MORTGAGE LOAN PURCHASE AGREEMENT

     This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of December 19, 2001, between KeyBank National Association, a
national banking association ("KeyBank"), as seller (in such capacity, together
with its successors and permitted assigns hereunder, the "Seller"), and Credit
Suisse First Boston Mortgage Securities Corp., a Delaware corporation ("CSFB
Mortgage Securities"), as purchaser (in such capacity, together with its
successors and permitted assigns hereunder, the "Purchaser").

                                    RECITALS

     KeyBank desires to sell, assign, transfer, set over and otherwise convey to
CSFB Mortgage Securities, without recourse, and CSFB Mortgage Securities desires
to purchase, subject to the terms and conditions set forth herein, the
multifamily and commercial mortgage loans (collectively, the "Mortgage Loans")
identified on the schedule annexed hereto as Exhibit A (the "Mortgage Loan
Schedule"), as such schedule may be amended from time to time pursuant to the
terms hereof.

     CSFB Mortgage Securities intends to create a trust (the "Trust"), the
primary assets of which will be a segregated pool of multifamily and commercial
mortgage loans that includes the Mortgage Loans. Beneficial ownership of the
assets of the Trust (such assets collectively, the "Trust Fund") will be
evidenced by a series of mortgage pass-through certificates (the
"Certificates"). Certain classes of the Certificates will be rated by Moody's
Investors Service, Inc. and Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. (together, the "Rating Agencies"). The Trust
will be created and the Certificates will be issued pursuant to a pooling and
servicing agreement to be dated as of December 11, 2001 (the "Pooling and
Servicing Agreement"), among CSFB Mortgage Securities, as depositor (in such
capacity, the "Depositor"), Midland Loan Services, Inc., as master servicer (in
such capacity, the "Master Servicer") and as special servicer (in such capacity
the "Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee (the
"Trustee"), relating to the issuance of 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 the respective meanings assigned to them in the Pooling and Servicing
Agreement as in full force and effect on the Closing Date (as defined in Section
1 hereof). It is anticipated that CSFB Mortgage Securities will transfer the
Mortgage Loans to the Trust contemporaneously with its purchase of the Mortgage
Loans hereunder.

     CSFB Mortgage Securities intends to sell certain classes of the
Certificates (collectively, the "Publicly Offered Certificates") to Credit
Suisse First Boston Corporation ("CSFB Corporation") and the other underwriters
named in the Underwriting Agreement (as defined below) (collectively in such
capacity, the "Underwriters"), pursuant to an underwriting agreement dated as of
December 19, 2001 (the "Underwriting Agreement"), between CSFB Mortgage
Securities and CSFB Corporation as representative of the Underwriters, and CSFB
Mortgage Securities intends to sell certain classes of the remaining
Certificates (the "Privately Offered Certificates") to CSFB Corporation,
pursuant to a certificate purchase agreement dated as of December 19, 2001 (the
"Certificate Purchase Agreement"), between CSFB Mortgage Securities and CSFB
Corporation. The Publicly Offered Certificates are more fully described in a
prospectus dated December 19, 2001 (the "Basic Prospectus"), and the supplement
to the Basic Prospectus dated December 19, 2001 (the "Prospectus Supplement";
and, together with the


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Basic Prospectus, the "Prospectus"), as each may be amended or supplemented at
any time hereafter. The Privately Offered Certificates are more fully described
in a confidential offering circular dated December 19, 2001 (the "Confidential
Offering Circular"), as it may be amended or supplemented at any time hereafter.

     KeyBank will indemnify CSFB Mortgage Securities, CSFB Corporation, the
other Underwriters and certain related parties with respect to the disclosure
regarding the Mortgage Loans contained in the Prospectus, the Confidential
Offering Circular and certain other disclosure documents and offering materials
relating to the Certificates, pursuant to an indemnification agreement dated
December 19, 2001 (the "Indemnification Agreement"), among Column, CSFB Mortgage
Securities and CSFB Corporation, both as a representative of the Underwriters
and as initial purchaser of the Privately Offered Certificates.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties agree as follows:

     SECTION 1. Agreement to Purchase. The Seller agrees to sell, assign,
transfer, set over and otherwise convey to the Purchaser, without recourse, and
the Purchaser agrees to purchase from the Seller, subject to the terms and
conditions set forth herein, the Mortgage Loans. The purchase and sale of the
Mortgage Loans shall take place on December 27, 2001 or such other date as shall
be mutually acceptable to the parties hereto (the "Closing Date"). As of the
close of business on the respective Due Dates for the Mortgage Loans in December
2001 (individually and collectively, the "Cut-off Date"), the Mortgage Loans
will have an aggregate principal balance, after application of all payments of
principal due on the Mortgage Loans on or before the Cut-off Date, whether or
not received, of $244,618,495, subject to a variance of plus or minus 5%. The
purchase price for the Mortgage Loans shall be 102.3% of such aggregate
principal balance of the Mortgage Loans, together with accrued interest on the
Mortgage Loans at their respective Net Mortgage Rates from and including
December 1, 2001 to but not including the Closing Date, and the Purchaser shall
pay such purchase price to the Seller on the Closing Date by wire transfer in
immediately available funds or by such other method as shall be mutually
acceptable to the parties hereto.

     SECTION 2. Conveyance of the Mortgage Loans.

     (a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and the other conditions to the
Seller's obligations set forth herein, the Seller does hereby sell, assign,
transfer, set over and otherwise convey to the Purchaser, without recourse, all
of the right, title and interest of the Seller in and to the Mortgage Loans,
including all interest and principal received on or with respect to the Mortgage
Loans after the Cut-off Date (other than scheduled payments of interest and
principal due on or before the Cut-off Date), together with all of the right,
title and interest of the Seller in and to the proceeds of any related title,
hazard or other insurance policies and any escrow, reserve or other comparable
accounts related to the Mortgage Loans.

     (b) The Purchaser shall be entitled to receive all scheduled payments of
principal and interest due on the Mortgage Loans after the Cut-off Date, and all
other recoveries of principal and interest collected thereon after the Cut-off
Date (other than scheduled payments of principal and interest due on the
Mortgage Loans on or before the Cut-off Date and collected after the Cut-off
Date, which shall belong to the Seller).



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<PAGE>



     (c) On or before the Closing Date, the Seller shall, at its expense,
deliver to and deposit with, or cause to be delivered to and deposited with, the
Purchaser or its designee the Mortgage File and any Additional Collateral (other
than reserve funds and escrow payments) with respect to each Mortgage Loan. In
addition, with respect to each Mortgage Loan as to which any Additional
Collateral is in the form of a Letter of Credit as of the Closing Date, the
Seller shall 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 Seller's rights as the beneficiary thereof and drawing party thereunder.
Unless the Purchaser notifies the Seller in writing to the contrary, the
designated recipient of the items described in the second preceding sentence,
and the designated beneficiary under each Letter of Credit referred to in the
preceding sentence, shall be the Trustee.

     If the Seller cannot deliver on the Closing Date any original or certified
recorded document or original policy of title insurance which is to be delivered
as part of the related Mortgage File for any Mortgage Loan solely because the
Seller is delayed in making such delivery by reason of the fact that such
original or certified recorded document has not been returned by the appropriate
recording office or such original policy of title insurance has not yet been
issued, then the Seller shall deliver such documents to the Purchaser or its
designee, promptly upon the Seller's receipt thereof.

     In addition, the Seller shall, at its expense, deliver to and deposit with,
or cause to be delivered to and deposited with, the Purchaser or its designee,
on or before the Closing Date, the following items (except to the extent that
any of the following items are to be retained by a subservicer that will
continue to act on behalf of the Purchaser or its designee): (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 documents that the
Purchaser or its servicing agent reasonably deems necessary to service the
subject Mortgage Loan in the possession or under the control of the Seller that
relate to the Mortgage Loans and, to the extent they are not required to be a
part of a Mortgage File for any Mortgage Loan, originals or copies of all
documents, certificates and opinions in the possession or under the control of
the Seller that were delivered by or on behalf of the related Borrowers in
connection with the origination of the Mortgage Loans (provided that the Seller
shall not be required to deliver any attorney-client privileged communication or
any other documents or materials prepared by the Seller or its affiliates solely
for internal credit analysis and/or other internal uses); and (ii) all unapplied
reserve funds and escrow payments in the possession or under the control of the
Seller that relate to the Mortgage Loans. Unless the Purchaser notifies the
Seller in writing to the contrary, the designated recipient of the items
described in clauses (i) and (ii) of the preceding sentence shall be the Master
Servicer.

     Notwithstanding the foregoing, if the Seller is unable to deliver any
Letter of Credit constituting Additional Collateral for any Mortgage Loan, then
the 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 letter of credit 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(c), any such
substitute letter of credit shall be deemed to be Additional Collateral of the
type covered by the first paragraph of this Section 2(c) and any such cash




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reserve shall be deemed to be reserve funds of the type covered by the third
paragraph of this Section 2(c).

     In connection with the foregoing paragraphs of this Section 2(c), the
Seller shall receive copies, or otherwise be the beneficiary, of all
certifications relating to the Mortgage Loans made and/or delivered by the
Trustee pursuant to Section 2.02(a) and Section 2.02(b) of the Pooling and
Servicing Agreement. To the extent that those certifications and/or the related
exception reports reflect Document Defects with respect to the Mortgage Loans,
those certifications and/or the related exception reports shall constitute
notice to the Seller for purposes of Section 5 upon receipt thereof by the
Seller.

     (d) The Seller shall be responsible for all reasonable fees and
out-of-pocket costs and expenses associated with recording and/or filing any and
all assignments and other instruments of transfer with respect to the Mortgage
Loans that are required to be recorded or filed, as the case may be, under the
Pooling and Servicing Agreement; provided that the Seller shall not be
responsible for actually recording or filing any such assignments or other
instruments of transfer. If the Seller receives written notice that any such
assignment or other instrument of transfer is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, the Seller shall
prepare or cause the preparation of a substitute therefor or cure such defect,
as the case may be; provided that the cost of such preparation shall be borne by
the Purchaser if the loss or return is caused by the Purchaser's negligence. The
Seller shall provide the Purchaser or its designee with a power of attorney to
enable it or them to record any loan documents that the Purchaser has been
unable to record. Unless the Purchaser notifies the Seller in writing to the
contrary, the designated recipients of the power of attorney referred to in the
preceding sentence shall be the Trustee.

     (e) Upon sale of Certificates representing at least 10% of the total
principal balance of all the Certificates to unaffiliated third parties, the
Seller shall, under generally accepted accounting principles ("GAAP"), report
its transfer of the Mortgage Loans to the Purchaser, as provided herein, as a
sale of the Mortgage Loans to the Purchaser in exchange for the consideration
specified in Section 1 hereof. In connection with the foregoing, upon sale of
Certificates representing at least 10% of the total principal balance of all the
Certificates to unaffiliated third parties, the Seller shall cause all of its
financial and accounting records to reflect such transfer as a sale (as opposed
to a secured loan). Regardless of its treatment of the transfer of the Mortgage
Loans to the Purchaser under GAAP, the Seller 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 Mortgage Loans have been transferred to the Purchaser and are
no longer available to satisfy claims of the Seller's creditors.

     (f) After the Seller's transfer of the Mortgage Loans to the Purchaser, as
provided herein, the Seller shall not take any action inconsistent with the
Purchaser's ownership of the Mortgage Loans. Except for actions that are the
express responsibility of another party hereunder or under the Pooling and
Servicing Agreement, and further except for actions that the Seller is expressly
permitted to complete subsequent to the Closing Date, the Seller shall, on or
before the Closing Date, take all actions required under applicable law to
effectuate the transfer of the Mortgage Loans by the Seller to the Purchaser.

     (g) The Mortgage Loan Schedule, as it may be amended from time to time,
shall conform to the requirements set forth in the Pooling and Servicing
Agreement. The Seller shall, within



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<PAGE>


15 days of its discovery or receipt of notice of any error on the Mortgage Loan
Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the
Trustee, as the case may be, an amended Mortgage Loan Schedule.

     SECTION 3. Examination of Mortgage Loan Files and Due Diligence Review. The
Seller shall reasonably cooperate with any examination of the Mortgage Files
for, and any other documents and records relating to, the Mortgage Loans, that
may be undertaken by or on behalf of the Purchaser. The fact that the Purchaser
has conducted or has failed to conduct any partial or complete examination of
any of the Mortgage Files for, and/or any of such other documents and records
relating to, the Mortgage Loans, shall not affect the Purchaser's right to
pursue any remedy available in equity or at law for a breach of the Seller's
representations and warranties made pursuant to Section 4 (subject, however, to
Section 5(d)).

     SECTION 4. Representations, Warranties and Covenants of the Seller and the
Purchaser.

     (a) The Seller hereby makes, as of the Closing Date, to and for the benefit
of the Purchaser, each of the representations and warranties set forth in
Exhibit B-1. The Purchaser hereby makes, as of the Closing Date, to and for the
benefit of the Seller, each of the representations and warranties set forth in
Exhibit B-2.

     (b) The Seller hereby makes, as of the Closing Date (or as of such other
date specifically provided in the particular representation or warranty), to and
for the benefit of the Purchaser, with respect to each Mortgage Loan, each of
the representations and warranties set forth in Exhibit C.

     (c) The Seller hereby represents and warrants, as of the Closing Date, to
and for the benefit of CSFB Mortgage Securities only, that the Seller has not
dealt with any broker, investment banker, agent or other person (other than the
CSFB Mortgage Securities, CSFB Corporation and the other Underwriters) who may
be entitled to any commission or compensation in connection with the sale to the
Purchaser of the Mortgage Loans.

     (d) The Seller hereby agrees that it shall be deemed to make, as of the
date of substitution, to and for the benefit of the Purchaser, with respect to
any replacement mortgage loan (a "Replacement Mortgage Loan") that is
substituted for a Defective Mortgage Loan (as defined in Section 5(a) hereof),
pursuant to Section 5(a) of this Agreement, each of the representations and
warranties set forth in Exhibit C (with references in such exhibit to "Closing
Date" being deemed to be references to the "date of substitution", references in
such exhibit to "Cut-off Date" being deemed to be references to the "most recent
Due Date for the subject Replacement Mortgage Loan on or before the date of
substitution" and references in such exhibit to "December 2001" and "November
2001" being deemed to be references to the "month of substitution" and the
"month preceding the month of substitution", respectively). From and after the
date of substitution, each Replacement Mortgage Loan, if any, shall be deemed to
constitute a "Mortgage Loan" hereunder for all purposes.

     (e) It is understood and agreed that the representations and warranties set
forth in or made pursuant to this Section 4 shall survive delivery of the
respective Mortgage Files to the Purchaser or its designee and shall inure to
the benefit of the Purchaser for so long as any of the Mortgage Loans remain
outstanding, notwithstanding any restrictive or qualified endorsement or
assignment.



                                       5
<PAGE>


     SECTION 5. Notice of Breach; Cure, Repurchase and Substitution.

     (a) The Purchaser or its designee shall provide the Seller with written
notice of any Material Breach or Material Document Defect with respect to any
Mortgage Loan. Within 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 Mortgage Loan, 15 days) of the earlier of discovery or
receipt of written notice by the Seller that there has been a Material Breach or
Material Document Defect with respect to any Mortgage Loan (such 90-day (or, if
applicable, 15-day) period, the "Initial Resolution Period"), the Seller shall,
subject to Section 5(b), Section 5(c) and Section 5(d) below, (i) correct or
cure such Material Breach or Material Document Defect, as the case may be, in
all material respects or (ii) repurchase the Mortgage Loan affected by such
Material Breach or Material Document Defect, as the case may be (such Mortgage
Loan, a "Defective Mortgage Loan"), at the related Purchase Price, with payment
to be made in accordance with the reasonable directions of the Purchaser;
provided that if the Seller shall have delivered to the Purchaser a
certification executed on behalf of the Seller by an officer thereof stating (i)
that such Material Breach or Material Document Defect, as the case may be, does
not relate to whether the Defective Mortgage Loan is or, as of the Closing Date
(or, in the case of a Replacement Mortgage Loan, as of the related date of
substitution), was a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code (a "Qualified Mortgage"), (ii) that such Material Breach
or Material Document Defect, as the case may be, is capable of being cured but
not within the applicable Initial Resolution Period, (iii) that the Seller has
commenced and is diligently proceeding with the cure of such Material Breach or
Material Document Defect, as the case may be, within the applicable Initial
Resolution Period, (iv) what actions the Seller is pursuing in connection with
the cure thereof, and (v) that the Seller anticipates that such Material Breach
or Material Document Defect, as the case may be, will be cured within an
additional period not to exceed the applicable Resolution Extension Period (as
defined below), then the Seller shall have an additional period equal to the
applicable Resolution Extension Period to complete such cure or, failing such,
to repurchase the Defective Mortgage Loan; and provided, further, that, if the
Seller's obligation to repurchase any Defective Mortgage Loan as a result of a
Material Breach or Material Document Defect arises within the three-month period
commencing on the Closing Date (or within the two-year period commencing on the
Closing Date if the Defective 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)) and if the Defective Mortgage Loan is still subject to the
Pooling and Servicing Agreement, then the Seller may, at its option, subject to
the terms, conditions and limitations set forth in the Pooling and Servicing
Agreement, in lieu of repurchasing such Defective Mortgage Loan (but, in any
event, no later than such repurchase would have to have been completed), (i)
replace such Defective Mortgage Loan with one or more substitute mortgage loans
that individually and collectively satisfy the requirements of the definition of
"Qualifying Substitute Mortgage Loan" set forth in the Pooling and Servicing
Agreement, and (ii) pay any corresponding Substitution Shortfall Amount, such
substitution and payment to be effected in accordance with the terms of the
Pooling and Servicing Agreement. Any such repurchase or replacement of a
Defective Mortgage Loan shall be on a whole loan, servicing released basis. The
Seller shall have no obligation to monitor the Mortgage Loans regarding the
existence of a Material Breach or Material Document Defect, but if the Seller
discovers a Material Breach or Material Document Defect with respect to a
Mortgage Loan, it will notify the Purchaser.



