2        $425,000        $412,842        Fee         0         300        268          120           88

168       Column         2        $422,000        $411,489        Fee         0         300        275          120           95

169       Column         2        $418,000        $411,365        Fee         0         300        279          120           99

170       Column         2        $400,000        $393,041        Fee         0         300        278          120           98

171       Column         2        $390,000        $380,045        Fee         0         360        323          120           83


<CAPTION>


                       INTEREST                                                                                  SERVICING
                      CALCULATION                     FIRST                                                         AND
         INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE          TRUSTEE
 #         RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION            FEES
---      --------     -----------      -------      ----------         ---         ------- -------------------   ----------
<S>       <C>          <C>             <C>          <C>                <C>          <C>     <C>                    <C>
141       8.3500%      30/360          6,668        10/01/1998         N/A          No      N/A                    0.3725%




142       8.7000%      30/360          6,852        10/01/1998         N/A          No      N/A                    0.3725%


143       7.3000%    Actual/360        6,099        10/11/2001         N/A          Yes     Lock/27_Def/87_0%/6    0.0525%

144       8.2500%    Actual/360        6,505        08/11/2001         N/A          Yes     Lock/29_Def/85_0%/6    0.0525%


145       9.0600%      30/360          6,795        01/01/1999         N/A          No      N/A                    0.3725%


146       9.8750%      30/360          6,461        03/01/2000         N/A          No      N/A                    0.3725%


147       8.8750%      30/360          5,815        01/01/2000         N/A          No      N/A                    0.3725%


148       7.2500%      30/360          5,375        02/01/1999         N/A          No      N/A                    0.3725%


149       8.7500%      30/360          5,066        05/01/1999         N/A          No      N/A                    0.3725%


150       8.8300%      30/360          5,234        07/01/1999         N/A          No      N/A                    0.3725%


151       9.3800%      30/360          4,951        06/01/1999         N/A          No      N/A                    0.3725%


152       9.5000%      30/360          5,593        04/01/2000         N/A          No      N/A                    0.3725%


153       8.5000%      30/360          5,172        05/01/1999         N/A          No      N/A                    0.3725%


154       8.5600%      30/360          4,214        12/01/1998         N/A          No      N/A                    0.3725%


155       9.2500%      30/360          4,624        05/01/1999         N/A          No      N/A                    0.3725%


156       8.5600%      30/360          4,059        02/01/1999         N/A          No      N/A                    0.3725%


157      10.5000%     30/360           4,992        06/01/1999         N/A          No      N/A                    0.3725%


158      10.1250%     30/360           4,450        02/01/2000         N/A          No      N/A                    0.3725%


159       7.9500%      30/360          3,577        10/01/1998         N/A          No      N/A                    0.3725%


160       9.3750%      30/360          3,893        02/01/2000         N/A          No      N/A                    0.3725%


161       9.2300%      30/360          3,531        06/01/1999         N/A          No      N/A                    0.3725%


162       9.4630%      30/360          3,571        09/01/1999         N/A          No      N/A                    0.3725%


163       8.4700%      30/360          3,282        06/01/1999         N/A          No      N/A                    0.3725%


164       9.5800%      30/360          3,598        02/01/1999         N/A          No      N/A                    0.3725%


165       8.5600%      30/360          3,301        02/01/1999         N/A          No      N/A                    0.3725%


166       8.8300%      30/360          3,559        02/01/1999         N/A          No      N/A                    0.3725%


167       9.7500%      30/360          3,787        05/01/1999         N/A          No      N/A                    0.3725%


168       8.8750%      30/360          3,505        12/01/1999         N/A          No      N/A                    0.3725%


169      10.5000%     30/360          3,947        04/01/2000          N/A          No      N/A                    0.3725%


170      10.2500%     30/360          3,706        03/01/2000          N/A          No      N/A                    0.3725%


171       8.5000%     30/360          2,999        12/01/1998          N/A          No      N/A                    0.3725%

</TABLE>

                                                               B-1A-6

<PAGE>
<TABLE>

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6
                                                          COLUMN COLLATERAL

<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED          PROPERTY NAME                   ADDRESS                  CITY         STATE      CODE      ORIGINATOR
---     -------    -------------------------   -------------------------       ----------      -----     -----     -----------
<S>      <C>       <C>                         <C>                             <C>              <C>      <C>          <C>
172                2966 Wilshire Boulevard     2966 Wilshire Boulevard        Los Angeles       CA       90010          NW

173                392 Montague Road           392 Montague Road               Sunderland       MA       01375          NW

174                110-13 55th Avenue          110-13 55th Avenue                Corona         NY       11368          NW

175                2747 Newell Street          2747 Newell Street             Los Angeles       CA       90255          NW

176                The Greenbriar Apartments   22280 Euclid Avenue               Euclid         OH       44117          NW

177                16021 S. Denker Avenue      16021 S. Denker Avenue           Gardena         CA       90247          NW

178                1240 S. Norton Avenue       1240 S. Norton Avenue          Los Angeles       CA       90020          NW

179                914 N. Charles Street/913   914 N Charles Street/913      Baltimore City     MD       21201          NW
                   Morton Street               Morton Street

180                Castle Raphael Apartments   1411-1415 Vine Street             Denver         CO       80206          NW

181                4151 3rd Avenue             4151 3rd Avenue                Los Angeles       CA       90008          NW

182                1352 N. Las Palmas Avenue   1352 N. Las Palmas Avenue      Los Angeles       CA       90028          NW

183                3781 Martin Luther King     3781 Martin Luther King          Atlanta         GA       30331          NW
                   Jr. Drive                   Jr. Drive

184                1228 Jefferson Avenue       1228 Jefferson Avenue             Clovis         CA       93612          NW

185                517 S. Rampart Boulevard    517 S. Rampart Boulevard       Los Angeles       CA       90057          NW

186                514-522 Snelling N. /       514-522 Snelling Avenue N.       St. Paul        MN       55104          NW
                   1567-1571 Sherburne         / 1567-1571 Sherburne
                                               Avenue

187                The Hillside Apartments     22650 Euclid Avenue               Euclid         OH       44117          NW

188                461 Venus Avenue            461 Venus Avenue                Juno Beach       FL       33408          NW

189                1650 Boston Street          1650 Boston Street                Aurora         CO       80010          NW

190                217 Van Brunt St            217 Van Brunt St                 Brooklyn        NY       11231          NW

191                126 Bowden Street           126 Bowden Street                 Lowell         MA       01852          NW

192                Field Street Townhouses     436-450 Field Street              Sparks         NV       89431          NW

193                769 Tremont Street          769 Tremont Street                Boston         MA       02116          NW

194                594-596 West Side Avenue    594-596 West Side Avenue       Jersey City       NJ       07304          NW

195                5850 Stockton Boulevard     5850 Stockton Boulevard         Sacramento       CA       95824          NW

196                613 S. Prairie Avenue       613 S. Prairie Avenue           Inglewood        CA       90301          NW

197                5421-5431 Cypress Road      5421-5431 Cypress Road            Oxnard         CA       93033          NW

198                Davis Apartments            65 South 400 West                 Payson         UT       84651          NW

199                52, 62 & 72 North           52, 62 & 72 North              Porterville       CA       93257          NW
                   Wisconsin Street            Wisconsin Street

200                226 East De La Guerra       226 East De La Guerra         Santa Barbara      CA       93101          NW
                   Street                      Street

201                2040 62nd Street            2040 62nd Street                 Brooklyn        NY       11204          NW

202                3425 So. A Street           3425 So. A Street                Ventura         CA       93030          NW

203                149 High Street             149 High street                Somersworth       NH       03878          NW

204                11055-11071 SE Bush Street  11055-11071 SE Bush Street       Portland        OR       97266          NW


<CAPTION>
                                                                            INITIAL
          MORTGAGE                                                FEE/     INTEREST     ORIG.       REM.        ORIG.         REM.
            LOAN         SUB-      ORIGINAL        CUT-OFF       LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #         SELLER        POOL      BALANCE         BALANCE        HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---       --------       ----    ----------      -----------     ------    --------    ------      -----      --------      --------
<S>        <C>            <C>    <C>             <C>               <C>         <C>       <C>        <C>          <C>          <C>
172        Column         2        $383,000        $372,803        Fee         0         300        271          120           91

173        Column         2        $380,500        $371,192        Fee         0         360        324          120           84

174        Column         2        $376,000        $370,271        Fee         0         360        334          120           94

175        Column         2        $378,000        $369,044        Fee         0         360        325          120           85

176        Column         2        $375,000        $355,262        Fee         0         300        258          121           79

177        Column         2        $360,000        $349,675        Fee         0         360        321          120           81

178        Column         2        $350,000        $342,498        Fee         0         360        325          120           85

179        Column         2        $350,000        $342,096        Fee         0         360        325          120           85


180        Column         2        $350,000        $340,292        Fee         0         360        323          120           83

181        Column         2        $326,000        $319,428        Fee         0         360        324          120           84

182        Column         2        $325,000        $318,259        Fee         0         360        326          120           86

183        Column         2        $315,000        $309,236        Fee         0         360        328          120           88


184        Column         2        $315,000        $307,866        Fee         0         360        326          120           86

185        Column         2        $310,000        $303,290        Fee         0         360        325          84            49

186        Column         2        $307,000        $300,240        Fee         0         300        276          120           96



187        Column         2        $307,500        $291,314        Fee         0         300        258          121           79

188        Column         2        $297,500        $291,123        Fee         0         360        325          120           85

189        Column         2        $292,000        $278,097        Fee         0         240        211          120           91

190        Column         2        $284,000        $277,989        Fee         0         300        276          120           96

191        Column         2        $277,500        $273,154        Fee         0         360        332          120           92

192        Column         2        $281,000        $272,917        Fee         0         300        272          120           92

193        Column         2        $283,500        $269,870        Fee         0         300        258          120           78

194        Column         2        $267,000        $264,019        Fee         0         360        337          120           97

195        Column         2        $266,000        $259,195        Fee         0         300        272          120           92

196        Column         2        $262,500        $256,873        Fee         0         360        325          120           85

197        Column         2        $259,000        $254,551        Fee         0         360        331          120           91

198        Column         2        $259,000        $254,016        Fee         0         300        278          120           98

199        Column         2        $254,000        $249,409        Fee         0         360        329          120           89


200        Column         2        $250,000        $244,326        Fee         0         360        324          120           84


201        Column         2        $250,000        $234,620        Fee         0         180        157          180          157

202        Column         2        $239,500        $232,947        Fee         0         360        321          121           82

203        Column         2        $235,000        $229,927        Fee         0         300        276          120           96

204        Column         2        $234,000        $228,633        Fee         0         360        326          120           86


<CAPTION>
                         INTEREST                                                                               SERVICING
                       CALCULATION                     FIRST                                                       AND
          INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #          RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---       --------     -----------      -------      ----------         ---         ------- ------------------- ----------
<S>        <C>          <C>             <C>          <C>                <C>          <C>    <C>                   <C>
172        9.5000%        30/360         3,346       08/01/1999         N/A          No           N/A           0.3725%

173        8.5600%        30/360         2,942       01/01/1999         N/A          No           N/A           0.3725%

174        9.1250%        30/360         3,059       11/01/1999         N/A          No           N/A           0.3725%

175        8.5600%        30/360         2,923       02/01/1999         N/A          No           N/A           0.3725%

176        7.7500%        30/360         2,832       07/01/1998         N/A          No           N/A           0.3725%

177        8.2000%        30/360         2,692       10/01/1998         N/A          No           N/A           0.3725%

178        9.0800%        30/360         2,836       02/01/1999         N/A          No           N/A           0.3725%

179        8.8100%        30/360         2,768       02/01/1999         N/A          No           N/A           0.3725%


180        8.0600%        30/360         2,583       12/01/1998         N/A          No           N/A           0.3725%

181        9.5600%        30/360         2,755       01/01/1999         N/A          No           N/A           0.3725%

182        9.0800%        30/360         2,634       03/01/1999         N/A          No           N/A           0.3725%

183        9.3700%        30/360         2,619       05/01/1999         N/A          No           N/A           0.3725%


184        8.6250%        30/360         2,450       03/01/1999         N/A          No           N/A           0.3725%

185        9.0300%        30/360         2,501       02/01/1999         N/A          No           N/A           0.3725%

186        9.3750%        30/360         2,656       01/01/2000         N/A          No           N/A           0.3725%



187        7.7500%        30/360         2,323       07/01/1998         N/A          No           N/A           0.3725%

188        9.0800%        30/360         2,411       02/01/1999         N/A          No           N/A           0.3725%

189        9.1250%        30/360         2,651       08/01/1999         N/A          No           N/A           0.3725%

190        9.6250%        30/360         2,506       01/01/2000         N/A          No           N/A           0.3725%

191        9.4000%        30/360         2,313       09/01/1999         N/A          No           N/A           0.3725%

192        8.7500%        30/360         2,310       09/01/1999         N/A          No           N/A           0.3725%

193        8.3750%        30/360         2,259       07/01/1998         N/A          No           N/A           0.3725%

194       10.0000%        30/360         2,343       02/01/2000         N/A          No           N/A           0.3725%

195        9.8750%        30/360         2,394       09/01/1999         N/A          No           N/A           0.3725%

196        9.0800%        30/360         2,127       02/01/1999         N/A          No           N/A           0.3725%

197        9.1300%        30/360         2,108       08/01/1999         N/A          No           N/A           0.3725%

198        9.6250%        30/360         2,285       03/01/2000         N/A          No           N/A           0.3725%

199        9.2500%        30/360         2,090       06/01/1999         N/A          No           N/A           0.3725%


200        8.9500%        30/360         2,003       01/01/1999         N/A          No           N/A           0.3725%


201        9.8750%        30/360         2,667       02/01/2000         N/A          No           N/A           0.3725%

202        8.4500%        30/360         1,833       10/01/1998         N/A          No           N/A           0.3725%

203        9.5000%        30/360         2,053       01/01/2000         N/A          No           N/A           0.3725%

204        8.5600%        30/360         1,809       03/01/1999         N/A          No           N/A           0.3725%
</TABLE>
                                                               B-1A-7
<PAGE>
<TABLE>

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6
                                                          COLUMN COLLATERAL

<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED          PROPERTY NAME                   ADDRESS                  CITY         STATE      CODE      ORIGINATOR
---     -------    -------------------------   -------------------------       ----------      -----     -----     -----------
<S>      <C>       <C>                         <C>                             <C>              <C>      <C>          <C>
205                Columbus Way Apartments     5820 Columbus Way                Wasilla         AK       99654          NW

206                4213-15 Church Avenue       4213-15 Church Avenue            Brooklyn        NY       11203          NW

207                2440 Athens Avenue          2440 Athens Avenue               Redding         CA       96001          NW

208                110-112 Thornton Street     110-112 Thornton Street           Revere         MA       02151          NW

209                574 Central Avenue          574 Central Avenue                Albany         NY       12206          NW

210                1020 W. 13th Street         1020 W. 13th Street             San Pedro        CA       90731          NW

211                1045 S. Alma Street         1045 S. Alma Street          Los Angeles(San     CA       90731          NW
                                                                                 Pedro)

212                9526-9530 1/2 Park Street   9526-9530 1/2 Park Street       Bellflower       CA       90706          NW

213                251-255 A Street            251-255 A Street                 Hayward         CA       94541          NW

214                3984-86 Pennsylvania        3984-86 Pennsylvania            Washington       DC       20020          NW
                   Avenue, S.E.                Avenue, S.E.

215                27-39 West Montauk Highway  27-39 West Montauk Highway     Lindenhurst       NY       11721          NW

216                430 South Stanislaus        430 South Stanislaus Street      Stockton        CA       95203          NW
                   Street

217                Brighton Center             6655-6675 Brighton            Commerce City      CO       80022          NW
                                               Boulevard

218                5527 Barton Avenue          5527 Barton Avenue             Los Angeles       CA       90038          NW

219                11400 Dodson Street         11400 Dodson Street              El Monte        CA       91732          NW

220                725-729 Warren Street       725-729 Warren Street             Hudson         NY       12534          NW

221                3200 Traders Way            3200 Traders Way                Winnemucca       NV       89445          NW

222                2892 W. 11th Street         2892 W. 11th Street            Los Angeles       CA       90006          NW

223                5 Grove Street              5 Grove Street                  Hopkinton        MA       01748          NW

224                1752 Rumrill Boulevard      1752 Rumrill Boulevard          San Pablo        CA       94806          NW

225                1034 East Laurel Drive      1034 East Laurel Drive           Salinas         CA       93905          NW

226                1615 East Appleton Street   1615 East Appleton Street       Long Beach       CA       90802          NW

227                727 Olive Avenue            727 Olive Avenue                Long Beach       CA       90813          NW

228                Genoa Restaurant            2832 SE Belmont Street           Portland        OR       97214          NW

229                6124 Pembroke Road          6124 Pembroke Road               Miramar         FL       33023          NW

230                3620 West 159th St./15901   3620 West 159th St./15901       Cleveland        OH       44111          NW
                   West Park                   West Park

231                3140 Pleasant Avenue South  3140 Pleasant Avenue South     Minneapolis       MN       55408          NW

232                6600 Lincoln Place          6600 Lincoln Place            West New York      NJ       07093          NW

233                837-901 E. Turney Avenue    837-901 E. Turney Avenue         Phoenix         AZ       85014          NW

234                457 W. 47th Street          457 W. 47th Street             Los Angeles       CA       90037          NW

235                4467 Lee Rd                 4467 Lee Rd                     Cleveland        OH       44128          NW

236                540 NE 149 St               541 NE 149 ST                    N. Miami        FL       33160          NW

237                201-207 Lawrence Street     201-207 Lawrence Street          Lawrence        MA       01841          NW

238                6806 S. St. Lawrence        6806 S. St. Lawrence             Chicago         IL       60637          NW


<CAPTION>
                                                                          INITIAL
        MORTGAGE                                                FEE/     INTEREST     ORIG.       REM.        ORIG.         REM.
          LOAN         SUB-      ORIGINAL        CUT-OFF       LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #       SELLER        POOL      BALANCE         BALANCE        HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---     --------       ----    ----------      -----------     ------    --------    ------      -----      --------      -------- -
<S>      <C>            <C>    <C>             <C>               <C>         <C>       <C>        <C>          <C>          <C>
205      Column         2        $237,000        $223,575        Fee         0         240        209          120           89

206      Column         2        $221,000        $216,467        Fee         0         300        274          120           94

