EX-4.2 5 e87661_ex4-2.txt MORTGAGE LOAN PURCHASE AGREEMENT-COLUMN MORTGAGE LOAN PURCHASE AGREEMENT This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 19, 2001, between Column Financial, Inc., a Delaware corporation ("Column"), 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 Column 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. Column acquired certain of the Mortgage Loans, through its affiliate, Credit Suisse First Boston Mortgage Capital LLC, from NW Funding, LLC (such Mortgage Loans, the "NW Mortgage Loans"). The NW Mortgage Loans will collectively constitute "Sub-Pool No. 2" under the Pooling and Servicing Agreement. The remaining Mortgage Loans (the "Non-NW Mortgage Loans") will be included in "Sub-Pool No. 1" under the Pooling and Servicing Agreement. 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 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. Column 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 $741,811,570, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be [____]% 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. 2 (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). (c) On or before the Closing Date, the Seller shall, at its expense, subject to Section 18, 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 3 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 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 4 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 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-1, if such Mortgage Loan is a Non-NW Mortgage Loan, or Exhibit C-2, if such Mortgage Loan is a NW Mortgage Loan. (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-1, if the Defective Mortgage Loan is a Non-NW Mortgage Loan, or Exhibit C-2, if the Defective Mortgage Loan is a NW Mortgage Loan (with references in such exhibits to "Closing Date" being deemed to be references to the "date of substitution", references in such exhibits 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 exhibits to 5 "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. 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 Non-NW 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)), if the Defective Mortgage Loan is still subject to the Pooling and Servicing Agreement and if the Defective Mortgage Loan is not the Bel Alliance GT 2 Portfolio Loan, 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 6 "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. "Resolution Extension Period" shall mean: (i) for purposes of remediating a Material Breach with respect to any Mortgage Loan or a Material Document Defect with respect to any NW Mortgage Loan, 90 days; (ii) for purposes of remediating a Material Document Defect with respect to any Non-NW 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 Non-NW Mortgage Loan subsequent to the end of such Initial Resolution Period; (iii) for purposes of remediating a Material Document Defect with respect to any Non-NW 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 Non-NW 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 for any Non-NW Mortgage Loan; 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 7 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 if the Material Document Defect referred to in the preceding proviso consists of a failure to deliver a Specially Designated Mortgage Loan Document with respect to any Non-NW Mortgage Loan, 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 8 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 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. If one or more (but not all) of the Mortgage Loans constituting a Cross-Collateralized Group are to be repurchased or replaced by the Seller as contemplated by this Section 5(a), then, prior to the subject repurchase or substitution, the Purchaser or its designee shall use reasonable efforts, subject to the terms of such Mortgage Loans, to prepare and, to the extent necessary and appropriate, have executed by the related Borrower and record, such documentation as may be necessary to terminate the cross-collateralization between the Mortgage Loans in such Cross-Collateralized Group that are to be repurchased or replaced, on the one hand, and the remaining Mortgage Loans therein, on the other hand, such that those two groups of Mortgage Loans are each secured only by the Mortgaged Properties identified in the Mortgage Loan Schedule as directly corresponding thereto, provided that, if the affected Cross-Collateralized Group is then subject to the Pooling and Servicing Agreement, then no such termination shall be affected unless and until (i) the Controlling Class Representative for the applicable Sub-Pool has consented in writing (which consent may be given or withheld in its sole discretion) and (ii) the Trustee and the Master Servicer shall have received from the Seller (A) an Opinion of Counsel from independent counsel