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<PAGE>



     "Resolution Extension Period" shall mean:

          (i) for purposes of remediating a Material Breach with respect to any
     Mortgage Loan, 90 days;

          (ii) for purposes of remediating a Material Document Defect with
     respect to any 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 Seller's
     receipt of written notice from the Purchaser or its designee of the
     occurrence of any Servicing Transfer Event with respect to such Mortgage
     Loan subsequent to the end of such Initial Resolution Period;

          (iii) for purposes of remediating a Material Document Defect with
     respect to any 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 Seller's receipt of
     written notice from the Purchaser or its servicing agent of the occurrence
     of such Servicing Transfer Event; and

          (iv) for purposes of remediating a Material Document Defect with
     respect to any Mortgage Loan that is a Specially Serviced Mortgage Loan as
     of the commencement of the applicable Initial Resolution Period, zero (-0-)
     days, provided that, if the Seller did not receive written notice from the
     Purchaser or its servicing agent 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; and provided,
further, that if a Material Document Defect exists with respect to any Mortgage
Loan, if such Mortgage Loan is then subject to the Pooling and Servicing
Agreement, and if the Seller 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 under the Pooling and Servicing Agreement, 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



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<PAGE>



if the Material Document Defect referred to in the preceding proviso consists of
a failure to deliver a Specially Designated Mortgage Loan Document, and if the
Seller delivers to the Master Servicer a Purchase Price Security Deposit equal
to 25% of the outstanding principal balance of the subject 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 Purchaser or its designee 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, the "Purchase Price Security
Deposit Account") and shall be entitled to make withdrawals from 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 Seller so directs, or if the balance on deposit in the
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 is not remedied
on or before the second anniversary of the Closing Date, or if such Mortgage
Loan becomes a Specially Serviced Mortgage Loan under the Pooling and Servicing
Agreement 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 (with the
Seller to pay any remaining balance of such Purchase Price). The Seller may
obtain a release of the Purchase Price Security Deposit for any Mortgage Loan
(net of any amounts payable therefrom as contemplated by the prior sentence)
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 and all associated fees and expenses
being paid in full. The Seller may direct the Purchaser or its designee to
invest or cause the investment of the funds deposited in any Purchase Price
Security Deposit Account in one or more Permitted Investments that bear interest
or are sold at a discount and that mature, unless payable on demand, no later
than the Business Day prior to the next Master Servicer Remittance Date. The
Purchaser or its designee shall act upon the written instructions of the Seller
with respect to the investment of funds in any Purchase Price Security Deposit
Account in such Permitted Investments, provided that in the absence of
appropriate written instructions from the Seller, the Purchaser shall have no
obligation to invest or direct the investment of funds in such Purchase Price
Security Deposit Account. All income and gain realized from the investment of
funds deposited in any Purchase Price Security Deposit Account shall be for the
benefit of the Seller and shall be withdrawn by the Purchaser or its designee
and remitted to the Seller on each Master Servicer Remittance Date (net of any
losses incurred and any deposits required to be made by the Seller as
contemplated by the second proviso to the prior paragraph), and the Seller shall
remit to the Purchaser from the Seller's own funds for deposit into such
Purchase Price Security Deposit Account the amount of any realized losses (net
of realized gains) in respect of such Permitted Investments immediately upon
realization of such net losses and receipt of written notice thereof from the
Purchaser; provided that the Seller shall not be required to make any such
deposit for any realized loss which is incurred solely as a result of the
insolvency of the federal or state depository institution or trust company that
holds such Purchase Price Security Deposit Account. Neither the Purchaser nor
any of its designees shall have any responsibility or liability with respect to



                                       8
<PAGE>



the investment directions of the Seller, the investment of funds in any Purchase
Price Security Deposit Account in Permitted Investments or any losses resulting
therefrom.

     Whenever one or more mortgage loans are substituted by the Seller for a
Defective Mortgage Loan as contemplated by this Section 5(a), the Seller shall
(i) deliver the related Mortgage File for each such substitute mortgage loan to
the Purchaser or its designee (which designee, unless otherwise stated, is the
Trustee), (ii) 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" set forth in the
Pooling and Servicing Agreement and (iii) send such certification to the
Purchaser or its designee. No mortgage loan may be substituted for a Defective
Mortgage Loan as contemplated by this Section 5(a) if the Defective Mortgage
Loan to be replaced was itself a Replacement Mortgage Loan, in which case,
absent cure, in all material respects, of the relevant Material Breach or
Material Document Defect, the Defective 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 Defective Mortgage Loan (if any) after
the Cut-off Date (or, in the case of a Replacement Mortgage Loan, after the date
on which it is added to the Trust Fund) and on or prior to the related date of
repurchase or replacement, shall belong to the Purchaser. 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
Defective Mortgage Loan (if any) after the related date of repurchase or
replacement, shall belong to the Seller.

     (b) Notwithstanding Section 5(a), if there exists a Breach of any
representation or warranty on the part of the Seller with respect to any
Mortgage Loan set forth in, or made pursuant to, Section 4(b) or 4(d) of this
Agreement relating to whether or not the related Mortgage Loan Documents or any
particular related 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 Seller shall within 90 days of the
Seller's receipt of written direction from the Purchaser or its servicing agent,
pay the amount of any such costs and expenses borne by the Trust that are the
basis of such Breach. Upon its making such payments, the 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 the Seller shall not be obligated to
repurchase or otherwise cure such Breach under any circumstances.

     (c) If any Defective Mortgage Loan is to be repurchased or replaced as
contemplated by Section 5(a), the Seller shall amend the Mortgage Loan Schedule
to reflect the removal of the Defective Mortgage Loan and, if applicable, the
substitution of the related Replacement Mortgage Loan(s) and shall forward such
amended schedule to the Purchaser.

     It shall be a condition to any repurchase or replacement of a Defective
Mortgage Loan by the Seller pursuant to Section 5(a) that the Purchaser (which
shall include the Trustee) shall have executed and delivered such instruments of
transfer or assignment then presented to it by the Seller, in each case without
recourse, as shall be necessary to vest in the Seller the legal and beneficial
ownership of such Defective Mortgage Loan (including any property acquired in
respect thereof or proceeds of any insurance policy with respect thereto), to
the extent that such ownership interest was transferred to the Purchaser
hereunder.



                                       9
<PAGE>



     (d) If, on or after June 27, 2003, the Seller receives notice of a Material
Document Defect with respect to any Mortgage Loan, which Material Document
Defect constitutes a Recording Omission, and if such Mortgage Loan is still
subject to the Pooling and Servicing Agreement, then the Seller, with the
written consent of the Controlling Class Representative for Sub-Pool No. 1,
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 5(a) 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, the Purchaser or its designee shall establish one or
more accounts (individually and collectively, the "Special Reserve Account"),
each of which shall be an Eligible Account, and the Purchaser or its designee
shall deposit any Recording Omission Reserve into the Special Reserve Account
within one Business Day of receipt. The Seller may direct the Purchaser or its
designee to invest or cause the investment of the funds deposited in the Special
Reserve Account in one or more Permitted Investments that bear interest or are
sold at a discount and that mature, unless payable on demand, no later than the
Business Day prior to the next Master Servicer Remittance Date. The Purchaser or
its designee shall act upon the written instructions of the Seller with respect
to the investment of funds in the Special Reserve Account in such Permitted
Investments, provided that in the absence of appropriate written instructions
from the Seller, the Purchaser shall have no obligation to invest or direct the
investment of funds in such Special Reserve Account. All income and gain
realized from the investment of funds deposited in such Special Reserve Account
shall be for the benefit of the Seller and shall be withdrawn by the Purchaser
or its designee and remitted to the Seller on each Master Servicer Remittance
Date (net of any losses incurred), and the Seller shall remit to the Purchaser
from the Seller's own funds for deposit into such Special Reserve Account the
amount of any realized losses (net of realized gains) in respect of such
Permitted Investments immediately upon realization of such net losses and
receipt of written notice thereof from the Purchaser; provided that the Seller
shall not be required to make any such deposit for any realized loss which is
incurred solely as a result of the insolvency of the federal or state depository
institution or trust company that holds such Special Reserve Account. Neither
the Purchaser nor any of its designees shall have any responsibility or
liability with respect to the investment directions of the Seller, the
investment of funds in the Special Reserve Account in Permitted Investments or
any losses resulting therefrom. A Recording Omission Credit shall (i) entitle
the Purchaser or its designee to draw upon the Recording Omission Credit on
behalf of the Purchaser upon presentation of only a sight draft or other written
demand for payment, (ii) permit multiple draws by the Purchaser or its designee,
and (iii) be issued by such issuer and containing such other terms as the
Purchaser or its designee may reasonably require to make such Recording Omission
Credit reasonably equivalent security to a Recording Omission Reserve in the
same amount. Once a Recording Omission Reserve or Recording Omission Credit is
established with respect to any Mortgage Loan, the Purchaser or its designee
shall, from time to time, withdraw funds from the related Special Reserve
Account or draw upon the related Recording Omission Credit, as the case may be,
and apply the proceeds thereof to pay the losses or expenses directly incurred
by the Purchaser or its designee as a result of a Recording Omission. The
Recording Omission Reserve or Recording Omission Credit or any unused balance
thereof with respect to any Mortgage Loan will be released to the Seller by the
Purchaser upon the earlier of the Seller's cure of all Recording Omissions with
respect to such Mortgage Loan (provided that the Purchaser has been reimbursed
with respect to all losses and expenses relating to Recording Omissions with
respect to such Mortgage Loan) and such Mortgage Loan's no longer being a part
of the Trust Fund under the Pooling and Servicing Agreement.



                                       10
<PAGE>



     (e) It is understood and agreed that the obligations of the Seller set
forth in this Section 5 to cure a Material Breach or a Material Document Defect,
repurchase or replace the related Defective Mortgage Loan(s), cover certain
expenses or establish a Recording Omission Credit or a Recording Omission
Reserve with respect to the related Defective Mortgage Loan(s), constitute the
sole remedies available to the Purchaser, the Certificateholders or the Trustee
on behalf of the Certificateholders with respect to a Breach or Document Defect
in respect of any Mortgage Loan.

     (f) If the 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 Purchaser or its assignee or
(iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan,
each in accordance with the foregoing provisions of this Section 5, then
(provided that (i) the Mortgage Loan is then subject to the Pooling and
Servicing Agreement, (ii) at least the applicable Initial Resolution Period has
expired and (iii) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan), then 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 the Pooling and
Servicing 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).

     If any REO Property in respect of any Mortgage Loan is subject to the
Pooling and Servicing Agreement and there is any alleged Material Document
Defect with respect to such REO Property or the related Mortgage Loan, then the
Seller shall be notified promptly and in writing by the Special Servicer of any
offer that it receives to purchase such REO Property. Upon the receipt of such
notice by the Seller, the 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 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 Seller with any 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 any related
REO Property, to a Person other than the Seller shall be (i) without recourse of
any kind (either expressed or implied) by such Person against the Seller and
(ii) without representation or warranty of any kind (either expressed or
implied) by the Seller 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 of the
Trust against the Seller for repurchase of the subject Mortgage Loan or REO
Property. The provisions of this Section 5 regarding remedies against the 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 Seller fails to correct or cure the Material Document Defect or
Material Breach or purchase the subject REO Property, then the provisions above
regarding notice of offers related to such REO Property and the Seller's right
to purchase such REO Property shall apply. If a court of competent jurisdiction
issues a final order that the Seller is or was obligated to repurchase the
related Mortgage Loan or REO Property or the Seller otherwise accepts liability,
then, after the expiration of any



                                       11
<PAGE>


applicable appeal period, but in no event later than the termination of the
Trust pursuant to the Pooling and Servicing Agreement, the 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 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.

     SECTION 6. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley Austin Brown & Wood, 875 Third
Avenue, New York, New York 10022 at 10:00 a.m., New York City time, on the
Closing Date.

     The Closing shall be subject to each of the following conditions:

          (i) all of the representations and warranties of each of the Seller
     and the Purchaser made pursuant to Section 4 of this Agreement shall be
     true and correct in all material respects as of the Closing Date;

          (ii) all documents specified in Section 7 of this Agreement (the
     "Closing Documents"), in such forms as are agreed upon and reasonably
     acceptable to the Purchaser and, in the case of the Pooling and Servicing
     Agreement (insofar as such Agreement affects to obligations of the Seller
     hereunder), to the Seller, shall be duly executed and delivered by all
     signatories as required pursuant to the respective terms thereof;

          (iii) the Seller shall have delivered and released to the Purchaser or
     its designee, all documents, funds and other assets required to be
     delivered thereto pursuant to Section 2 of this Agreement;

          (iv) the result of any examination of the Mortgage Files for, and any
     other documents and records relating to, the Mortgage Loans performed by or
     on behalf of the Purchaser pursuant to Section 3 hereof shall be
     satisfactory to the Purchaser in its reasonable determination;

          (v) all other terms and conditions of this Agreement required to be
     complied with on or before the Closing Date shall have been complied with
     in all material respects, and the Seller shall have the ability to comply
     with all terms and conditions and perform all duties and obligations
     required to be complied with or performed by it after the Closing Date;

          (vi) the Seller shall have paid all fees and expenses payable by it to
     the Purchaser or otherwise pursuant to this Agreement;

          (vii) the Seller shall have received the purchase price for the
     Mortgage Loans, as contemplated by Section 1; and

          (viii) neither the Underwriting Agreement nor the Certificate Purchase
     Agreement shall have been terminated in accordance with its terms.

     Both parties agree to use their commercially reasonable best efforts to
perform their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.



                                       12
<PAGE>



     SECTION 7. Closing Documents. The Closing Documents shall consist of the
following:

          (i) this Agreement, duly executed by the Purchaser and the Seller;

          (ii) each of the Pooling and Servicing Agreement and the
     Indemnification Agreement, duly executed by the respective parties thereto;

          (iii) an Officer's Certificate substantially in the form of Exhibit
     D-1 hereto, executed by the Secretary or an assistant secretary of the
     Seller, in his or her individual capacity, and dated the Closing Date, and
     upon which CSFB Mortgage Securities, CSFB Corporation, the other
     Underwriters and the Rating Agencies (collectively, for purposes of this
     Section 7, the "Interested Parties") may rely, attaching thereto as
     exhibits (A) the resolutions of the board of directors of the Seller
     authorizing the Seller's entering into the transactions contemplated by
     this Agreement, and (B) the organizational documents of the Seller;

          (iv) a certificate of good standing with respect to the Seller issued
     by the Comptroller of the Currency not earlier than 30 days prior to the
     Closing Date, and upon which the Interested Parties may rely;

          (v) a Certificate of the Seller substantially in the form of Exhibit
     D-2 hereto, executed by an executive officer of the Seller on the Seller's
     behalf and dated the Closing Date, and upon which the Interested Parties
     may rely;

          (vi) a written opinion of in-house counsel for the Seller, dated the
     Closing Date and addressed to the Interested Parties and the respective
     parties to the Pooling and Servicing Agreement, which opinion shall be
     substantially in the form of Exhibit D-3 hereto (with such additions,
     deletions or modifications as may be required by either Rating Agency);

          (vii) a written opinion of Phillips, Lytle, Hitchcock, Blaine & Huber
     LLP, special counsel for the Seller, dated the Closing Date and addressed
     to the Interested Parties and the respective parties to the Pooling and
     Servicing Agreement, which opinion shall be substantially in the form of
     Exhibit D-4 hereto (with such additions, deletions or modifications as may
     be required by either Rating Agency);

          (viii) a written opinion of Polsinelli Shalton & Welte, P.C., special
     counsel for the Seller, dated the Closing Date and addressed to the
     Interested Parties and the respective parties to the Pooling and Servicing
     Agreement, which opinion shall be substantially in the form of Exhibit D-5
     hereto (with such additions, deletions or modifications as may be required
     by either Rating Agency).

          (ix) a letter from Polsinelli Shalton & Welte, P.C., special counsel
     for the Seller, dated the Closing Date and addressed to CSFB Mortgage
     Securities, CSFB Corporation and the other Underwriters, which letter shall
     be substantially in the form of Exhibit D-6 hereto;

          (x) one or more comfort letters from Arthur Andersen LLP, certified
     public accountants, dated the date of any preliminary Prospectus Supplement
     and of the Prospectus Supplement, respectively, and addressed to, and in
     form and substance acceptable to, CSFB



                                       13
<PAGE>

     Mortgage Securities, CSFB Corporation, the other Underwriters and their
     respective counsel, stating in effect that, using the assumptions and
     methodology used by CSFB Mortgage Securities, all of which shall be
     described in such letters, they have recalculated such numbers and
     percentages relating to the Mortgage Loans set forth in any preliminary
     Prospectus Supplement and the Prospectus Supplement, compared the results
     of their calculations to the corresponding items in any preliminary
     Prospectus Supplement and the Prospectus Supplement, respectively, and
     found each such number and percentage set forth in any preliminary
     Prospectus Supplement and the Prospectus Supplement, respectively, to be in
     agreement with the results of such calculations; and

          (xi) such further certificates, opinions and documents as the
     Purchaser may reasonably request or any Rating Agency may require.

     SECTION 8. Costs. Whether or not this Agreement is terminated, the costs
and expenses incurred in connection with the transactions herein contemplated
shall be allocated pursuant to the terms of the Term Sheet for the Joint Conduit
Securitizations between Donaldson, Lufkin & Jenrette Securities Corporation,
Prudential Securities Incorporated, Prudential Mortgage Capital Company, LLC,
Column Financial, Inc. and KeyBank National Association, as supplemented and
modified by the Term Sheet for the Joint Securitizations among Column Financial,
Inc., Credit Suisse First Boston Corporation and KeyBank National Association
for Calendar Year 2001 (the foregoing term sheets, together, the "Term Sheets").

     SECTION 9. Notices. All demands, notices and communications hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered to or mailed, by registered mail, postage prepaid, by overnight mail
or courier service, or transmitted by facsimile and confirmed by similar mailed
writing, if to the Purchaser, addressed to the Purchaser at 11 Madison Avenue,
5th Floor, New York, New York 10010, Attention: Jeffrey Altabef, or such other
address as may be designated by the Purchaser to the Seller in writing, or, if
to the Seller, addressed to the Seller at 911 Main Street, Suite 1500, Kansas
City, Missouri 64105, Attention: E.J. Burke (with a copy to 127 Public Square,
Cleveland, Ohio 44114, Attention: Robert C. Bowes), or such other address as may
be designated by the Seller to the Purchaser in writing.

     SECTION 10. Miscellaneous. Neither this Agreement nor any term or provision
hereof may be changed, waived, discharged or terminated except by a writing
signed by a duly authorized officer of the party against whom enforcement of
such change, waiver, discharge or termination is sought to be enforced. This
Agreement may be executed in any number of counterparts, each of which shall for
all purposes be deemed to be an original and all of which shall together
constitute but one and the same instrument. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns, and no other person will have any right or obligation
hereunder. Notwithstanding any contrary provision of this Agreement or the
Pooling and Servicing Agreement, the Purchaser shall not consent to any
amendment of the Pooling and Servicing Agreement which will increase the
obligations of, or otherwise adversely affect, the Seller, without the consent
of the Seller.

     SECTION 11. Characterization. The parties hereto agree that it is their
express intent that the conveyance contemplated by this Agreement be, and be
treated for all purposes as, a sale by the Seller of all the Seller's right,
title and interest in and to the Mortgage Loans. The parties hereto further



                                       14
<PAGE>



agree that it is not their intention that such conveyance be a pledge of the
Mortgage Loans by the Seller to secure a debt or other obligation of the Seller.
However, in the event that, notwithstanding the intent of the parties, the
Mortgage Loans are held to continue to be property of the Seller, then: (a) this
Agreement shall be deemed to be a security agreement under applicable law; (b)
the transfer of the Mortgage Loans provided for herein shall be deemed to be a
grant by the Seller to the Purchaser of a first priority security interest in
all of the Seller's right, title and interest in and to the Mortgage Loans and
all amounts payable to the holder(s) of the Mortgage Loans in accordance with
the terms thereof (other than scheduled payments of interest and principal due
on or before the Cut-off Date) and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its
interests in the Mortgage Loans as contemplated by Section 16 hereof shall be
deemed to be an assignment of any security interest created hereunder; (d) the
possession by the Purchaser of the related Mortgage Notes 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" for purposes of
perfecting the security interest under applicable law; and (e) notifications to,
and acknowledgments, receipts or confirmations from, persons or entities holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, bailees or agents (as applicable) of the Purchaser for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be a perfected security interest of first priority under applicable law and will
be maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement. In connection with the foregoing, the Seller authorizes the
Purchaser to execute and file such UCC financing statements as the Purchaser may
deem necessary or appropriate to accomplish the foregoing.