207      Column         2        $220,000        $214,501        Fee         0         360        323          120           83

208      Column         2        $220,000        $213,294        Fee         0         300        271          120           91

209      Column         2        $221,000        $212,070        Fee         0         240        215          120           95

210      Column         2        $211,500        $206,860        Fee         0         360        325          120           85

211      Column         2        $207,000        $202,459        Fee         0         360        325          120           85


212      Column         2        $201,500        $197,164        Fee         0         360        325          120           85

213      Column         2        $240,000        $193,296        Fee         0         120         86          120           86

214      Column         2        $195,000        $190,285        Fee         0         360        321          120           81


215      Column         2        $200,000        $187,238        Fee         0         180        156          180          156

216      Column         2        $188,000        $183,810        Fee         0         360        324          120           84


217      Column         2        $186,000        $179,780        Fee         0         360        325          120           85


218      Column         2        $182,250        $178,869        Fee         0         360        330          120           90

219      Column         2        $180,000        $176,771        Fee         0         360        328          120           88

220      Column         2        $171,000        $167,812        Fee         0         300        277          120           97

221      Column         2        $169,000        $165,654        Fee         0         300        277          120           97

222      Column         2        $168,750        $165,417        Fee         0         360        326          120           86

223      Column         2        $168,000        $163,632        Fee         0         300        274          120           94

224      Column         2        $168,000        $163,524        Fee         0         360        323          120           83

225      Column         2        $162,500        $158,993        Fee         0         360        326          120           86

226      Column         2        $158,270        $154,753        Fee         0         360        324          120           84

227      Column         2        $150,000        $146,412        Fee         0         360        324          120           84

228      Column         2        $150,000        $144,747        Fee         0         300        264          120           84

229      Column         2        $140,000        $136,517        Fee         0         360        321          120           81

230      Column         2        $132,200        $129,616        Fee         0         360        325          120           85


231      Column         2        $117,000        $114,305        Fee         0         300        275          120           95

232      Column         2        $114,000        $111,726        Fee         0         360        326          120           86

233      Column         2        $112,500        $109,568        Fee         0         360        322          120           82

234      Column         2        $105,000        $103,026        Fee         0         360        325          120           85

235      Column         2        $105,000        $102,813        Fee         0         360        326          120           86

236      Column         2        $110,000        $102,763        Fee         0         180        156          180          156

237      Column         2        $104,000        $101,978        Fee         0         360        325          120           85

238      Column         2        $100,000        $97,300         Fee         0         360        321          60            21


<CAPTION>
                        INTEREST                                                                               SERVICING
                      CALCULATION                     FIRST                                                       AND
         INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #         RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---      --------     -----------      -------      ----------         ---         ------- ------------------- ----------
<S>       <C>          <C>             <C>          <C>                <C>          <C>    <C>                   <C>
205       8.2500%        30/360         2,019       06/01/1999         N/A          No           N/A           0.3725%

206      10.3750%        30/360         2,067       11/01/1999         N/A          No           N/A           0.3725%

207       8.6100%        30/360         1,709       12/01/1998         N/A          No           N/A           0.3725%

208       8.6250%        30/360         1,790       08/01/1999         N/A          No           N/A           0.3725%

209       9.1250%        30/360         2,006       12/01/1999         N/A          No           N/A           0.3725%

210       8.9600%        30/360         1,696       02/01/1999         N/A          No           N/A           0.3725%

211       8.9600%        30/360         1,660       02/01/1999         N/A          No           N/A           0.3725%


212       9.0600%        30/360         1,630       02/01/1999         N/A          No           N/A           0.3725%

213       9.5600%        30/360         3,113       03/01/1999         N/A          No           N/A           0.3725%

214       9.2500%        30/360         1,604       10/01/1998         N/A          No           N/A           0.3725%


215      10.0000%        30/360         2,149       01/01/2000         N/A          No           N/A           0.3725%

216       9.1850%        30/360         1,538       01/01/1999         N/A          No           N/A           0.3725%


217       9.5600%        30/360         1,572       02/01/1999         N/A          No           N/A           0.3725%


218       8.9300%        30/360         1,457       07/01/1999         N/A          No           N/A           0.3725%

219       9.4700%        30/360         1,510       05/01/1999         N/A          No           N/A           0.3725%

220      10.1250%        30/360         1,569       02/01/2000         N/A          No           N/A           0.3725%

221       9.7500%        30/360         1,506       02/01/2000         N/A          No           N/A           0.3725%

222       9.3300%        30/360         1,398       03/01/1999         N/A          No           N/A           0.3725%

223       8.8750%        30/360         1,396       11/01/1999         N/A          No           N/A           0.3725%

224       9.0600%        30/360         1,359       12/01/1998         N/A          No           N/A           0.3725%

225       8.8750%        30/360         1,293       03/01/1999         N/A          No           N/A           0.3725%

226       9.0600%        30/360         1,280       01/01/1999         N/A          No           N/A           0.3725%

227       9.3100%        30/360         1,241       01/01/1999         N/A          No           N/A           0.3725%

228       9.3100%        30/360         1,291       01/01/1999         N/A          No           N/A           0.3725%

229       8.9500%        30/360         1,121       10/01/1998         N/A          No           N/A           0.3725%

230       9.5600%        30/360         1,117       02/01/1999         N/A          No           N/A           0.3725%


231       9.3750%        30/360         1,012       12/01/1999         N/A          No           N/A           0.3725%

232       9.2800%        30/360          940        03/01/1999         N/A          No           N/A           0.3725%

233       8.9500%        30/360          901        11/01/1998         N/A          No           N/A           0.3725%

234       9.7500%        30/360          902        02/01/1999         N/A          No           N/A           0.3725%

235       9.0600%        30/360          849        03/01/1999         N/A          No           N/A           0.3725%

236       9.6250%        30/360         1,157       01/01/2000         N/A          No           N/A           0.3725%

237       9.5800%        30/360          881        02/01/1999         N/A          No           N/A           0.3725%

238       8.5200%        30/360          770        10/01/1998         N/A          No           N/A           0.3725%
</TABLE>
                                                               B-1A-8
<PAGE>
<TABLE>

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6
                                                          COLUMN COLLATERAL

<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED          PROPERTY NAME                   ADDRESS                  CITY         STATE      CODE      ORIGINATOR
---     -------    -------------------------   -------------------------       ----------      -----     -----     -----------
<S>      <C>       <C>                         <C>                             <C>              <C>      <C>          <C>
239                1545 NE 123rd Street        1545 NE 123rd Street           North Miami       FL       33161          NW

240                1100 E. 7th Street          1100 E. 7th Street              Long Beach       CA       90813          NW


<CAPTION>
                                                                         INITIAL
       MORTGAGE                                                FEE/     INTEREST     ORIG.       REM.        ORIG.         REM.
         LOAN         SUB-      ORIGINAL        CUT-OFF       LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #      SELLER        POOL      BALANCE         BALANCE        HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---    --------       ----    ----------      -----------     ------    --------    ------      -----      --------      --------
<S>     <C>            <C>    <C>             <C>               <C>         <C>       <C>        <C>          <C>          <C>
239     Column         2        $94,500         $92,365         Fee         0         360        321          120           81

240     Column         2        $86,000         $84,237         Fee         0         360        325          120           85


<CAPTION>
                       INTEREST                                                                               SERVICING
                     CALCULATION                     FIRST                                                       AND
        INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #        RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---     --------     -----------      -------      ----------         ---         ------- ------------------- ----------
<S>      <C>          <C>             <C>          <C>                <C>          <C>    <C>                   <C>
239      9.4500%        30/360          791        10/01/1998         N/A          No           N/A           0.3725%

240      9.3100%        30/360          711        02/01/1999         N/A          No           N/A           0.3725%
</TABLE>

(1) Holiday Inn Ontario constitutes a hotel property.


                                                               B-1A-9
<PAGE>

<TABLE>
                                                            EXHIBIT B-1B

                                                 SCHEDULE OF KEYBANK MORTGAGE LOANS

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6

                                                         KEY BANK COLLATERAL
<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED         PROPERTY NAME                   ADDRESS                   CITY         STATE      CODE      ORIGINATOR
---     -------    ------------------------  ----------------------------      ---------       -----     -----      ----------
<S>     <C>        <C>                       <C>                              <C>               <C>      <C>            <C>
 5                 Ashland Town Center       500 Winchester Avenue              Ashland         KY       41101          Key
 7                 Belmont Apartments        10000 South Maryland Parkway      Las Vegas        NV       89123          Key
14                 Richardson Heights        100 S. Central Expressway         Richardson       TX       75080          Key
                   Village Shopping Center
17                 Centennial Plaza          1885, 1887, 1901 South Yale         Tulsa          OK       74112          Key
                                             Avenue
22                 Harbor Club Downs         455 Alternate U.S. Highway       Palm Harbor       FL       34683          Key
                                             19 South
27                 Riverwalk Apartments      1714 North Ninth Street           Lafayette        IN       47904          Key
31                 Main & LaVeta             402-480 South Main Street           Orange         CA       92868          Key
32                 The Brighton Marketplace  Southeast Corner of Bromley        Brighton        CO       80601          Key
                                             Lane and Sable Boulevard

34                 Dulles Business and       403 and 405  Glenn Drive           Sterling        VA       20164          Key
                   Cargo Center
40                 Fleet Bank Building       One Bethlehem Plaza               Bethlehem        PA       18018          Key
43                 R.E. Michel Company,      One Skywater Way                 Glen Burnie       MD       21060          Key
                   Inc.
44                 Richmond Center           1050 Industries Road               Richmond        IN       46220          Key
45                 Eastgate Shopping Center  4810-4898 E. Kings Canyon           Fresno         CA       93727          Key
                                             Road

46                 Cass Plaza Shopping       3300 US Highway 24 East           Logansport       IN       46392          Key
                   Center
53                 Country Oaks Apartments   2913 Mustang Drive                Grapevine        TX       76051          Key
56                 Amherst Plaza             1915 Cooper Foster Park Road       Amherst         OH       44001          Key
57                 Eastlake Village          12901 South  Western Avenue     Oklahoma City      OK       73139          Key
                   Apartments &
                   Mini-Storage

58                 Best Buy-Brownsville      2901 Pablo Kisel Blvd.           Brownsville       TX       78526          Key
59                 Five Points Plaza         7350 Oxford Avenue               Philadelphia      PA       19111          Key
60                 Virginia Apartment        2110 Richmond St., 1900            Hopewell        VA       23860          Key
                   Properties                Warren Ave., 700 N. 21st
                                             St., 600 East Broadway

61                 Countryside Station       3820 South Nova Road             Port Orange       FL       32127          Key
64                 Lake Crest Center         945-951 Hornet Drive              Hazelwood        MO       63042          Key
                   Office Building

65                 Best Buy-Lafayette        5635 Johnston Street              Lafayette        LA       70503          Key
66                 The Broadway Building     1200-1206 Pearl Street             Boulder         CO       80302          Key


<CAPTION>
                                                                           INITIAL
         MORTGAGE                                                FEE/     INTEREST     ORIG        REM.        ORIG.         REM.
           LOAN         SUB-        ORIGINAL        CUT-OFF     LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #        SELLER        POOL        BALANCE         BALANCE      HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---      --------       ----      -----------     -----------   -------    --------   ------      -----      --------      --------
<S>         <C>          <C>      <C>             <C>             <C>         <C>       <C>       <C>           <C>          <C>
 5          Key          1        $27,000,000     $26,967,967     Fee         0         300        299          120          119
 7          Key          1        $23,400,000     $23,379,853     Fee         0         360        359          120          119
14          Key          1        $16,500,000     $16,500,000     Fee         0         360        360          120          120

17          Key          1        $15,000,000     $14,980,069     Fee         0         360        358          120          118

22          Key          1        $11,600,000     $11,583,074     Fee         0         360        358          120          118

27          Key          1        $10,000,000      $9,992,942     Fee         0         360        359          120          119
31          Key          1         $9,360,000      $9,340,271     Fee         0         360        357          120          117
32          Key          1         $9,250,000      $9,185,182     Fee         0         360        349          120          109


34          Key          1         $8,800,000      $8,773,250     Fee         0         360        355          120          115

40          Key          1         $7,500,000      $7,494,032     Fee         0         360        359          120          119
43          Key          1         $7,000,000      $6,860,453     Fee         0         360        330          144          114

44          Key          1         $7,000,000      $6,652,593     Fee         0         300        262          120           82
45          Key          1         $6,450,000      $6,441,213     Fee         0         360        358          120          118


46          Key          1         $7,031,000      $6,436,909     Fee         0         240        201          240          201

53          Key          1         $5,300,000      $5,292,780     Fee         0         360        358          120          118
56          Key          1         $5,000,000      $4,776,554     Fee         0         300        263          120           83
57          Key          1         $4,948,000      $4,630,481     Fee         0         300        253          120           73



58          Key          1         $4,385,000      $4,379,447     Fee         0         360        358          144          142
59          Key          1         $4,320,000      $4,311,020     Fee         0         360        357          120          117
60          Key          1         $4,312,000      $4,296,807     Fee         0         300        297          120          117



61          Key          1         $4,373,600      $4,206,623     Fee         0         360        311          120           71
64          Key          1         $4,046,000      $4,037,992     Fee         0         360        357          120          117


65          Key          1         $3,999,000      $3,991,289     Fee         0         360        357          144          141
66          Key          1         $4,200,000      $3,983,303     Fee         0         300        260          120           80


<CAPTION>
                        INTEREST                                                                               SERVICING
                      CALCULATION                     FIRST                                                      AND
         INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #         RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---      --------     -----------      -------      ---------       ---------      ------- -----------------    -------
<S>       <C>          <C>             <C>          <C>                <C>          <C>    <C>                  <C>
 5        7.2500%      Actual/360      195,158      12/01/2001         N/A          Yes    Lock/25_Def/92_0%/3  0.0525%
 7        6.7500%      Actual/360      151,772      12/01/2001         N/A          Yes    Lock/25_Def/92_0%/3  0.0525%
14        7.1500%      Actual/360      111,442      01/01/2002         N/A          Yes    Lock/24_Def/93_0%/3  0.0525%

17        7.3500%      Actual/360      103,346      11/01/2001         N/A          Yes    Lock/26_Def/91_0%/3  0.0525%

22        6.9700%      Actual/360      76,942       11/01/2001         N/A          Yes    Lock/26_Def/91_0%/3  0.0525%

27        7.7500%      Actual/360      71,641       12/01/2001         N/A          Yes    Lock/25_Def/92_0%/3  0.0525%
31        7.3400%      Actual/360      64,424       10/01/2001         N/A          Yes    Lock/27_Def/90_0%/3  0.0525%
32        7.8300%      Actual/360      66,780       02/01/2001         N/A          Yes    Lock/35_Def/82_0%/3  0.0525%


34        7.6000%      Actual/360      62,135       08/01/2001         N/A          Yes    Lock/29_Def/88_0%/3  0.0525%

40        7.1500%      Actual/360      50,656       12/01/2001      11/01/2011      Yes    Lock/25_Def/91_0%/3  0.0525%
43        7.7600%      Actual/360      50,197       07/01/1999         N/A          Yes    Lock/30_YM/24_Def/3  0.0525%

44        6.8900%      Actual/360      48,984       11/01/1998         N/A          No           N/A            0.0525%
45        7.2500%      Actual/360      44,000       11/01/2001         N/A          Yes    Lock/26_Def/91_0%/3  0.0525%


46        6.8300%      Actual/360      54,223       10/01/1998         N/A          No           N/A            0.0525%

53        7.2500%      Actual/360      36,155       11/01/2001         N/A          Yes    Lock/26_Def/91_0%/3  0.0525%
56        7.3600%      Actual/360      36,495       12/01/1998         N/A          No           N/A            0.0525%
57        7.2600%        30/360        35,796       02/01/1998         N/A          No           N/A            0.0525%



58        7.5400%      Actual/360      30,781       11/01/2001      10/01/2013      Yes    Lock/26_Def/114_0%/3 0.0525%
59        7.4000%      Actual/360      29,911       10/01/2001         N/A          Yes    Lock/27_Def/90_0%/3  0.0525%
60        7.0100%      Actual/360      30,504       10/01/2001         N/A          Yes    Lock/27_Def/90_0%/3  0.0525%



61        7.4100%      Actual/360      30,312       12/01/1997         N/A          No           N/A            0.0525%
64        7.6100%      Actual/360      28,596       10/01/2001         N/A          Yes    Lock/27_Def/90_0%/3  0.0525%


65        7.7200%      Actual/360      28,566       10/01/2001      09/01/2013      Yes    Lock/27_Def/113_0%/3 0.0525%
66        7.0000%      Actual/360      29,685       09/01/1998         N/A          No           N/A            0.0525%
</TABLE>
                                                               B-1B-1
<PAGE>

<TABLE>

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001 CK6

                                                         KEY BANK COLLATERAL
<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #      CROSSED         PROPERTY NAME                   ADDRESS                   CITY         STATE      CODE      ORIGINATOR
---     -------    ------------------------  ----------------------------      ---------       -----     -----      ----------
<S>     <C>        <C>                       <C>                              <C>               <C>      <C>            <C>
73                 Office Depot/Mattress     101 State Road 7               Royal Palm Beach    FL       33414          Key
                   Giant Building

78                 Lincoln Self Storage      910 Lincoln Avenue                 San Jose        CA       95126          Key
79                 Office Depot-Memphis      785 Union Avenue                   Memphis         TN       38103          Key
80                 Aim All Storage IV        10005 Arrow Route              Rancho Cucamonga    CA       91730          Key
81                 Storage USA               9831 Montgomery Boulevard NE     Albuquerque       NM       87111          Key
82                 Best Buy-Benton Harbor    1550 Orchard Xing              Benton Township     MI       49022          Key
91                 La Salle Distribution     290 E. Cole Road & 291             Calexico        CA       92231          Key
                   Center I & II             Avenida Campillo

96                 Laurel Food Lion          410 Sandy Spring Road               Laurel         MD       20707          Key
98                 Peoria Self-Storage       7590 West Olive Avenue              Peoria         AZ       85035          Key
100                Poplar Village            1414 Poplar Avenue               Murfreesboro      TN       37129          Key
                   Apartments

102                A1A Self Storage          3209 A1A/SR 200                     Yulee          FL       32097          Key
105                Creekview Estates         6215- 6221 Tonawanda Creek         Lockport        NY       14094          Key
                                             Road