to the effect that such termination will not cause an Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor Trust Pool and (B) written confirmation from each Rating Agency that such termination will not cause an Adverse Rating Event to occur with respect to any Class of Rated Certificates; and provided, further, that the Seller may, at its option, purchase the entire subject Cross-Collateralized Group in lieu of terminating the cross-collateralization. All costs and expenses incurred by the Purchaser and its servicing agents pursuant to this paragraph shall be included in the calculation of Purchase Price for the Mortgage Loan(s) to be repurchased or replaced. If the cross-collateralization of any Cross-Collateralized Group of Mortgage Loans cannot be terminated as contemplated by the preceding paragraph for any reason (including, but not limited to, the Seller's failure to satisfy any of the conditions set forth in the first proviso to the first sentence of the preceding paragraph), then, for purposes of (i) determining whether the subject Breach or Document Defect is a Material Breach or Material Document Defect, as the case may be, and (ii) the application of remedies (including, without limitation, repurchase and substitution), such Cross-Collateralized Group shall be treated as a single Mortgage Loan. 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 9 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 is the Bel Alliance GT 2 Portfolio Loan or 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. (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 the applicable Sub-Pool, which consent may be granted or withheld in its sole discretion, and written confirmation from each Rating Agency that the following arrangement will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, in lieu of repurchasing or replacing such Mortgage Loan (as and to the 10 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. (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. 11 (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 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. 12 (g) If, at a time that the Granite Portfolio Mortgage Loan is subject to the Pooling and Servicing Agreement, (i) the related Borrower seeks the release of all or any portion of the Mortgaged Property for the Granite Portfolio Mortgage Loan from the lien of the related Mortgage in exchange for the delivery of cash to be held by the Trust as additional collateral until the end of the related prepayment lock-out period, all in accordance with the related Mortgage Loan Documents, and (ii) if such release would result in the aggregate appraised value of the remaining Mortgaged Loan Property (based on the appraisal(s) obtained in connection with the origination of the Granite Portfolio Mortgage Loan) being less than 80% of the then outstanding principal balance of the Granite Portfolio Mortgage Loan, then (at the direction of the Master Servicer) the Seller shall repurchase the Granite Portfolio Mortgage Loan from the Trust at the Purchase Price prior to the occurrence of such release, such repurchase to be on a whole loan, servicing released basis. 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 13 (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. 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 Secretary of State of the State of Delaware 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 Sidley Austin Brown & Wood, 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) copies of all other opinions rendered by counsel for the Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, with each such opinion to be addressed to CSFB Mortgage Securities, CSFB Corporation, the other Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of date thereof. 14 (ix) a letter from Sidley Austin Brown & Wood, 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-5 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 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 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia 30326, Attention: Robert Barnes, 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 15 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 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 16 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 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. 