     SECTION 12. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement,
incorporated herein by reference or contained in the certificates of officers of
the Seller delivered pursuant hereto, shall remain operative and in full force
and effect and shall survive delivery of the Mortgage Loans by the Seller to the
Purchaser, notwithstanding any restrictive or qualified endorsement or
assignment in respect of any Mortgage Loan.

     SECTION 13. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or is held to be void or unenforceable in any
particular jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

     SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE
GOVERNED BY AND 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. TO THE FULLEST EXTENT



                                       15
<PAGE>


PERMITTED UNDER APPLICABLE LAW, THE PURCHASER AND THE SELLER HEREBY IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING
IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III)
WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM;
AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.

     SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.

     SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. In connection with its transfer
of the Mortgage Loans to the Trust as contemplated by the recitals hereto, CSFB
Mortgage Securities is expressly authorized to assign its rights and obligations
under this Agreement, in whole or in part, to the Trustee for the benefit of the
registered holders and beneficial owners of the Certificates. To the extent of
any such assignment, the Trustee, for the benefit of the registered holders and
beneficial owners of the Certificates, shall be the Purchaser hereunder. In
connection with the transfer of any Mortgage Loan by the Trust as contemplated
by the terms of the Pooling and Servicing Agreement, the Trustee, for the
benefit of the registered holders and beneficial owners of the Certificates, is
expressly authorized to assign its rights and obligations under this Agreement,
in whole or in part, to the transferee of such Mortgage Loan. To the extent of
any such assignment, such transferee shall be the Purchaser hereunder (but
solely with respect to such Mortgage Loan that was transferred to it). Subject
to the foregoing, this Agreement shall bind and inure to the benefit of and be
enforceable by the Seller and the Purchaser, and their respective successors and
permitted assigns.

     SECTION 17. Information. The Seller shall provide the Purchaser with such
information about the Seller, the Mortgage Loans and the Seller's underwriting
and servicing procedures as is (i) customary in commercial mortgage loan
securitization transactions, (ii) required by a Rating Agency or a governmental
agency or body or (iii) reasonably requested by the Purchaser for use in a
public or private disclosure document.

     SECTION 18. RESERVED.



                                       16
<PAGE>



     SECTION 19. Entire Agreement. Except as otherwise expressly contemplated
hereby, this Agreement constitutes the entire agreement and understanding of the
parties with respect to the matters addressed herein, and this Agreement
supersedes any prior agreements and/or understandings, written or oral, with
respect to such matters.

                            [SIGNATURE PAGE FOLLOWS]





                                       17
<PAGE>


     IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement
to be duly executed by their respective officers as of the day and year first
above written.

                                     KEYBANK NATIONAL ASSOCIATION


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

                                     CREDIT SUISSE FIRST BOSTON MORTGAGE
                                       SECURITIES CORP.


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


<PAGE>


<TABLE>
                                                              EXHIBIT A

                                                       MORTGAGE LOAN SCHEDULE

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001-CK6

                                                          DECEMBER 27, 2001


<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 Cargo   403 and 405  Glenn Drive          Sterling       VA       20164         Key
                    Center

 40                 Fleet Bank Building         One Bethlehem Plaza              Bethlehem       PA       18018         Key

 43                 R.E. Michel Company, Inc.   One Skywater Way                Glen Burnie      MD       21060         Key

 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 Center  3300 US Highway 24 East          Logansport      IN       46392         Key

 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





<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

<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%/4     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%/4     0.0525%

 43       7.7600%      Actual/360       50,197       07/01/1999         N/A         Yes        Lock/30_YM/24_Def/      0.0525%
                                                                                                    86_0%/4

 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%/4    0.0525%

 59       7.4000%      Actual/360       29,911       10/01/2001         N/A         Yes        Lock/27_Def/90_0%/4     0.0525%

</TABLE>
                                                                A-1

<PAGE>
<TABLE>
<CAPTION>


                                                                                                          ZIP        MORTGAGE
 #       CROSSED          PROPERTY NAME                    ADDRESS                  CITY        STATE     CODE       ORIGINATOR
---    -----------  -----------------------     ----------------------------    ----------      -----     -----      ----------
<S>      <C>        <C>                         <C>                             <C>              <C>      <C>           <C>
 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 Office    945-951 Hornet Drive             Hazelwood       MO       63042         Key
                    Building

 65                 Best Buy-Lafayette          5635 Johnston Street             Lafayette       LA       70503         Key

 66                 The Broadway Building       1200-1206 Pearl Street            Boulder        CO       80302         Key

 73                 Office Depot/Mattress       101 State Road 7                 Royal Palm      FL       33414         Key
                    Giant Building                                                 Beach

 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        CA       91730         Key
                                                                                 Cucamonga

 81                 Storage USA                 9831 Montgomery Boulevard NE    Albuquerque      NM       87111         Key

 82                 Best Buy-Benton Harbor      1550 Orchard Xing                  Benton        MI       49022         Key
                                                                                  Township

 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 Apartments   1414 Poplar Avenue              Murfreesboro     TN       37129         Key

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 Center   9640-9705 SW Sunshine Court      Beaverton       OR       97005         Key

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>
 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

 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>
 60      7.0100%      Actual/360       30,504       10/01/2001         N/A         Yes       Lock/27_Def/90_0%/4    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%/4    0.0525%


 65      7.7200%      Actual/360       28,566       10/01/2001     09/01/2013      Yes       Lock/27_Def/113_0%/4   0.0525%

 66      7.0000%      Actual/360       29,685       09/01/1998         N/A         No              N/A              0.0525%

 73      7.2500%      Actual/360       24,217       11/01/2001     10/01/2011      Yes       Lock/26_Def/90_0%/4    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%/4    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%/3    0.0525%


 96      7.5300%      Actual/360       15,428       11/01/2001         N/A         Yes       Lock/26_Def/91_0%/3    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%/3    0.0525%

102      7.8600%      Actual/360       14,679       09/01/2001         N/A         Yes       Lock/28_Def/89_0%/3    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>
                                                                A-2

<PAGE>

                                   EXHIBIT B-1

            REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER

     The Seller hereby represents and warrants that, as of the Closing Date:

     1. The Seller is a national banking association duly organized, validly
existing and in good standing under the laws of the United States.

     2. The execution and delivery by the Seller of, and the performance by the
Seller under, this Agreement, the execution (including, without limitation, by
facsimile or machine signature) and delivery of any and all documents
contemplated by this Agreement, including, without limitation, endorsements of
Mortgage Notes, and the consummation by the Seller of the transactions herein
contemplated, will not: (a) violate the Seller's organizational documents; or
(b) constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach of, any
indenture, agreement or other instrument to which the Seller is a party or by
which it is bound or which is applicable to it or any of its assets, which
default or breach, in the Seller's good faith and reasonable judgment, is likely
to affect materially and adversely either the ability of the Seller to perform
its obligations under this Agreement or the financial condition of the Seller.

     3. The Seller has full power and authority to enter into and perform under
this Agreement, has duly authorized the execution, delivery and performance of
this Agreement, and has duly executed and delivered this Agreement.

     4. The Seller has the full right, power and authority to sell, assign,
transfer, set over and convey the Mortgage Loans (and, in the event that the
related transaction is deemed to constitute a loan secured by all or part of the
Mortgage Loans, to pledge the Mortgage Loans) in accordance with, and under the
conditions set forth in, this Agreement.

     5. Assuming due authorization, execution and delivery hereof by the
Purchaser, this Agreement constitutes a valid, legal and binding obligation of
the Seller, enforceable against the Seller in accordance with the terms hereof,
subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally, and (b)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.

     6. The Seller is not in violation of, and its execution and delivery of
this Agreement and its performance under and compliance with the terms hereof
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 Seller's good
faith and reasonable judgment, is likely to affect materially and adversely
either the ability of the Seller to perform its obligations under this Agreement
or the financial condition of the Seller.

     7. There are no actions, suits or proceedings pending or, to the best of
the Seller's knowledge, threatened against the Seller which, if determined
adversely to the Seller, would prohibit the Seller from entering into this
Agreement or, in the Seller's good faith and reasonable judgment, would



                                     B-1-1
<PAGE>


be likely to affect materially and adversely either the ability of the Seller to
perform its obligations hereunder or the financial condition of the Seller.

     8. No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or body is
required for the consummation by the Seller of the transactions contemplated
herein, except for those consents, approvals, authorizations and orders that
previously have been obtained and those filings and registrations that
previously have been completed, and except for those filings and recordings of
Mortgage Loan documents and assignments thereof that are contemplated by the
Pooling and Servicing Agreement to be completed after the Closing Date.

     9. The transfer of the Mortgage Loans to the Purchaser as contemplated
herein is not subject to any bulk transfer or similar law in effect in any
applicable jurisdiction.

     10. The Mortgage Loans do not constitute all or substantially all of the
assets of the Seller.

     11. The Seller is not transferring the Mortgage Loans to the Purchaser with
any intent to hinder, delay or defraud its present or future creditors.

     12. The Seller will be solvent at all relevant times prior to, and will not
be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser,
as contemplated herein.

     13. After giving effect to its transfer of the Mortgage Loans to the
Purchaser, as provided herein, the value of the Seller's assets, either taken at
their present fair saleable value or at fair valuation, will exceed the amount
of the Seller's debts and obligations, including contingent and unliquidated
debts and obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct its
business.

     14. The Seller 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.

     15. No proceedings looking toward liquidation, dissolution or bankruptcy of
the Seller are pending or contemplated.

     16. In connection with its transfer of the Mortgage Loans to the Purchaser
as contemplated herein, the Seller is receiving new value and consideration
constituting at least reasonably equivalent value and fair consideration.



                                     B-1-2
<PAGE>


                                   EXHIBIT B-2

          REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER

     The Purchaser hereby represents and warrants that, as of the Closing Date:

     1. The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.

     2. The execution and delivery by the Purchaser of, and the performance by
the Purchaser under, this Agreement, and the consummation by the Purchaser of
transactions herein contemplated, will not: (a) violate the Purchaser's
organizational documents; or (b) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any indenture, agreement or other instrument to which the
Purchaser is a party or by which it is bound or which is applicable to it or any
of its assets, which default or breach, in the Purchaser's good faith and
reasonable judgment, is likely to affect materially and adversely either the
ability of the Purchaser to perform its obligations under this Agreement or the
financial condition of the Purchaser.

     3. The Purchaser has full power and authority to enter into and perform
under this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered this
Agreement.

     4. Assuming due authorization, execution and delivery hereof by the Seller,
this Agreement constitutes a valid, legal and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights
generally, and (b) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law.

     5. The Purchaser is not in violation of, and its execution and delivery of
this Agreement and its performance under and compliance with the terms hereof
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 Purchaser's good
faith and reasonable judgment, is likely to affect materially and adversely
either the ability of the Purchaser to perform its obligations under this
Agreement or the financial condition of the Purchaser.

     6. There are no actions, suits or proceedings pending or, to the best of
the Purchaser's knowledge, threatened against the Purchaser which, if determined
adversely to the Purchaser, would prohibit the Purchaser from entering into this
Agreement or, in the Purchaser's good faith and reasonable judgment, would be
likely to affect materially and adversely either the ability of the Purchaser to
perform its obligations hereunder or the financial condition of the Purchaser.

     7. No consent, approval, authorization or order of, or filing or
registration with, any state or federal court or governmental agency or body is
required for the consummation by the




                                     B-2-1
<PAGE>


Purchaser of the transactions contemplated herein, except for those consents,
approvals, authorizations and orders that previously have been obtained and
those filings and registrations that previously have been completed, and except
for those filings of Mortgage Loan documents and assignments thereof that are
contemplated by the Pooling and Servicing Agreement to be completed after the
Closing Date.



                                     B-2-2
<PAGE>

                                    EXHIBIT C

        REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOANS

     For purposes of these representations and warranties, the phrases "to the
knowledge of the Seller" or "to the Seller's knowledge" shall mean, except where
otherwise expressly set forth below, the actual state of knowledge of the Seller
or any servicer acting on its behalf regarding the matters referred to, in each
case: (i) after the Seller's having conducted such inquiry and due diligence
into such matters as would be customarily performed by prudent institutional
commercial or multifamily, as applicable, mortgage lenders, and in all events as
required by the Seller's underwriting standards, at the time of the Seller's
origination or acquisition of the particular Mortgage Loan; and (ii) subsequent
to such origination, utilizing the servicing and monitoring practices
customarily utilized by prudent commercial mortgage loan servicers with respect
to securitizable commercial or multifamily, as applicable, mortgage loans. Also
for purposes of these representations and warranties, the phrases "to the actual
knowledge of the Seller" or "to the Seller's actual knowledge" shall mean,
except where otherwise expressly set forth below, the actual state of knowledge
of the Seller or any servicer acting on its behalf without any express or
implied obligation to make inquiry. All information contained in documents which
are part of or required to be part of a Mortgage File shall be deemed to be
within the knowledge and the actual knowledge of the Seller. Wherever there is a
reference to receipt by, or possession of, the Seller of any information or
documents, or to any action taken by the Seller or not taken by the Seller or
its agents or employees, such reference shall include the receipt or possession
of such information or documents by, or the taking of such action or the not
taking such action by, either of the Seller or any servicer acting on its
behalf.

     The Seller hereby represents and warrants with respect to the Mortgage
Loans that, as of the date hereinbelow specified or, if no such date is
specified, as of the Closing Date:

     1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule with respect to the Mortgage Loans is true, complete (in accordance
with the requirements of this Agreement and the Pooling and Servicing Agreement)
and correct in all material respects as of the date of this Agreement and as of
the respective Due Dates for the Mortgage Loans in December 2001.

     2. Ownership of Mortgage Loans. Immediately prior to the transfer of the
Mortgage Loans to the Purchaser, the Seller had good title to, and was the sole
owner of, each Mortgage Loan. The Seller has full right, power and authority to
sell, transfer and assign each Mortgage Loan to, or at the direction of, the
Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights otherwise contemplated by this Agreement or
the Pooling and Servicing Agreement). Subject to the completion of the names and
addresses of the assignees and endorsees and any missing recording information
in all instruments of transfer or assignment and endorsements and the completion
of all recording and filing contemplated hereby and by the Pooling and Servicing
Agreement, the Seller will have validly and effectively conveyed to the
Purchaser all legal and beneficial interest in and to each Mortgage Loan free
and clear of any pledge, lien, charge, security interest or other encumbrance
(except for certain servicing rights otherwise contemplated by this Agreement or
the Pooling and Servicing Agreement). The sale of the Mortgage Loans to the
Purchaser or its designee does not require the Seller to obtain any governmental
or regulatory approval or consent that has not been obtained. Each



                                      C-1
<PAGE>



Mortgage Note is, or shall be as of the Closing Date, properly endorsed to the
Purchaser or its designee and each such endorsement is genuine.

     3. Payment Record. No scheduled payment of principal and interest due under
any Mortgage Loan on the Due Date in December 2001 or on any Due Date in the
twelve-month period immediately preceding the Due Date for such Mortgage Loan in
December 2001 was 30 days or more delinquent, without giving effect to any
applicable grace period.

     4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in Paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and/or encumbrances
(and there are no liens or encumbrances that are pari passu with the lien of
such Mortgage), except as described in Schedule C-4 hereto and except for the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, water charges, sewer rents and assessments not yet due and
payable; (b) covenants, conditions and restrictions, rights of way, easements
and other matters that are of public record and are referred to in the related
lender's title insurance policy (or, if not yet issued, referred to in a pro
forma title policy or title policy commitment meeting the requirements described
in Paragraph 8 below); (c) exceptions and exclusions specifically referred to in
the related lender's title insurance policy (or, if not yet issued, referred to
in a pro forma title policy or title policy commitment meeting the requirements
described in Paragraph 8 below); (d) other matters to which like properties are
commonly subject; (e) the rights of tenants (as tenants only) under leases
(including subleases) pertaining to the related Mortgaged Property; (f)
condominium declarations of record and identified in the related lender's title
insurance policy (or, if not yet issued, identified in a pro forma title policy
or title policy commitment meeting the requirements described in Paragraph 8
below); and (g) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in
the same Cross-Collateralized Group. With respect to each Mortgage Loan, such
Permitted Encumbrances do not, individually or in the aggregate, materially
interfere with the security intended to be provided by the related Mortgage, the
current principal use of the related Mortgaged Property or the ability of the
related Mortgaged Property to generate income sufficient to service such
Mortgage Loan. The related assignment of the Mortgage for each Mortgage Loan,
executed and delivered in favor of the Trustee, is in recordable form (but for
insertion of the name and address of the assignee and any related recording
information which is not yet available to the Seller) to validly and effectively
convey the assignor's interest therein and constitutes a legal, valid, binding
and, subject to the exceptions set forth in Paragraph 13 below, enforceable
assignment of such Mortgage from the relevant assignor to the Trustee.

     5. Assignment of Leases. The Mortgage File contains an assignment of leases
and rents (an "Assignment of Leases"), either as a separate instrument or
incorporated into the related Mortgage, which establishes and creates a valid,
subsisting and, subject to the exceptions set forth in Paragraph 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Borrower
described therein (except as described in Schedule C-5 hereto), except that a
license may have been granted to the related Borrower to exercise certain rights
and perform certain obligations of the lessor under the relevant lease or
leases, including, without limitation, the right to operate the related leased
property; and each assignor thereunder has the full right to assign the same.
The related assignment of any Assignment of Leases not included in a Mortgage,
executed and delivered in favor of the Trustee is in recordable form (but for
insertion of the name and address of the assignee and any related recording
information which is not yet available to the



                                      C-2
<PAGE>



Seller) to validly and effectively convey the assignor's interest therein and
constitutes a legal, valid, binding and, subject to the exceptions set forth in
Paragraph 13 below, enforceable assignment of such Assignment of Leases from the
relevant assignor to the Trustee.

     6. Mortgage Status; Waivers and Modifications. In the case of each Mortgage
Loan, except by a written instrument which has been delivered to the Purchaser
or its designee as a part of the related Mortgage File, (a) the related Mortgage
(including any amendments or supplements thereto included in the related
Mortgage File) has not been impaired, waived, modified, altered, satisfied,
canceled, subordinated or rescinded, (b) neither the related Mortgaged Property
(nor any portion thereof that has a material value or is material to the use or
operation of the related Mortgaged Property) has been released from the lien of
such Mortgage and (c) the related Borrower has not been released from its
obligations under such Mortgage, in whole or in material part. Except as
described on Schedule C-6 hereto, no alterations, waivers, modifications or
assumptions of any kind have been given, made or consented to by or on behalf of
the Seller since November 19, 2001. The Seller has not taken any affirmative
action that would cause the representations and warranties of the related
Borrower under the Mortgage Loan not to be true and correct in any material
respect.