109                Rosewalk Garden Homes     401-420 Appaloosa Trail           Lafayette        IN       47905          Key
118                Quad 217 Corporate        9640-9705 SW Sunshine Court       Beaverton        OR       97005          Key
                   Center

122                Riviera Palm Apartments   914 East Lemon Street               Tempe          AZ       85281          Key
124                Kaysville Country         270 South 50 West                 Kaysville        UT       84037          Key
                   Apartments


<CAPTION>
                                                                         INITIAL
       MORTGAGE                                                FEE/     INTEREST     ORIG        REM.        ORIG.         REM.
         LOAN         SUB-        ORIGINAL        CUT-OFF     LEASE-      ONLY      AMORT.      AMORT.      TERM TO      TERM TO
 #      SELLER        POOL        BALANCE         BALANCE      HOLD       TERM       TERM        TERM      MATURITY      MATURITY
---    --------       ----      -----------     -----------   -------    --------   ------      -----      --------      --------
<S>       <C>          <C>      <C>             <C>             <C>         <C>       <C>       <C>           <C>          <C>
73        Key          1         $3,550,000      $3,545,164     Fee         0         360        358          120          118


78        Key          1         $3,050,000      $3,043,359     Fee         0         300        298          120          118
79        Key          1         $3,020,000      $3,017,644     Fee         0         360        359          120          119
80        Key          1         $3,000,000      $2,993,468     Fee         0         300        298          120          118
81        Key          1         $2,938,000      $2,928,403     Fee         0         300        297          120          117
82        Key          1         $2,925,000      $2,922,859     Fee         0         360        359          120          119
91        Key          1         $2,500,000      $2,500,000     Fee         0         300        300          120          120


96        Key          1         $2,200,000      $2,197,207     Fee         0         360        358          120          118
98        Key          1         $2,107,500      $2,100,492     Fee         0         300        297          120          117
100       Key          1         $2,000,000      $1,998,361     Fee         0         360        359          120          119


102       Key          1         $1,925,000      $1,917,487     Fee         0         300        296          120          116
105       Key          1         $1,760,000      $1,689,536     Fee         0         360        313          120           73


109       Key          1         $1,600,000      $1,596,542     Fee         0         300        298          120          118
118       Key          1         $1,300,000      $1,293,407     Fee         0         240        237          120          117


122       Key          1         $1,275,000      $1,206,534     Fee         0         300        259          120           79
124       Key          1         $1,250,000      $1,173,928     Fee         0         302        255          120           73



<CAPTION>
                       INTEREST                                                                               SERVICING
                     CALCULATION                     FIRST                                                      AND
        INTEREST       (30/360/       MONTHLY       PAYMENT                       DEFEAS-    DEFEASANCE        TRUSTEE
 #        RATE       ACTUAL/360)      PAYMENT         DATE            ARD          ANCE      PROVISION          FEES
---     --------     -----------      -------      ---------       ---------      ------- -----------------    -------
<S>      <C>          <C>             <C>          <C>                <C>          <C>    <C>                  <C>
73       7.2500%      Actual/360      24,217       11/01/2001      10/01/2011      Yes    Lock/26_Def/90_0%/3  0.0525%


78       7.2500%      Actual/360      22,046       11/01/2001         N/A          No           N/A            0.0525%
79       7.2500%      Actual/360      20,602       12/01/2001      11/01/2011      Yes    Lock/25_Def/91_0%/3  0.0525%
80       7.2500%      Actual/360      21,684       11/01/2001         N/A          Yes    Lock/26_Def/91_0%/3  0.0525%
81       7.4400%      Actual/360      21,597       10/01/2001         N/A          Yes    Lock/27_Def/90_0%/4  0.0525%
82       7.5700%      Actual/360      20,592       12/01/2001      11/01/2011      Yes    Lock/25_Def/91_0%/4  0.0525%
91       7.2500%      Actual/360      18,070       01/01/2002         N/A          Yes    Lock/24_Def/93_0%/4  0.0525%


96       7.5300%      Actual/360      15,428       11/01/2001         N/A          Yes    Lock/26_Def/91_0%/4  0.0525%
98       7.3400%      Actual/360      15,356       10/01/2001         N/A          Yes    Lock/27_Def/90_0%/4  0.0525%
100      7.0000%      Actual/360      13,306       12/01/2001         N/A          Yes    Lock/25_Def/92_0%/4  0.0525%


102      7.8600%      Actual/360      14,679       09/01/2001         N/A          Yes    Lock/28_Def/89_0%/4  0.0525%
105      7.5500%        30/360        12,366       02/01/1998         N/A          No           N/A            0.0525%


109      7.2900%      Actual/360      11,606       11/01/2001         N/A          No           N/A            0.0525%
118      7.7500%      Actual/360      10,672       10/01/2001         N/A          No           N/A            0.0525%


122      6.9100%      Actual/360       8,938       08/01/1998         N/A          No           N/A            0.0525%
124      7.0500%      Actual/360       8,854       02/01/1998         N/A          No           N/A            0.0525%
</TABLE>

(1) Holiday Inn Ontario constitutes a hotel property.

                                                               B-1B-2

<PAGE>

<TABLE>

                                                      EXHIBIT B-2

                                    SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY

<CAPTION>

COLLATERAL                                 INVESTOR                DOC    EXCEP-
    ID                BORROWER NAME          ID      LOAN AMOUNT   TYPE    TION           EXCEPTION DESCRIPTION
----------    ---------------------------  -------- -------------  ----    -----  --------------------------------
<S>           <C>                            <C>    <C>            <C>      <C>   <C>
1522001CK6    679 NINTH AVENUE               NW     1,300,000.00   ALNG     02    DOCUMENT IS COPY, NEED ORIGINAL

1692001CK6    3423-3425 BERGENLINE AVENUE    NW       700,000.00   ALNG     02    DOCUMENT IS COPY, NEED ORIGINAL

1802001CK6    1276 MILITARY ROAD             NW       485,000.00   ALNG     02    DOCUMENT IS COPY, NEED ORIGINAL

1822001CK6    18 BURNEY STREET               NW       450,000.00   ALNG     02    DOCUMENT IS COPY, NEED ORIGINAL

2152001CK6    217 VAN BRUNT ST               NW       284,000.00   ALNG     22    ENDORSEMENT(S) IS MISSING/INCORRECT

2202001CK6    594-596 WEST SIDE AVENUE       NW       267,000.00   ALNG     22    ENDORSEMENT(S) IS MISSING/INCORRECT

2212001CK6    5850 STOCKTON BOULEVARD        NW       266,000.00   ALNG     22    ENDORSEMENT(S) IS MISSING/INCORRECT

2292001CK6    149 HIGH STREET                NW       235,000.00   ALNG     22    ENDORSEMENT(S) IS MISSING/INCORRECT

2472001CK6    5527 BARTON AVENUE             NW       182,250.00   ALNG     22    ENDORSEMENT(S) IS MISSING/INCORRECT

2472001CK6    5527 BARTON AVENUE             NW       182,250.00   ALNG     22    ENDORSEMENT(S) IS MISSING/INCORRECT

1822001CK6    18 BURNEY STREET               NW       450,000.00   ALNG     24    NAME IS MISSING/INCORRECT

1832001CK6    EASTGATE GARDEN APARTMENTS     NW       430,000.00   ALNG     24    NAME IS MISSING/INCORRECT

1842001CK6    1210 SO. NEVADA STREET         NW       428,000.00   ALNG     24    NAME IS MISSING/INCORRECT

1922001CK6    9 MAIN STREET                  NW       400,000.00   ALNG     24    NAME IS MISSING/INCORRECT


2022001CK6    1240 S. NORTON AVENUE          NW       350,000.00   ALNG     24    NAME IS MISSING/INCORRECT

2222001CK6    613 S. PRAIRIE AVENUE          NW       262,500.00   NOTE     22    ENDORSEMENT(S) IS MISSING/INCORRECT

2412001CK6    15685 W 10 MILE RD             NW       203,000.00   NOTE     22    ENDORSEMENT(S) IS MISSING/INCORRECT


<CAPTION>

COLLATERAL
    ID                              NOTATION
----------  -----------------------------------------------------------
<S>         <C>
1522001CK6  NWF TO TCMB

1692001CK6  FIRST FINANCIAL EQUITIES TO NW

1802001CK6  H&A TO NW

1822001CK6  COMMERCIAL CAPITAL TO NW

2152001CK6  FIRST EQUITIES COMMERCIAL CORP TO NW: ASSIGNOR NAME MISSING

2202001CK6  H&A TO NW; "JOHN DECRUZ" S/B "JOHN JASON DECRUZ"

2212001CK6  S PACIFIC TO NW; 2ND BORROWER S/B "ZETTA G. SKIKOS"

2292001CK6  FOX FUNDING GROUP TO NW; ASSIGNOR NOT LISTED

2472001CK6  S PAC TO 1ST COMM; BORROWER "MARTA V. PARASKOVA" MISSING

2472001CK6  1ST COMM TO NW; BORROWER "MARTA V. PARASKOVA" MISSING

1822001CK6  COMM CAP-NW; "JAMES F. HANLON, TRUSTEE" MISSING

1832001CK6  DEBTOR M.I. "K" MISSING; S PAC-1STCOM-1STAM-1STCOM-NW

1842001CK6  "STARVOS" S/B "STAVROS"; 1STCOM-1STAM-1STCOM-NW

1922001CK6  NW-NWF-TCMB; S/B "RAJESHREE": TCMB-NWF-BLANK; MISSING
            "RAJESHREE

2022001CK6  BORROWER "CINDY MOSES" S/B "CINDY J MOSES"

2222001CK6  NWF TO BLANK; 2ND BORROWER S/B "LAURA T. REEVES"

2412001CK6  TCMB TO WELLS; BORROWER S/B "DAVID H. STUHLBERG" ONLY
</TABLE>
                                     B-2-1
<PAGE>

<TABLE>
<CAPTION>

                                                  EXHIBIT B-3

                                        FORM OF CUSTODIAL CERTIFICATION

                                                    [DATE]
<S>                                                          <C>
Credit Suisse First Boston                                   KeyBank National Association
   Mortgage Securities Corp.                                 127 Public Square
11 Madison Avenue                                            Cleveland, Ohio  44114
New York, New York  10010

Midland Loan Services, Inc.                                  Column Financial, Inc.
210 West Tenth Street - 6th Floor                            3414 Peachtree Road, N.E.
Kansas City, Missouri  64105                                 Suite 1140
                                                             Atlanta, Georgia 30326-1113

[CONTROLLING CLASS REPRESENTATIVE SUB-POOL NO. 1]            [CONTROLLING CLASS REPRESENTATIVE SUB-POOL NO. 2]
</TABLE>

   Re: Credit Suisse First Boston Mortgage Securities Corp., Commercial
       Mortgage Pass-Through Certificates, Series 2001-CK6
       ----------------------------------------------------------------

Ladies and Gentlemen:

     Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement dated as
of December 11, 2001 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 Mortgage Loan subject to the Agreement
(except as to any LOC Cash Reserve and 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 the date of this report 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 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 Mortgage
Loan; and (iv) based on the examinations referred to in Section 2.02(a) and
Section 2.02(b) of the

                                     B-3-1


<PAGE>


Agreement and only as to the foregoing documents, the information set forth in
the Mortgage Loan Schedule with respect to the items specified in clause (ii) of
the definition of "Mortgage Loan Schedule" (exclusive of zip code) 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
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 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 clause (i), through (v), in clause (vii) and, in the
case of any 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 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 certifications delivered in Section 2.02 of the Agreement, 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, if such state
level UCC Financing Statement was not filed on the national form, one local UCC
Financing Statement filing in the county of each 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" will be delivered in form suitable for filing and
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-3-2

<PAGE>



     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-3-3


<PAGE>

<TABLE>
<CAPTION>

                                                      EXHIBIT B-4

                                           SCHEDULE OF MORTGAGE LOANS COVERED BY
                                                   ENVIRONMENTAL INSURANCE

                                                       CSFB 2001 CK-6
                                               ENVIRONMENTAL POLICY SCHEDULE

                                                                                                                      ORIGINAL
  #   CROSSED        PROPERTY NAME                  ADDRESS                 CITY        STATE    CODE    SUB-POOL     BALANCE
 ---  -------  ------------------------   -------------------------    -------------   -------  ------  ----------  -----------
<S>            <C>                        <C>                        <C>              <C>       <C>       <C>       <C>
  3            Washington Design Center   300 D Street, SW               Washington      DC      20024       1      $49,000,000

  5            Ashland Town Center        500 Winchester Avenue            Ashland       KY      41101       1      $27,000,000

 26            Country Walk Plaza         13707-89 Southwest 152nd          Miami        FL      33186       1      $10,480,000
                                          Street

 44            Richmond Center            1050 Industries Road            Richmond       IN      46220       1       $7,000,000

 62            Tanglewood                 6522 54th Avenue North            Saint        FL      33709       1       $4,200,000
                                                                         Petersburg

 79            Office Depot-Memphis       785 Union Avenue                 Memphis       TN      38103       1       $3,020,000

 84            Residences at Bear Creek   5501 Sayle Street              Greenville      TX      75402       1       $2,900,000

 85            Cedarstone                 1544 Sawdust Road               Woodlands      TX      77380       1       $2,800,000

 92            Ashgrove Apartments        480 and 481 Hambrick Road    Stone Mountain    GA      30083       1       $2,500,000

 95            Tahoe Pine Ridge Plaza     917 Tahoe Boulevard          Incline Village   NV      89451       1       $2,230,000

 97            Northlake Apartments       310 Northlake Drive           Warner Robins    GA      31093       1       $2,165,000

 99            Siboney Professional       5122 Katella Avenue           Los Alamitos     CA      90720       1       $2,050,000
               Building

 103           Woodcreek Apartments       4690 Log Cabin Drive              Macon        GA      31204       1       $1,800,000

 104           Brynfield Court Apartments 5050 Wynnefield Avenue        Philadelphia     PA      19131       1       $1,710,000

 106           Virginia Avenue Plaza      800 Virginia Avenue            Fort Pierce     FL      34982       1       $1,690,000

 107   ( C )   Pinewood Apartments        1150, 1200 20th Street N.E.     Cleveland      TN      37311       2       $1,090,000

 108   ( C )   Pinecreek Apartments       749 20th Street S.E.            Cleveland      TN      37311       2        $575,000

 110           London Square Apartments   5569 Gasmer Drive                Houston       TX      77035       2       $1,579,000

 111           Fairview Arms Apartments   5201-5219 Wynnefield Avenue   Philadelphia     PA      19131       1       $1,536,000

 112           Park Manor Apartments      9766-9846 Rose Hill Road     Berrien Springs   MI      49103       1       $1,500,000

 113           Albertson's-Shadow         250 South FM 270               League City     TX      77573       1       $1,500,000
               Shopping Center

 114           Buckingham Townhomes       9930 Buckingham Road             Dallas        TX      75243       1       $1,475,000

 117           Maple Court Apartments     4809-4815 122nd Street SW       Lakewood       WA      98499       2       $1,403,000

 119           3115 Long Beach Road       3115 Long Beach Road            Oceanside      NY      11572       1       $1,275,000

 120           College Street Shopping    3695-3779 College Street        Beaumont       TX      77701       1       $1,275,000
               Center

 121           679 Ninth Avenue           679 Ninth Avenue                New York       NY      10019       2       $1,300,000

 123           2 Claire Road              2 Claire Road                East Brunswick    NJ      08816       1       $1,200,000

 126           Powers Rentals Apartments  1237-1251 Parkway Place        Clarksville     TN      37040       1       $1,165,000


<CAPTION>
                         CUT-OFF DATE                MATURITY                    PHASE 1
   #                       BALANCE                     DATE                       DATE
------                   -----------                -----------                -----------
<S>                      <C>                        <C>                        <C>
   3                     $48,959,437                11/11/2011                 08/01/2001

   5                     $26,967,967                11/01/2011                    37179

  26                     $10,465,366                10/11/2011                 08/10/2001

  44                     $6,652,593                 10/01/2008                    37176

  62                     $4,189,020                 08/11/2011                     N/A

  79                     $3,017,644                 11/01/2031                    37140

  84                     $2,891,467                 07/11/2011                     N/A

  85                     $2,794,287                 09/11/2011                     N/A

  92                     $2,491,554                 09/11/2011                     N/A

  95                     $2,224,474                 08/11/2011                     N/A

  97                     $2,160,341                 09/11/2011                     N/A

  99                     $2,045,390                 08/11/2011                     N/A

  103                    $1,792,824                 08/11/2011                     N/A

  104                    $1,704,274                 09/11/2011                     N/A

  106                    $1,686,762                 10/11/2011                     N/A

  107                    $1,052,834                 05/01/2009                     N/A

  108                     $555,394                  05/01/2009                     N/A

  110                    $1,550,693                 03/01/2010                     N/A

  111                    $1,530,856                 09/11/2011                     N/A

  112                    $1,496,772                 09/11/2011                     N/A

  113                    $1,495,171                 06/11/2011                     N/A

  114                    $1,468,926                 08/11/2011                     N/A

  117                    $1,386,097                 01/01/2010                     N/A

  119                    $1,272,713                 09/11/2011                     N/A

  120                    $1,271,298                 09/11/2011                     N/A

  121                    $1,266,848                 10/01/2009                     N/A

  123                    $1,196,949                 08/11/2011                     N/A

  126                    $1,159,037                 09/11/2011                     N/A
</TABLE>

                                      B-4-1

<PAGE>

<TABLE>
<CAPTION>

                                                       CSFB 2001 CK-6
                                               ENVIRONMENTAL POLICY SCHEDULE

                                                                                                                      ORIGINAL
  #   CROSSED        PROPERTY NAME                  ADDRESS                 CITY        STATE    CODE    SUB-POOL     BALANCE
 ---  -------  ------------------------   -------------------------    -------------   -------  ------  ----------  -----------
<S>            <C>                        <C>                        <C>              <C>       <C>       <C>       <C>
 127           Fairfield Apartments       343, 353 and 363 Kenrick       Front Royal     VA      22630       2       $1,141,000
                                          Lane

 129           361 Broadway               361 Broadway                     Chelsea       MA      02150       2       $1,113,000

 130           Wynmawr Court Apartments   5001-5019 Gainor Road         Philadelphia     PA      19131       1       $1,040,000

 131           Gleneagles Apartments      125 Cleveland Avenue           Cocoa Beach     FL      32931       2       $1,020,000

 132           Toni-Lynn Apartments       499 W. Progress Ave             Littleton      CO      80120       2       $  999,900

 133           Barcelona West Mobile      4141 Barcelona Road SW         Albuquerque     NM      87121       2       $1,014,000
               Home Park

 134           Roselle Apartments         248-252 East 1st Avenue          Roselle       NJ      07203       2        $950,000

 135           Laurel Garden Apartments   333 North Ash Street             Casper        WY      82601       2        $955,460

 136           Green Valley Mobile Home   9660 4th Street NW             Albuquerque     NM      87114       2        $962,500
               Park

 137           Cathedral Park Apartments  8820 Ivanhoe St./ 8833 N        Portland       OR      97718       2        $900,000
                                          Sycamore St.