17 SECTION 18. Cross-Collateralized Mortgage Loans. Notwithstanding anything herein to the contrary, it is hereby acknowledged that certain groups of Mortgage Loans are, in the case of each such particular group of Mortgage Loans (each, a "Cross-Collateralized Group"), by their terms, cross-defaulted and cross-collateralized. Each Cross-Collateralized Group is identified on the Mortgage Loan Schedule. For purposes of reference, the Mortgaged Property that relates or corresponds to any of the Mortgage Loans referred to in this Section 18 shall be the property identified in the Mortgage Loan Schedule as corresponding thereto. The provisions of this Agreement, including, without limitation, each of the representations and warranties set forth in Exhibit C hereto and each of the capitalized terms used herein but defined in the Pooling and Servicing Agreement, shall be interpreted in a manner consistent with this Section 18. In addition, if there exists with respect to any Cross-Collateralized Group only one original of any document referred to in the definition of "Mortgage File" in the Pooling and Servicing Agreement and covering all the Mortgage Loans in such Cross-Collateralized Group, the inclusion of the original of such document in the Mortgage File for any of the Mortgage Loans constituting such Cross-Collateralized Group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan. 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] 18 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. COLUMN FINANCIAL, INC. By: ------------------------------ Name: Title: CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. By: ------------------------------ Name: Title: EXHIBIT A MORTGAGE LOAN SCHEDULE CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001-CK6 DECEMBER 27, 2001
ZIP MORTGAGE # CROSSED PROPERTY NAME ADDRESS CITY STATE CODE ORIGINATOR --- ------- ------------------------- ------------------------ ---------- ----- ------ --------- 1 Avalon Pavilions 345 Buckland Hills Drive Manchester CT 06040 Column 2 Bel Alliance GT 2 Column Portfolio 3 Washington Design Center 300 D Street, SW Washington DC 20024 CSFB 4 Rockland Center Route 59 Nanuet NY 10954 Column 6 Biltmore Square Mall 800 Brevard Road, Route 5 Asheville NC 28806 CSFB 8 Horizon Pointe Shopping 2634, 2642, 2646, 2650, 2654, Henderson NV 89123 Column Center and 2662 Horizon Ridge Parkway 9 IBM Building 8051 Congress Avenue Boca Raton FL 33487 Column 10 Key Landing Apartments 2019 Paulette Road Baltimore MD 21222 Column 11 ( A ) Bel Air Village 8401-8447 Elk Grove-Florin Elk Grove CA 95624 CSFB Road 12 ( A ) Laguna Park Village 6608-6704 Laguna Boulevard Elk Grove CA 95758 Column 13 Parker Metropolitan Column Portfolio PERM 15 Paces Commons Apartments 10501 Paces Avenue Matthews NC 28105 Column 16 North Pointe Center 6715-6795 North Palm Avenue Fresno CA 93704 CSFB 18 Park Ridge Office Center 1460, 1480 Renaissance Drive Park Ridge IL 60068 Column and 1550 Northwest Highway 19 Lawndale Crossing 2600 Lawndale Drive Greensboro NC 27408 Column Shopping Center 20 Toco Hills Promenade 2851 North Druid Hills Atlanta GA 30329 CSFB Shopping Center 21 Wells Fargo Building 18700 North West Walker Road Hillsboro OR 97006 Union Capital Investments, LLC 23 Southridge Plaza 11613-11683 Cherry Avenue Fontana CA 92337 Column 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 --- ----------- ---- ----------- ----------- ------- -------- ------ ----- --------- -------- 1 Column 1 $71,900,000 $71,712,508 Fee 0 360 356 120 116 2 Column 1 $59,416,972 $48,981,566 Fee 0 360 346 120 106 3 Column 1 $49,000,000 $48,959,437 Fee 0 360 359 120 119 4 Column 1 $27,600,000 $27,578,682 Fee 0 360 359 120 119 6 Column 1 $26,000,000 $26,000,000 Fee 60 324 324 120 108 8 Column 1 $20,600,000 $20,546,010 Fee 0 360 356 120 116 9 Column 1 $20,500,000 $20,500,000 Fee 120 Interest Interest 120 118 Only Only 10 Column 1 $18,000,000 $17,939,980 Fee 0 360 355 120 115 11 Column 1 $11,900,000 $11,900,000 Fee 20 300 300 120 117 12 Column 1 $4,700,000 $4,700,000 Fee 20 300 300 120 117 13 Column 1 $16,600,000 $16,552,877 Fee 0 360 355 120 115 15 Column 1 $16,250,000 $16,250,000 Fee 12 360 360 120 118 16 Column 1 $15,300,000 $15,270,777 Fee 0 360 357 120 117 18 Column 1 $13,700,000 $13,617,700 Fee 0 360 351 120 111 19 Column 1 $13,600,000 $13,563,451 Fee 0 360 356 120 116 20 Column 1 $13,500,000 $13,491,549 Fee 0 360 359 120 119 21 Column 1 $13,500,000 $13,466,546 Fee 0 360 356 120 116 23 Column 1 $11,500,000 $11,484,334 Fee 0 360 358 120 118 INTEREST SERVICING CALCULATION FIRST AND INTEREST (30/360/ MONTHLY PAYMENT DEFEAS- DEFEASANCE TRUSTEE # RATE ACTUAL/360) PAYMENT DATE ARD ANCE PROVISION FEES --- -------- ------------ ------- ---------- ----------- ------- ------------ ---------- 1 7.4500% Actual/360 500,276 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 86_0%/6 2 8.5400% Actual/360 381,376 11/01/2000 N/A Yes Lock/37_ 0.0525% YM1/1_Def/ 76_0%/6 3 6.9500% Actual/360 324,354 12/11/2001 N/A Yes Lock/25_Def/ 0.0525% 92_0%/3 4 7.3000% Actual/360 189,218 12/11/2001 N/A Yes Lock/25_Def/ 0.0525% 92_0%/3 6 7.9500% Actual/360 195,233 01/11/2001 12/11/2010 Yes Lock/36_Def/ 0.0525% 80_0%/4 8 7.4300% Actual/360 143,052 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 9 7.2500% Actual/360 125,574 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 90_0%/4 10 7.2500% Actual/360 122,792 08/11/2001 N/A Yes Lock/29_Def/ 0.0525% 85_0%/6 11 7.2000% Actual/360 85,631 