     7. Condition of Property; Condemnation. In the case of each Mortgage Loan,
one or more engineering reports were prepared in connection with the origination
of such Mortgage Loan by an independent third-party engineering firm, and except
as set forth in such engineering report(s), the related Mortgaged Property is,
to the Seller's knowledge, in good repair, free and clear of any damage that
would materially and adversely affect its value as security for such Mortgage
Loan (except in any such case where an escrow of funds or insurance coverage
exists sufficient to effect the necessary repairs and maintenance); provided
that, if no engineer or architect physically visited the related Mortgaged
Property in connection with preparing and delivering such engineering report,
then the representation and warranty made in this sentence shall not be
qualified by "to the Seller's knowledge". As of origination of such Mortgage
Loan there was no proceeding pending, and subsequent to such date, the Seller
has not received actual notice of, any proceeding pending for the condemnation
of all or any material portion of the Mortgaged Property securing any Mortgage
Loan. If any of the engineering reports referred to above in this Paragraph 7
revealed any material damage or material deferred maintenance, then one of the
following is true: (a) the repairs and/or maintenance necessary to correct such
condition have been completed in all material respects; (b) an escrow of funds
is required or a letter of credit was obtained in an amount reasonably estimated
to be sufficient to complete the repairs and/or maintenance necessary to correct
such condition; or (c) the reasonable estimate of the cost to complete the
repairs and/or maintenance necessary to correct such condition represented no
more than 2% of the value of the related Mortgaged Property as reflected in an
appraisal conducted in connection with the origination of the subject Mortgage
Loan. As of the date of the origination of each Mortgage Loan: (a) all of the
material improvements on the related Mortgaged Property lay wholly within the
boundaries and, to the extent in effect at the time of construction, building
restriction lines of such property, except for encroachments that are insured
against by the lender's title insurance policy referred to in Paragraph 8 below
or that do not materially and adversely affect the value, marketability or
current principal use of such Mortgaged Property, and (b) no improvements on
adjoining properties encroached upon such Mortgaged Property so as to materially
and adversely affect the value or marketability of such Mortgaged Property,
except those encroachments that are insured against by the lender's title
insurance policy referred to in Paragraph 8 below.



                                      C-3
<PAGE>



     8. Title Insurance. The lien of each Mortgage securing a Mortgage Loan is
insured by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (except that if such policy
is yet to be issued, such insurance may be evidenced by a "marked up" pro forma
policy or title commitment in either case marked as binding and countersigned by
the title company or its authorized agent, either on its face or by an
acknowledged closing instruction or escrow letter) in the original principal
amount of such Mortgage Loan after all advances of principal, insuring the
originator of the related Mortgage Loan, its successors and assigns (as the sole
insured) that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances. Such Title
Policy (or, if it has yet to be issued, the coverage to be provided thereby) is
in full force and effect, all premiums thereon have been paid, the Seller has
made no claims thereunder and, to the Seller's actual knowledge, no prior holder
of the related Mortgage has made any claims thereunder and no claims have been
paid thereunder. The Seller has not, and to the Seller's actual knowledge, no
prior holder of the related Mortgage has, done, by act or omission, anything
that would materially impair the coverage under such Title Policy. Immediately
following the transfer and assignment of the related Mortgage Loan to the
Trustee (including endorsement and delivery of the related Mortgage Note to the
Purchaser and recording of the related Assignment of Mortgage in favor of the
Purchaser in the applicable real estate records), such Title Policy (or, if it
has yet to be issued, the coverage to be provided thereby) will inure to the
benefit of the Trustee without the consent of or notice to the insurer. Such
Title Policy contains no exclusion for any of the following circumstances, or it
affirmatively insures (unless the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available), (a) that the
related Mortgaged Property has access to a public road, and (b) that the area
shown on the survey, if any, reviewed or prepared in connection with the
origination of the related Mortgage Loan is the same as the property legally
described in the related Mortgage. Such Title Policy contains no exclusion
regarding the encroachment upon any material easements of any material permanent
improvements located at the related Mortgaged Property for which the grantee of
such easement has the ability to force removal of such improvement, or such
Title Policy affirmatively insures (unless the related Mortgaged Property is
located in a jurisdiction where such affirmative insurance is not available)
against losses caused by forced removal of any material permanent improvements
on the related Mortgaged Property that encroach upon any material easements.

     9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs or
other matters with respect to the related Mortgaged Property), and there is no
obligation for future advances with respect thereto. If the related Mortgage
Loan Documents include any requirements regarding (a) the completion of any
on-site or off-site improvements and (b) the disbursement of any funds escrowed
for such purpose, and if those requirements were to have been complied with on
or before the Closing Date, then such requirements have been complied with in
all material respects or such funds so escrowed have not been released except to
the extent specifically provided by the related Mortgage Loan Documents.

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



                                      C-4
<PAGE>



appointment of a receiver for the collection of rents or for the related
mortgagee to enter into possession to collect the rents if there is an event of
default under such Mortgage Loan.

     11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan is a
deed of trust, then (a) a trustee, duly qualified under applicable law to serve
as such, has either (i) been properly designated, has accepted such designation
and currently so serves or (ii) may be substituted in accordance with the
Mortgage and applicable law, and (b) no fees or expenses are payable to such
trustee by the Seller, the Depositor or any transferee thereof except for such
fees and expenses (all of which are the obligation of the related Borrower under
the related Mortgage Loan Documents) as would be payable in connection with a
trustee's sale after default by the related Borrower or in connection with any
full or partial release of the related Mortgaged Property or related security
for such Mortgage Loan.

     12. Environmental Conditions. (a) An environmental site assessment meeting
the requirements of the American Society for Testing and Materials and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the Mortgaged Property ("Environmental Report"), or an
update of such an assessment, was performed by a licensed (to the extent
required by applicable state law) independent third-party environmental
consulting firm with respect to each Mortgaged Property securing a Mortgage Loan
in connection with the origination of such Mortgage Loan and/or thereafter
updated such that such Environmental Report is dated no earlier than twelve
months prior to the Closing Date, (b) a copy of each such Environmental Report
has been delivered to the Purchaser, and (c) either: (i) no such Environmental
Report provides that as of the date of the report there is a material violation
of any applicable environmental laws with respect to any circumstances or
conditions relating to the related Mortgaged Property; or (ii) if any such
Environmental Report does reveal any such circumstances or conditions with
respect to the related Mortgaged Property and the same have not been
subsequently remediated in all material respects, then one or more of the
following are true--(A) one or more parties not related to or including the
related Borrower and collectively having financial resources reasonably
estimated to be adequate to cure the subject violation in all material respects,
were identified as the responsible party or parties for such condition or
circumstance and such condition or circumstance does not materially impair the
value of the Mortgaged Property, (B) the related Borrower was required to
provide additional security reasonably estimated to be adequate to cure the
subject violation in all material respects, (C) if and to the extent that such
condition or circumstances can, based upon the recommendation set forth in the
subject Environmental Report, be remediated or otherwise appropriately addressed
in all material respects through the implementation of an operations and
maintenance plan, the related Borrower was required to obtain and maintain an
operations and maintenance plan, (D) the related Borrower, or other responsible
party, provided a "no further action" letter or other evidence reasonably
acceptable to a reasonably prudent commercial mortgage lender that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
condition or circumstance, (E) such conditions or circumstances were
investigated further and based upon such additional investigation, an
independent third-party environmental consultant recommended no further
investigation or remediation, (F) the expenditure of funds reasonably estimated
to be necessary to effect such remediation is not greater than 2% of the
outstanding principal balance of the related Mortgage Loan, (G) there exists an
escrow of funds reasonably estimated to be sufficient for purposes of effecting
such remediation, (H) the related Mortgaged Property is identified on Schedule
C-12D and insured under a policy of insurance subject to reasonable per
occurrence and aggregate limits and a reasonable deductible, against certain
losses arising from such circumstances and conditions or (I) a party with
financial resources reasonably estimated to be adequate to cure the subject
violation in all material




                                      C-5
<PAGE>


respects provided a guaranty or indemnity to the related Borrower to cover the
costs of any required investigation, testing, monitoring or remediation. To the
Seller's actual knowledge, there are no significant or material circumstances or
conditions with respect to any Mortgaged Property not revealed in any such
Environmental Report, where obtained, or in any Borrower questionnaire delivered
to the Seller in connection with the issue of any related environmental
insurance policy, if applicable, that render such Mortgaged Property in material
violation of any applicable environmental laws. The Mortgage Loan Documents for
each Mortgage Loan require the related Borrower to comply in all material
respects with all applicable federal, state and local environmental laws and
regulations. The Seller has not taken any affirmative action which would cause
the Mortgaged Property securing any Mortgage Loan not to be in compliance with
all federal, state and local laws pertaining to environmental hazards. Each
Borrower represents and warrants in the related Mortgage Loan documents
generally to the effect that, except as set forth in certain specified
environmental reports and to the Borrower's knowledge, it has not used, caused
or permitted to exist and will not use, cause or permit to exist on the related
Mortgaged Property any hazardous materials in any manner which violates federal,
state or local laws, ordinances, regulations, orders, directives, or policies
governing the use, storage, treatment, transportation, manufacture, refinement,
handling, production or disposal of hazardous materials. Unless the related
Mortgaged Property is identified on Schedule C-12D, the related Borrower (or an
affiliate thereof) has agreed to indemnify, defend and hold the Seller and its
successors and assigns harmless from and against, or otherwise be liable for,
any and all losses resulting from a breach of environmental representations,
warranties or covenants given by the Borrower in connection with such Mortgage
Loan, generally including any and all losses, liabilities, damages, injuries,
penalties, fines, expenses and claims of any kind or nature whatsoever
(including without limitation, attorneys' fees and expenses) paid, incurred or
suffered by or asserted against, any such party resulting from such breach.

     13. Loan Document Status. Each Mortgage Note, Mortgage, and other agreement
executed by or on behalf of the related Borrower, or any guarantor of
non-recourse exceptions and environmental liability, with respect to each
Mortgage Loan is the legal, valid and binding obligation of the maker thereof
(subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except as
such enforcement may be limited by (i) bankruptcy, insolvency, reorganization,
fraudulent transfer and conveyance or other similar laws affecting the
enforcement of creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law), and except that certain provisions in such loan documents may be
further limited or rendered unenforceable by applicable law, but (subject to the
limitations set forth in the foregoing clauses (i) and (ii)) such limitations
will not render such loan documents invalid as a whole or substantially
interfere with the mortgagee's realization of the principal benefits and/or
security provided thereby. There is no right of rescission, offset, abatement,
diminution or valid defense or counterclaim available to the related Borrower
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby. The Seller
has no actual knowledge of any such rights, defenses or counterclaims having
been asserted.

     14. Insurance. Except in certain cases, where tenants, having a net worth
of at least $50,000,000 or an investment grade credit rating and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, and all improvements upon each Mortgaged
Property securing a Mortgage Loan are insured under a fire and extended perils
insurance policy included within the classification "All Risk of Physical Loss"
insurance (or the



                                      C-6
<PAGE>



equivalent) policy in an amount at least equal to the lesser of the outstanding
principal balance of such Mortgage Loan and 100% of the insurable replacement
cost of the improvements located on the related Mortgaged Property, and if
applicable, the related hazard insurance policy contains appropriate
endorsements to avoid the application of co-insurance and does not permit
reduction in insurance proceeds for depreciation. Each Mortgaged Property
securing a Mortgage Loan is the subject of a business interruption or rent loss
insurance policy providing coverage for at least twelve (12) months (or a
specified dollar amount which is reasonably estimated to cover no less than
twelve (12) months of rental income). If, based solely on a flood zone
certification or a survey of the related Mortgaged Property, any portion of the
improvements on a Mortgaged Property securing any Mortgage Loan was, at the time
of the origination of such Mortgage Loan, in an area identified in the Federal
Register by the Flood Emergency Management Agency as a special flood hazard area
(Zone A or Zone V) (an "SFH Area") and flood insurance was available, then a
flood insurance policy meeting the requirements of the then current guidelines
of the Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(1) the minimum amount required, under the terms of coverage, to compensate for
any damage or loss on a replacement basis, (2) the outstanding principal balance
of such Mortgage Loan, and (3) the maximum amount of insurance available under
the applicable National Flood Insurance Administration Program. All such hazard
and flood insurance policies contain a standard mortgagee clause for the benefit
of the holder of the related Mortgage, its successors and assigns, as mortgagee,
and are not terminable (nor may the amount of coverage provided thereunder be
reduced) without ten (10) days' prior written notice to the mortgagee; and no
such notice has been received, including any notice of nonpayment of premiums,
that has not been cured. Each Mortgaged Property and all improvements thereon
are also covered by comprehensive general liability insurance in such amounts as
are generally required by reasonably prudent commercial lenders for similar
properties and seismic insurance to the extent any Mortgaged Property has a
probable maximum loss of greater than twenty percent (20%) of the replacement
value of the related improvements, calculated using methodology acceptable to a
reasonably prudent commercial mortgage lender with respect to similar properties
in same area or earthquake zone. If the Mortgaged Property for any Mortgage Loan
is located in Florida or within 25 miles of the coast in Texas, Louisiana,
Mississippi, Alabama, Georgia, North Carolina or South Carolina, then such
Mortgaged Property is insured by windstorm insurance in an amount at least equal
to the lesser of (i) the outstanding principal balance of such Mortgage Loan and
(ii) 100% of the insurable replacement cost of the improvements located on the
related Mortgaged Property. If any Mortgaged Property is, to the Seller's
knowledge, a materially non-conforming use or structure under applicable zoning
laws and ordinances, then, in the event of a material casualty or destruction,
one or more of the following is true: (i) such Mortgaged Property may be
restored or repaired to materially the same extent of the use or structure at
the time of such casualty; (ii) such Mortgaged Property is covered by law and
ordinance insurance in an amount customarily required by reasonably prudent
commercial mortgage lenders; or (iii) the amount of hazard insurance currently
in place and required by the related Mortgage Loan Documents would generate
proceeds sufficient to pay off the subject Mortgage Loan. Additionally, for any
Mortgage Loan having a Cut-off Date Principal Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability rating from Standard & Poor's, Moody's or Fitch of not
less than A-minus (or the equivalent), or from A.M. Best of not less than "A:V"
(or the equivalent). With respect to each Mortgage Loan, the related Mortgage
Loan Documents require that the related Borrower or a tenant of such Borrower
maintain insurance as described above or permit the Mortgagee to require
insurance as described above. Except under circumstances set forth in the
related Mortgage Loan Documents that would be reasonably acceptable to a prudent
commercial mortgage lender or that would not otherwise materially and adversely
affect the security intended to be provided by the related



                                      C-7
<PAGE>




Mortgage, the Mortgage Loan Documents for each Mortgage Loan provide that
proceeds paid under any such casualty insurance policy will (or, at the lender's
option, will) be applied either to the repair or restoration of the related
Mortgaged Property or to the payment of amounts due under such Mortgage Loan;
provided that the related Mortgage Loan Documents may entitle the related
Borrower to any portion of such proceeds remaining after the repair or
restoration of the related Mortgaged Property or payment of amounts due under
the Mortgage Loan; and provided, further, that, if the related Borrower holds a
leasehold interest in the related Mortgaged Property, the application of such
proceeds will be subject to the terms of the related Ground Lease (as defined in
Paragraph 18 below). To the Seller's actual knowledge, all insurance policies
described above are with an insurance carrier qualified to write insurance in
the relevant jurisdiction and all insurance described above is in full force and
effect.

     15. Taxes and Assessments. As of the date of origination of the subject
Mortgage Loan or November 11, 2000, whichever is later, there were no (and, to
the Seller's actual knowledge, as of the Closing Date, there are no) delinquent
property taxes or assessments or other outstanding charges affecting any
Mortgaged Property securing a Mortgage Loan that are not otherwise covered by an
escrow of funds sufficient to pay such charge. For purposes of this
representation and warranty, real property taxes and assessments shall not be
considered delinquent until the date on which interest and/or penalties would be
payable thereon.

     16. Borrower Bankruptcy. No Mortgaged Property securing a Mortgage Loan is
the subject of, and no Borrower under a Mortgage Loan is a debtor in, any state
or federal bankruptcy, insolvency or similar proceeding.

     17. Local Law Compliance. To the Seller's knowledge, based upon a letter
from governmental authorities, a legal opinion, a zoning consultant's report, an
endorsement to the related Title Policy, or (when such would be acceptable to a
reasonably prudent commercial mortgage lender) a representation of the related
Borrower at the time of origination of the subject Mortgage Loan, or based on
such other due diligence considered reasonable by prudent commercial mortgage
lenders in the lending area where the subject Mortgaged Property is located, the
improvements located on or forming part of, and the existing use of, each
Mortgaged Property securing a Mortgage Loan are in material compliance with
applicable zoning laws and ordinances or constitute a legal non-conforming use
or structure (or, if any such improvement does not so comply and does not
constitute a legal non-conforming use or structure, such non-compliance and
failure does not materially and adversely affect the value of the related
Mortgaged Property as determined by the appraisal performed in connection with
the origination of such Mortgage Loan).

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

          (a) Such Ground Lease or a memorandum thereof has been or will be duly
     recorded; such Ground Lease permits the interest of the lessee thereunder
     to be encumbered by the related Mortgage and does not restrict the use of
     the related Mortgaged Property by such lessee, its successors or assigns in
     a manner that would materially adversely affect the security provided by
     the related Mortgage; to the extent required under such Ground Lease, the
     lessor under such Ground Lease has been sent notice of the lien of the
     related Mortgage in accordance with the provisions of such Ground Lease;



                                      C-8
<PAGE>




     and there has been no material change in the terms of such Ground Lease
     since its recordation, with the exception of material changes reflected in
     written instruments which are a part of the related Mortgage File;

          (b) The related lessee's leasehold interest in the portion of the
     related Mortgaged Property covered by such Ground Lease is not subject to
     any liens or encumbrances superior to, or of equal priority with, the
     related Mortgage, other than Permitted Encumbrances, and such Ground Lease
     provides that it shall remain superior to any mortgage or other lien upon
     the related Fee Interest;

          (c) The Borrower's interest in such Ground Lease is assignable to, and
     is thereafter further assignable by, the Purchaser upon notice to, but
     without the consent of, the lessor thereunder (or, if such consent is
     required, it has been obtained); provided that such Ground Lease has not
     been terminated and all defaults, if any, on the part of the related lessee
     have been cured;

          (d) Such Ground Lease is in full force and effect, and the Seller has
     not received, as of the Closing Date, actual notice that any material
     default has occurred under such Ground Lease;

          (e) Such Ground Lease requires the lessor thereunder to give notice of
     any default by the lessee to the mortgagee under such Mortgage Loan.
     Furthermore, such Ground Lease further provides that no notice of
     termination given under such Ground Lease is effective against the
     mortgagee under such Mortgage Loan unless a copy has been delivered to such
     mortgagee in the manner described in such Ground Lease;

          (f) The mortgagee under such Mortgage Loan is permitted a reasonable
     opportunity (including, where necessary, sufficient time to gain possession
     of the interest of the lessee under such Ground Lease) to cure any default
     under such Ground Lease, which is curable after the receipt of notice of
     any such default, before the lessor thereunder may terminate such Ground
     Lease;

          (g) Such Ground Lease has an original term (or an original term plus
     options exercisable by the holder of the related Mortgage) which extends
     not less than twenty (20) years beyond the end of the amortization term of
     such Mortgage Loan;

          (h) Such Ground Lease requires the lessor to enter into a new lease
     with a mortgagee upon termination of such Ground Lease as a result of a
     rejection of such Ground Lease in a bankruptcy proceeding involving the
     related Borrower unless the mortgagee under such Mortgage Loan fails to
     cure a default of the lessee under such Ground Lease following notice
     thereof from the lessor;

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



                                      C-9
<PAGE>



     the payment of the outstanding principal and interest on the Mortgage Loan
     (except as otherwise provided by applicable law) and subject to any rights
     to require the improvements to be rebuilt;

          (j) Such Ground Lease does not impose any restrictions on subletting
     which would be viewed as commercially unreasonable by a prudent commercial
     mortgage lender in the lending area where the related Mortgaged Property is
     located at the time of the origination of such Mortgage Loan;

          (k) The lessor under such Ground Lease is not permitted to disturb the
     possession, interest or quiet enjoyment of the lessee in the relevant
     portion of the Mortgaged Property subject to such Ground Lease for any
     reason, or in any manner, which would materially adversely affect the
     security provided by the related Mortgage; and

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

     19. Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code and Treasury regulation section
1.860G-2(a), and the related Mortgaged Property, if acquired in connection with
the default or imminent default of such Mortgage Loan, would constitute
"foreclosure property" within the meaning of Section 860G(a)(8).