 138           Glen Oaks Apartments       1432 Parkway Drive              Melbourne      FL      32935       2        $880,000

 139   (D)     5427 Romaine Street        5427 Romaine Street            Los Angeles     CA      90038       2        $584,000

 140   (D)     501 N. Kenmore & 4529      501 N. Kenmore Ave & 4529      Los Angeles     CA      90004       2        $306,000
               Rosewood                   Rosewood Avenue

 141           1510 S. St. Andrews Pl.    1414, 1510, 1522, 1541,        Los Angeles     CA      90019       2        $879,284
                                          1823 S. St. Andrews Pl.,
                                          1546 S. Wilton Pl., and 220
                                          6th Ave.

 142           1014-1018 N. Charles       1014-1018 N. Charles Street     Baltimore      MD      21201       2        $875,000
               Street

 143           Oliver Hall Apartments     6100 McCallum Street          Philadelphia     PA      19144       1        $840,000

 144           Maryland Court Apartments  8000 - 8012 South Maryland       Chicago       IL      60619       1        $825,000
                                          Avenue

 145           1914-1926 Summer Breeze    1914, 1916, 1918, 1920,          Mission       TX      78572       2        $840,000
                                          1922, 1924 and 1926 Summer
                                          Breeze

 146           159-163 Marshall Street    159-163 Marshall St              Syracus       NY      13202       2        $718,000

 147           3423-3425 Bergenline       3423-3425 Bergenline Avenue    Union City      NJ      07087       2        $700,000
               Avenue

 148           30 Amherst, 1 &1 1/2       30 Amherst, 1 &1 1/2 Oxford      Pueblo        CO      81005       2        $680,000
               Oxford

 149           Greystone Apartments       811 N. Main Street            Independence     OR      97351       2        $644,000

 150           The Spincycle Shopping     8017 Old Spanish Trail           Houston       TX      77054       2        $632,500
               Center

 151           241 South Arlington Avenue 241 South Arlington Avenue     East Orange     NJ      07019       2        $595,000

 152           516-520 West 188th Street  516-520 W. 188th St             New York       NY      10040       2        $600,000

 153           Dawn Lynn Apartments       3600 S. Fox St.                 Englewood      CO      80110       2        $596,000

 154           2923-2961 Ferncreek &      2923-2961 Ferncreek Ave &        Orlando       FL      32806       2        $545,000
               2930-2971 Martin           2930-2971 Martin St.

 155           Whitehill Apartments       11333 Whittier                   Detroit       MI      48224       2        $540,000

 156           6807 North 45th Avenue     6807 North 45th Avenue          Glendale       AZ      85301       2        $525,000


<CAPTION>

              CUT-OFF DATE    MATURITY     PHASE 1
  #   CROSSED   BALANCE        DATE         DATE
 ---  ------- -------------- ----------   ----------
<S>           <C>            <C>             <C>
 127          $ 1,130,605    02/01/2010      N/A

 129          $ 1,088,217    09/01/2009      N/A

 130          $ 1,036,517    09/11/2011      N/A

 131          $ 1,005,720    01/01/2010      N/A

 132          $   982,708    07/01/2006      N/A

 133          $   952,838    12/01/2008      N/A

 134          $   932,623    03/01/2010      N/A

 135          $   930,178    11/01/2008      N/A

 136          $   906,057    12/01/2008      N/A

 137          $   874,189    09/01/2008      N/A

 138          $   867,372    01/01/2010      N/A

 139   (D)    $   564,798    06/01/2009      N/A

 140   (D)    $   299,677    06/01/2009      N/A

 141          $   854,503    09/01/2008      N/A

 142          $   852,169    09/01/2008      N/A

 143          $   837,187    09/11/2011      N/A

 144          $   821,355    07/11/2011      N/A

 145          $   821,335    12/01/2008      N/A

 146          $   704,728    02/01/2010      N/A

 147          $   683,325    12/01/2009      N/A

 148          $   630,813    01/01/2009      N/A

 149          $   630,700    04/01/2009      N/A

 150          $   613,098    06/01/2009      N/A

 151          $   584,517    05/01/2009      N/A

 152          $   580,827    03/01/2010      N/A

 153          $   561,993    04/01/2006      N/A

 154          $   531,247    11/01/2008      N/A

 155          $   523,307    04/01/2009      N/A

 156          $   512,561    01/01/2009      N/A
</TABLE>


                                      B-4-2

<PAGE>



<TABLE>
<CAPTION>


                                                       CSFB 2001 CK-6
                                               ENVIRONMENTAL POLICY SCHEDULE

                                                                                                                      ORIGINAL
  #   CROSSED        PROPERTY NAME                  ADDRESS                 CITY        STATE    CODE    SUB-POOL     BALANCE
 ---  -------  ------------------------   -------------------------    -------------   -------  ------  ----------  -----------
<S>            <C>                        <C>                        <C>              <C>       <C>       <C>       <C>
 157           120-126 Market St. &       120-126 Market St. & 14-24      Paterson       NJ      07505       2        $500,000
               14-24 Hamilton St.         Hamilton St.

 158           1276 Military Road         1276 Military Road              Tonawanda      NY      14217       2        $485,000

 159           3021 North 39th Street     3021 North 39th Street           Phoenix       AZ      85018       2        $489,750

 160           18 Burney Street           18 Burney Street                 Boston        MA      02120       2        $450,000

 161           Eastgate Garden Apartments 424 S. Chestnut Ave. and         Fresno        CA      93702       2        $430,000
                                          423 and 441 S. Dearing Ave.

 162           Kym's Court Apartment      1400 South Casino Center        Las Vegas      NV      89104       2        $426,000
               Complex                    Boulevard

 163           1210 So. Nevada Street     1210 So. Nevada Street          Oceanside      CA      92054       2        $428,000

 164           Country Time Mobile Home   22591 Ford Road                  Porter        TX      77365       2        $425,000
               Park

 165           111 South Ave. 63          111 South Ave. 63              Los Angeles     CA      90042       2        $427,000

 166           Riley Court                307 West Tague                 Greenfield      IN      46140       2        $430,000

 167           Home Video                 3522 Satellite Boulevard         Atlanta       GA      30136       2        $425,000

 168           Casa Linda Apartments      502 S. 1st Ave                    Yuma         AZ      85364       2        $422,000

 169           Schuerman Law Firm         507 N. Walnut Street           Batesville      IN      47006       2        $418,000

 170           9 Main Street              9 Main Street                    Chester       NJ      07930       2        $400,000

 171           The Elmira Apartments      2846 Federal Boulevard           Denver        CO      80211       2        $390,000

 172           2966 Wilshire Boulevard    2966 Wilshire Boulevard        Los Angeles     CA      90010       2        $383,000

 173           392 Montague Road          392 Montague Road              Sunderland      MA      01375       2        $380,500

 174           110-13 55th Avenue         110-13 55th Avenue               Corona        NY      11368       2        $376,000

 175           2747 Newell Street         2747 Newell Street             Los Angeles     CA      90255       2        $378,000

 176           The Greenbriar Apartments  22280 Euclid Avenue              Euclid        OH      44117       2        $375,000

 177           16021 S. Denker Avenue     16021 S. Denker Avenue           Gardena       CA      90247       2        $360,000

 178           1240 S. Norton Avenue      1240 S. Norton Avenue          Los Angeles     CA      90020       2        $350,000

 179           914 N. Charles Street/913  914 N Charles Street/913     Baltimore City    MD      21201       2        $350,000
               Morton Street              Morton Street

 180           Castle Raphael Apartments  1411-1415 Vine Street            Denver        CO      80206       2        $350,000

 181           4151 3rd Avenue            4151 3rd Avenue                Los Angeles     CA      90008       2        $326,000

 182           1352 N. Las Palmas Avenue  1352 N. Las Palmas Avenue      Los Angeles     CA      90028       2        $325,000

 183           3781 Martin Luther King    3781 Martin Luther King Jr.      Atlanta       GA      30331       2        $315,000
               Jr. Drive                  Drive

 184           1228 Jefferson Avenue      1228 Jefferson Avenue            Clovis        CA      93612       2        $315,000

 185           517 S. Rampart Boulevard   517 S. Rampart Boulevard       Los Angeles     CA      90057       2        $310,000

 186           514-522 Snelling N. /      514-522 Snelling Avenue N.      St. Paul       MN      55104       2        $307,000
               1567-1571 Sherburne        / 1567-1571 Sherburne Avenue

<CAPTION>

     CUT-OFF DATE  MATURITY    PHASE 1
  #    BALANCE      DATE        DATE
 --- ------------ ---------    -------
<S>   <C>         <C>            <C>
 157  $478,941    05/01/2009      N/A


 158  $475,959    01/01/2010      N/A

 159  $475,032    09/01/2008      N/A

 160  $440,542    01/01/2010      N/A

 161  $422,197    05/01/2009      N/A


 162  $419,412    08/01/2009      N/A


 163  $418,995    05/01/2009      N/A

 164  $416,886    01/01/2009      N/A


 165  $416,883    01/01/2009      N/A

 166  $414,567    01/01/2009      N/A

 167  $412,842    04/01/2009      N/A

 168  $411,489    11/01/2009      N/A

 169  $411,365    03/01/2010      N/A

 170  $393,041    02/01/2010      N/A

 171  $380,045    11/01/2008      N/A

 172  $372,803    07/01/2009      N/A

 173  $371,192    12/01/2008      N/A

 174  $370,271    10/01/2009      N/A

 175  $369,044    01/01/2009      N/A

 176  $355,262    07/01/2008      N/A

 177  $349,675    09/01/2008      N/A

 178  $342,498    01/01/2009      N/A

 179  $342,096    01/01/2009      N/A

 180  $340,292    11/01/2008      N/A

 181  $319,428    12/01/2008      N/A

 182  $318,259    02/01/2009      N/A

 183  $309,236    04/01/2009      N/A

 184  $307,866    02/01/2009      N/A

 185  $303,290    01/01/2006      N/A

 186  $300,240    12/01/2009      N/A

</TABLE>


                                                                      B-4-3
<PAGE>

<TABLE>
<CAPTION>

                                                          CSFB 2001 CK-6
                                                   ENVIRONMENTAL POLICY SCHEDULE

                                                                                                                      ORIGINAL
  #   CROSSED        PROPERTY NAME                  ADDRESS                 CITY        STATE    CODE    SUB-POOL     BALANCE
 ---  -------  ------------------------   -------------------------    -------------   -------  ------  ----------  -----------
<S>            <C>                        <C>                        <C>              <C>       <C>       <C>       <C>
 187           The Hillside Apartments    22650 Euclid Avenue              Euclid        OH      44117       2        $307,500

 188           461 Venus Avenue           461 Venus Avenue               Juno Beach      FL      33408       2        $297,500

 189           1650 Boston Street         1650 Boston Street               Aurora        CO      80010       2        $292,000

 190           217 Van Brunt St           217 Van Brunt St                Brooklyn       NY      11231       2        $284,000

 191           126 Bowden Street          126 Bowden Street                Lowell        MA      01852       2        $277,500

 192           Field Street Townhouses    436-450 Field Street             Sparks        NV      89431       2        $281,000

 193           769 Tremont Street         769 Tremont Street               Boston        MA      02116       2        $283,500

 194           594-596 West Side Avenue   594-596 West Side Avenue       Jersey City     NJ      07304       2        $267,000

 195           5850 Stockton Boulevard    5850 Stockton Boulevard        Sacramento      CA      95824       2        $266,000

 196           613 S. Prairie Avenue      613 S. Prairie Avenue           Inglewood      CA      90301       2        $262,500

 197           5421-5431 Cypress Road     5421-5431 Cypress Road           Oxnard        CA      93033       2        $259,000

 198           Davis Apartments           65 South 400 West                Payson        UT      84651       2        $259,000

 199           52, 62 & 72 North          52, 62 & 72 North Wisconsin    Porterville     CA      93257       2        $254,000
               Wisconsin Street           Street

 200           226 East De La Guerra      226 East De La Guerra Street  Santa Barbara    CA      93101       2        $250,000
               Street

 201           2040 62nd Street           2040 62nd Street                Brooklyn       NY      11204       2        $250,000

 202           3425 So. A Street          3425 So. A Street                Ventura       CA      93030       2        $239,500

 203           149 High Street            149 High street                Somersworth     NH      03878       2        $235,000

 204           11055-11071 SE Bush Street 11055-11071 SE Bush Street      Portland       OR      97266       2        $234,000

 205           Columbus Way Apartments    5820 Columbus Way                Wasilla       AK      99654       2        $237,000

 206           4213-15 Church Avenue      4213-15 Church Avenue           Brooklyn       NY      11203       2        $221,000

 207           2440 Athens Avenue         2440 Athens Avenue               Redding       CA      96001       2        $220,000

 208           110-112 Thornton Street    110-112 Thornton Street          Revere        MA      02151       2        $220,000

 209           574 Central Avenue         574 Central Avenue               Albany        NY      12206       2        $221,000

 210           1020 W. 13th Street        1020 W. 13th Street             San Pedro      CA      90731       2        $211,500

 211           1045 S. Alma Street        1045 S. Alma Street                Los         CA      90731       2        $207,000
                                                                         Angeles(San
                                                                           Pedro)

 212           9526-9530 1/2 Park Street  9526-9530 1/2 Park Street      Bellflower      CA      90706       2        $201,500

 213           251-255 A Street           251-255 A Street                 Hayward       CA      94541       2        $240,000

 214           3984-86 Pennsylvania       3984-86 Pennsylvania           Washington      DC      20020       2        $195,000
               Avenue, S.E.               Avenue, S.E.

 215           27-39 West Montauk Highway 27-39 West Montauk Highway     Lindenhurst     NY      11721       2        $200,000

 216           430 South Stanislaus       430 South Stanislaus Street     Stockton       CA      95203       2        $188,000
               Street

 217           Brighton Center            6655-6675 Brighton Boulevard  Commerce City    CO      80022       2        $186,000

 218           5527 Barton Avenue         5527 Barton Avenue             Los Angeles     CA      90038       2        $182,250

 219           11400 Dodson Street        11400 Dodson Street             El Monte       CA      91732       2        $180,000

<CAPTION>


      CUT-OFF DATE   MATURITY     PHASE 1
  #     BALANCE        DATE         DATE
 ---  -------------- ----------   ----------
<S>   <C>         <C>             <C>
 187  $291,314    07/01/2008      N/A

 188  $291,123    01/01/2009      N/A

 189  $278,097    07/01/2009      N/A

 190  $277,989    12/01/2009      N/A

 191  $273,154    08/01/2009      N/A

 192  $272,917    08/01/2009      N/A

 193  $269,870    06/01/2008      N/A

 194  $264,019    01/01/2010      N/A

 195  $259,195    08/01/2009      N/A

 196  $256,873    01/01/2009      N/A

 197  $254,551    07/01/2009      N/A

 198  $254,016    02/01/2010      N/A

 199  $249,409    05/01/2009      N/A

 200  $244,326    12/01/2008      N/A

 201  $234,620    01/01/2015      N/A

 202  $232,947    10/01/2008      N/A

 203  $229,927    12/01/2009      N/A

 204  $228,633    02/01/2009      N/A

 205  $223,575    05/01/2009      N/A

 206  $216,467    10/01/2009      N/A

 207  $214,501    11/01/2008      N/A

 208  $213,294    07/01/2009      N/A

 209  $212,070    11/01/2009      N/A

 210  $206,860    01/01/2009      N/A

 211  $202,459    01/01/2009      N/A

 212  $197,164    01/01/2009      N/A

 213  $193,296    02/01/2009      N/A

 214  $190,285    09/01/2008      N/A

 215  $187,238    12/01/2014      N/A

 216  $183,810    12/01/2008      N/A

 217  $179,780    01/01/2009      N/A

 218  $178,869    06/01/2009      N/A

 219  $176,771    04/01/2009      N/A

</TABLE>

                                      B-4-4

<PAGE>

<TABLE>
<CAPTION>

                                                       CSFB 2001 CK-6
                                               ENVIRONMENTAL POLICY SCHEDULE

                                                                                                                      ORIGINAL
  #   CROSSED        PROPERTY NAME                  ADDRESS                 CITY        STATE    CODE    SUB-POOL     BALANCE
 ---  -------  ------------------------   -------------------------    -------------   -------  ------  ----------  -----------
<S>            <C>                        <C>                        <C>              <C>       <C>       <C>       <C>
 220           725-729 Warren Street      725-729 Warren Street            Hudson        NY      12534       2        $171,000

 221           3200 Traders Way           3200 Traders Way               Winnemucca      NV      89445       2        $169,000

 222           2892 W. 11th Street        2892 W. 11th Street            Los Angeles     CA      90006       2        $168,750

 223           5 Grove Street             5 Grove Street                  Hopkinton      MA      01748       2        $168,000

 224           1752 Rumrill Boulevard     1752 Rumrill Boulevard          San Pablo      CA      94806       2        $168,000

 225           1034 East Laurel Drive     1034 East Laurel Drive           Salinas       CA      93905       2        $162,500

 226           1615 East Appleton Street  1615 East Appleton Street      Long Beach      CA      90802       2        $158,270

 227           727 Olive Avenue           727 Olive Avenue               Long Beach      CA      90813       2        $150,000

 228           Genoa Restaurant           2832 SE Belmont Street          Portland       OR      97214       2        $150,000

 229           6124 Pembroke Road         6124 Pembroke Road               Miramar       FL      33023       2        $140,000

 230           3620 West 159th St./15901  3620 West 159th St./15901       Cleveland      OH      44111       2        $132,200
               West Park                  West Park

 231           3140 Pleasant Avenue South 3140 Pleasant Avenue South     Minneapolis     MN      55408       2        $117,000

 232           6600 Lincoln Place         6600 Lincoln Place            West New York    NJ      07093       2        $114,000

 233           837-901 E. Turney Avenue   837-901 E. Turney Avenue         Phoenix       AZ      85014       2        $112,500

 234           457 W. 47th Street         457 W. 47th Street             Los Angeles     CA      90037       2        $105,000

 235           4467 Lee Rd                4467 Lee Rd                     Cleveland      OH      44128       2        $105,000

 236           540 NE 149 St              541 NE 149 ST                   N. Miami       FL      33160       2        $110,000

 237           201-207 Lawrence Street    201-207 Lawrence Street         Lawrence       MA      01841       2        $104,000

 238           6806 S. St. Lawrence       6806 S. St. Lawrence             Chicago       IL      60637       2        $100,000

 239           1545 NE 123rd Street       1545 NE 123rd Street           North Miami     FL      33161       2        $94,500

 240           1100 E. 7th Street         1100 E. 7th Street             Long Beach      CA      90813       2        $86,000

<CAPTION>


    CUT-OFF DATE  MATURITY     PHASE 1
  #   BALANCE       DATE         DATE
 --- ----------- ----------   ----------
<S>  <C>         <C>            <C>
 220 $167,812    01/01/2010      N/A

 221 $165,654    01/01/2010      N/A

 222 $165,417    02/01/2009      N/A

 223 $163,632    10/01/2009      N/A

 224 $163,524    11/01/2008      N/A

 225 $158,993    02/01/2009      N/A

 226 $154,753    12/01/2008      N/A

 227 $146,412    12/01/2008      N/A

 228 $144,747    12/01/2008      N/A

 229 $136,517    09/01/2008      N/A

 230 $129,616    01/01/2009      N/A

 231 $114,305    11/01/2009      N/A

 232 $111,726    02/01/2009      N/A

 233 $109,568    10/01/2008      N/A

 234 $103,026    01/01/2009      N/A

 235 $102,813    02/01/2009      N/A

 236 $102,763    12/01/2014      N/A

 237 $101,978    01/01/2009      N/A

 238 $97,300     09/01/2003      N/A

 239 $92,365     09/01/2008      N/A

 240 $84,237     01/01/2009      N/A
</TABLE>

                            B-4-5

<PAGE>



                                                   EXHIBIT C

                                  LETTERS OF REPRESENTATIONS AMONG DEPOSITOR,
                                        TRUSTEE AND INITIAL DEPOSITARY

                                                [See Attached]























                                                      C-1



<PAGE>

                                   [DTC logo]

          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]


                                                                December  , 2001
                                                               -----------------
                                                                      [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 2001-CK6 Class F, G, H, J, K, L, A-CP and AA
           -----------------------------------------------------
                   [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 trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated December , 2001 (the "Document").
                                          Credit Suisse First Boston Corporation
                                          --------------------------------------
                                              ["Underwriter/Placement Agent"]


<PAGE>


is 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:

     l. Prior to closing on the Securities on December , 2001 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.