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 12 7.2000% Actual/360 33,821 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 13 7.8500% Actual/360 120,074 08/11/2001 N/A Yes Lock/29_Def/ 0.0925% 88_0%/3 15 6.8600% Actual/360 106,588 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 16 7.7600% Actual/360 109,717 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 18 7.3500% Actual/360 94,389 04/11/2001 N/A Yes Lock/33_Def/ 0.0525% 81_0%/6 19 7.3300% Actual/360 93,515 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 20 8.3400% Actual/360 102,276 12/11/2001 11/11/2011 Yes Lock/25_Def/ 0.0525% 94_0%/1 21 7.6500% Actual/360 95,784 09/11/2001 08/11/2011 Yes Lock/28_Def/ 0.0525% 89_0%/3 23 7.2500% Actual/360 78,450 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3
A-1
ZIP MORTGAGE # CROSSED PROPERTY NAME ADDRESS CITY STATE CODE ORIGINATOR --- ------- ------------------------- ------------------------ ---------- ----- ------ --------- 24 Gateway Center 23692-24042 Alicia Parkway Mission Viejo CA 92691 CSFB 25 Allied Plaza 7777-7787 Alvarado Road La Mesa CA 91941 CSFB 26 Country Walk Plaza 13707-89 Southwest 152nd Miami FL 33186 Column Street 28 Granite Portfolio Column 29 Ogden Corporate Center 801-815 Ogden Avenue Lisle IL 60534 Column 30 Ashley of Spring Valley 693 South Wymore Road Altamonte FL 32714 Column Apartments Springs 33 Holiday Inn Ontario 3400 Shelby Street Ontario CA 91764 CSFB 35 Bremner Woods Apartments 4501-A Sprenkle Lane Richmond VA 23228 Union Phase III Capital Investments, LLC 36 Northtowne Plaza 2950, 2970 and 2990 Reno NV 89512 Column Northtowne Lane 37 Kittery Outlet Center & 340 & 350 US Route One Kittery ME 03904 Union Kittery Barn Capital Investments, LLC 38 C & T Warehouse 50 Independence Drive Ayer MA 01432 Union Capital Investments, LLC 39 Sierra Point Apartments 3800 Portland Street Irving TX 75038 Column 41 Northpointe Commons - 10050 Two Notch Road Columbia SC 29223 Union Shops Capital Investments, LLC 42 Christmas Tree Shops Plaza 490 Payne Road Scarborough ME 04074 Column 47 Summer Trace Apartments 6015 Summer Trace Drive Memphis TN 38134 Column 48 Florida Eckerd Portfolio Westminster Capital Company, L.C. 49 1452 Third Street 1452-1456 Third Street Santa Monica CA 90401 Column Promenade Promenade 50 Creek Crossing Shopping 1919-1935 Faithon P. Lucas Mesquite TX 75181 Column Center Drive 51 Trolley Industrial Park 21100-21150 Trolley Drive Taylor MI 48180 Column 52 North Hills Terrace 4115 Camelot Drive Raleigh NC 27609 Union Capital Investments, LLC 54 Glenwood Portfolio Column 55 University Village Column Portfolio 62 Tanglewood 6522 54th Avenue North Saint FL 33709 Column Petersburg 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 --- ----------- ---- ----------- ----------- ------- -------- ------ ----- --------- -------- 24 Column 1 $11,250,000 $11,235,863 Fee 0 360 358 120 118 25 Column 1 $11,000,000 $10,976,599 Fee 0 360 357 120 117 26 Column 1 $10,480,000 $10,465,366 Fee 0 360 358 120 118 28 Column 1 $10,000,000 $9,969,536 Fee 0 360 354 120 114 29 Column 1 $9,700,000 $9,680,530 Fee 0 360 357 120 117 30 Column 1 $9,680,000 $9,659,264 Fee 0 360 357 120 117 33 Column 1 $9,000,000 $8,943,852 Fee 0 300 293 120 113 35 Column 1 $8,500,000 $8,487,954 Fee 0 360 358 120 118 36 Column 1 $8,100,000 $8,080,236 Fee 0 360 356 120 116 37 Column 1 $8,100,000 $8,070,539 Fee 0 300 296 120 116 38 Column 1 $8,000,000 $7,934,649 Fee 0 360 343 120 103 39 Column 1 $7,900,000 $7,889,477 Fee 0 360 358 120 118 41 Column 1 $7,500,000 $7,490,307 Fee 0 360 358 120 118 42 Column 1 $7,000,000 $6,982,158 Leasehold 0 356 352 120 116 47 Column 1 $6,425,000 $6,410,626 Fee 0 360 357 120 117 48 Column 1 $6,150,000 $6,132,077 Fee 0 300 297 120 117 49 Column 1 $5,750,000 $5,742,588 Fee 0 360 358 120 118 50 Column 1 $5,600,000 $5,592,409 Fee 0 360 358 120 118 51 Column 1 $5,400,000 $5,392,235 Fee 0 360 358 120 118 52 Column 1 $5,400,000 $5,389,110 Fee 0 360 357 120 117 54 Column 1 $5,200,000 $5,189,587 Fee 0 360 357 120 117 55 Column 1 $4,925,000 $4,917,831 Fee 0 360 358 120 118 62 Column 1 $4,200,000 $4,189,020 Fee 0 360 356 120 116 INTEREST SERVICING CALCULATION FIRST AND INTEREST (30/360/ MONTHLY PAYMENT DEFEAS- DEFEASANCE TRUSTEE # RATE ACTUAL/360) PAYMENT DATE ARD ANCE PROVISION FEES --- -------- ------------ ------- ---------- ----------- ------- ------------ ---------- 24 7.5700% Actual/360 79,202 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 25 7.3000% Actual/360 75,413 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 26 7.1500% Actual/360 70,783 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 28 8.4200% Actual/360 76,325 07/11/2001 N/A Yes Lock/30_Def/ 0.0525% 87_0%/3 29 7.5500% Actual/360 68,156 10/11/2001 09/11/2011 Yes Lock/27_Def/ 0.0525% 91_0%/2 30 7.2700% Actual/360 66,166 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 33 8.2800% Actual/360 71,141 06/11/2001 N/A Yes Lock/31_Def/ 