     20. Advancement of Funds. The Seller has not (nor, to the Seller's actual
knowledge, has any prior holder of such Mortgage Loan) advanced funds, or
induced, solicited or knowingly received any advance of funds from a party other
than the owner of the related Mortgaged Property (or a tenant at or the property
manager of the related Mortgaged Property), for the payment of any amount
required by such Mortgage Loan, except for interest accruing from the date of
origination of such Mortgage Loan or the date of disbursement of the Mortgage
Loan proceeds, whichever is later, to the date which preceded by 30 days the
first due date under the related Mortgage Note.

     21. No Equity Interest, Equity Participation or Contingent Interest. No
Mortgage Loan contains any equity participation by the mortgagee thereunder, is
convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Borrower, has a shared appreciation feature,
provides for any contingent or additional interest in the form of participation
in the cash flow of the related Mortgaged Property, or provides for
interest-only payments without principal amortization for more than six months
or for the negative amortization of interest, except that, in the case of an ARD
Loan, such Mortgage Loan provides that, during the period commencing on or about
the related Anticipated Repayment Date and continuing until such Mortgage Loan
is paid in full, (a) additional interest shall accrue, may be compounded monthly
and shall be payable only after the outstanding principal of such Mortgage Loan
is paid in full, and (b) a portion of the cash flow generated by such Mortgaged
Property will be applied each month to pay down the principal balance thereof in
addition to the principal portion of the related Monthly Payment. Neither the
Seller nor any affiliate thereof has any obligation to make any capital
contribution to the Borrower under the Mortgage Loan or otherwise.

     22. Legal Proceedings. To the Seller's knowledge, as of origination of the
Mortgage Loan, there were no, and to the Seller's actual knowledge, as of the
Closing Date, there are no pending actions, suits, litigation or other
proceedings by or before any court or governmental authority against or
affecting the Borrower (or any guarantor to the extent a reasonably prudent
commercial or multifamily,



                                      C-10
<PAGE>


as applicable, mortgage lender would consider such guarantor material to the
underwriting of such Mortgage Loan) under any Mortgage Loan or the related
Mortgaged Property that, if determined adversely to such Borrower or Mortgaged
Property, would materially and adversely affect the value of the Mortgaged
Property as security for such Mortgage Loan, the Borrower's ability to pay
principal, interest or any other amounts due under such Mortgage Loan or the
ability of any such guarantor to meet its obligations.

     23. Other Mortgage Liens. None of the Mortgage Loans permits the related
Mortgaged Property or any direct controlling equity interest in the related
Borrower to be encumbered by any mortgage lien or, in the case of a direct
controlling equity interest in the related Borrower, a lien to secure any other
debt, without the prior written consent of the holder of the subject Mortgage
Loan or the satisfaction of debt service coverage or similar criteria specified
therein. To the Seller's knowledge, as of origination of the subject Mortgage
Loan, and to the Seller's actual knowledge, as of the Closing Date, except for
cases involving other Mortgage Loans, no Mortgaged Property securing the subject
Mortgage Loan is encumbered by any other mortgage liens (other than Permitted
Encumbrances) and no direct controlling equity interest in the related Borrower
is encumbered by a lien to secure any other debt. The related Mortgage Loan
Documents require the Borrower under each Mortgage Loan to pay all reasonable
costs and expenses related to any required consent to an encumbrance, including
reasonable legal fees and expenses and any applicable Rating Agency fees, or
would permit the subject mortgagee to withhold such consent if such costs and
expenses are not paid by a party other than such mortgagee.

     24. No Mechanics' Liens. To the Seller's knowledge, as of the origination
of the Mortgage Loan, and, to the Seller's actual knowledge, as of the Closing
Date: (i) each Mortgaged Property securing a Mortgage Loan (exclusive of any
related personal property) is free and clear of any and all mechanics' and
materialmen's liens that are prior or equal to the lien of the related Mortgage
and that are not bonded or escrowed for or covered by title insurance, and (ii)
no rights are outstanding that under law could give rise to any such lien that
would be prior or equal to the lien of the related Mortgage and that is not
bonded or escrowed for or covered by title insurance.

     25. Compliance with Usury Laws. Each Mortgage Loan complied with, or was
exempt from, all applicable usury laws in effect at its date of origination.

     26. Licenses and Permits. To the extent required by applicable law, each
Mortgage Loan requires the related Borrower to be qualified to do business, and
requires the related Borrower and the related Mortgaged Property to be in
material compliance with all regulations, licenses, permits, authorizations,
restrictive covenants and zoning and building laws, in each case to the extent
required by law or to the extent that the failure to be so qualified or in
compliance would have a material and adverse effect upon the enforceability of
the Mortgage Loan or upon the practical realization against the related
Mortgaged Property of the principal benefits of the security intended to be
provided thereby. To the Seller's knowledge, as of the date of origination of
each Mortgage Loan and based on any of: (i) a letter from governmental
authorities, (ii) a legal opinion, (iii) an endorsement to the related Title
Policy, (iv) a representation of the related Borrower at the time of origination
of such Mortgage Loan, (v) a zoning report from a zoning consultant, or (vi)
other due diligence that a reasonably prudent commercial mortgage lender would
customarily perform in the origination of comparable mortgage loans, the related
Borrower was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.



                                      C-11
<PAGE>




     27. Cross-Collateralization. No Mortgage Loan is cross-collateralized with
any loan which is outside the Mortgage Pool. With respect to any group of
cross-collateralized Mortgage Loans, the sum of the amounts of the respective
Mortgages recorded on the related Mortgaged Properties with respect to such
Mortgage Loans is at least equal to the total amount of such Mortgage Loans.

     28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage requires
the mortgagee to release all or any material portion of the related Mortgaged
Property from the lien of the related Mortgage except upon: (i) payment in full
of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Treas. Reg. Section
1.860G-2(a)(8)(i) in connection with a defeasance of the related Mortgage Loan;
provided that the Mortgage Loans that are Cross-Collateralized Mortgage Loans,
and the other individual Mortgage Loans secured by multiple parcels, may require
the respective mortgagee(s) to grant releases of material portions of the
related Mortgaged Property or the release of one or more related Mortgaged
Properties upon: (i) the satisfaction of certain legal and underwriting
requirements, (ii) the payment of a release price (in an amount that is at least
equal to 125% of the allocated loan amount for the released property or parcel)
and prepayment consideration in connection therewith or (iii) the delivery of
substitute real estate collateral. No release or partial release of any
Mortgaged Property, or any portion thereof, expressly permitted pursuant to the
terms of any Mortgage Note or Mortgage will constitute a significant
modification of the related Mortgage Loan under Treas. Reg. Section
1.860G-2(b)(2). Notwithstanding the foregoing, any Mortgage Loan may permit the
unconditional release of one or more unimproved parcels of land to which the
Seller did not give any material value in its underwriting of such Mortgage
Loan.

     29. Defeasance. With respect to any Mortgage Loan that contains a provision
for any defeasance of mortgage collateral (a "Defeasance Loan"), the related
Mortgage Note or Mortgage provides that the defeasance option is not exercisable
prior to a date that is at least two (2) years following the Closing Date and is
otherwise in compliance with applicable statutes, rules and regulations
governing REMICs; requires prior written notice to the holder of the Mortgage
Loan of the exercise of the defeasance option and payment by the Borrower of all
related reasonable fees, costs and expenses as set forth below; if the Borrower
would continue to own assets in addition to the defeasance collateral, requires,
or permits the lender to require, the Mortgage Loan (or the portion thereof
being defeased) to be assumed by a single-purpose entity; and requires counsel
to provide a legal opinion that the Trustee has a perfected security interest in
such collateral prior to any other claim or interest. In addition, each Mortgage
Loan that is a Defeasance Loan permits defeasance only with substitute
collateral constituting "government securities" within the meaning of Treas.
Reg. Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled
payments under the Mortgage Note (or the portion thereof being defeased) when
due, and in the case of ARD Loans, assuming the Anticipated Repayment Date is
the Maturity Date. The Mortgage Loan Documents for each Mortgage Loan provide
that such defeasance collateral shall consist solely of non-callable U.S.
Treasury securities or other non-callable securities backed by the full faith
and credit of the United States government. To the Seller's actual knowledge,
defeasance under the Mortgage Loan is only for the purpose of facilitating the
disposition of a Mortgaged Property and not as part of an arrangement to
collateralize a REMIC offering with obligations that are not real estate
mortgages. With respect to each Defeasance Loan, the related Mortgage Loan
Documents provide that the related Borrower shall (a) pay all Rating Agency fees
associated with defeasance (if rating confirmation is a specific condition
precedent thereto) and all other reasonable expenses associated with defeasance,
including, but not limited to, accountant's fees and opinions of counsel, or (b)
provide all opinions required under the related loan documents, including, if
applicable, a REMIC opinion and a perfection opinion and any applicable rating
agency letters



                                      C-12
<PAGE>



confirming no downgrade or qualification of ratings on any classes in the
transaction. Additionally, for any Mortgage Loan having a Cut-off Date Principal
Balance equal to or greater than $19,900,000, the Mortgage Loan or the related
documents require confirmation from the Rating Agency that exercise of the
defeasance option will not cause a downgrade or withdrawal of the rating
assigned to any securities backed by the Mortgage Loan and require the Borrower
to pay any Rating Agency fees and expenses.

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

     31. Inspection. The Seller, an affiliate of the Seller, or a correspondent
in the conduit funding program of the Seller, inspected, or caused the
inspection of, each Mortgaged Property securing a Mortgage Loan within twelve
(12) months of the Closing Date.

     32. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and, to the
Seller's actual knowledge, there is no event, other than payments due but not
yet 30 days' delinquent, that, with the passage of time or the giving of notice,
or both would constitute a material default, breach, violation or event of
acceleration) under the Mortgage Note or Mortgage for any Mortgage Loan;
provided, however, that this representation and warranty does not cover any
default, breach, violation or event of acceleration that specifically pertains
to or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Exhibit C.

     33. Due-on-Sale. The Mortgage for each Mortgage Loan contains a
"due-on-sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of such Mortgage Loan if, without the prior written
consent of the holder of such Mortgage, either the related Mortgaged Property,
or any direct controlling equity interest in the related Borrower, is
transferred or sold, other than by reason of family and estate planning
transfers, transfers of less than a controlling interest in the Borrower,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Borrower, transfers among affiliated Borrowers with respect to
cross-collateralized Mortgaged Loans or multi-property Mortgage Loans, transfers
among co-Borrowers or transfers of a similar nature to the foregoing meeting the
requirements of the Mortgage Loan. The related Mortgage Loan Documents require
the Borrower under each Mortgage Loan to pay all reasonable fees and expenses
associated with securing the consent or approval of the holder of the related
Mortgage for all actions requiring such consent or approval under the related
Mortgage, including the cost of counsel opinions relating to REMIC or other
securitization and tax issues, or require the payment of a specified fee or
fees, including a 1% assumption fee that would be applied to pay such fees and
expenses.

     34. Single Purpose Entity. Except as otherwise described on Schedule C-34
hereto, each Mortgage Loan with an original principal balance over $5,000,000.00
requires the related Borrower to be, at least for so long as the Mortgage Loan
is outstanding, and to the Seller's actual knowledge, the related Borrower is, a
Single-Purpose Entity. For this purpose, "Single-Purpose Entity" means a person,
other than an individual, which is formed or organized solely for the purpose of
owning and operating the related Mortgaged Property or Properties; does not
engage in any business unrelated to such Mortgaged Property or Properties and
the financing thereof; and whose organizational documents



                                      C-13
<PAGE>


provide, or which entity represented and covenanted in the related Mortgage Loan
Documents, substantially to the effect that such Borrower (i) does not and will
not have any material assets other than those related to its interest in such
Mortgaged Property or Properties or the financing thereof; (ii) does not and
will not have any indebtedness other than as permitted by the related Mortgage
or other related Mortgage Loan Documents; (iii) maintains its own books, records
and accounts, in each case which are separate and apart from the books, records
and accounts of any other person; and (iv) holds itself out as being a legal
entity, separate and apart from any other person. In addition, each Mortgage
Loan with a Cut-off Date Principal Balance of $20,000,000 or more, except as set
forth on Schedule C-34, the related Borrower's organizational documents provide
substantially to the effect that the Borrower shall: conduct business in its own
name; not guarantee or assume the debts or obligations of any other person; not
commingle its assets or funds with those of any other person; prepare separate
tax returns and financial statements, or if part of a consolidated group, be
shown as a separate member of such group; transact business with affiliates on
an arm's length basis; hold itself out as being a legal entity, separate and
apart from any other person, and such organizational documents further provide
substantially to the effect that: any dissolution and winding up or insolvency
filing for such entity is prohibited or requires the consent of an independent
director or member or the unanimous consent of all partners or members, as
applicable; such documents may not be amended with respect to the Single-Purpose
Entity requirements without the approval of the mortgagee or rating agencies;
the Borrower shall have an outside independent director or member. The Seller
has obtained, with respect to each Mortgage Loan having a Cut-off Date Principal
Balance of $20,000,000 or more, in connection with its origination or
acquisition thereof, a counsel's opinion regarding non-consolidation of the
Borrower in any insolvency proceeding involving any other party. To the Seller's
actual knowledge, each Borrower has fully complied with the requirements of the
related Mortgage Note and Mortgage and the Borrower's organizational documents
regarding Single-Purpose-Entity status. The organization documents of any
Borrower on a Mortgage Loan having a Cut-off Date Principal Balance of
$20,000,000 or more that is a single member limited liability company, provide
that the Borrower shall not dissolve or liquidate upon the bankruptcy,
dissolution, liquidation or death of the sole member. Any such single member
limited liability company Borrower is organized in jurisdictions that provide
for such continued existence, and the Seller has obtained, in connection with
its origination or acquisition of the subject Mortgage Loan, an opinion of such
Borrower's counsel confirming such continued existence and that the applicable
law provides that creditors of the single member may only attach the assets of
the member including the membership interests in the Borrower but not the assets
of the Borrower.

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

     36. Tax Parcels. Except as described on Schedule C-36 of this Agreement,
each Mortgaged Property constitutes one or more complete separate tax lots
containing no other property, or is subject to an endorsement under the related
Title Policy insuring same, or an application for the creation of separate tax
lots complying in all respects with the applicable laws and requirements of the
applicable governing authority has been made and approved by the applicable
governing authority and such separate tax lots shall be effective for the next
tax year.

     37. ARD Loans. Each Mortgage Loan which is an ARD Loan commenced amortizing
on its initial scheduled Due Date, and provides that: (i) its Mortgage Rate will
increase by at least two (2) percentage points in connection with the passage of
its Anticipated Repayment Date; (ii) its Anticipated Repayment Date is not less
than seven (7) years following the origination of such Mortgage



                                      C-14
<PAGE>


Loan; (iii) no later than the related Anticipated Repayment Date, the related
Borrower is required (if it has not previously done so) to enter into a "lockbox
agreement" whereby all revenue from the related Mortgaged Property shall be
deposited directly into a designated account controlled by the Master Servicer;
and (iv) any net cash flow from the related Mortgaged Property that is applied
to amortize such Mortgage Loan following its Anticipated Repayment Date shall,
to the extent such net cash flow is in excess of the scheduled principal and
interest payment payable therefrom, be net of budgeted and discretionary
(servicer approved) capital expenditures.

     38. Security Interests. The security agreements, financing statements or
other instruments, if any, related to the Mortgage Loan establish and create,
and a UCC financing statement has been filed and/or recorded in all places
required by applicable law for the perfection of (to the extent that the filing
of such a UCC financing statement can perfect such a security interest), a valid
security interest in the personal property granted under such Mortgage (and any
related security agreement), which in all cases includes elevators and all
Borrower-owned furniture, fixtures and equipment material to the operation and
use of the Mortgaged Property as presently operated (except as described in
Schedule C-38, where the personal property is that of the guarantor rather than
the related borrower), and if such Mortgaged Property is a hotel operated by the
related Borrower, then such personal property constitutes such portion of the
material personal property required to operate the Borrower's business as the
Seller considered appropriate in light of its underwriting standards; any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a valid
and enforceable lien and security interest on the property described therein
(subject to the exceptions set forth in Paragraph 13 above), which lien/security
interest shall, in the case of (i) elevators at all Mortgaged Properties having
the same and (ii) all Borrower-owned furniture, fixtures and equipment at
Borrower operated hotel properties, be a first priority lien/security interest
except for certain personal property subject to purchase money security
interests and personal property leases. In the case of any Mortgage Loan secured
by a hotel, the related loan documents contain such provisions as are necessary
and UCC Financing Statements have been filed as necessary, in each case, to
perfect a valid first priority security interest in the related revenues with
respect to such Mortgaged Property. An assignment of each UCC financing
statement relating to the Mortgage Loan has been executed by the Seller in blank
which the Purchaser or Trustee, as applicable, or its designee is authorized to
complete and to file in the filing office in which such financing statement was
filed and such assignment, but for the insertion of the name of the assignee and
any related information which is not yet available to the Seller and subject to
the exceptions set forth in Paragraph 13 above, constitutes a legal, valid and
binding assignment from the Seller to the assignee. Each Mortgage Loan and the
related Mortgage (along with any security agreement and UCC financing
statement), together with applicable state law, contain customary and
enforceable provisions such as to render the rights and remedies of the holders
thereof adequate for the practical realization against the personal property
described above, and the principal benefits of the security intended to be
provided thereby.

     39. Disclosure to Environmental Insurer and Other Matters. If the Mortgaged
Property securing any Mortgage Loan is covered by a secured creditor impaired
property policy, then the Seller:

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



                                      C-15
<PAGE>


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

in each case to the extent required by such policy or to the extent the failure
to make any such disclosure or deliver any such report would materially and
adversely affect the Purchaser's ability to recover under such policy. If the
Mortgaged Property securing any Mortgage Loan is covered by a secured creditor
impaired property policy, then: (x) all premiums for such insurance have been
paid; (y) such insurance is in full force and effect; and (z) (i) an
environmental report, a property condition report or an engineering report was
prepared that included an assessment for lead based paint ("LBP") (in the case
of a multifamily property built prior to 1978), asbestos containing materials
("ACM") (in the case of any property built prior to 1985) and radon gas ("RG")
(in the case of a multifamily property) at such Mortgaged Property and (ii) if
such report disclosed the existence of a material and adverse LBP, ACM or RG
environmental condition or circumstance affecting such Mortgaged Property, then
(A) the related Borrower was required to remediate such condition or
circumstance prior to the closing of the subject Mortgage Loan, or (B) the
related Borrower was required to provide additional security reasonably
estimated to be adequate to cure such condition or circumstance, or (C) the
related Mortgage Loan documents require the related Borrower to establish an
operations and maintenance plan with respect to such condition or circumstance
after the closing of such Mortgage Loan. If the Mortgage Loan is listed on
Schedule C-12D and the environmental insurance for such Mortgage Loan is not a
secured creditor policy but was required to be obtained by the Borrower, then
the holder of the Mortgage Loan is entitled to be an additional insured under
such policy, all premiums have been paid, such insurance is in full force and
effect and, to the Seller's knowledge, the Borrower has made the disclosures and
complied with the requirements of clauses (a) and (b) of this Paragraph 39.