                                       -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) 2274164 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:

                                       -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 period. Such notice shall
state whether any partial redemption of the Securities is scheduled to occur
during the applicable optional tender


                                       -4-


<PAGE>



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 interest accrual period is record date to
record date.]

     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.

----------

* (or such other arrangement as may be agreed upon by DTC and the Agent.)


                                       -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) 8554777. 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.


                                       -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
selfregulatory 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


                                       -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:


      Rep. for Rule 144A Securities
      --------------------------------------------------------------------------


      Rep. for Securities Eligible for Transfer pursuant to Regulation S
      --------------------------------------------------------------------------



                                       -8-


<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/
                                ------------------------------------------------
                                       [Authorized Officer's Signature]


                                       Wells Fargo Bank Minnesota, N.A.
                                ------------------------------------------------
                                                    [Agent]


                            By: /s/
                                ------------------------------------------------
                                      [Authorized Officer's Signature]


Received and Accepted:

THE DEPOSITORY TRUST COMPANY


By: /s/
    -----------------------------


Funds should be wired to:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depositary Trust Company


[Select Appropriate Account.]

Dividend Deposit Account # 066-026776
Redemption Deposit Account # 066-027306
Reorganization Deposit Account # 066-027608


cc:  Underwriter/Placement Agent
     Underwriter's/Placement Agent's Counsel


                                       -9-


<PAGE>



                                   SCHEDULE A

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001-CK6

================================================================================
               |    CUSIP       |    PRINCIPAL    |     MATURITY     |  INTEREST
CLASS          |    NUMBER      |     AMOUNT      |      DATE(1)     |   RATE(2)
---------------|----------------|-----------------|------------------|----------
Class F        |  22540V MP 4   |   $12,205,000   |   November 2011  |   7.0500%
---------------|----------------|-----------------|------------------|----------
Class F        |  U12679 FX 6   |       $0        |   November 2011  |   7.0500%
---------------|----------------|-----------------|------------------|----------
Class G        |  22540V MR 0   |   $14,647,000   |   November 2011  |   7.1480%
---------------|----------------|-----------------|------------------|----------
Class G        |  U12679 FY 4   |       $0        |   November 2011  |   7.1480%
---------------|----------------|-----------------|------------------|----------
Class H        |  22540V MT 6   |   $14,645,000   |   November 2011  |   7.4843%
---------------|----------------|-----------------|------------------|----------
Class H        |  U12679 FZ 1   |       $0        |   November 2011  |   7.4843%
---------------|----------------|-----------------|------------------|----------
Class J        |  22540V MV 1   |   $16,025,000   |   November 2011  |   6.0800%
---------------|----------------|-----------------|------------------|----------
Class J        |  U12679 GA 5   |       $0        |   November 2011  |   6.0800%
---------------|----------------|-----------------|------------------|----------
Class K        |  22540V MW 9   |   $18,583,000   |   November 2011  |   6.0800%
---------------|----------------|-----------------|------------------|----------
Class K        | U12679 G13 3   |       $0        |   November 2011  |   6.0800%
---------------|----------------|-----------------|------------------|----------
Class L        |  22540V MX 7   |   $6,969,000    |   November 2011  |   6.0800%
---------------|----------------|-----------------|------------------|----------
Class L        |  U12679 GC 1   |       $0        |   November 2011  |   6.0800%
---------------|----------------|-----------------|------------------|----------
Class A-CP-1   |  22540V NF 5   |  $400,000,000   |   December 2008  |   0.9332%
---------------|----------------|-----------------|------------------|----------
Class A-CP-2   |  22540V NF 5   |  $172,054,000   |   December 2008  |   0.9332%
---------------|----------------|-----------------|------------------|----------
Class A-CP     |  U12679 GD 9   |       $0        |   December 2008  |   0.9332%
---------------|----------------|-----------------|------------------|----------
Class A-X-1    |  22540V NG 3   |  $400,000,000   |  September 2018  |   0.6450%
---------------|----------------|-----------------|------------------|----------
Class A-X-2    |  22540V NG 3   |  $400,000,000   |  September 2018  |   0.6450%
---------------|----------------|-----------------|------------------|----------
Class A-X-3    |  22540V NG 3   |  $176,430,064   |  September 2018  |   0.6450%
---------------|----------------|-----------------|------------------|----------
Class A-X      |  U12679 GE 7   |       $0        |  September 2018  |   0.6450%
================================================================================

(1)  If the state date is not a business day, the maturity date is the business
     day immediately following the stated date.

(2)  Approximate. The interest rates shown are the approximate rates applicable
     for distributions in January, 2002. The interest rates are variable or
     otherwise subject to change.


<PAGE>



                                   SCHEDULE B

                        SAMPLE OFFERING DOCUMENT LANGUAGE

                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
 (Prepared by DTC--bracketed material may be applicable only to certain issues)


     l. 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.


                                      -11-


<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.


                                      -12-


<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.


                                      -13-


<PAGE>



                                   [DTC logo]

                   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.]

[an issue of nonconvertible debt securities or nonconvertible preferred stock
which is rated in one of the top four categories by a nationally recognized
statistical rating organization ("Investment Grade Securities").] Class F, G, H,
A-CP and A-X

[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").] Class J, K and L

     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.

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

(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(lc), 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."


<PAGE>


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.


                                       -2-


<PAGE>



                                   [DTC logo]

  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


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

*    the date that is 40 days after the later of (a) the commencement of the
     offering of the Certificates and (b) December __, 2001

(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.


<PAGE>

                                   [DTC logo]


          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]

                                                                December  , 2001
                                                               -----------------
                                                                      [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 2001-CK6
         Class A-1, A-2, A-3, B, C, D and E
         ---------------------------------------------------------------
                      [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 trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated December __, 2001 (the "Document").        *
                                                 -------------------------------
                                                 ["Underwriter/Placement Agent"]

----------

*  Credit Suisse First Boston Corporation, McDonald Investments Inc.
   and Salomon Smith Barney Inc. is distributing the Securities through
   The Depository Trust Company ("DTC").



<PAGE>





     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:

     l. Prior to closing on the Securities on December , 2001 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.


                                       -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) 2274164 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:

                                       -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 period. Such notice shall
state whether any partial redemption of the Securities is scheduled to occur
during the applicable optional tender


                                       -4-


<PAGE>


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 interest accrual period is record date to
record date.]

     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.

----------

* (or such other arrangement as may be agreed upon by DTC and the Agent.)


                                       -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) 8554777. 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.


                                       -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
selfregulatory 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


                                       -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:


_______________________________________________________________________________


_______________________________________________________________________________


                                      -8-


<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/
                                ------------------------------------------------
                                       [Authorized Officer's Signature]


                                       Wells Fargo Bank Minnesota, N.A.
                                ------------------------------------------------
                                                    [Agent]


                            By: /s/
                                ------------------------------------------------
                                      [Authorized Officer's Signature]


Received and Accepted:

THE DEPOSITORY TRUST COMPANY


By: /s/
    -----------------------------


Funds should be wired to:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depositary Trust Company


[Select Appropriate Account.]

Dividend Deposit Account # 066-026776
Redemption Deposit Account # 066-027306
Reorganization Deposit Account # 066-027608


cc:  Underwriter/Placement Agent
     Underwriter's/Placement Agent's Counsel


                                       -9-


<PAGE>



                                                                      SCHEDULE A


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2001-CK6

================================================================================
             |      CUSIP      |    PRINCIPAL    |     MATURITY     |  INTEREST
 CLASS       |     NUMBER      |     AMOUNT      |      DATE(1)     |   RATE(2)
-------------|-----------------|-----------------|------------------|-----------
Class A-1    |   22540V LR 1   |   $48,782,000   |     July 2006    |   4.3930%
-------------|-----------------|-----------------|------------------|-----------
Class A-2    |   22540V LS 9   |  $129,030,000   |  September 2010  |   6.1030%
-------------|-----------------|-----------------|------------------|-----------
Class A-3-1  |   22540V NJ 7   |  $400,000,000   |   October 2011   |   6.3870%
-------------|-----------------|-----------------|------------------|-----------
Class A-3-2  |   22540V NJ 7   |  $178,921,000   |   October 2011   |   6.3870%
-------------|-----------------|-----------------|------------------|-----------
Class B      |   22540V LT 7   |   $39,057,000   |   October 2011   |   6.5820%
-------------|-----------------|-----------------|------------------|-----------
Class C      |   22540V LU 4   |   $14,646,000   |   November 2011  |   6.7040%
-------------|-----------------|-----------------|------------------|-----------
Class D      |   22540V LV 2   |   $26,852,000   |   November 2011  |   6.8240%
-------------|-----------------|-----------------|------------------|-----------
Class E      |   22540V LW 0   |   $14,647,000   |   November 2011  |   6.9420%
--------------------------------------------------------------------------------

(1)  If the stated date is not a business day, the maturity date is the business
     day immediately following the stated date.

(2)  Approximate. The interest rates shown are the approximate rates applicable
     for distributions in January, 2002. The interest rates are variable or
     otherwise subject to change.


                                      -10-

<PAGE>



                                                                      SCHEDULE B


                        SAMPLE OFFERING DOCUMENT LANGUAGE
                      DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
 (Prepared by DTC--bracketed material may be applicable only to certain issues)


     l. 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.

                                      -11-


<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.


                                      -12-


<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.


                                      -13-


<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 2001-CK6
           ----------------------------------------------------------------

     In connection with the administration of the Mortgage Files held by or on
behalf of you as trustee under a certain Pooling and Servicing Agreement, dated
as of December 11_, 2001 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp. as depositor, the undersigned as
master servicer (in such capacity, the "Master Servicer") and special servicer
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 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.   Mortgage Loan paid in full. The undersigned hereby certifies that
               all amounts received in connection with the Mortgage Loan that
               are required to be credited to the Collection 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 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.



                                         MIDLAND LOAN SERVICES, INC.
                                         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 2001-CK6
           ----------------------------------------------------------------

     In connection with the administration of the Mortgage Files held by or on
behalf of you as trustee under a certain Pooling and Servicing Agreement, dated
as of December 11, 2001 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp. as depositor, Midland Loan
Services, Inc. as special servicer (in such capacity, the "Special Servicer")
and master servicer, 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 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 Mortgage Loan is being foreclosed.

 _____   2. Other.  (Describe) _________________________________________________
            ____________________________________________________________________


                                     E-1-1

<PAGE>


     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 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.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.



                              MIDLAND LOAN SERVICES, INC. as Special Servicer


                              By:  _____________________________________________
                                   Name:
                                   Title:


                                     E-1-2

<PAGE>










                                   EXHIBIT E-1

                             FORM OF TRUSTEE REPORT








<PAGE>
<TABLE>
<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>


For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001


                            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
Ratings Detail                                                      6
Current Mortgage Loan and Property Stratification Tables          7 - 9
Mortgage Loan Detail                                                10
Principal Prepayment Detail                                         11
Historical Detail                                                   12
Delinquency Loan Detail                                             13
Specially Serviced Loan Detail                                   14 - 15
Modified Loan Detail                                                16
Liquidated Loan Detail                                              17


     Depositor
Credit Suisse First Boston Mortgage
Securities Corp.
11 Madison Avenue, 5th Floor
New York, NY  10010
Contact: General Information Number
Phone Number: (212) 325-2000

     Master Servicer
Midland Loan Services, Inc.
210 West 10th Street
Kansas City, MO  64105
Contact: Brad Hauger
Phone Number: (816) 292-8629

     Special Servicer
Midland Loan Services, Inc.
210 West 10th Street
Kansas City, MO  64105
Contact: Brad Hauger
Phone Number: (816) 292-8629


This report has been compiled from information provided to Wells Fargo Bank MN,
N.A. by various third parties, which may include the Servicer, 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. expressly disclaims any
responsibility for the accuracy or completeness of information furnished by
third parties.


Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                    Page 1 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>


For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

<TABLE>
<CAPTION>
                                        CERTIFICATE DISTRIBUTION DETAIL

Class\      CUSIP          Pass-Through                   Original            Beginning         Principal
Component                      Rate                        Balance             Balance         Distribution
-----------------------------------------------------------------------------------------------------------
<S>                         <C>                             <C>                  <C>               <C>
A-1                         0.000000%                       0.00                 0.00              0.00
A-2                         0.000000%                       0.00                 0.00              0.00
A-3                         0.000000%                       0.00                 0.00              0.00
B                           0.000000%                       0.00                 0.00              0.00
C                           0.000000%                       0.00                 0.00              0.00
D                           0.000000%                       0.00                 0.00              0.00
E                           0.000000%                       0.00                 0.00              0.00
F                           0.000000%                       0.00                 0.00              0.00
G                           0.000000%                       0.00                 0.00              0.00
H                           0.000000%                       0.00                 0.00              0.00
J                           0.000000%                       0.00                 0.00              0.00
K                           0.000000%                       0.00                 0.00              0.00
L                           0.000000%                       0.00                 0.00              0.00
M                           0.000000%                       0.00                 0.00              0.00
N                           0.000000%                       0.00                 0.00              0.00
O                           0.000000%                       0.00                 0.00              0.00
P                           0.000000%                       0.00                 0.00              0.00
Q                           0.000000%                       0.00                 0.00              0.00
NW-SUB                      0.000000%                       0.00                 0.00              0.00
GT2                         0.000000%                       0.00                 0.00              0.00
-------------------------------------------------------------------------------------------------------
Totals                                                      0.00                 0.00              0.00


<CAPTION>

Class       Interest       Prepayment  Realized Loss/        Total             Ending            Current
          Distribution      Premium   Additional Trust    Distribution         Balance        Subordination
                                        Fund Expenses                                            Level (1)
-----------------------------------------------------------------------------------------------------------
<S>           <C>            <C>            <C>             <C>                  <C>              <C>
A-1           0.00           0.00           0.00            0.00                 0.00             0.00
A-2           0.00           0.00           0.00            0.00                 0.00             0.00
A-3           0.00           0.00           0.00            0.00                 0.00             0.00
B             0.00           0.00           0.00            0.00                 0.00             0.00
C             0.00           0.00           0.00            0.00                 0.00             0.00
D             0.00           0.00           0.00            0.00                 0.00             0.00
E             0.00           0.00           0.00            0.00                 0.00             0.00
F             0.00           0.00           0.00            0.00                 0.00             0.00
G             0.00           0.00           0.00            0.00                 0.00             0.00
H             0.00           0.00           0.00            0.00                 0.00             0.00
J             0.00           0.00           0.00            0.00                 0.00             0.00
K             0.00           0.00           0.00            0.00                 0.00             0.00
L             0.00           0.00           0.00            0.00                 0.00             0.00
M             0.00           0.00           0.00            0.00                 0.00             0.00
N             0.00           0.00           0.00            0.00                 0.00             0.00
O             0.00           0.00           0.00            0.00                 0.00             0.00
P             0.00           0.00           0.00            0.00                 0.00             0.00
Q             0.00           0.00           0.00            0.00                 0.00             0.00
NW-SUB        0.00           0.00           0.00            0.00                 0.00             0.00
GT2           0.00           0.00           0.00            0.00                 0.00             0.00
------------------------------------------------------------------------------------------------------
Totals        0.00           0.00           0.00            0.00                 0.00             0.00

</TABLE>

<TABLE>
<CAPTION>

                                            Original             Beginning
                     Pass-Through           Notional              Notional
Class     CUSIP         Rate                 Amount                Amount
---------------------------------------------------------------------------
<S>       <C>          <C>                    <C>                   <C>

A-CP                   0.000000               0.00                  0.00
A-X                    0.000000               0.00                  0.00


<CAPTION>
                                                              Ending
                 Interest     Prepayment     Total           Notional
Class          Distribution    Premium    Distribution        Amount
---------------------------------------------------------------------
<S>                <C>        <C>            <C>               <C>