0.0525% 83_0%/6 35 7.0900% Actual/360 57,065 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 36 7.7100% Actual/360 57,806 09/11/2001 08/11/2011 Yes Lock/28_Def/ 0.0525% 89_0%/3 37 8.2200% Actual/360 63,702 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 88_0%/4 38 8.8100% Actual/360 63,279 08/01/2000 N/A Yes Lock/41_Def/ 0.0525% 73_0%/6 39 7.3400% Actual/360 54,375 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 41 7.4600% Actual/360 52,236 11/11/2001 10/11/2011 Yes Lock/26_Def/ 0.0525% 91_0%/3 42 7.6700% Actual/360 49,907 09/11/2001 N/A Yes Lock/28_Def/ 0.0725% 89_0%/3 47 7.0800% Actual/360 43,091 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 48 8.0700% Actual/360 47,752 10/11/2001 09/11/2011 Yes Lock/27_Def/ 0.0525% 90_0%/3 49 7.4700% Actual/360 40,087 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 50 7.2700% Actual/360 38,278 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 51 7.0300% Actual/360 36,035 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 52 7.5300% Actual/360 37,869 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 54 7.5600% Actual/360 36,573 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 55 6.9800% Actual/360 32,700 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 62 7.4400% Actual/360 29,195 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 86_0%/6
A-2
ZIP MORTGAGE # CROSSED PROPERTY NAME ADDRESS CITY STATE CODE ORIGINATOR --- ------- ------------------------- ------------------------ ---------- ----- ------ --------- 63 Westin Centre 9535 Cliffdale Road Fayetteville NC 28304 Union Capital Investments, LLC 67 Greenville Business Center 888 South Greenville Avenue Richardson TX 75081 Column 68 Woodland Crossing 2021 Highridge Drive Huntsville AL 35802 Column Apartments 69 Tramway Crossings 2244 Jefferson Davis Highway Sanford NC 27330 Union Capital Investments, LLC 70 ( B ) Scottsdale Airpark III - 15610 North 83rd Way Scottsdale AZ 85260 Column 15610 Bldg 71 ( B ) Scottsdale Airpark III - 15953 North Greenway-Hayden Scottsdale AZ 85260 Column 15953 Bldg Loop 72 Riviera Estates Mobile 29141 U.S. Highway 19 North Clearwater FL 33761 Union Home Park Capital Investments, LLC 74 Hampton Village Apartments 2451 Hurt Road Rocky Mount NC 27804 Union Capital Investments, LLC 75 Wellongate Apartments 3430 Sunset Avenue Rocky Mount NC 27804 Union Capital Investments, LLC 76 Birch Centre 20151 Southwest Birch Street Newport Beach CA 92660 Column 77 Albertson's Plaza 6340 South Rural Road Tempe AZ 85283 Column 83 100 North Brand Office 100 North Brand Avenue Glendale CA 91203 CSFB Building 84 Residences at Bear Creek 5501 Sayle Street Greenville TX 75402 Column 85 Cedarstone 1544 Sawdust Road Woodlands TX 77380 Column 86 Tiburon View Apartments 16895 Oakmont Drive Omaha NE 68136 Column 87 Regency Park Shopping 2101 South Tarboro Street Wilson NC 27893 Column Center 88 Richardson Drive Plaza 1475-1485 Richardson Drive Richardson TX 75080 Column 89 Westwood Village Shopping 2448 Lewisville-Clemmons Road Clemmons NC 27012 Column Center 90 Southwestern Plaza 4251 South 144th Street Omaha NE 68137 Column Shopping Center 92 Ashgrove Apartments 480 and 481 Hambrick Road Stone GA 30083 Column Mountain 93 Bethlehem Woods Apartments 150 Moye Court Rocky Mount NC 27803 Union Capital Investments, LLC 94 Sunset Plaza Office 3481 East Sunset Road Las Vegas NV 89120 Column Complex 95 Tahoe Pine Ridge Plaza 917 Tahoe Boulevard Incline NV 89451 Column Village INITIAL MORTGAGE FEE/ INTEREST ORIG REM. ORIG. LOAN SUB- ORIGINAL CUT-OFF LEASE- ONLY AMORT. AMORT. TERM TO # SELLER POOL BALANCE BALANCE HOLD TERM TERM TERM MATURITY --- ----------- ---- ----------- ----------- ------- -------- ------ ----- --------- 63 Column 1 $4,100,000 $4,089,064 Fee 0 360 356 120 67 Column 1 $3,900,000 $3,890,593 Fee 0 342 339 120 68 Column 1 $3,800,000 $3,789,349 Fee 0 360 356 120 69 Column 1 $3,700,000 $3,690,131 Fee 0 360 356 120 70 Column 1 $1,980,000 $1,977,600 Fee 0 360 358 84 71 Column 1 $1,645,000 $1,643,006 Fee 0 360 358 84 72 Column 1 $3,600,000 $3,586,913 Fee 0 300 297 120 74 Column 1 $3,450,000 $3,442,627 Fee 0 360 357 120 75 Column 1 $3,425,000 $3,416,248 Fee 0 360 356 120 76 Column 1 $3,300,000 $3,289,969 Fee 0 360 355 120 77 Column 1 $3,130,000 $3,126,067 Fee 0 360 358 120 83 Column 1 $2,900,000 $2,893,832 Fee 0 300 298 120 84 Column 1 $2,900,000 $2,891,467 Fee 0 360 355 120 85 Column 1 $2,800,000 $2,794,287 Fee 0 360 357 120 86 Column 1 $2,800,000 $2,793,564 Fee 0 384 380 120 87 Column 1 $2,752,000 $2,744,878 Fee 0 360 356 120 88 Column 1 $2,700,000 $2,696,322 Fee 0 360 358 120 89 Column 1 $2,600,000 $2,594,595 Fee 0 360 357 120 90 Column 1 $2,530,000 $2,524,111 Fee 0 360 356 120 92 Column 1 $2,500,000 $2,491,554 Fee 0 300 297 120 93 Column 1 $2,300,000 $2,294,123 Fee 0 360 356 120 94 Column 1 $2,250,000 $2,245,257 Fee 0 360 357 120 95 Column 1 $2,230,000 $2,224,474 Fee 0 360 356 120 INTEREST SERVICING