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

     41. Operating Statements. Except for the Mortgage Loans with an initial
principal balance less than $3,000,000, which may only require annual
statements, and except as set forth on Schedule C-41, each Mortgage Loan
requires the Borrower, in some cases only at the request of the holder of the
related Mortgage, to provide the owner or holder of the related Mortgage with at
least quarterly and annual operating statements, rent rolls (if there is more
than one tenant) and related information and annual financial statements, which
annual financial statements with respect to each Mortgage Loan with an original
principal balance greater than $20 million shall be audited (or prepared and
certified) by an independent certified public accountant upon the request of the
holder of the related Mortgage.

     42. Servicing Rights. Except as otherwise contemplated in this Agreement or
the Pooling and Servicing Agreement, no Person has been granted or conveyed the
right to service any Mortgage Loan or receive any consideration in connection
therewith.

     43. Recourse. Each Mortgage Loan is non-recourse; provided that, except as
described on Schedule C-43 or for Mortgage Loans with a Cut-off Date Principal
Balance of less than $5,000,000, the Borrower and either a principal of the
Borrower or other individual guarantor, with assets other than any interest in
the Borrower, is liable in the event of (i) fraud or material intentional
misrepresentation, (ii) misapplication or misappropriation of rents, insurance
payments, condemnation



                                      C-16
<PAGE>


awards or tenant security deposits, (iii) violation of applicable environmental
laws or breaches of environmental covenants or (iv) the filing of a voluntary
bankruptcy or insolvency proceeding by the Borrower; and provided, further,
that, with respect to clause (iii) of the preceding proviso, an indemnification
against losses related to such violations or environmental insurance shall
satisfy such requirement. No waiver of liability for such non-recourse
exceptions has been granted to the Borrower or any such guarantor or principal
by the Seller or anyone acting on behalf of the Seller.

     44. Assignment of Collateral. There is no material collateral securing any
Mortgage Loan that has not been assigned to the Purchaser.

     45. Fee Simple or Leasehold Interests. The interest of the related Borrower
(or, in the case of Mortgage Loan described in Schedule C-45, the related
guarantor) in the Mortgaged Property securing each Mortgage Loan includes a fee
simple and/or leasehold estate or interest in real property and the improvements
thereon.

     46. Servicing. The servicing and collection practices used with respect to
each Mortgage Loan in all material respects have met customary standards
utilized by prudent commercial mortgage loan servicers with respect to whole
loans.

     47. Originator's Authorization To Do Business. To the extent required under
applicable law, as of the Mortgage Loan's funding date and at all times when it
held such Mortgage Loan, the originator of each Mortgage Loan was authorized to
do business in the jurisdiction in which the related Mortgaged Property is
located, except where the failure to be so authorized does not adversely affect
the enforceability of such Mortgage Loan.

     48. No Fraud In Origination. In the origination of the Mortgage Loan,
neither the originator nor any employee or agent of the Seller or the
originator, participated in any fraud or intentional material misrepresentation
with respect to the Borrower, the Mortgaged Property or any guarantor. To the
Seller's actual knowledge, no Borrower is guilty of defrauding or making an
intentional material misrepresentation to the Seller or originator with respect
to the origination of the Mortgage Loan, the Borrower or the Mortgaged Property.

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

     50. Jurisdiction of Organization. Each Borrower under a Mortgage Loan was
organized under the laws of the United States or the laws of a jurisdiction
located within the United States, its territories and possessions.

     51. Borrower Concentration. No single Borrower or group of affiliated
Borrowers is/are the obligor(s) under any one or more Mortgage Loans with a
Cut-off Date Principal Balance of $50,000,000 or more.



                                      C-17
<PAGE>


     52. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan Documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of the
Seller or its agents (which shall include the Master Servicer). All such escrow
deposits which are required for the administration and servicing of such
Mortgage Loan are conveyed hereunder to the Purchaser.

     53. Access. The Mortgaged Property securing each Mortgage Loan is located
on or adjacent to a public road, or has access to an irrevocable easement
permitting ingress and egress.





                                      C-18
<PAGE>


                                  SCHEDULE C-4

                             LIEN; VALID ASSIGNMENT

     The Mortgaged Property for Loan No. 15129/Ashland Town Center is subject to
an easement for a culvert through which water overflow from a creek running off
the Ohio River passes under the improved portion of the Mortgaged Property. The
related Borrower is responsible for the maintenance and repair of the culvert
under the direction and supervision of the Army Corps of Engineers, which
oversaw the construction of the culvert. Any damage or loss to the Mortgaged
Property or the interest of the mortgagee in the Mortgage Loan resulting from
the existence or failure of the culvert is the responsibility of the related
Borrower and the key principal guarantor pursuant to the non-recourse carve out
provisions of the related Mortgage Note and a carve out guaranty agreement,
respectively.



                                      C-19
<PAGE>


                                  SCHEDULE C-5

                         ASSIGNMENT OF LEASES AND RENTS

     Loan No. 14156/Laurel Gardens Food Lion is a Maryland "indemnity deed of
trust" transaction and as such, the Assignment of Leases is executed by a
guarantor rather than the related Borrower. Such instrument creates a lien on
and grants a security interest in such guarantor's property, rights and
interests described therein rather than any property, rights and interests of
the related Borrower.



                                      C-20
<PAGE>


                                  SCHEDULE C-6

                   MORTGAGE STATUS; WAIVERS AND MODIFICATIONS

     The related Mortgage for Loan No. 15129/Ashland Town Center was modified
pursuant to a Modification Agreement dated as of November 15, 2001.
Additionally, the Collection and Disbursement Agreement for such loan was
amended and restated as of October 15, 2001 and a corresponding modification of
the related Tenant Improvement/Leasing Commission Escrow and Security Agreement
was accomplished pursuant to a Modification of Tenant Improvement/Leasing
Commission Escrow and Security Agreement dated as of December 21, 2001.

     A Modification Agreement with respect to the related Mortgage Note and
Mortgage for Loan No. 4159853/Kaysville Country Apartments was entered into as
of December 12, 2001.

     A Modification Agreement with respect to the related Mortgage Note for Loan
No. 10317/Michel Industrial was entered into as of December 7, 2001.

     A Modification Agreement with respect to the related Mortgage for Loan No.
4160932/Cass Plaza Shopping Center is pending.

     A Lost Note Affidavit and Indemnity has been prepared and delivered to the
Trustee with respect to Loan No. 4160011/Eastlake Village Apartments.





                                      C-21
<PAGE>


                                 SCHEDULE C-12D

                             ENVIRONMENTAL INSURANCE

     The Mortgaged Properties related to the following Mortgage Loans are
insured under a policy of environmental insurance of the type described in this
Agreement:

     The Loan No. 14117/Office Depot-Memphis

     Loan No. 15129/Ashland Town Center

     Loan No. 41623231/Richmond Center



                                      C-22
<PAGE>


                                  SCHEDULE C-34

                              SINGLE PURPOSE ENTITY

     With respect to Loan No. 15129/Ashland Town Center, the related Mortgage
provides that the related borrower may incur indebtedness in addition to (i) the
related Mortgage Loan and (ii) trade payables due and payable within 30 days,
provided:

          a.   such additional indebtedness is incurred for assets related to
               the operation of the related Mortgaged Property;

          b.   the combined amount of such additional indebtedness shall be no
               more than $100,000 or require lease payments of no more than
               $50,000 per annum;

          c.   such additional indebtedness shall not create a lien on the
               related Mortgaged Property; and

          d.   such additional indebtedness must at all times be a
               "non-recourse" obligation of the borrower, and if at any time the
               additional indebtedness becomes a "recourse" obligation, the
               related Mortgage Loan shall automatically become the "recourse"
               obligation of the related Borrower.



                                      C-23
<PAGE>


                                  SCHEDULE C-36

                                   TAX PARCELS

     With respect to Loan No. 14707/Centennial Plaza, the tax parcel
identification number for the related Mortgaged Property includes other
property. The related Mortgage requires the related Borrower to escrow funds
sufficient to pay the taxes for all property that is included in the tax parcel
until a separate tax identification number is obtained for the related Mortgaged
Property.



                                      C-24
<PAGE>


                                  SCHEDULE C-38

                               SECURITY INTERESTS

     Loan No. 14156/Laurel Gardens Food Lion is a Maryland "indemnity deed of
trust" transaction and as such, a security interest was granted in personal
property under the related Mortgage, but such personal property is that of the
guarantor rather than the related Borrower.



                                      C-25
<PAGE>


                                  SCHEDULE C-41

                              OPERATING STATEMENTS

     With the exception of Loan Nos. 4159632, 4159659, 4159853, 4160011,
4160932, 4162293, 4162307, 4162323, 4162765 and 10317, none of the Mortgage
Loans require the delivery of an annual financial statement of the related
Borrower, but do require the delivery of an annual balance sheet of the related
Borrower.

     Loan No. 4159632/Countryside Station, provides that after securitization,
only annual rent rolls and operating statements are required to be delivered
rather than quarterly rent rolls and operating statements.

     Loan Nos. 14777/Belmont Apartments and 15129/Ashland Town Center do not
require the delivery of annual financial statements audited (or prepared and
certified) by an independent certified public accountant upon request of the
holder of the related Mortgage, but do require annual balance sheets and
operating statements to be certified by the related Borrower's chief financial
officer or other person acceptable to the holder of the related Mortgage.



                                      C-26
<PAGE>


                                  SCHEDULE C-43

                                    RECOURSE

     Loan Nos. 12691, 14205 and 15129 do not provide for recourse liability in
the event of a voluntary bankruptcy of the related Borrower.





                                      C-27
<PAGE>

                                  SCHEDULE C-45

                        FEE SIMPLE OR LEASEHOLD INTERESTS

     Loan No. 14153/Laurel Gardens Food Lion is a Maryland "indemnity deed of
trust" transaction and as such, the fee simple interest in the related Mortgaged
Property of a related guarantor, rather than the related Borrower, secures the
related Mortgage Loan.



                                      C-28
<PAGE>


                                   EXHIBIT D-1

  FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE SELLER


                          KEYBANK NATIONAL ASSOCIATION

                        ASSISTANT SECRETARY'S CERTIFICATE

     I, Steven N. Bulloch, hereby certify that I am a duly appointed Assistant
Secretary of KeyBank National Association, a national banking association (the
"Bank"), and further certify as follows:

          1. Attached hereto as Attachment A are true, correct and complete
     copies of the Articles of Association and the By-Laws of the Bank, which
     are in full force and effect on the date hereof.

          2. Attached hereto as Attachment B are the resolutions of the board of
     directors of the Bank authorizing and approving the Bank's execution,
     delivery and performance of (a) the Mortgage Loan Purchase Agreement, dated
     as of December 1, 2001 (the "Mortgage Loan Purchase Agreement"), between
     Credit Suisse First Boston Mortgage Securities Corp., as purchaser and the
     Bank, as seller, and (b) the corresponding Indemnification Agreement
     referred to in the Mortgage Loan Purchase Agreement (the "Indemnification
     Agreement"). Such resolutions are in full force and effect on the date
     hereof and do not conflict with any other resolutions of the board of
     directors of the Bank in effect on the date hereof.

          3. Attached hereto as Attachment C is a certificate of good standing
     with respect to the Bank issued by the Comptroller of the Currency within
     30 days of the date hereof and no event (including, without limitation, any
     act or omission on the part of the Bank) has occurred since the date
     thereof that has affected the good standing of the Bank under the laws of
     the United States of America.

          4. Each person who, as an officer or representative of the Bank,
     signed the Mortgage Loan Purchase Agreement, the Indemnification Agreement
     or any other document or certificate delivered by or on behalf of the Bank
     prior hereto or on the date hereof in connection with the transactions
     contemplated in the Mortgage Loan Purchase Agreement and/or the
     Indemnification Agreement, was, at the respective times of such signing and
     delivery, and is as of the date hereof, duly elected or appointed,
     qualified and acting as such officer or representative, and the signature
     of each such person appearing on any such documents is his or her genuine
     signature.



                                     D-1-1
<PAGE>



     Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Mortgage Loan Purchase Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this certificate as of
December __, 2001.

                                     By:
                                          --------------------------------------
                                     Name:  Steven N. Bulloch
                                     Title:  Assistant Secretary




                                     D-1-2
<PAGE>


                                  ATTACHMENT A

                 ARTICLES OF ASSOCIATION AND BY-LAWS OF THE BANK



                                     D-1-3
<PAGE>


                                  ATTACHMENT B

                             RESOLUTIONS OF THE BANK




                                     D-1-4
<PAGE>


                                  ATTACHMENT C

                        OCC CERTIFICATE OF GOOD STANDING



                                     D-1-5
<PAGE>


                                   EXHIBIT D-2

                      FORM OF CERTIFICATE OF THE SECRETARY

                          KEYBANK NATIONAL ASSOCIATION

                              OFFICER'S CERTIFICATE

     In connection with the execution and delivery by KeyBank National
Association (the "Bank") of, and the consummation of the various transactions
contemplated by, that certain Mortgage Loan Purchase Agreement (the "Mortgage
Loan Purchase Agreement"), dated as of December 1, 2001, between Credit Suisse
First Boston Mortgage Securities Corp., as purchaser, and the Bank, as seller,
and the corresponding Indemnification Agreement referred to in the Mortgage Loan
Purchase Agreement (the "Indemnification Agreement"; and, together with the
Mortgage Loan Purchase Agreement, the "Agreements") the undersigned hereby
certifies that (i) the representations and warranties of the Bank in the
Agreements are true and correct in all material respects at and as of the date
hereof (or, in the case of any particular representation and warranty set forth
in Exhibit C to the Mortgage Loan Purchase Agreement, as of such other date
specifically set forth in such representation and warranty) with the same effect
as if made on the date hereof (or, in the case of any particular representation
and warranty set forth in Exhibit C to the Mortgage Loan Purchase Agreement, on
such other date specifically set forth in such representation and warranty), and
(ii) the Bank has, in all material respects, complied with all the agreements
and satisfied all the conditions on its part required under the Agreements to be
performed or satisfied at or prior to the date hereof. Capitalized terms used
but not defined herein shall have the respective meanings assigned to them in
the Mortgage Loan Purchase Agreement.

     Certified as of the ___ day of December 2001.




                                 KEYBANK NATIONAL ASSOCIATION

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





                                     D-2-1
<PAGE>


                                   EXHIBIT D-3

               FORM OF OPINION OF IN-HOUSE COUNSEL, TO THE SELLER
                            PURSUANT TO SECTION 7(VI)

                                December 27, 2001

Moody's Investors Service, Inc.               Standard & Poor's Ratings Services
99 Church Street                              55 Water Street
New York, NY  10007                           New York, NY  10041-0003


McDonald Investments Inc.                     Wells Fargo Bank Minnesota, N.A.
800 Superior Avenue, 17th Flr.                45 Broadway, 12th Flr.
Cleveland, OH  44114                          New York, NY  10006


Credit Suisse First Boston                    Credit Suisse First Boston
   Corporation                                    Mortgage Securities Corp.
11 Madison Avenue                             11 Madison Avenue
New York, NY 10010                            New York, NY  10010


Salomon Smith Barney, Inc.
388 Greenwich Street
New York, NY 10013

       Re: Credit Suisse First Boston Mortgage Securities Corp. Series 2001-CK6
           --------------------------------------------------------------------

Ladies and Gentlemen:

     As Senior Vice President and Associate General Counsel of KeyBank National
Association, a national banking association (the "Bank"), I have acted as
counsel to the Bank in connection with the negotiation, execution and delivery
by the Bank of the agreements listed below.

     In that regard, I or attorneys working under my direction have examined and
relied upon originals or copies, certified or otherwise identified to my
satisfaction as being true copies of all such records of the Bank, all such
agreements, certificates and other documents as I have deemed necessary as a
basis for the opinions set forth herein, including the following agreements
executed in connection with the above referenced securities:

          1. The Mortgage Loan Purchase Agreement between the Bank and Credit
     Suisse First Boston Mortgage Securities Corp. ("CSFBMSC");

          2. The Mortgage Loan Seller Indemnification Agreement among the Bank,
     CSFBMSC and Credit Suisse First Boston Corporation, as Representative of
     the Underwriters and Initial Purchaser.



                                     D-3-1
<PAGE>


     The agreements listed in items 1 and 2 above are collectively referenced
herein as the "Agreements."

     In such examination, I or such attorneys working under my direction have
assumed the genuineness of all signatures other than those signatures for the
Bank, the legal capacity of all natural persons, the authenticity of all
documents submitted to me as originals, and the conformity to authentic original
documents of all documents submitted to me as certified or photostatic copies. I
or such attorneys have investigated such questions of law for the purpose of
rendering these opinions as I have deemed necessary.

     Based on the foregoing, and subject to the limitations and qualifications
set forth below, I am of the opinion that:

          (a) the Bank has been duly organized and is validly existing as a
     national banking association in good standing under the laws of the United
     States of America, with corporate power and authority to own its properties
     and to conduct its business as now conducted by it and to enter into and
     perform its obligations under the Agreements it is a party to;

          (b) the Agreements have been duly and validly authorized, executed and
     delivered by the Bank;

          (c) neither the execution and delivery by the Bank of the Agreements,
     nor the consummation by the Bank of the transactions contemplated by the
     Agreements, nor the performance by the Bank of its obligations thereunder
     will result in a material breach or violation of, or constitute a material
     default under (i) the Articles of Association or by-laws, as amended, of
     the Bank, (ii) the terms of applicable current provisions of statutory law
     or regulation, (iii) any existing obligation of the Bank under any
     indenture, agreement, or instrument actually known to me, after reasonable
     investigation, which breach, violation or default would reasonably be
     expected to have a material adverse effect on the condition of the Bank,
     financial or otherwise, or adversely affect the transactions contemplated
     by, or the Bank's performance of its obligations under, the Agreements or
     (iv) the terms of any order, writ, judgement or decree actually known to me
     after reasonable investigation, issued by a court of competent jurisdiction
     and specifically directed to the Bank or its property;

          (d) no consent, approval or authorization of, or filing with, any
     governmental agency or body is required of the Bank in connection with its
     execution, delivery and performance of the Agreements, except such
     consents, approvals or authorizations as have been obtained or such filings
     as have been made; and

          (e) to my actual knowledge, after reasonable investigation, there are
     no actions, proceedings or investigations pending or threatened against the
     Bank before any court, administrative agency, or tribunal (i) asserting the
     invalidity of any of the Agreements, (ii) seeking to prevent the
     consummation of any of the transactions contemplated by any of the
     Agreements, or (iii) that could reasonably be expected to materially and
     adversely affect the enforceability of any of the Agreements against the
     Bank or the ability of the Bank to perform its obligations thereunder.



                                     D-3-2
<PAGE>



     For purposes of this opinion letter, I have assumed that (i) the Agreements
have been duly executed and delivered by all parties thereto (other than the
Bank) and are valid and binding upon and enforceable against such parties (other
than the Bank), subject to applicable bankruptcy, insolvency, moratorium,
fraudulent conveyance and other similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto and (ii) there has
been no mutual mistake of fact or misunderstanding, fraud, duress, or undue
influence.