A-CP               0.00        0.00          0.00              0.00
A-X                0.00        0.00          0.00              0.00
<FN>
(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending balance of the designated
class and (ii) the ending certificate balance of all classes which are not
subordinate to the designated class and dividing the result by (A).
</FN>
</TABLE>

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                    Page 2 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

<TABLE>
<CAPTION>

                                                     CERTIFICATE FACTOR DETAIL

 Class/                                Beginning       Principal      Interest       Prepayment    Realized Loss/         Ending
Component          CUSIP                Balance      Distribution   Distribution      Premium     Additional Trust        Balance
---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <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
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
Q                                     0.00000000       0.00000000     0.00000000     0.00000000         0.00000000     0.00000000
NW-SUB                                0.00000000       0.00000000     0.00000000     0.00000000         0.00000000     0.00000000
GT2                                   0.00000000       0.00000000     0.00000000     0.00000000         0.00000000     0.00000000
</TABLE>
<TABLE>
<CAPTION>
                               Beginning                                                        Ending
                                Notional             Interest             Prepayment           Notional
Class       CUSIP                Amount            Distribution             Premium             Amount
-------------------------------------------------------------------------------------------------------
<S>         <C>                <C>                  <C>                   <C>                 <C>

A-CP                           0.00000000            0.00000000           0.00000000         0.00000000
A-X                            0.00000000            0.00000000           0.00000000         0.00000000
</TABLE>


Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                    Page 3 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001


                         RECONCILIATION DETAIL

ADVANCE SUMMARY
P & I Advances Outstanding                                                  0.00
Servicing Advances Outstanding                                              0.00

Reimbursement for Interest on P&I                                           0.00
Advances paid from general collections

Reimbursement for Interest on Servicing                                     0.00
Advances paid from general collections


MASTER SERVICING FEE SUMMARY
Current Period Accrued Master Servicing Fees                                0.00
Less Master Servicing Fees on Delinquent Payments                           0.00
Less Reductions to Master Servicing Fees                                    0.00
Plus Master Servicing Fees on Delinquent Payments Received                  0.00
Plus Adjustments for Prior Master Servicing Calculation                     0.00
Total Master Servicing Fees Collected                                       0.00

<TABLE>
<CAPTION>
                                                CERTIFICATE INTEREST RECONCILIATION

                                                                       Distributable   Additional                   Remaining Unpaid
                  Accrued         Net Aggregate     Distributable      Certificate      Trust                         Distributable
                Certificate         Prepayment       Certificate         Interest        Fund        Interest          Certificate
 Class            Interest       Interest Shortfall   Interest          Adjustment     Expenses    Distribution         Interest
-----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                 <C>             <C>               <C>            <C>            <C>               <C>
A-1                 0.00                0.00            0.00              0.00           0.00           0.00              0.00
A-2                 0.00                0.00            0.00              0.00           0.00           0.00              0.00
A-3                 0.00                0.00            0.00              0.00           0.00           0.00              0.00
B                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
C                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
D                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
E                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
F                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
G                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
H                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
J                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
K                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
L                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
M                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
N                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
O                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
P                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
Q                   0.00                0.00            0.00              0.00           0.00           0.00              0.00
NW-SUB              0.00                0.00            0.00              0.00           0.00           0.00              0.00
GT2                 0.00                0.00            0.00              0.00           0.00           0.00              0.00
A-CP                0.00                0.00            0.00              0.00           0.00           0.00              0.00
A-X                 0.00                0.00            0.00              0.00           0.00           0.00              0.00
-------------------------------------------------------------------------------------------------------------------------------
Totals              0.00                0.00            0.00              0.00           0.00           0.00              0.00

</TABLE>
Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                    Page 4 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001


                      OTHER REQUIRED INFORMATION

Available Distribution Amount                                               0.00

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 Special Servicing Fee                                   0.00
Aggregate Amount of Trustee Fee                                             0.00
Aggregate Stand-by Fee                                                      0.00
Aggregate Trust Fund Expenses                                               0.00

Specially Serviced Loans not Delinquent
Number of Outstanding Loans                                                    0
Aggregate Unpaid Principal Balance                                          0.00


Appraisal Reduction Amount

                              Appraisal     Cumulative          Most Recent
Loan                          Reduction        ASER              App. Red.
Number                        Effected        Amount               Date
---------------------------------------------------------------------------






----------------------------------------------------------------------------
Total

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                    Page 5 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001


                           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
   B
   C
   D
   E
   F
   G
   H
   J
   K
   L
   M
   O
   P
   Q
 NW-SUB
  GT2
  A-CP
  A-X

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.


Fitch, Inc.
One State Street Plaza
New York, New York 10004
(212) 908-0500

Moody's Investors Service
99 Church Street
New York, New York 10007
(212) 553-0300

Standard & Poor's Rating Services
55 Water Street
New York, New York 10041
(212) 438-2430

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                    Page 6 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001


<TABLE>
<CAPTION>

                                    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)
-------------------------------------------------------------------------------------------------------------------------------
           <S>                              <C>               <C>             <C>        <C>             <C>        <C>


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

             Totals

<CAPTION>
                                                   STATE(3)

                                                           % of
                        # of              Scheduled         Agg.      WAM                        Weighted
        State           Props              Balance          Bal.      (2)            WAC         Avg DSCR(1)
------------------------------------------------------------------------------------------------------------
        <S>             <C>                <C>              <C>       <C>            <C>         <C>


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

       Totals

</TABLE>

See footnotes on last page of this section.

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                    Page 7 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001


<TABLE>
<CAPTION>

                             CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                                           DEBT SERVICE COVERAGE RATIO

       Debt Service             # of            Scheduled         % of                                Weighted
      Coverage Ratio            Loans            Balance           Agg.     WAM             WAC      Avg DSCR(1)
                                                                   Bal.     (2)
----------------------------------------------------------------------------------------------------------------
      <S>                      <C>               <C>               <C>      <C>             <C>      <C>


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

           Totals

<CAPTION>

                                                PROPERTY TYPE (3)

            Property            # of           Scheduled          % of                                  Weighted
              Type             Props            Balance            Agg.       WAM            WAC       Avg DSCR(1)
                                                                   Bal.       (2)
------------------------------------------------------------------------------------------------------------------
            <S>                <C>             <C>                <C>         <C>            <C>       <C>


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

           Totals

<CAPTION>

                                                    NOTE RATE

             Note               # of            Scheduled         % of                                 Weighted
             Rate               Loans            Balance           Agg.       WAM           WAC       Avg DSCR(1)
                                                                   Bal.       (2)
-----------------------------------------------------------------------------------------------------------------
             <S>                <C>             <C>               <C>         <C>           <C>       <C>


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

           Totals

<CAPTION>

                                                    SEASONING

                                # of            Scheduled           % of                              Weighted
            Seasoning          Loans             Balance            Agg.      WAM          WAC        Avg DSCR(1)
                                                                    Bal.      (2)
-----------------------------------------------------------------------------------------------------------------
            <S>                <C>              <C>                 <C>       <C>          <C>        <C>


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

           Totals

</TABLE>

See footnotes on last page of this section.

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                    Page 8 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001


<TABLE>
<CAPTION>

                             CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                                ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)

       Anticipated            # of              Scheduled         % of                                 Weighted
     Remaining Term(2)        Loans              Balance           Agg.      WAM             WAC      Avg DSCR(1)
                                                                   Bal.      (2)
-----------------------------------------------------------------------------------------------------------------
     <S>                     <C>                <C>               <C>        <C>             <C>      <C>


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

           Totals


<CAPTION>
                                  REMAINING STATED TERM (FULLY AMORTIZING LOANS)

         Remaining               # of            Scheduled        % of                                Weighted
        Stated Term              Loans            Balance          Agg.     WAM            WAC       Avg DSCR(1)
                                                                   Bal.     (2)
-----------------------------------------------------------------------------------------------------------------
        <S>                      <C>             <C>              <C>       <C>            <C>      <C>


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

           Totals


<CAPTION>
                                REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)

        Remaining                # of            Scheduled        % of                                Weighted
    Amortization Term            Loans            Balance          Agg.     WAM            WAC       Avg DSCR(1)
                                                                   Bal.     (2)
-----------------------------------------------------------------------------------------------------------------
    <S>                          <C>             <C>              <C>       <C>            <C>       <C>


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

           Totals


<CAPTION>
                                              AGE OF MOST RECENT NOI

       Age of Most            # of              Scheduled         % of                                 Weighted
       Recent NOI             Loans              Balance           Agg.     WAM            WAC        Avg DSCR(1)
                                                                   Bal.     (2)
-----------------------------------------------------------------------------------------------------------------
       <S>                    <C>               <C>               <C>       <C>            <C>        <C>


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

           Totals
</TABLE>

(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 recent
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 each
property of the related mortgage loan as disclosed in the offering document.

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                    Page 9 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

<TABLE>
<CAPTION>
                                                   MORTGAGE LOAN DETAIL

       Loan                Property                                          Interest          Principal          Gross
      Number      ODCR      Type(1)    City                  State           Payment            Payment           Coupon
-------------------------------------------------------------------------------------------------------------------------
      <S>         <C>      <C>         <C>                   <C>             <C>               <C>                <C>


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

Totals


<CAPTION>

       Loan      Anticipated                      Neg.           Beginning             Ending                  Paid
      Number      Repayment       Maturity       Amort           Scheduled           Scheduled                 Thru
                    Date            Date         (Y/N)            Balance              Balance                 Date
--------------------------------------------------------------------------------------------------------------------
      <S>        <C>              <C>            <C>             <C>                 <C>                       <C>


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

Totals


<CAPTION>

      Loan               Appraisal               Appraisal            Res              Mod
     Number              Reduction               Reduction           Strat.            Code
                           Date                   Amount              (2)              (3)
-------------------------------------------------------------------------------------------
     <S>                 <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 Server
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- Amortization Change
3- Principal Write-Off
4- Combination

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                   Page 10 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

<TABLE>
<CAPTION>
                                                    PRINCIPAL PREPAYMENT DETAIL

                                          Principal Prepayment Amount                           Prepayment Penalties
                 Offering Document    --------------------------------------       -------------------------------------------------
Loan Number       Cross-Reference     Payoff Amount       Curtailment Amount       Percentage Premium       Yield Maintenance Charge
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                  <C>                 <C>                      <C>                      <C>


------------------------------------------------------------------------------------------------------------------------------------
   Totals
</TABLE>
                                                                   Page 11 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

<TABLE>
<CAPTION>
                                                          HISTORICAL DETAIL

                                                           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
------------------------------------------------------
Distribution          Curtailments        Payoff
   Date               #    Balance      #    Balance
------------------------------------------------------
<S>                  <C>     <C>        <C>     <C>

<CAPTION>

                 Rate and Maturities
---------------------------------------------------
Distribution      Next Weighted Avg.            WAM
   Date           Coupon        Remit
---------------------------------------------------
<S>              <C>           <C>             <C>

Note: Foreclosure and REO Totals are excluded from the delinquencies:

</TABLE>

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                   Page 12 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

<TABLE>
<CAPTION>

                                          DELINQUENCY LOAN DETAIL

                 Offering          # of              Paid         Current           Outstanding   Status of
Loan Number      Document         Months            Through        P & I              P & I        Mortgage
             Cross-Reference      Delinq.            Date         Advances           Advances**     Loan(1)
------------------------------------------------------------------------------------------------------------
<S>          <C>                  <C>               <C>           <C>               <C>           <C>


----------------------------------------------------------------------------------------------------------
Totals


<CAPTION>
                     Resolution                                           Current          Outstanding     Bankruptcy     REO
Loan Number           Strategy            Servicing      Foreclosure     Servicing          Servicing         Date        Date
                       Code(2)          Transfer Date       Date          Advances          Advances
-------------------------------------------------------------------------------------------------------------------------------
<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 Master Servicer
   - Full Payoff
   - Reps and Warranties
11 - Other or TBD

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                   Page 13 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

<TABLE>
<CAPTION>
                                              SPECIALLY SERVICED LOAN DETAIL - PART 1

                            Offering          Servicing  Resolution
Distribution    Loan        Document          Transfer    Strategy       Scheduled     Property                 Interest    Actual
  Date         Number    Cross-Reference        Date       Code(1)        Balance       Type(2)        State      Rate      Balance
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>                  <C>         <C>            <C>           <C>             <C>      <C>         <C>


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


<CAPTION>

                  Net                                                  Remaining
Distribution   Operating      NOI                 Note    Maturity   Amortization
  Date           Income       Date      DSCR      Date     Date          Term
---------------------------------------------------------------------------------
<S>            <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

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                   Page 14 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

<TABLE>
<CAPTION>
                                              SPECIALLY SERVICED LOAN DETAIL - PART 2
                                                                                                          Other
                          Offering         Resolution     Site                                             REO
Distribution    Loan      Document          Strategy    Inspection                 Appraisal  Appraisal  Property
  Date         Number  Cross-Reference       Code(1)      Date       Phase 1 Date     Date      Value    Revenue   Comment
--------------------------------------------------------------------------------------------------------------------------
<S>            <C>     <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

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                   Page 15 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

                              MODIFIED LOAN DETAIL
               Offering
 Loan          Document      Pre-Modification   Modification     Modification
Number      Cross-Reference     Balance            Date           Description
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
  Totals

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                   Page 16 of 17
<PAGE>
<TABLE>

<S>                                  <C>

Wells Fargo Bank Minnesota, N.A.
Corporate Trust Services             Credit Suisse First Boston Mortgage Securities Corp.
11000 Broken Land Parkway            Commercial Mortgage Pass-Through Certificates
Columbia, MD 21044                   Series 2001-CK6
</TABLE>

For Additional Information, please contact
CTSLink Customer Service
(301) 815-6600

Reports Available on the World Wide Web
@ www.ctslink.com/cmbs

Payment Date: 01/17/2002
Record Date:  12/31/2001

<TABLE>
<CAPTION>
                                                  LIQUIDATED LOAN DETAIL

         Final Recovery      Offering                                                        Gross Proceeds     Aggregate
 Loan    Determination       Document       Appraisal  Appraisal     Actual       Gross        as a % of       Liquidation
Number       Date         Cross-Reference      Date      Value       Balance     Proceeds    Actual Balance    Expenses *
-------------------------------------------------------------------------------------------------------------------------
<S>      <C>              <C>               <C>        <C>           <C>         <C>         <C>               <C>


--------------------------------------------------------------------------------------------------------------------------
Current Total
--------------------------------------------------------------------------------------------------------------------------
Cumulative Total


<CAPTION>

            Net           Net Proceeds                   Repurchased
 Loan    Liquidation       as a % of        Realized      by Seller
Number    Proceeds       Actual Balance       Loss          (Y/N)
---------------------------------------------------------------------
<S>      <C>             <C>                <C>          <C>


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

---------------------------------------------------------------------
</TABLE>

* Aggregate liquidation expenses also include outstanding P & I advances and
  unpaid fees (servicing, trustee, etc.)

Copyright 1997, Wells Fargo Bank Minnesota, N.A.

                                                                   Page 17 of 17

<PAGE>

                                   EXHIBIT E-2

                        FORM OF CMSA SERVICER WATCH LIST

                              WATCH LIST PROCEDURES

WATCH LIST CRITERIA

The Credit Analyst reviews the Credit Summary report and proposes loans for the
Watch List utilizing the following criteria:

o    Delinquent 15 days or more.

o    Maturing in 6 months or less.

o    Payment is returned NSF.

o    Property taxes are delinquent.

o    Major tenant is vacating with no replacement tenant. (Placed on Watch List
     Pending until Asset Manager has determined severity of exposure.)

o    Inspection indicated major deferred maintenance.

o    Major tenant or borrowing entity has filed for bankruptcy. (Placed on Watch
     List Pending until Asset Manager has determined severity of exposure.)

o    Environmental problems.

WATCH LIST COMMITTEE REVIEW

Midland's Watch List Committee evaluates all loans on the Watch List each month,
to determine whether the risk of default has changed for any particular loan.
The following indicators are used in reviewing the loans:

o    Asset Management Status

o    Current Payment Status (e.g., Current, +30 days, +60 days, etc.)

o    Months to Maturity

o    Environmental Issues

o    Legal Issues

o    Current DSCR below 1.15

o    Current DSCR compared to Underwritten DSCR

o    Current DSCR compared to Last Annual DSCR

o    Current Occupancy

o    Current Occupancy compared to Underwritten Occupancy

o    Current Occupancy compared to Average Historical Occupancy

o    Borrower Non-Compliance with Financial Statement Requirements

o    Physical Property Deficiency Noted in Property Inspection



                                     E-2-1
<PAGE>

                             POTENTIAL CREDIT ISSUES

The Credit Specialist reviews the Credit Summary report and indicates loans as
Potential Credit Issues with the following criteria:

o    DSCR below 1.10.

o    Inspection indicated deferred maintenance.

o    Occupancy below 60% (fluctuates depending on property type)


                                     E-2-2


<PAGE>


<TABLE>
<CAPTION>
                                              CURRENT      PAID                   %
   LOAN      PROPERTY                          SCHED       THRU     MATURITY   CURRENT     AS OF
  NUMBER       TYPE       CITY      STATE     BALANCE      DATE       DATE       DSC        DATE
----------------------------------------------------------------------------------------------------
<S>          <C>         <C>        <C>      <C>          <C>       <C>        <C>         <C>


 ....................................................................................................
TOTAL:                                             0.00

----------------------------------------------------------------------------------------------------
PORTFOLIO TOTAL                                    0.00
----------------------------------------------------------------------------------------------------

<CAPTION>
LOAN
  TO                APPRAISAL
VALUE    APPRAISAL     DATE      COMMENT/REASON ON WATCH LIST
----------------------------------------------------------------
<S>      <C>        <C>          <C>


 ................................................................
               0.00

----------------------------------------------------------------
               0.00
----------------------------------------------------------------
</TABLE>


                                     E-2-3
<PAGE>


                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF PRIVATELY OFFERED 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 2001-CK6, Class ____,
               [having an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of December 27, 2001 (the "Issue
               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 the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 11, 2001, among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor"), Midland Loan Services, Inc., as master
servicer and special servicer, and Wells Fargo Bank Minnesota, N.A., as trustee
(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

                                     F-A-1

<PAGE>


     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 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


                                     F-1A-2
<PAGE>



          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:

          (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.