REM. CALCULATION FIRST AND TERM TO INTEREST (30/360/ MONTHLY PAYMENT DEFEAS- DEFEASANCE TRUSTEE # MATURITY RATE ACTUAL/360) PAYMENT DATE ARD ANCE PROVISION FEES --- -------- -------- ------------ ------- ---------- ----------- ------- ------------ --------- 63 116 7.3600% Actual/360 28,276 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 67 117 7.3500% Actual/360 27,269 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 68 116 7.1600% Actual/360 25,691 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 69 116 7.3600% Actual/360 25,517 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 70 82 7.7100% Actual/360 14,130 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 55_0%/3 71 82 7.7100% Actual/360 11,740 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 55_0%/3 72 117 6.8300% Actual/360 25,055 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 74 117 7.2800% Actual/360 23,605 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 75 116 7.5300% Actual/360 24,018 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 76 115 7.6000% Actual/360 23,300 08/11/2001 N/A Yes Lock/29_Def/ 0.0525% 88_0%/3 77 118 7.5700% Actual/360 22,036 11/11/2001 N/A Yes Lock/38_Def/ 0.0525% 76_0%/6 83 118 7.3750% Actual/360 21,196 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 84 115 7.7200% Actual/360 20,716 08/11/2001 N/A Yes Lock/29_Def/ 0.0525% 85_0%/6 85 117 7.4800% Actual/360 19,540 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 86 116 7.2200% Actual/360 18,723 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 87 116 7.4800% Actual/360 19,205 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 88 118 7.2500% Actual/360 18,419 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 91_0%/3 89 117 7.4000% Actual/360 18,002 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 90 116 7.8900% Actual/360 18,371 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 92 117 7.2500% Actual/360 18,070 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 93 116 7.5300% Actual/360 16,129 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 94 117 7.3400% Actual/360 15,487 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 90_0%/3 95 116 7.6500% Actual/360 15,822 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 86_0%/6
A-3
ZIP MORTGAGE # CROSSED PROPERTY NAME ADDRESS CITY STATE CODE ORIGINATOR --- ------- ------------------------- ------------------------ ---------- ----- ------ --------- 97 Northlake Apartments 310 Northlake Drive Warner Robins GA 31093 Column 99 Siboney Professional 5122 Katella Avenue Los Alamitos CA 90720 CSFB Building 101 D.R. Commons and Taft 59-61 Broadway Avenue Dry Ridge KY 41035 Column Center 103 Woodcreek Apartments 4690 Log Cabin Drive Macon GA 31204 Column 104 Brynfield Court Apartments 5050 Wynnefield Avenue Philadelphia PA 19131 Column 106 Virginia Avenue Plaza 800 Virginia Avenue Fort Pierce FL 34982 Column 107 ( C ) Pinewood Apartments 1150, 1200 20th Street N.E. Cleveland TN 37311 NW 108 ( C ) Pinecreek Apartments 749 20th Street S.E. Cleveland TN 37311 NW 110 London Square Apartments 5569 Gasmer Drive Houston TX 77035 NW 111 Fairview Arms Apartments 5201-5219 Wynnefield Avenue Philadelphia PA 19131 Column 112 Park Manor Apartments 9766-9846 Rose Hill Road Berrien MI 49103 Column Springs 113 Albertson's-Shadow 250 South FM 270 League City TX 77573 Column Shopping Center 114 Buckingham Townhomes 9930 Buckingham Road Dallas TX 75243 Column 115 South Hills Mobile Home 842 East Alosta Avenue Glendora CA 91740 CSFB Estates 116 Lowe's Food Store 2900 Wake Forest Road Raleigh NC 27609 Column 117 Maple Court Apartments 4809-4815 122nd Street SW Lakewood WA 98499 NW 119 3115 Long Beach Road 3115 Long Beach Road Oceanside NY 11572 Column 120 College Street Shopping 3695-3779 College Street Beaumont TX 77701 Column Center 121 679 Ninth Avenue 679 Ninth Avenue New York NY 10019 NW 123 2 Claire Road 2 Claire Road East NJ 08816 Column Brunswick 125 Alta Drive Apartments 355-375 Alta Drive Grayslake IL 60030 Column 126 Powers Rentals Apartments 1237-1251 Parkway Place Clarksville TN 37040 Column 127 Fairfield Apartments 343, 353 and 363 Kenrick Lane Front Royal VA 22630 NW 128 Wade Office Building 12950 Country Parkway San Antonio TX 78216 Column 129 361 Broadway 361 Broadway Chelsea MA 02150 NW 130 Wynmawr Court Apartments 5001-5019 Gainor Road Philadelphia PA 19131 Column 131 Gleneagles Apartments 125 Cleveland Avenue Cocoa Beach FL 32931 NW 132 Toni-Lynn Apartments 499 W. Progress Ave Littleton CO 80120 NW 133 Barcelona West Mobile 4141 Barcelona Road SW Albuquerque NM 87121 NW Home Park 134 Roselle Apartments 248-252 East 1st Avenue Roselle NJ 07203 NW INITIAL MORTGAGE FEE/ INTEREST ORIG REM. ORIG. LOAN SUB- ORIGINAL CUT-OFF LEASE- ONLY AMORT. AMORT. TERM TO # SELLER POOL BALANCE BALANCE HOLD TERM TERM TERM MATURITY --- ----------- ---- ----------- ----------- ------- -------- ------ ----- --------- 