     The opinions expressed above are limited to Federal law and the laws of the
State of Ohio.

     This opinion is rendered solely to the addressees hereof, for their use in
connection with the transactions contemplated herein and may not be relied upon
for any other purpose or by any other person.

                                        Very truly yours,


                                        Robert C. Bowes
                                        Senior Vice President and
                                        Associate General Counsel



                                     D-3-3
<PAGE>


                                   EXHIBIT D-4

       FORM OF OPINION OF PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP,
           SPECIAL COUNSEL TO THE SELLER, PURSUANT TO SECTION 7(VII)

                                December 27, 2001

Credit Suisse First Boston Corporation       Wells Fargo Bank Minnesota, N.A.
11 Madison Avenue                            45 Broadway, 12th Floor
New York, NY 10010                           New York, NY 10006


Credit Suisse First Boston Mortgage          McDonald Investments Inc.
Securities Corp.                             800 Superior Avenue
11 Madison Avenue                            Cleveland, OH 44114
New York, NY 10010


Moody's Investors Service, Inc.              Standard & Poor's Ratings Services,
99 Church Street                             a division of The McGraw-Hill
New York, NY 10007                           Companies, Inc.
                                             55 Water Street
                                             New York, NY 10041
Salomon Smith Barney, Inc.
388 Greenwich Street
New York, NY 10013


      Re: Mortgage Loan Purchase Agreement between KeyBank National
          Association, as Seller, and Credit Suisse First Boston Mortgage
          Securities Corp., as Purchaser dated December 19, 2001 ("MLPA")

Ladies and Gentlemen:

     We have acted as special local counsel to KeyBank National Association
("KeyBank"), as Seller in connection with the execution and delivery of the
MLPA.

     In connection with rendering our opinion, we have reviewed the MLPA and
have made such investigations of law as we have deemed necessary or appropriate
to enable us to render this opinion. As to facts material to our opinion we
have, when relevant facts were not independently established, relied upon the
representations of KeyBank in the MLPA. Credit Suisse First Boston

     In rendering the opinions expressed herein, we have assumed (i) the
genuineness of all signatures by each party; (ii) the authenticity of all
documents submitted to us as originals; (iii) the conformity to original
documents of all documents submitted to us as conformed or photostatic copies;
(iv) the conformity in all material respects of the final executed form of the
MLPA with the version submitted to us in draft form on December 21, 2001; (v)
the due formation and valid existence of the



                                     D-4-1
<PAGE>



parties to the MLPA; and (vi) the due authorization, execution and delivery of
the MLPA by the parties thereto, and their power and authority (including the
obtaining of all necessary permits, licenses and approvals) to execute and
perform the MLPA.

     Based upon the foregoing assumptions and subject to the qualifications
hereinafter set forth, it is our opinion that, as of the date hereof the MLPA
constitutes the legal, valid and binding contract and agreement of KeyBank and
is enforceable in accordance with its terms.

     Our opinions concerning the enforceability of the MLPA are subject to the
qualification that:

          (a) enforceability may be limited by or subject to (i) state and/or
     federal bankruptcy, insolvency, fraudulent conveyance, reorganization,
     moratorium, or other laws and rules of law affecting the enforcement
     generally of creditors' rights and remedies; (ii) an implied duty of good
     faith; and (iii) general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law); and

          (b) certain provisions of the MLPA may be unenforceable in whole or in
     part, although the inclusion of such provisions does not render any of the
     MLPA invalid as a whole, and the MLPA contains legally adequate provisions
     for enforcing the other obligations of the parties thereunder and for the
     practical realization of the principal rights and benefits purported to be
     afforded thereby, subject to the economic consequences of any judicial,
     administrative, or other procedural delay in connection with such
     enforcement and realization.

     We express no opinion as to the applicability to, or effect on, the
transactions contemplated by either of the MLPA of any federal or state
securities law.

     We are qualified to practice law in the State of New York and we do not
purport to be experts on, or to express any opinion herein concerning, any
matter governed by the laws of any jurisdiction other than the laws of the State
of New York, and, subject to the preceding Credit Suisse First Boston
Corporation paragraph, the federal law of the United States. This letter is
furnished to you solely for your benefit in connection with the transactions
contemplated by the MLPA. This opinion is not to be publicly filed, used,
circulated, quoted or otherwise relied upon by any other person or entity or,
for any other purpose, without our prior written consent.

                                         Very truly yours,





                                     D-4-2
<PAGE>


                                   EXHIBIT D-5

              FORM OF OPINION OF POLSINELLI SHALTON & WELTE, P.C.,
           SPECIAL COUNSEL TO THE SELLER, PURSUANT TO SECTION 7(VIII)

                                December 27, 2001

Credit Suisse First Boston Corporation       Wells Fargo Bank Minnesota, N.A.
11 Madison Avenue                            45 Broadway, 12th Floor
New York, New York 10010                     New York, New York 10006


Credit Suisse First Boston Mortgage          Moody's Investors Service, Inc.
   Securities Corp.                          99 Church Street
11 Madison Avenue                            New York, New York 10007
New York, New York 10010


Salomon Smith Barney, Inc.                   Standard & Poor's Ratings Services,
388 Greenwich Street                         a division of The McGraw-Hill
New York, NY 10013                            Companies, Inc.
                                             55 Water Street
                                             New York, New York 10041-0003
McDonald Investments Inc.
800 Superior Avenue
Cleveland, Ohio 44114

          Re: Credit Suisse First Boston Mortgage Securities Corp.
              Commercial Mortgage Pass-Through Certificates, Series 2001-CK6

Ladies and Gentlemen:

     We have acted as special counsel to KeyBank National Association, a
national banking association ("KEY"), in connection with the following
transactions (collectively, the "TRANSACTIONS"):

          (i) the sale by Key, and the purchase by Credit Suisse First Boston
     Mortgage Securities Corp. (the "DEPOSITOR") (such Transaction, the "SALE"),
     of certain multifamily and commercial mortgage loans (the "MORTGAGE
     LOANS"), pursuant to that certain Mortgage Loan Purchase Agreement dated as
     of December 19, 2001 (the "LOAN PURCHASE AGREEMENT"), between Key as seller
     and the Depositor as purchaser;

          (ii) the creation of a common law trust (the "TRUST") and the issuance
     of Commercial Mortgage Pass-Through Certificates, Series 2001-CK6 (the
     "CERTIFICATES"), pursuant to that certain Pooling and Servicing Agreement
     dated as of December 11, 2001 (the "POOLING AND SERVICING AGREEMENT"),
     among the Depositor as Depositor, Midland Loan Services, Inc. as Master
     Servicer and Special Servicer, and Wells Fargo Bank Minnesota, N.A. as
     trustee (the "TRUSTEE"); and



                                     D-5-1
<PAGE>



          (iii) the transfer of the Mortgage Loans by the Depositor to the
     Trust, pursuant to the Pooling and Servicing Agreement in exchange for the
     issuance of the Certificates at the direction of the Depositor.

     The Loan Purchase Agreement and the Pooling and Servicing Agreement are
collectively referred to herein as the "AGREEMENTS". Capitalized terms not
defined in this letter have the respective meanings set forth in the Pooling and
Servicing Agreement and, to the extent not defined therein, in the Loan Purchase
Agreement.

     Under the terms of the Loan Purchase Agreement, Key will sell to the
Depositor, without recourse (except to the extent specified therein), all right,
title and interest of Key in and to the Mortgage Loans and the proceeds thereof.
Pursuant to the Pooling and Servicing Agreement, the Depositor will transfer the
Mortgage Loans to the Trustee, and the Trust will issue the Certificates
representing interests in the Trust. The following twenty-four classes of
Certificates representing beneficial interests in the Trust Fund will be issued
pursuant to the Pooling and Servicing Agreement: 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, Class L, Class M, Class N, Class O, Class P, Class Q, Class NW-SUB,
Class GT2, Class A-X, Class A-CP, Class R, and Class V.

     You have requested our opinion whether, in the event that the Federal
Deposit Insurance Corporation (the "FDIC") were appointed as conservator or
receiver for Key pursuant to Section 11(c) of the Federal Deposit Insurance Act
(the "FDIA"), a court, which acted reasonably and correctly applied the law to
the facts set forth herein after full consideration of all relevant factors,
would hold that the Rule (as defined herein) applies to the Sale and the
transfer of the Mortgage Loans by Key to the Depositor pursuant to the Loan
Purchase Agreement would be enforceable against Key notwithstanding the
appointment of the FDIC as conservator or receiver of Key.

ASSUMPTIONS OF FACT

     In connection with this opinion, we have reviewed the Agreements and a
certificate, dated the date hereof, of an officer of Key (the "KEY
CERTIFICATE"), which certifies, to the best of such person's knowledge, inter
alia, as to certain of the matters in the immediately succeeding paragraph as of
the date hereof. This opinion is based solely upon our review of the Agreements
and such other documents, and such other investigations of law and fact, as we
have deemed necessary or advisable in connection with this opinion. Our opinion
is limited to the specific issues of federal law addressed and is further
limited in all respects, except as otherwise stated, to the facts assumed. We
express no opinion as to any other matter.

     In rendering the opinions set forth herein, we have relied upon, and
assumed, without independent investigation or inquiry, the following to be true
at all relevant times:

          (a) All representations and warranties set out in the Agreements, and
     all statements in the Key Certificate and the certificates relating to the
     Agreements or furnished in connection with the Transactions pertaining to
     the transfer of the Mortgage Loans pursuant to the Agreements, are true and
     correct.

          (b) All signatures are genuine, all natural persons have the legal
     capacity to execute and deliver the documents signed by them, all documents
     submitted to us as originals are



                                     D-5-2
<PAGE>


     authentic and all documents submitted to us as certified or photostatic
     copies conform in all respects to the original documents.

          (c) Each of the Agreements has been duly authorized, executed and
     delivered by, and constitutes the legal, valid and binding obligation of
     all parties thereto, except to the extent that enforcement thereof may be
     limited by (1) bankruptcy, insolvency, conservatorship, fraudulent
     transfer, reorganization, moratorium or other similar laws now or hereafter
     in effect relating to creditors' rights generally and (2) general
     principles of equity (regardless of whether enforceability is considered in
     a proceeding at law or in equity).

          (d) The execution, delivery and performance of the Agreements by the
     parties thereto do not violate any applicable law. All notices to, filings
     with, and approvals of, all applicable governmental or regulatory
     authorities required for the execution and delivery by Key, the Depositor,
     and the Trustee of the Agreements and the performance by Key, the
     Depositor, and the Trustee thereof have been obtained or made, and are in
     full force and effect.

          (e) Each of Key and the Depositor has taken all actions required under
     applicable law to effectuate the transfer of the Mortgage Loans.

          (f) There are no agreements or courses of prior dealing between any of
     the parties that would alter the relationships set forth in the Agreements.

          (g) The Depositor, Key, and the Trustee will at all times and in all
     respects that are material to the opinions expressed in this letter comply
     with all material provisions of the Agreements, as applicable.

          (h) Key is a national banking association, the deposits of which are
     insured by the FDIC pursuant to the provisions of the FDIA.

          (i) As of the date of this opinion, Key has not violated any law or
     regulation and is not in an unsafe or unsound condition that would
     constitute a basis for the appointment of a conservator or receiver
     pursuant to the FDIA.

          (j) Key received adequate consideration, which may not be modified
     subsequent to closing, for the transfer to the Depositor of the Mortgage
     Loans pursuant to the Loan Purchase Agreement. Key has no obligation to
     repay such consideration or any interest thereon to the Depositor. The
     purchase price for the Mortgage Loans reflects the good-faith
     determinations of Key and the Depositor of the fair market value of the
     Mortgage Loans and is equal to the price that the parties believe would be
     paid in a sale of the Mortgage Loans between other unaffiliated parties.

          (k) Each of Key, the Depositor, and the Trustee did not and will not
     (i) execute the Agreements or any other agreement to which it is a party in
     connection with the Transactions or (ii) otherwise effectuate or consummate
     any transfer of the Mortgage Loans pursuant to the Agreements or any other
     agreement, in any case:

               (1) in contemplation of Key's or the Depositor's insolvency;


                                     D-5-3
<PAGE>



               (2) with a view to preferring one creditor of Key or the
          Depositor over another or to preventing the application of Key's or
          the Depositor's assets in the manner required by applicable law or
          regulations;

               (3) after Key or the Depositor committed an act of insolvency; or

               (4) with any intent to hinder, delay, or defraud Key or the
          Depositor or any of their respective creditors, the FDIC or any other
          banking agency.

          (l) The execution, delivery and performance of each of the Agreements
     and the Transactions constitute bona fide and arm's length transactions and
     were and are undertaken in the ordinary course of business of the parties
     to such Agreements.

          (m) Key's assets are now, and are intended to be, sufficient to pay
     its ongoing business expenses as they incur and to discharge its
     liabilities in the event Key must be liquidated. Key's remaining property
     immediately after the Sale is not an unreasonably small amount of capital
     for Key's business operations.

          (n) The Class A-1, Class A-2, Class B, Class C, Class D, Class E,
     Class A-X, and Class A-CP Certificates are, as of the date hereof, each
     rated in one of the four highest categories assigned to long-term debt or
     in an equivalent short-term category by S&P and Moody's.

          (o) It is the intention of Key and the Depositor to treat the transfer
     of the Mortgage Loans by Key to the Depositor pursuant to the Loan Purchase
     Agreement as a sale (as set forth in Section 11 of the Loan Purchase
     Agreement), and not a secured borrowing, including for accounting purposes,
     and that the Sale is entered into for the sole purpose of effectuating the
     Transactions under the Pooling and Servicing Agreement.

          (p) Key has irrevocably transferred the Mortgage Loans to the
     Depositor pursuant to the Loan Purchase Agreement, without recourse, and
     has relinquished all rights with respect to the Mortgage Loans. Key has no
     obligation to deliver to the Depositor other property, either in
     substitution of or in addition to the Mortgage Loans, in the event of a
     credit loss or decline in value of the Mortgage Loans. The Depositor has no
     right or obligation to transfer the Mortgage Loans back to Key, and Key has
     no right or obligation to reacquire any of the Mortgage Loans subsequent to
     the Sale.(1)

          (q) All of the requirements of generally accepted accounting
     principles for treating the transfer of the Mortgage Loans as a sale have
     been satisfied (other than the "legal isolation" condition).

----------
(1)  Key makes certain representations and warranties regarding the Mortgage
     Loans and, under certain circumstances, may be obligated to repurchase
     certain Mortgage Loans or substitute new loans due to a breach of any such
     representation or warranty. However, such obligation is limited, and any
     repurchase or substitution of Mortgage Loans pursuant to this obligation
     would result from the Mortgage Loans not being of the quality represented,
     and not from a decline in the value of or future payment defaults on the
     Mortgage Loans and does not give Key a general right to repurchase or
     otherwise reacquire the Mortgage Loans or to reclaim any of the benefits of
     its ownership.


                                     D-5-4
<PAGE>



          (r) Key is and shall remain a separate and distinct entity from, and
     shall not commingle its assets with those of, the Depositor, the Trustee
     and/or the Trust. Key does not control, is not controlled by, and is not
     under common control with, directly or indirectly, the Depositor or the
     Trustee.

          (s) The Depositor is a Delaware corporation and is a "special purpose
     entity" (as defined in 12 C.F.R. ss. 360.6(a)(5)) and, as such, is
     primarily engaged in acquiring and holding (or transferring to another
     "special purpose entity") financial assets, and in activities related or
     incidental thereto, in connection with the issuance of beneficial interests
     by the Depositor (or by another "special purpose entity" that acquires
     financial assets directly or indirectly from the Depositor).

          (t) The Depositor, the Trustee or other appropriate party in interest
     would actively oppose any attempt to recharacterize the Mortgage Loans as
     property of Key's receivership or conservatorship estate under the FDIA.

OPINION EXPRESSED

     Based on the reasoning and subject to the assumptions, qualifications and
limitations set forth in this letter, it is our opinion that in a properly
presented and decided case, a court would hold that the FDIC, if appointed as
receiver or conservator of Key pursuant to Section 11(c) of the FDIA:

          (1) could not, in the exercise of its authority under 12 U.S.C. ss.
     1821(e), reclaim, recover, or recharacterize as property of Key or the
     receivership the Mortgage Loans that have been transferred by Key to the
     Depositor pursuant to the Loan Purchase Agreement; and

          (2) could not seek to avoid the Loan Purchase Agreement under 12
     U.S.C.ss. 1823(e).

     We wish to point out that we are giving no opinion (i) as to whether the
transfer of the Mortgage Loans by Key to the Depositor and, in turn, by the
Depositor to the Trust is a true sale or absolute conveyance, (ii) as to the
perfection or priority of any ownership interest or security interest in the
Mortgage Loans, (iii) concerning any law other than the federal laws of the
United States of America, or (iv) concerning any matter not expressly addressed
in this letter.

DISCUSSION

     In an insolvency proceeding for Key, the United States Bankruptcy Code (the
"BANKRUPTCY CODE") would not apply.(2) Therefore, neither the provisions of the
Bankruptcy Code that impact the right of a secured creditor to liquidate
collateral nor the provisions of Section 547 of the Bankruptcy Code concerning
"preferential" transfers would apply in the event of the insolvency of Key. The
FDIC is authorized under Sections 11(c)(1) and (2) of the FDIA to accept
appointment as conservator, and is required to be appointed as receiver, for a
federal savings bank such as Key.


----------
(2) 11 U.S.C.ss.ss.109(b)(2) and (d).



                                     D-5-5
<PAGE>


     Our opinions above rely on the FDIC's rule regarding the treatment by the
FDIC, as receiver or conservator of an insured depository institution, of
financial assets transferred by the institution in connection with a
securitization or participation (the "RULE").(3) If the Rule is applicable to
the Sale, the FDIC will not use its authority to disaffirm or repudiate the Loan
Purchase Agreement to reclaim, recover or recharacterize the Mortgage Loans as
property of Key. As of the date of this opinion, the Rule has not been modified
or repealed, and we are not aware of any reported judicial decision that
questions the validity of the Rule.

     For the Sale to be covered by the Rule, the Sale must involve the (1)
transfer of financial assets (2) in connection with a securitization or
participation.(4) The first element is satisfied because the Sale is a transfer
of the Mortgage Loans, each of which "conveys to one entity a contractual right
to receive cash" and therefore qualifies as a "financial asset." (5)

     The second element requires a determination of whether the Sale is "in
connection with a securitization or participation."(6) In our analysis we are
relying on the Rule's treatment of transfers in connection with a
securitization. We have found no case law that interprets the phrase "in
connection with a securitization" under the Rule. The Rule states that a
"securitization" means the issuance by a special purpose entity of beneficial
interests, the most senior class of which is rated in one of the four highest
rating categories by one or more nationally recognized statistical rating
organizations or which are sold in transactions not involving any public
offering or in transactions exempt from registration pursuant to Regulation S
under the Securities Act.(7)

     The Sale is an integral part of the Transactions and is entered into for
the sole purpose of effectuating the Transactions under the Pooling and
Servicing Agreement. In connection with the Transactions, pursuant to the Loan
Purchase Agreement Key will transfer the Mortgage Loans to the Depositor, which
we have assumed to be a "special purpose entity" under the Rule. Pursuant to the
Pooling and Servicing Agreement, the Depositor will then immediately sell the
Mortgage Loans to the Trust, and the Trust will contemporaneously issue
beneficial interests in the form of the Certificates for public and private
sale. Key and the Depositor will engage in the Sale transaction for the sole
purpose of effectuating the creation of the Trust and the issuance of the
Certificates pursuant to the Pooling and Servicing Agreement. For these reasons,
we believe that a court would hold that the Sale is "in connection with" the
Transactions.