                                     F-1A-3
<PAGE>




     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 payments thereon, (c) the nature,
performance and servicing of the 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-4
<PAGE>


                                  EXHIBIT F-1B

                        FORM II OF TRANSFEROR CERTIFICATE
                 FOR TRANSFERS OF PRIVATELY OFFERED CERTIFICATES
                              HELD IN PHYSICAL FORM
                     (INITIAL CLASSES: M, N, O, P, R AND V)

                                     [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
                    2001-CK6, Class ____, [having an initial aggregate
                    [Certificate Principal Balance] [Certificate Notional
                    Amount] as of December 27, 2001 (the "Issue 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 the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 11, 2001, among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor"), Midland Loan Services, Inc., as master
servicer and special servicer, and Wells Fargo Bank Minnesota, N.A., as trustee
(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



                                     F-1B-1
<PAGE>


     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 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 OF TRANSFEROR CERTIFICATE
           FOR 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)

              Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                    Commercial Mortgage Pass-Through Certificates, Series
                    2001-CK6, Class ____, having an initial aggregate
                    [Certificate Principal Balance] [Certificate Notional
                    Amount] as of December 27, 2001 (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 Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 11, 2001 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the "Depositor"),
Midland Loan Services, Inc., as master servicer and special servicer, and Wells
Fargo Bank Minnesota, N.A., as trustee (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



                                     F-1C-1
<PAGE>


     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 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-1C-2
<PAGE>


                                  EXHIBIT F-1D

                         FORM OF TRANSFEROR CERTIFICATE
         FOR 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 2001-CK6,
              Class ____, having an initial aggregate [Certificate
              Principal Balance] [Certificate Notional Amount] as
              of December 27, 2001 (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 Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 11, 2001 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the "Depositor"),
Midland Loan Services, Inc., as master servicer and special servicer, and Wells
Fargo Bank Minnesota, N.A., as trustee (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


                                     F-1D-1
<PAGE>



     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:

               (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;



                                    F-1D-2
<PAGE>



          (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 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 PRIVATELY OFFERED 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 2001-CK6, Class ____,
          [having an initial aggregate [Certificate Principal Balance]
          [Certificate Notional Amount] as of December 27, 2001 (the "Issue
          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 the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 11, 2001, among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, Midland Loan Services, Inc., as master servicer and special
servicer, and Wells Fargo Bank Minnesota, N.A., as 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. 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



                                     F-2A-1
<PAGE>


     resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
     pursuant to another exemption from registration under the Securities Act.

          2. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and payments thereon,
     (c) the nature, performance and servicing of the 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,


                                         _______________________________________
                                         (Transferor)


                                         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 (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").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended, 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.

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

(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. 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. 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.

          ___  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.

          ___  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



                                     F-2A-4
<PAGE>



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.

     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 Certificates
    Yes   No    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.

                                     F-2A-5

<PAGE>




     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:  ____________________________



                                     F-2A-6

<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 ("Rule 144A") under the Securities Act of 1933, as
     amended, 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).



                                    F-2A-7
<PAGE>



          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 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 Certificates
         Yes No   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.




                                     F-2A-8
<PAGE>

          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-9

<PAGE>


                                  EXHIBIT F-2B

                 FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
              PRIVATELY OFFERED 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 2001-CK6, Class ____,
               [having an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of December 27, 2001 (the "Issue
               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 the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 11, 2001, among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, Midland Loan Services, Inc., as master servicer and special
servicer, and Wells Fargo Bank Minnesota, N.A., as 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




                                     F-2B-1
<PAGE>


     qualified pursuant to any applicable state securities laws or (ii) sold or
     transferred in a 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 WITHOUT SUCH REGISTRATION OR
          QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
          SUCH REGISTRATION OR QUALIFICATION AND 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 (THE "CODE"), 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 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




                                     F-2B-2
<PAGE>


     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 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 payments thereon,
     (c) nature, performance and servicing of the 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,


                               _________________________________________________
                               (Transferee)


                               By:  ____________________________________________
                                    Name:  _____________________________________
                                    Title:  ____________________________________



                                     F-2B-3
<PAGE>

                             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-4
<PAGE>


                                  EXHIBIT F-2C

                 FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                   INTERESTS IN RULE 144A GLOBAL CERTIFICATES

                                     [Date]


[TRANSFEROR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2001-CK6, Class ____
               Certificates having an initial Certificate [Principal Balance]
               [Notional Amount] as of December 27, 2001 (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 Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 11, 2001 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the "Depositor"),
Midland Loan Services, Inc., as master servicer and special servicer, and Wells
Fargo Bank Minnesota, N.A., as trustee (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




                                     F-2C-1
<PAGE>


     Certificates nor any interest therein 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.

          3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate or any interest therein 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 (A)
          TO 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 (THE "CODE"), OR (B) TO 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 EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE
          WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.




                                     F-2C-2
<PAGE>


          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 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-3
<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 $________________2
     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.

----------------
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-4
<PAGE>





          ___  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. 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.

          ___  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





                                     F-2C-5
<PAGE>


     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.

          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.




                                     F-2C-6
<PAGE>


          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:  ____________________________




                                     F-2C-7
<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).


                                     F-2C-8
<PAGE>


          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 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 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 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.




                                     F-2C-9
<PAGE>



          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-10

<PAGE>

                                  EXHIBIT F-2D

                  FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS
                OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                     [Date]


[TRANSFEROR]

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2001-CK6, Class ____
               (the "Certificates"), having an initial [Certificate Principal
               Balance] [Certificate Notional Amount] as of December 27, 2001
               (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 Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 11, 2001 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the "Depositor"),
Midland Loan Services, Inc., as master servicer and special servicer, and Wells
Fargo Bank Minnesota, N.A., as trustee (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
     settlor if the trust is revocable) is a United States Securities Person,
     (v) any




                                     F-2D-1
<PAGE>



     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 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 interest therein 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.

          3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate or any interest therein 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



                                     F-2D-2
<PAGE>


          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A)
          TO ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR OTHER
          RETIREMENT 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) TO
          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.

     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 authorize
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 F-3A

                         FORM OF TRANSFEROR CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHT

                                     [Date]


Credit Suisse First Boston
  Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2001-CK6 (the
               "Certificates")
               ----------------------------------------------------------------

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Excess Servicing Fee Right established under the Pooling and Servicing
Agreement, dated as of December 11, 2001 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"), Midland Loan Services, Inc. as master servicer and
as special servicer, and Wells Fargo Bank Minnesota, N.A. as 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 Depositor, that:

          1. The Transferor is the lawful owner of the Excess Servicing Fee
     Right, with the full right to transfer the Excess Servicing Fee Right 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 the Excess
     Servicing Fee Right, any interest in the Excess Servicing Fee Right 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 the Excess
     Servicing Fee Right, any interest in the Excess Servicing Fee Right or any
     other similar security from any person in any manner, (c) otherwise
     approached or negotiated with respect to the Excess Servicing Fee Right,
     any interest in the Excess Servicing Fee Right or any other similar
     security with any person in any manner, (d) made any general solicitation
     with respect to the Excess Servicing Fee Right, any interest in the Excess
     Servicing Fee Right or any other similar security by means of general
     advertising or in any other manner, or (e) taken any other action, which
     (in the case of any of the acts described in clauses (a) through (e)
     hereof) would constitute a distribution of the Excess Servicing Fee Right
     under the Securities Act of 1933, as amended (the




                                     F-3A-1
<PAGE>


     "Securities Act"), or would render the disposition of the Excess Servicing
     Fee Right a violation of Section 5 of the Securities Act or any state
     securities laws, or would require registration or qualification of the
     Excess Servicing Fee Right pursuant to the Securities Act or any state
     securities laws.

                                  Very truly yours,


                                  ______________________________________________
                                  (Transferor)


                                  By:  _________________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________





                                     F-3A-2
<PAGE>


                                  EXHIBIT F-3B

                         FORM OF TRANSFEREE CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHT

                                     [Date]


Credit Suisse First Boston
  Mortgage Securities Corp.
11 Madison Avenue
New York, New York  10010

Midland Loan Services Inc.
210 West 10th Street, 6th Floor
Kansas City, Missouri  64102

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2001-CK6 (the
               "Certificates")
               -----------------------------------------------------------------

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of the Excess Servicing Fee Right established pursuant to the
Pooling and Servicing Agreement, dated as of December 11, 2001 (the "Pooling and
Servicing Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor"), Midland Loan Services, Inc. as master
servicer (in such capacity, the "Master Servicer") and as special servicer, and
Wells Fargo Bank Minnesota, N.A. as 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 Depositor and initial Master Servicer, respectively, that:

          1. The Transferee is acquiring the Excess Servicing Fee Right 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. The Transferee understands that (a) the Excess Servicing Fee Right
     has 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 Excess Servicing Fee Right, and (c) the Excess Servicing Fee
     Right may not 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



                                     F-3B-1
<PAGE>

     qualification and (A) the Depositor has received a certificate from the
     prospective transferor substantially in the form attached as Exhibit F-3A
     to the Pooling and Servicing Agreement, and (B) the Master Servicer and the
     Depositor have received a certificate from the prospective transferee
     substantially in the form attached as Exhibit F-3B to the Pooling and
     Servicing Agreement.

          3. The Transferee understands that it may not sell or otherwise
     transfer the Excess Servicing Fee Right or any interest therein except in
     compliance with the provisions of Section 3.11 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed.

          4. Neither the Transferee nor anyone acting on its behalf has (a)
     offered, pledged, sold, disposed of or otherwise transferred the Excess
     Servicing Fee Right, any interest in the Excess Servicing Fee Right or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a pledge, disposition or other transfer of the Excess
     Servicing Fee Right, any interest in the Excess Servicing Fee Right or any
     other similar security from any person in any manner, (c) otherwise
     approached or negotiated with respect to the Excess Servicing Fee Right,
     any interest in the Excess Servicing Fee Right or any other similar
     security with any person in any manner, (d) made any general solicitation
     with respect to the Excess Servicing Fee Right, any interest in the Excess
     Servicing Fee Right or any other similar security by means of general
     advertising or in any other manner, or (e) taken any other action with
     respect to the Excess Servicing Fee Right, any interest in the Excess
     Servicing Fee Right or any other similar security, which (in the case of
     any of the acts described in clauses (a) through (e) above) would
     constitute a distribution of the Excess Servicing Fee Right under the
     Securities Act, would render the disposition of the Excess Servicing Fee
     Right a violation of Section 5 of the Securities Act or any state
     securities law or would require registration or qualification of the Excess
     Servicing Fee Right pursuant thereto. The Transferee will not act, nor has
     it authorized or will it authorize any person to act, in any manner set
     forth in the foregoing sentence with respect to the Excess Servicing Fee
     Right, any interest in the Excess Servicing Fee Right or any other similar
     security.

          5. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Excess Servicing Fee Right and payments thereon,
     (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, (d) the nature, performance and servicing of the Mortgage Loans,
     and (e) all related matters, that it has requested.

          6. The Transferee is (a) a "qualified institutional buyer" within the
     meaning of Rule 144A under the Securities Act or (b) an "accredited
     investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule
     501(a) under the Securities Act or an entity in which all of the equity
     owners come within such paragraphs. The Transferee 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 Excess Servicing Fee Right;
     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 investment and can
     afford a complete loss of such investment.


                                     F-3B-2
<PAGE>

          7. The Transferee agrees (i) to keep all information relating to the
     Trust and the Trust Fund, and made available to it by the Master Servicer,
     confidential, (ii) not to use or disclose such information in any manner
     which could result in a violation of any provision of the Securities Act or
     would require registration of the Excess Servicing Fee Right or any
     Certificates 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
     Fee Right 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 which
     could result in a violation of any provision of the Securities Act or would
     require registration of the Excess Servicing Fee Right or any 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.

          8. The Transferee acknowledges that the holder of the Excess Servicing
     Fee Right shall not have any rights under the Pooling and Servicing
     Agreement except as set forth in Section 3.11(a) of the Pooling and
     Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced
     to the extent provided in the Pooling and Servicing Agreement.

                                  Very truly yours,

                                  ______________________________________________
                                  (Transferee)


                                  By:  _________________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________



                                     F-3B-3
<PAGE>

                                   EXHIBIT G-1

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
            CERTIFICATES HELD IN FULLY REGISTERED, CERTIFICATED FORM)


                                     [Date]


Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
MAC # N9303-121
Minneapolis, MN  55479-0113
Attention:  Corporate Trust Services (CMBS)

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2001-CK6, Class ____,
               [having an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of December 27, 2001 (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 the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 11, 2001 among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, Midland Loan Services, Inc. as master servicer and special servicer,
and Wells Fargo Bank Minnesota, N.A. as 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.

____ 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





                                      G-1-1
<PAGE>


     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.

____ 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 Corporation (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, any
     Fiscal Agent, any of the Mortgage Loan Sellers, the Master Servicer, any
     Exemption-Favored Party, the Special Servicer, any Sub-Servicer or any
     Borrower with respect to any Mortgage Loan or group of Mortgage Loans that
     represents more than 5% of the aggregate unamortized principal balance of
     the 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 2001-CK6, Class ____,
          having an initial aggregate [Certificate Principal Balance]
          [Certificate Notional Amount] as of December 27, 2001 (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 DTC Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 11, 2001 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp. as depositor (the "Depositor"),
Midland Loan Services, Inc. as master servicer and special servicer, and Wells
Fargo Bank Minnesota, N.A. as trustee (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;.




                                      G-2-1
<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 Corporation (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, any
     Fiscal Agent, any of the Mortgage Loan Sellers, the Master Servicer, any
     Exemption-Favored Party, the Special Servicer, any other Sub-Servicer or
     any Borrower with respect to any Mortgage Loan or group of Mortgage Loans
     that represents more than 5% of the aggregate unamortized principal balance
     of the 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

                 AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE
                    INTERNAL REVENUE CODE OF 1986, AS AMENDED

STATE OF       )
               )  ss.:
COUNTY OF      )

     _______________________, being first duly sworn, deposes and says:

     1. That he/she is a ____________________of ____________________ (the
"Purchaser"), a ____________________ duly organized and existing under the laws
of the State of ____________________, on behalf of which he makes this
affidavit.

     2. That Purchaser's Taxpayer Identification Number is ________________.

     3. That Purchaser proposes to purchase from ____________________ ("Seller")
the percentage interests in the certificates listed in Exhibit A attached hereto
and made a part hereof (the "Residuals") at the prices set forth therein. The
Residuals are described in the Prospectus Supplements listed in Exhibit A, along
with the related pooling and servicing agreements (or other operative
agreements) (collectively, the "Agreements"). Purchaser hereby certifies that
Purchaser has received copies of the documents listed in Exhibit A, and further,
that Purchaser has reviewed and understands the terms and descriptions of the
Residuals therein, including, without limitation, the description of the federal
income tax consequences thereof.

     4. That Purchaser understands that the Residuals represent, for federal
income tax purposes, residual interests in real estate mortgage investment
conduits ("REMICs").

     5. That Purchaser has historically paid Purchaser's debts as they become
due, and Purchaser intends, and believes that Purchaser will be able, to
continue to pay Purchaser's debts as such debts become due in the future.

     6. That Purchaser understands that as the holder of the Residuals,
Purchaser may incur tax liabilities in excess of any cash flows generated by the
interest.

     7. Purchaser has a valid business purpose for purchasing the Residuals.

     8. That either (i) the prices set forth in Exhibit A are, as to each
Residual, sufficient so that the test set forth in Proposed Treasury Regulation
Section 1.860E-1(c)(4)(iii) (issued February 4, 2000) is satisfied; or (ii) the
"Asset Test" set forth in section 6 of Revenue Procedure 2001-12 is satisfied.



                                      H-1-1
<PAGE>



     9. That Purchaser intends to pay any and all taxes associated with holding
the Residuals as such taxes become due, and that are otherwise required to be
paid under all applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code").

     10. That Purchaser is (i) a United States person within the meaning of
Section 7701(a)(30) of the Code or (ii) a foreign person subject to United
States income taxation on a net basis on income derived from the Residuals. If
Purchaser is a partnership or other pass-through entity under the Code, then any
person who may be allocated income of Purchaser, directly or indirectly, is a
person described in (i) or (ii) of the preceding sentence.

     11. That Purchaser is not a disqualified organization, and Purchaser is not
purchasing the Residuals on behalf of a disqualified organization. For the
purposes of this affidavit, the term "disqualified organization" shall mean the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing, or any entity treated as other than an instrumentality of the
foregoing for purposes of Section 168(h)(2)(D) of the Code, any organization
(other than a cooperative described in Section 521 of the Code) that is exempt
from taxation under the Code (unless such organization is subject to tax on
excess inclusions), and any organization that is described in Section
1381(a)(2)(C) of the Code.

     12. That Purchaser is duly organized and is validly existing under the laws
of the jurisdiction of its organization. Purchaser is neither bankrupt nor
insolvent nor does it have reason to believe that it will become bankrupt or
insolvent. Purchaser has conducted and is conducting its business so as to
comply in all material respects with all applicable statutes and regulations.
The person executing and delivering this affidavit on behalf of Purchaser is
duly authorized to do so on Purchaser's behalf, the execution and delivery by
Purchaser of this affidavit and the consummation of the transaction on the terms
set forth therein are within the corporate power of Purchaser, and upon such
execution and delivery, this affidavit will constitute legal, valid and binding
obligations of Purchaser, enforceable against Purchaser in accordance with its
terms, subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other laws affecting the rights of
creditors generally and to general principals of equity and the discretion of
the court (regardless of whether enforcement of such remedies is considered in a
proceeding in equity or at law).

     13. That neither the execution and delivery by Purchaser of this affidavit,
nor the compliance by Purchaser with the provisions hereof, nor the consummation
by Purchaser of the transaction as set forth herein, will (i) conflict with or
result in a breach of, or constitute a default or result in the acceleration of
any obligation under, the articles or by-laws of Purchaser or, after giving
effect to the consents or the taking of the actions contemplated by clause (ii)
of this subparagraph, any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on Purchaser of its properties, or
any of the provisions of any indenture or mortgage, or any other contract or
instrument to which Purchaser is a party or by which it or any of its properties
is bound, or (ii) require the consent of or notice to or any filing with, any
person, entity or governmental body, which has not been obtained or made by
Purchaser.


                                     H-1-2


<PAGE>

     14. That Purchaser has filed all required federal and state income tax
returns and has paid all federal and state income taxes due; and further,
Purchaser intends to file and pay all such returns and taxes in the future.