97 Column 1 $2,165,000 $2,160,341 Fee 0 360 357 120 99 Column 1 $2,050,000 $2,045,390 Fee 0 360 356 120 101 Column 1 $1,950,000 $1,945,449 Fee 0 360 356 120 103 Column 1 $1,800,000 $1,792,824 Fee 0 300 296 120 104 Column 1 $1,710,000 $1,704,274 Fee 0 300 297 120 106 Column 1 $1,690,000 $1,686,762 Fee 0 300 298 120 107 Column 2 $1,090,000 $1,052,834 Fee 0 300 269 120 108 Column 2 $575,000 $555,394 Fee 0 300 269 120 110 Column 2 $1,579,000 $1,550,693 Fee 0 300 279 120 111 Column 1 $1,536,000 $1,530,856 Fee 0 300 297 120 112 Column 1 $1,500,000 $1,496,772 Fee 0 360 357 120 113 Column 1 $1,500,000 $1,495,171 Fee 0 360 354 120 114 Column 1 $1,475,000 $1,468,926 Fee 0 300 296 120 115 Column 1 $1,450,000 $1,445,436 Fee 0 360 355 120 116 Column 1 $1,450,000 $1,439,467 Leasehold 0 204 201 120 117 Column 2 $1,403,000 $1,386,097 Fee 0 360 337 120 119 Column 1 $1,275,000 $1,272,713 Fee 0 360 357 120 120 Column 1 $1,275,000 $1,271,298 Fee 0 300 297 120 121 Column 2 $1,300,000 $1,266,848 Fee 0 300 274 120 123 Column 1 $1,200,000 $1,196,949 Fee 0 360 356 120 125 Column 1 $1,175,000 $1,172,118 Fee 0 360 356 60 126 Column 1 $1,165,000 $1,159,037 Fee 0 240 237 120 127 Column 2 $1,141,000 $1,130,605 Fee 0 360 338 120 128 Column 1 $1,120,000 $1,117,274 Fee 0 360 356 120 129 Column 2 $1,113,000 $1,088,217 Fee 0 300 273 120 130 Column 1 $1,040,000 $1,036,517 Fee 0 300 297 120 131 Column 2 $1,020,000 $1,005,720 Fee 0 360 337 120 132 Column 2 $999,900 $982,708 Fee 0 360 331 84 133 Column 2 $1,014,000 $952,838 Fee 0 240 204 120 134 Column 2 $950,000 $932,623 Fee 0 300 279 120 INTEREST SERVICING REM. CALCULATION FIRST AND TERM TO INTEREST (30/360/ MONTHLY PAYMENT DEFEAS- DEFEASANCE TRUSTEE # MATURITY RATE ACTUAL/360) PAYMENT DATE ARD ANCE PROVISION FEES --- -------- -------- ------------ ------- ---------- ----------- ------- ------------ -------- 97 117 7.2500% Actual/360 14,769 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 99 116 8.0200% Actual/360 15,071 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 86_0%/6 101 116 7.8800% Actual/360 14,146 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 86_0%/6 103 116 7.7500% Actual/360 13,596 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 86_0%/6 104 117 7.3000% Actual/360 12,415 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 106 118 7.9200% Actual/360 12,954 11/11/2001 N/A Yes Lock/26_Def/ 0.0525% 88_0%/6 107 89 8.3750% 30/360 8,685 06/01/1999 N/A No N/A 0.3725% 108 89 8.3750% 30/360 4,582 06/01/1999 N/A No N/A 0.3725% 110 99 9.7500% 30/360 14,071 04/01/2000 N/A No N/A 0.3725% 111 117 7.3000% Actual/360 11,152 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 112 117 7.2500% Actual/360 10,233 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 113 114 8.2200% Actual/360 11,237 07/11/2001 N/A Yes Lock/30_Def/ 0.0525% 84_0%/6 114 116 7.5800% Actual/360 10,977 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 86_0%/6 115 115 7.4700% Actual/360 10,109 08/11/2001 N/A Yes Lock/29_Def/ 0.0525% 85_0%/6 116 117 7.3500% Actual/360 12,469 10/11/2001 09/11/2011 Yes Lock/27_Def/ 0.0525% 90_0%/3 117 97 9.6250% 30/360 11,925 02/01/2000 N/A No N/A 0.3725% 119 117 8.0200% Actual/360 9,373 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 120 117 8.0900% Actual/360 9,917 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 121 94 9.0000% 30/360 10,910 11/01/1999 N/A No N/A 0.3725% 123 116 7.5500% Actual/360 8,432 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 86_0%/6 125 56 7.6900% Actual/360 8,369 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 26_0%/6 126 117 7.6800% Actual/360 9,514 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 127 98 10.7500% 30/360 10,651 03/01/2000 N/A No N/A 0.3725% 128 116 7.7200% Actual/360 8,001 09/11/2001 N/A Yes Lock/28_Def/ 0.0525% 89_0%/3 129 93 10.1250% 30/360 10,212 10/01/1999 N/A No N/A 0.3725% 130 117 7.3000% Actual/360 7,551 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 131 97 8.8750% 30/360 8,116 02/01/2000 N/A No N/A 0.3725% 132 55 9.1250% 30/360 8,136 08/01/1999 N/A No N/A 0.3725% 133 84 9.1900% 30/360 9,248 01/01/1999 N/A No N/A 0.3725% 134 99 9.6250% 30/360 8,383 04/01/2000 N/A No N/A 0.3725%
A-4
ZIP MORTGAGE # CROSSED PROPERTY NAME ADDRESS CITY STATE CODE ORIGINATOR --- ------- ------------------------- ------------------------ ---------- ----- ------ --------- 135 Laurel Garden Apartments 333 North Ash Street Casper WY 82601 NW 136 Green Valley Mobile Home 9660 4th Street NW Albuquerque NM 87114 NW Park 137 Cathedral Park Apartments 8820 Ivanhoe St./ 8833 N Portland OR 97718 NW Sycamore St. 138 Glen Oaks Apartments 1432 Parkway Drive Melbourne FL 32935 NW 139 ( D ) 5427 Romaine Street 5427 Romaine Street Los Angeles CA 90038 NW 140 ( D ) 501 N. Kenmore & 4529 501 N. Kenmore Ave & 4529 Los Angeles CA 90004 NW Rosewood Rosewood Avenue 141 1510 S. St. Andrews Pl. 1414, 1510, 1522, 1541, 1823 Los Angeles CA 90019 NW S. St. Andrews