     For the Transactions to constitute a "securitization" under the Rule, the
Trust must be a "special purpose entity," as defined by the Rule. The Rule
defines "special purpose entity" to mean:


----------
(3)  See Treatment by the FDIC as Conservator or Receiver of Financial Assets
     Transferred by an Insured Depository Institution in Connection With a
     Securitization or Participation, 65 Fed. Reg. 49,189 (2000) (codified at 12
     C.F.R. ss. 360.6).

(4)  65 Fed. Reg. 49,192 (2000) (codified at 12 C.F.R.ss.360.6(b)).

(5)  65 Fed. Reg. 49,191 (2000) (codified at 12 C.F.R.ss.360.6(a)(2)).

(6)  65 Fed. Reg. 49,192 (2000) (codified at 12 C.F.R.ss.360.6(b)).

(7)  65 Fed. Reg. 49,191 (2000) (codified at 12 C.F.R.ss.360.6(a)(4)(i)).




                                     D-5-6
<PAGE>


          a trust . . . or other entity demonstrably distinct from the insured
          depository institution that is primarily engaged in acquiring and
          holding (or transferring to another special purpose entity) financial
          assets, and in activities related or incidental thereto, in connection
          with the issuance by such special purpose entity (or by another
          special purpose entity that acquires financial assets directly or
          indirectly from such special purpose entity) of beneficial
          interests.(8)

     The Trust is a trust established upon effectuation of the Transactions
under the laws of New York pursuant to the Pooling and Servicing Agreement. Key
does not control, is not controlled by, nor is it under common control with, the
Trustee or the Trust. Although a subsidiary of Key will act as a master servicer
and special servicer of the Trust's assets for the benefit of the Trustee and
the Certificateholders, the ultimate decision-making authority permitted under
the Pooling and Servicing Agreement is vested in the Trustee and the
Certificateholders or is otherwise limited or dictated by the terms of the
Pooling and Servicing Agreement, as set forth in the Pooling and Servicing
Agreement. Key will not share in the ownership of any of the principal assets of
the Trust. Neither Key nor the Trust will commingle any of its assets with the
other. Moreover, the documents evidencing the principal assets of the Trust, the
Mortgage Notes and related Mortgage Files, will be assigned to and physically
delivered into the possession of the Trustee, or a custodian appointed by the
Trustee (which custodian may not, as set forth in the Pooling and Servicing
Agreement, be Key or an affiliate of Key). Although the Rule does not provide
any guidance regarding the circumstances under which a special purpose entity is
"demonstrably distinct" from a depository institution, we believe that the facts
set forth above demonstrate that the Trust is an entity distinct from Key.

     The Trust will be primarily engaged in acquiring and holding financial
assets and in activities related or incidental thereto, in connection with the
issuance of beneficial interests, which in this case are the Certificates. The
Certificates fall within the Rule's definition of "beneficial interests" because
they will be issued by the Trust and will entitle the Certificateholders to
receive payments that depend primarily on the cash flow from the Mortgage Loans
owned by the Trust. For the foregoing reasons, the Trust appears to satisfy the
definition of a "special purpose entity" under the Rule.

     The other requirement for the Transactions to constitute a securitization
under the Rule is also met because the most senior class of securities issued in
the Transactions are rated in one of the four highest categories assigned to
long-term debt or in an equivalent short-term category by S&P and Moody's, which
are nationally recognized statistical rating organizations.(9) Although the Rule
does not define the phrase "nationally recognized statistical rating
organizations," this phrase is used by the FDIC, other bank regulatory agencies
and the Securities and Exchange Commission in several regulations. The
Securities and Exchange Commission expressly regards S&P and Moody's (the two
agencies rating the most senior classes of securities in the Transactions) as
nationally recognized statistical rating organizations.(10) Although the Rule
does not identify particular rating agencies, we


----------
(8)  65 Fed. Reg. 49,192 (2000) (codified at 12 C.F.R.ss.360.6(a)(5)).

(9)  65 Fed. Reg. 49,191 (2000) (codified at 12 C.F.R.ss.360.6(a)(4)(i)).

(10) See Securities and Exchange Commission, 62 Fed. Reg. 68,018 (1997) (to be
     codified at 17 C.F.R. pt. 240) and 17 C.F.R.ss. 240.15c3-1(c)(2)(vi)(F).
     See also Government Securities Clearing Corporation, Securities and
     Exchange



                                     D-5-7
<PAGE>


          believe that a court would hold that S&P and Moody's are nationally
          recognized statistical rating organizations, either on the basis of
          the Securities and Exchange Commission's statements or otherwise.

     Furthermore, the Rule is not applicable to the Transactions unless the Sale
meets the criteria of a sale under generally accepted accounting principles
(other than the "legal isolation" condition)(11), Key received adequate
consideration for the transfer of the Mortgage Loans, and the Transaction
documents reflect the intent of Key and the Depositor to treat the Sale as a
sale and not as a secured borrowing.(12) The Loan Purchase Agreement reflects
the intent of parties to treat the Sale as a sale and not as a secured
borrowing, and we have assumed, based on the Key Certificate, that, except for
the "legal isolation" condition, the requirements of generally accepted
accounting principles for treating the Sale as a sale have been satisfied, and
the consideration received by Key at the time of the transfer is adequate.

OTHER QUALIFICATIONS

     The foregoing opinion is subject to the following qualifications:

          1. If Key were to become a debtor under the FDIA and the FDIC were to
     assert that the beneficial interest in and legal title to the Mortgage
     Loans were part of Key's estate, we express no opinion as to how long the
     Trust would be denied possession of the Mortgage Loans in Key's possession
     before the validity of such an assertion could be finally decided. We also
     express no opinion as to whether, if the FDIC were to assert that the
     beneficial interest in and legal title to the Mortgage Loans were part of
     Key's receivership estate, a court would permit Key to use collections of
     the Mortgage Loans in Key's possession without the consent of the Trustee
     either before deciding the issue or pending appeal after a decision adverse
     to the Trust.

          2. We express no opinion as to the availability or effect of a
     preliminary injunction, temporary restraining order or other such temporary
     relief affording delay pending a determination on the merits; by such
     reservation, however, we do not imply that we have undertaken any analysis
     to determine whether any such equitable relief would ultimately be
     available to prevent enforcement of the transaction.

          3. We express no opinion with respect to the power of the FDIC, as
     receiver or conservator, to disaffirm or repudiate any agreement
     (including, but not limited to, the Loan Purchase Agreement) to the extent
     it imposes continuing obligations or duties upon Key in receivership or
     conservatorship.


----------
     Commission, 60 Fed. Reg. 21,014 (1995); Pacific Stock Exchange, Inc.,
     Securities and Exchange Commission, 59 Fed. Reg. 38,998 (1994); and
     Proposed Rules, Securities and Exchange Commission, 53 Fed. Reg. 44,016
     (1988) (to be codified at 17 C.F.R. pt. 230). The Department of Labor and
     the Federal Reserve System also regard S&P and Moody's as nationally
     recognized statistical rating organizations. See Prohibited Transaction
     Exemptions 2000-25, et al., Department of Labor, 65 Fed. Reg. 35,129
     (2000); and Proposed Rules, Federal Reserve System, 53 Fed. Reg. 14,812
     (1988) (to be codified at 12 C.F.R. pt. 220).

(11) 65 Fed. Reg. 49,191 (2000) (codified at 12 C.F.R.ss.360.6(b)).

(12) 65 Fed. Reg. 49,191 (2000) (codified at 12 C.F.R.ss.360.6(c)).





                                     D-5-8
<PAGE>



          4. We express no opinion herein as to whether any transfer or
     obligation is avoidable as a preference or fraudulent transfer.

          5. The opinions are subject to the effect of general principles of
     equity, including (without limitation) concepts of materiality,
     reasonableness, good faith and fair dealing, and other similar doctrines
     affecting the enforceability of agreements generally (regardless of whether
     considered in a proceeding in equity or at law).

          6. We express no opinion as to compliance or the effect of
     noncompliance by the Trustee with any state or federal laws or regulations
     applicable to it in connection with the transactions described in the
     Pooling and Servicing Agreement.

          7. We express no opinion with respect to the enforceability of any
     Mortgage Loan or the existence of any claims, rights, defenses,
     counterclaims or objections in favor of the mortgagor thereon that can be
     asserted against or are effective against Key, the Depositor, the Trustee
     or the Certificateholders. We note that unless the mortgagor with respect
     to a Mortgage Loan has received notice of the assignment thereof (such
     notice not being contemplated by the Loan Purchase Agreement), bona fide
     payments made by such mortgagor to Key or a second assignee of such
     Mortgage Loan shall discharge such mortgagor's obligations to the extent of
     such payment, and such payment will only be recoverable from Key or, in
     certain cases, from such second assignee, as the case may be.

          8. We have assumed that there are no agreements (other than the
     Agreements) prohibiting, restricting or conditioning the assignment of any
     portion of the Mortgage Notes.

          9. We express no opinion as to the ability of the FDIC, as conservator
     or receiver, to transfer the Loan Purchase Agreement without any approval
     or consent of the parties, pursuant to 12 U.S.C.ss. 1821(d)(2)(G).

     The foregoing analysis and its conclusions are premised upon, and limited
to, the law and the structure of the proposed Transactions in effect as of the
date of this letter. We do not assume responsibility for updating this opinion
letter as of any date subsequent to the date of this opinion letter, and assume
no responsibility for advising you of (i) the discovery subsequent to the date
of this opinion letter of factual information not previously known to us
pertaining to the events occurring prior to the date of this opinion letter or
(ii) the amendment or repeal of the Rule after the date of this opinion letter.
Furthermore, we note that a court's decision regarding matters upon which we
opine herein is based on the court's own analysis and interpretation of the
factual evidence before the court, and applicable legal principles.



                                     D-5-9
<PAGE>



     This opinion is solely for the benefit of the addressees and should not
relied on by any other person. It is rendered solely in connection with the
Transactions. It may not be quoted, in whole or in part, or otherwise referred
to or used by you for any purpose, nor may copies hereof be delivered to any
other person (except to parties involved in the Transactions and their counsel
as part of the closing set related to the Transactions) without our prior
written consent.

                                     Very truly yours,

                                     POLSINELLI SHALTON & WELTE, P.C.





                                     D-5-10
<PAGE>


                                   EXHIBIT D-6

               FORM OF LETTER OF POLSINELLI SHALTON & WELTE, P.C.,
             SPECIAL COUNSEL TO THE SELLER PURSUANT TO SECTION 7(IX)

                                December 27, 2001

Credit Suisse First Boston Mortgage
   Securities Corp. and
Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York  10010

McDonald Investments Inc.
800 Superior Avenue
Cleveland, Ohio  44114

Salomon Smith Barney, Inc.
388 Greenwich Street
New York, New York  10013

          Re:  Credit Suisse First Boston Mortgage Securities Corp.
               Commercial Mortgage Pass-Through Certificates, Series 2001-CK6

Ladies and Gentlemen:

     We have acted as special counsel to KeyBank National Association ("KEY") in
connection with the sale by Key, and the purchase by Credit Suisse First Boston
Mortgage Securities Corp. (the "DEPOSITOR"), of certain multifamily and
commercial mortgage loans (the "KEY LOANS") pursuant to that certain Mortgage
Loan Purchase Agreement ("MORTGAGE LOAN PURCHASE AGREEMENT") dated as of
December 19, 2001, between Key as Seller and the Depositor as Purchaser, and
further in connection with the preparation and review of the sections of the
Prospectus Supplement dated December 19, 2001 ("PROSPECTUS SUPPLEMENT") to the
Depositor's Prospectus dated December 19, 2001 ("BASE PROSPECTUS"; and together
with the Prospectus Supplement, the "PROSPECTUS") titled "Summary of Prospectus
Supplement--Relevant Parties/Entities", "Summary of Prospectus
Supplement--Significant Dates and Periods", "Summary of Prospectus
Supplement--The Underlying Mortgage Loans", "Risk Factors--Risks Related to the
Underlying Mortgage Loans", and "Description of the Underlying Mortgage Loans"
(collectively, the "PROSPECTUS SUPPLEMENT--SPECIFIED SECTIONS"), and further in
connection with the preparation and review of the sections of the Confidential
Offering Circular dated December 19, 2001 (the "CONFIDENTIAL OFFERING CIRCULAR")
titled "Summary--Relevant Parties", "Summary--Significant Dates and Periods",
"Summary--The MortgaGE Loans" (the "CONFIDENTIAL OFFERING CIRCULAR--SPECIFIED
SECTIONS"). Capitalized terms not otherwise defined herein are defined as set
forth in the Mortgage Loan Purchase Agreement.

     The purpose of our professional engagement was to advise with respect to
legal matters and not to determine or verify facts. Many of the determinations
involved in the preparation of the




                                     D-6-1
<PAGE>


Prospectus Supplement and the Confidential Offering Circular were factual. We
have not independently verified, do not make any representation as to, and do
not assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Prospectus Supplement or the Confidential Offering
Circular.

     In connection with the delivery of this letter, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
Prospectus, the Confidential Offering Circular, the Mortgage Loan Purchase
Agreement, and other such documents and records as we have deemed relevant or
necessary as the basis for the views expressed in this letter, solely with
respect to the information contained therein relating to the Key Loans. We have
obtained such certificates from and made such inquiries of officers and other
representatives of Key as we have deemed relevant or necessary as the basis of
the views expressed in this letter. We have relied upon and assumed the accuracy
of, such other documents and records, such certificates and the statements made
in response to such inquiries, with respect to the factual matters upon which
the views expressed in this letter are based.

     We have also assumed (i) the truthfulness and accuracy of each of the
representations and warranties as to factual matters contained in the Mortgage
Loan Purchase Agreement and underlying the assumptions set forth below or that
are otherwise factually relevant to the opinions expressed in this letter, (ii)
the legal capacity of natural persons, (iii) the genuineness of all signatures
(except for the signatures of officers of Key) and the authenticity of all
documents submitted to us as originals, (iv) the conformity to the originals of
all documents submitted to us as certified, conformed or photostatic copies, (v)
the due authorization by all necessary action, and the due execution and
delivery, of the Mortgage Loan Purchase Agreement by the parties thereto and the
constitution of the Mortgage Loan Purchase Agreement as the legal, valid and
binding obligations of each party thereto, enforceable against such party in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, liquidation, and similar laws relating
to or affecting the enforceability of creditors' rights generally, the effect of
general equitable principals (in equity or at law), and the availability of
equitable remedies, (vi) the compliance with the relevant provisions of the
Mortgage Loan Purchase Agreement by the parties thereto, (vii) the conformity,
to the requirements of the Mortgage Loan Purchase Agreement, of the Mortgage
Loan Documents delivered to the Depositor by Key, (viii) the absence of any
agreement that supplements or otherwise modifies the agreements expressed in the
Mortgage Loan Purchase Agreement, and (ix) the conformity of the text of each
document filed with the Securities Exchange Commission through the EDGAR system
to the printed documents reviewed by us. In rendering this letter, we do not
express any view concerning the laws of any jurisdiction other than the federal
laws of the United States of America.

     In the course of acting as special counsel to Key we have responded to
inquiries from time to time by Key's closing coordinators, reviewed
securitization questionnaires, title insurance commitments and surveys and
prepared most of the loan documents for a majority of the Key Loans. In
connection with the preparation of the Prospectus Supplement--Specified Sections
and the Confidential Offering Circular--Specified Sections, we met in
conferences and participated in telephone conversations with officers and
employees of Key and counsel, officers and other representatives of the
Depositor, Credit Suisse First Boston Corporation, McDonald Investments Inc.,
and Column Financial, Inc., during which conferences and telephone conversations
the contents of the Prospectus Supplement--Specified Sections and the
Confidential Offering Circular--Specified Sections were discussed. We have not
independently undertaken any procedures that were intended or likely to elicit




                                     D-6-2
<PAGE>


information concerning the accuracy, completeness or fairness of the statements
made in the Prospectus or the Confidential Offering Circular.

     On the basis of the foregoing and subject to the limitations set forth
herein, nothing has come to our attention to cause us to believe that either the
Prospectus Supplement--Specified Sections or the Confidential Offering
Circular--Specified Sections, as of their respective dates or as of the Closing
Date, contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading (it being understood that we have not been requested
to and we do not make any comment in this paragraph with respect to (i)
financial statements, financial ratings, tables, schedules, exhibits, annexes or
other accounting, financial, numerical, statistical, or portfolio data or other
information of that nature contained in or omitted from the Prospectus
Supplement--Specified Sections or the Confidential Offering Circular--Specified
Sections, or (ii) information contained in the computer diskette or the CD-ROM
accompanying the Prospectus Supplement which we assume, but have not verified,
does not vary from and is not different in any way from the information
contained in the Prospectus Supplement). In that connection, we advise you that,
as to any facts material to the opinions expressed herein that we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of Key and its affiliates.
In addition, in that connection we call to your attention that, with your
knowledge and consent, we have not (except as described above) examined or
otherwise reviewed any of the Mortgage Files in connection with the transactions
contemplated by the Mortgage Loan Purchase Agreement (the "TRANSACTIONS"), any
particular documents contained in such files or any other documents with respect
to the Key Loans.

     We note that investors in the certificates marketed and sold pursuant to
the Confidential Offering Circular (the "PRIVATE CERTIFICATES") typically
conduct due diligence on their own behalf, including review and analysis of the
Key Loans and related information to a greater degree than we have done in the
course of our representation of Key. Consequently, they have been and/or may be
provided information regarding the Key Loans that we have not reviewed, and had
we reviewed such information something may have come to our attention that would
have lead us to believe that the Confidential Offering Circular at the date
thereof or at the date of this letter contained or contains an untrue statement
of material fact or that otherwise would have been material in connection with
evaluating an investment in the Private Certificates.

     Whenever a statement herein is qualified by the phrase "come to our
attention," it is intended to indicate that, during the course of our
representation of Key, no information that would give us current actual
knowledge of the inaccuracy of such statement has come to the attention of those
attorneys currently in this firm who have been actively involved in representing
Key in connection with the Transactions or in connection with the origination of
any of the Key Loans being sold as part of the Transactions. However, we have
not undertaken any independent investigation to determine the accuracy of any
such statement, and any limited inquiry undertaken by us during the preparation
of this letter should not be regarded as such an investigation; no inference as
to our knowledge of any matters bearing on the accuracy of any such statement
should be drawn from the fact of our representation of Key.

     This letter is solely for the benefit of the addressees and may not be
relied upon or used by, circulated, filed with any governmental authority or
other regulatory agency, quoted or referred to,



                                     D-6-3
<PAGE>




nor may copies hereof be delivered to, any other person (except to the parties
involved in the Transactions and their respective counsel as part of the closing
set related to the Transactions) without our prior written approval. We disclaim
any obligation to update this letter for events occurring or coming to our
attention after the date hereof, notwithstanding that such changes may affect
the views or beliefs expressed in this letter.

                                          Very truly yours,

                                          POLSINELLI SHALTON & WELTE, P.C.






                                     D-6-4