     15. That Purchaser understands that any information Seller has provided or
will provide to Purchaser relating to the cash flows, yield, after-tax return or
similar calculations relating to the Residuals reflects only the results of such
calculations performed by Seller or others and is not a projection or
prediction; that neither the assumptions nor the results of such calculations
will conform to actual experience and that Seller makes no representation or
warranty as to such calculations; that Purchaser will analyze the Residuals
itself and with Purchaser's tax and other advisors and Purchaser is not relying
on Seller or such calculations in making Purchaser's decisions in connection
with this transaction, including without limitation, Purchaser's decision to
consummate this transaction.

     16. That Seller's sale and Purchaser's purchase of the Residuals constitute
a transfer for tax and all other purposes and each party thereto has received
due and adequate consideration. In Purchaser's view, the transaction represents
fair value, representing the result of arms length negotiations and taking into
account Purchaser's analysis of the tax and other consequences of investment in
the Residuals.

     17. That Purchaser expects that the transfer of the Residuals, together
with the receipt of the price set forth in Exhibit A, will be economically
profitable to Purchaser overall, after all related expenses (including taxes)
have been paid and based on conservative assumptions with respect to discount
rates, prepayments and other factors necessary to evaluate profitability.

     18. That Purchaser agrees that in the event that at some future time
Purchaser wishes to transfer any Residuals, Purchaser will transfer such
Residuals only to a transferee that:

          (a)  meets the requirements of paragraph (10) of this affidavit;

          (b)  is not a disqualified organization and is not purchasing such
               Residuals on behalf of a disqualified organization; and

          (c)  has delivered a transferee affidavit (in the form required by the
               applicable Agreement), this representation letter agreement, and,
               if required, an opinion of counsel (as required by the applicable
               Agreement) that the proposed transfer will not cause such
               Residuals to be held by a disqualified organization, or a person
               who does not meet the requirements of paragraph (10) of this
               affidavit.

     19. That Purchaser understands that if, notwithstanding the transfer
restrictions set forth in the applicable Agreement, the Residuals are in fact
transferred to a disqualified organization, a tax may be imposed on the
transferor of such Residuals. Purchaser agrees that the transfer of the
Residuals by Purchaser to a disqualified organization shall be rendered
absolutely null and void and shall cause no rights in the Residuals to vest in
the transferee.


                                     H-1-3


<PAGE>

     20. That Purchaser is knowledgeable and experienced in financial, business
and tax matters generally and, in particular, Purchaser is knowledgeable and
experienced with the investment risks and tax consequences of REMIC residual
interests that provide little or no cash flow, and Purchaser is capable of
evaluating the merits and risks of an investment in the Residuals; Purchaser is
able to bear the economic risks of an investment in the Residuals; and Purchaser
is an accredited investor as defined in Regulation D under the Securities Act
and/or regulations thereunder.

     21. That Purchaser agrees to indemnify, defend and hold harmless Seller and
its affiliates on an after-tax basis from and against any and all losses,
damages, costs and expenses, including attorneys fees and disbursements, arising
out of or in connection with Seller's transfer of the Residuals to Purchaser,
including any and all losses, damages, costs and expenses incurred by Seller as
a result of any subsequent transfer of the Residuals by Purchaser and any taxes
or related liabilities arising from the failure of any Residual to be
transferred from Seller for tax purposes.

     22. That Purchaser agrees to such amendments of the Agreements as may be
required to further effectuate the restrictions on transfer of the Residuals to
a disqualified organization, an agent thereof, or a person that does not satisfy
the requirements of paragraph 5 and paragraph 10 hereof.

     23. That, if a "tax matters person" is required to be designated with
respect to any REMIC related to the Residuals, Purchaser agrees to act as "tax
matters person" and to perform the functions of "tax matters person" as
specified in the Agreements, and agrees to the irrevocable designation of the
person designated in the Agreements as Purchaser's agent in performing the
function of "tax matters person."

     24. That this affidavit represents the entire agreement between the parties
and no prior agreements, oral or written, shall be given effect. This affidavit
may be amended or supplemented only in writing.

     IN WITNESS WHEREOF, Purchaser has caused this instrument to be executed on
its behalf by its ____________________ this _____ day of ____________________,
200__.

                                  [Purchaser]


                                  By:  _____________________________________
                                  Title:
                                  Name:



                                     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, MN  55479-0113
Attention:  Corporate Trust Services (CMBS)

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2001-CK6, 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 the Pooling and Servicing
Agreement, dated as of December ___, 2001 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, Midland Loan Services, Inc. as master servicer and special servicer,
and Wells Fargo Bank Minnesota, N.A. as 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 Residual Transfer Affidavit 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.

          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

                                     H-2-1


<PAGE>

     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:  ___________________________________________
                                     Name:  ____________________________________
                                     Title:  ___________________________________


                                     H-2-2

<PAGE>



                                   EXHIBIT I-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT
                   CONCERNING REPLACEMENT OF SPECIAL SERVICER

                                     [Date]


Moody's Investor's Service
99 Church Street
New York, New York  10007
Attention: __________________

Standard & Poor's Ratings Services
55 Water Street, 41st Floor
New York, New York 10041
Attention: __________________

          Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
               Mortgage Pass-Through Certificates, Series 2001-CK6
               ----------------------------------------------------------------

Ladies and Gentlemen:

     This notice is being delivered pursuant to Section 3.25 of the Pooling and
Servicing Agreement, dated as of December 11, 2001 (the "Agreement"), among
Credit Suisse First Boston Mortgage Securities Corp. as depositor, Midland Loan
Services, Inc. as master servicer and special servicer, and the undersigned as
trustee, and relating to Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2001-CK6 (the
"Certificates"). Capitalized terms used but not otherwise defined herein shall
have respective meanings assigned to them in the Agreement.

     Notice is hereby given that the Controlling Class Representative has
designated ________________________ to serve as the Special Servicer under the
Agreement.

     The designation of ____________________________ as Special Servicer will
become final if certain conditions are met and each Rating Agency delivers to
Wells Fargo Bank Minnesota, N.A., the trustee under the Agreement (the
"Trustee"), written confirmation that if the person designated to become the
Special Servicer were to serve as such, such event would not result in an
Adverse Rating Event with respect to any Class of the Certificates. Accordingly,
such confirmation is hereby requested as soon as possible.

                                     I-1-1

<PAGE>

     Please acknowledge receipt of this notice by signing the enclosed copy of
this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.

                                 Very truly yours,



                                 By:  __________________________________________
                                      Name:  ___________________________________
                                      Title:  __________________________________


Receipt acknowledged:

MOODY'S INVESTORS SERVICE, INC.


By:  __________________________________
Name:
Title:
Date:

STANDARD & POOR'S RATINGS SERVICES


By:  __________________________________
Name:
Title:
Date:

                                     I-1-2

<PAGE>

                                   EXHIBIT I-2

               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 2001-CK6
               ----------------------------------------------------------------

Ladies and Gentlemen:

     Pursuant to Section 3.25 of the Pooling and Servicing Agreement, dated as
of December 11, 2001, relating to Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-CK6 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as 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 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-2-1

<PAGE>


                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT

DEBTOR:

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, NY  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 2001-CK6
751 Kasota Avenue, Suite MDC
Minneapolis, MN  55414
Attention:  Mortgage Document Custody (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
     2001-CK6.


                                      J-1

<PAGE>

                                                         EXHIBIT I TO EXHIBIT J

     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
2001-CK6 Certificates, as secured party (referred to as the "Secured Party" for
purposes of this financing statement only), under that certain Pooling and
Servicing Agreement, dated as of December 11, 2001 (the "Pooling and Servicing
Agreement"), among the Debtor as depositor, the Secured Party as trustee and
Midland Loan Services, Inc. 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 2001-CK6 (collectively, the "Series 2001-CK6
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 maintained by the Master Servicer
     pursuant to the Pooling and Servicing Agreement, (b) all funds from time to
     time on deposit in the Collection 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;

          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;

                                      J-2


<PAGE>


          7. (a) the Servicing Account(s) and Reserve Account(s) required to be
     maintained by the Master Servicer or Special Servicer pursuant to the
     Pooling and Servicing Agreement, and (b) all funds from time to time on
     deposit in the Servicing Account(s) and Reserve Account(s);

          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 and/or acquired by the Debtor pursuant thereto.

          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


                                       J-3



<PAGE>

FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD
PARTIES.


                                       J-4

<PAGE>



                                            EXHIBIT A TO EXHIBIT I TO EXHIBIT J

                           SCHEDULE OF MORTGAGE LOANS

                             [See Attached Schedule]










                                      J-5

<PAGE>



                                   EXHIBIT K-1

                   INFORMATION REQUEST FROM CERTIFICATEHOLDER
                              OR CERTIFICATE OWNER

                                     [Date]


Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD  21044-3562
Attention:  Corporate Trust Services (CMBS)

     Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
          Mortgage Pass-Through Certificates, Series 2001-CK6
          -----------------------------------------------------------------

     In accordance with the Pooling and Servicing Agreement, dated as of
December 11, 2001 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp. as depositor (the "Depositor"), Midland
Loan Services, Inc. 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 (the "Trustee"), with respect to the Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2001-CK6 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

          1. The undersigned is a [holder] [beneficial holder] 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



                                     K-1-1



<PAGE>


     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 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 HOLDER 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.
11000 Broken Land Parkway
Columbia, MD  21044-3562
Attention:  Corporate Trust Services (CMBS)

     Re:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
          Mortgage Pass-Through Certificates, Series 2001-CK6
          ----------------------------------------------------------------

     In accordance with the Pooling and Servicing Agreement, dated as of
December 11, 2001 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp. as depositor (the "Depositor"), Midland
Loan Services, Inc. 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 (the "Trustee"), with respect to the Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2001-CK6 (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


                                     K-2-1



<PAGE>


     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 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

                    KeyCorp Real Estate Capital Markets, Inc.

                               Goedecke & Co. LLC

                              Laureate Capital, LLC

                       Mid-North Financial Services, Inc.

                      GMAC Commercial Mortgage Corporation



                                      L-1


<PAGE>


                                    EXHIBIT M

                      FORM OF S&P DEFEASANCE CERTIFICATION

 FOR LOANS HAVING (A) A CUT-OFF DATE PRINCIPAL BALANCE OF LESS THAN $20,000,000
  AND (B) AN OUTSTANDING PRINCIPAL BALANCE OF LESS THAN 2.0% OF THE AGGREGATE
                 STATED PRINCIPAL BALANCE OF THE MORTGAGE POOL

To:   Standard & Poor's Ratings Services
      55 Water Street
      New York, New York 10041
      Attn: Commercial Mortgage Surveillance

From: Midland Loan Services, Inc. ("Midland"), in its capacity as master
      servicer (in such capacity, the "Master Servicer") under the Pooling
      and Servicing Agreement dated as of December 11, 2001 (the "Pooling
      and Servicing Agreement"), among Midland, Credit Suisse First Boston
      Mortgage Securities Corp., as depositor, the Master Servicer, Midland
      Loan Services, Inc., as special servicer, and Wells Fargo Bank
      Minnesota, N.A., as trustee.

Date: _________, 20___

      Re: Credit Suisse First Boston Mortgage Securities Corp., Commercial
          Mortgage Pass-Through Certificates, Series 2001-CK6
          -----------------------------------------------------------------

Mortgage loan (the "Mortgage Loan") identified by loan number _____ on the
Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
heretofore secured by the Mortgaged Properties identified on the Mortgage Loan
Schedule by the following names: _____________________________________________
______________________________________________________________________________
______________________________________________________________________________

Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.

As Master Servicer under the Pooling and Servicing Agreement, we hereby:

     1. Notify you that the Borrower has consummated a defeasance of the
Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:

     ____ a full defeasance of the payments scheduled to be due in respect of
          the entire unpaid principal balance of the Mortgage Loan; or

     ____ a partial defeasance of the payments scheduled to be due in respect of
          a portion of the unpaid principal balance of the Mortgage Loan that
          represents ___% of the entire unpaid principal balance of the Mortgage
          Loan and, under the Mortgage, has an allocated loan


                                      M-1

<PAGE>


          amount of $____________ or _______% of the entire unpaid principal
          balance;

     2. Certify that each of the following is true, subject to those exceptions
set forth with explanatory notes on Exhibit A hereto, which exceptions the
Master Servicer has determined, consistent with the Servicing Standard, will
have no material adverse effect on the Mortgage Loan or the defeasance
transaction:

          (a) The Mortgage Loan documents permit the defeasance, and the terms
     and conditions for defeasance specified therein were satisfied in all
     material respects in completing the defeasance.

          (b) The defeasance was consummated on __________, 20__.

          (c) The defeasance collateral consists of securities that (i)
     constitute "government securities" as defined in Section 2(a)(16) of the
     Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are
     listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1,
     2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance Criteria
     2000, as amended to the date of the defeasance, (iii) are rated `AAA' by
     Standard & Poor's, (iv) if they include a principal obligation, provide for
     a predetermined fixed dollar amount of principal due at maturity that
     cannot vary or change, and (v) are not subject to prepayment, call or early
     redemption. Such securities have the characteristics set forth below:

          CUSIP          RATE          MAT          PAY DATES         ISSUED
          -----          ----          ---          ---------         ------

          (d) The Master Servicer received an opinion of counsel (from counsel
     approved by Master Servicer in accordance with the Servicing Standard) that
     the defeasance will not result in an Adverse REMIC Event.

          (e) The Master Servicer determined that the defeasance collateral will
     be owned by an entity (the "Defeasance Obligor") as to which one of the
     statements checked below is true:

          ____ the related Borrower was a Single-Purpose Entity (as defined in
               Standard & Poor's Structured Finance Ratings Real Estate Finance
               Criteria, as amended to the date of the defeasance (the "S&P
               Criteria")) as of the date of the defeasance, and after the
               defeasance owns no assets other than the defeasance collateral
               and real property securing Mortgage Loan included in the pool.

          ____ the related Borrower designated a Single-Purpose Entity (as
               defined in the S&P Criteria) to own the defeasance collateral; or

          ____ the Master Servicer designated a Single-Purpose Entity (as
               defined in the S&P Criteria) established for the benefit of the
               Trust to own the defeasance collateral.


                                      M-2

<PAGE>


          (f) The Master Servicer received a broker or similar confirmation of
     the credit, or the accountant's letter described below contained statements
     that it reviewed a broker or similar confirmation of the credit, of the
     defeasance collateral to an Eligible Account (as defined in the S&P
     Criteria) in the name of the Defeasance Obligor, which account is
     maintained as a securities account by the Trustee acting as a securities
     intermediary.

          (g) As securities intermediary, the Trustee is obligated to make the
     scheduled payments on the Mortgage Loan from the proceeds of the defeasance
     collateral directly to the Master Servicer's Collection Account in the
     amounts and on the dates specified in the Mortgage Loan Documents or, in a
     partial defeasance, the portion of such scheduled payments attributed to
     the allocated loan amount for the real property defeased, increased by any
     defeasance premium specified in the Mortgage Loan Documents (the "Scheduled
     Payments").

          (h) The Master Servicer received from the Borrower written
     confirmation from a firm of independent certified public accountants, who
     were approved by the Master Servicer in accordance with the Servicing
     Standard, stating that (i) revenues from principal and interest payments
     made on the defeasance collateral (without taking into account any earnings
     on reinvestment of such revenues) will be sufficient to timely pay each of
     the scheduled payments of principal and interest with respect to the
     Mortgage Loan after the defeasance including the payment in full of the
     Mortgage Loan (or the allocated portion thereof in connection with a
     partial defeasance) on its Maturity Date (or, in the case of an ARD
     Mortgage Loan, on its Anticipated Repayment Date), (ii) the revenues
     received in any month from the defeasance collateral will be applied to
     make scheduled payments of principal and interest with respect to the
     Mortgage Loan within four (4) months after the date of receipt, and (iii)
     interest income from the defeasance collateral to the Defeasance Obligor in
     any calendar or fiscal year will not exceed such Defeasance Obligor's
     interest expense for the Mortgage Loan (or the allocated portion thereof in
     a partial defeasance) for such year.

          (i) The Master Servicer received opinions from counsel, who were
     approved by the Master Servicer in accordance with the Servicing Standard,
     that (i) the agreements executed by the Borrower and/or the Defeasance
     Obligor in connection with the defeasance are enforceable against them in
     accordance with their terms, and (ii) the Trustee will have a perfected,
     first priority security interest in the defeasance collateral described
     above.

          (j) The agreements executed in connection with the defeasance (i)
     permit reinvestment of proceeds of the defeasance collateral only in
     Permitted Investments (as defined in the S&P Criteria), (ii) permit release
     of surplus defeasance collateral and earnings on reinvestment to the
     Defeasance Obligor or the Borrower only after the Mortgage Loan has been
     paid in full, if any such release is permitted, (iii) prohibit any
     subordinate liens against the defeasance collateral, and (iv) provide for
     payment from sources other than the defeasance collateral or other assets
     of the Defeasance Obligor of all fees and expenses of the securities
     intermediary for administering the defeasance and the securities account
     and all fees and expenses of maintaining the existence of the Defeasance
     Obligor.

          (k) The entire unpaid principal balance of the Mortgage Loan as of the
     date of defeasance was $___________, which is less than 2% of the aggregate
     Stated Principal Balance of the Mortgage Pool as of the date of the most
     recent Trustee Report received by us (the "Current Report").


                                      M-3

<PAGE>


          (l) The defeasance described herein, together with all prior and
     simultaneous defeasances of Mortgage Loans, brings the total of all fully
     and partially defeased Mortgage Loans to $_____________, which is _____% of
     the aggregate Stated Principal Balance of the Mortgage Pool as of the date
     of the Current Report.

     3. Certify that Exhibit B hereto is a list of the material agreements,
instruments, organizational documents for the Defeasance Obligor, and opinions
of counsel and independent accountants executed and delivered in connection with
the defeasance described above and that originals or copies of such agreements,
instruments and opinions have been transmitted to the Trustee for placement in
the related Mortgage File or, to the extent not required to be part of the
related Mortgage File, are in the possession of the Master Servicer as part of
the Master Servicer's Servicing File.

     4. Certify and confirm that the determinations and certifications described
above were rendered in accordance with the Servicing Standard set forth in, and
the other applicable terms and conditions of, the Pooling and Servicing
Agreement; and

     5. Certify that the individual under whose hand the Master Servicer has
caused this Notice and Certification to be executed did constitute a Servicing
Officer as of the date of the defeasance described above.

     6. Agree to provide copies of all items listed in Exhibit B to you upon
request. ---------

     IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                               _________________________________________________
                               as Master Servicer

                               By:  ____________________________________________
                               Name:
                               Title:


                                      M-4