Pl., 1546 S. Wilton Pl., and 220 6th Ave. 142 1014-1018 N. Charles 1014-1018 N. Charles Street Baltimore MD 21201 NW Street 143 Oliver Hall Apartments 6100 McCallum Street Philadelphia PA 19144 Column 144 Maryland Court Apartments 8000 - 8012 South Maryland Chicago IL 60619 Column Avenue 145 1914-1926 Summer Breeze 1914, 1916, 1918, 1920, 1922, Mission TX 78572 NW 1924 and 1926 Summer Breeze 146 159-163 Marshall Street 159-163 Marshall St Syracus NY 13202 NW 147 3423-3425 Bergenline 3423-3425 Bergenline Avenue Union City NJ 07087 NW Avenue 148 30 Amherst, 1 &1 1/2 30 Amherst, 1 &1 1/2 Oxford Pueblo CO 81005 NW Oxford 149 Greystone Apartments 811 N. Main Street Independence OR 97351 NW 150 The Spincycle Shopping 8017 Old Spanish Trail Houston TX 77054 NW Center 151 241 South Arlington Avenue 241 South Arlington Avenue East Orange NJ 07019 NW 152 516-520 West 188th Street 516-520 W. 188th St New York NY 10040 NW 153 Dawn Lynn Apartments 3600 S. Fox St. Englewood CO 80110 NW 154 2923-2961 Ferncreek & 2923-2961 Ferncreek Ave & Orlando FL 32806 NW 2930-2971 Martin 2930-2971 Martin St. 155 Whitehill Apartments 11333 Whittier Detroit MI 48224 NW 156 6807 North 45th Avenue 6807 North 45th Avenue Glendale AZ 85301 NW 157 120-126 Market St. & 120-126 Market St. & 14-24 Paterson NJ 07505 NW 14-24 Hamilton St. Hamilton St. 158 1276 Military Road 1276 Military Road Tonawanda NY 14217 NW 159 3021 North 39th Street 3021 North 39th Street Phoenix AZ 85018 NW 160 18 Burney Street 18 Burney Street Boston MA 02120 NW 161 Eastgate Garden Apartments 424 S. Chestnut Ave. and 423 Fresno CA 93702 NW and 441 S. Dearing Ave. 162 Kym's Court Apartment 1400 South Casino Center Las Vegas NV 89104 NW Complex Boulevard 163 1210 So. Nevada Street 1210 So. Nevada Street Oceanside CA 92054 NW 164 Country Time Mobile Home 22591 Ford Road Porter TX 77365 NW Park 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 --- ----------- ---- ----------- ----------- ------- -------- ------ ----- --------- -------- 135 Column 2 $955,460 $930,178 Fee 0 360 323 120 83 136 Column 2 $962,500 $906,057 Fee 0 240 204 120 84 137 Column 2 $900,000 $874,189 Fee 0 360 321 120 81 138 Column 2 $880,000 $867,372 Fee 0 360 337 120 97 139 Column 2 $584,000 $564,798 Fee 0 300 270 120 90 140 Column 2 $306,000 $299,677 Fee 0 360 330 120 90 141 Column 2 $879,284 $854,503 Fee 0 360 321 120 81 142 Column 2 $875,000 $852,169 Fee 0 360 321 120 81 143 Column 1 $840,000 $837,187 Fee 0 300 297 120 117 144 Column 1 $825,000 $821,355 Fee 0 300 295 120 115 145 Column 2 $840,000 $821,335 Fee 0 360 324 120 84 146 Column 2 $718,000 $704,728 Fee 0 300 278 120 98 147 Column 2 $700,000 $683,325 Fee 0 300 276 120 96 148 Column 2 $680,000 $630,813 Fee 0 240 205 120 85 149 Column 2 $644,000 $630,700 Fee 0 360 328 120 88 150 Column 2 $632,500 $613,098 Fee 0 300 270 120 90 151 Column 2 $595,000 $584,517 Fee 0 360 329 120 89 152 Column 2 $600,000 $580,827 Fee 0 240 219 120 99 153 Column 2 $596,000 $561,993 Fee 0 240 208 84 52 154 Column 2 $545,000 $531,247 Fee 0 360 323 120 83 155 Column 2 $540,000 $523,307 Fee 0 300 268 120 88 156 Column 2 $525,000 $512,561 Fee 0 360 325 120 85 157 Column 2 $500,000 $478,941 Fee 0 240 209 120 89 158 Column 2 $485,000 $475,959 Fee 0 300 277 120 97 159 Column 2 $489,750 $475,032 Fee 0 360 321 120 81 160 Column 2 $450,000 $440,542 Fee 0 300 277 120 97 161 Column 2 $430,000 $422,197 Fee 0 360 329 120 89 162 Column 2 $426,000 $419,412 Fee 0 360 332 120 92 163 Column 2 $428,000 $418,995 Fee 0 360 329 120 89 164 Column 2 $425,000 $416,886 Fee 0 360 325 120 85 INTEREST SERVICING CALCULATION FIRST AND INTEREST (30/360/ MONTHLY PAYMENT DEFEAS- DEFEASANCE TRUSTEE # RATE ACTUAL/360) PAYMENT DATE ARD ANCE PROVISION FEES --- -------- ------------ ------- ---------- ----------- ------- ------------ ---------- 135 8.3100% 30/360 7,218 12/01/1998 N/A No N/A 0.3725% 136 9.4400% 30/360 8,934 01/01/1999 N/A No N/A 0.3725% 137 8.2000% 30/360 6,730 10/01/1998 N/A No N/A 0.3725% 138 8.7500% 30/360 6,923 02/01/2000 N/A No N/A 0.3725% 139 8.3750% 30/360 4,653 07/01/1999 N/A No N/A 0.3725% 140 8.3750% 30/360 2,326 07/01/1999 N/A No N/A 0.3725% 141 8.3500% 30/360 6,668 10/01/1998 N/A No N/A 0.3725% 142 8.7000% 30/360 6,852 10/01/1998 N/A No N/A 0.3725% 143 7.3000% Actual/360 6,099 10/11/2001 N/A Yes Lock/27_Def/ 0.0525% 87_0%/6 144 8.2500% Actual/360 6,505 08/11/2001 N/A Yes Lock/29_Def/ 0.0525% 85_0%/6 145 9.0600% 30/360 6,795 01/01/1999 N/A No N/A 0.3725% 146 9.8750% 30/360 6,461 03/01/2000 N/A No N/A 0.3725% 147 8.8750% 30/360 5,815 01/01/2000 N/A No N/A 0.3725% 148 7.2500% 30/360 5,375 02/01/1999 N/A No N/A 0.3725% 149 8.7500% 30/360 5,066 05/01/1999 N/A No N/A 0.3725% 150 8.8300% 30/360 5,234 07/01/1999 N/A No N/A 0.3725% 151 9.3800% 30/360 4,951 06/01/1999 N/A No N/A 0.3725% 152 9.5000% 30/360 5,593 04/01/2000 N/A No N/A 0.3725% 153 8.5000% 30/360 5,172 05/01/1999 N/A No N/A 0.3725% 154 8.5600% 30/360 4,214 12/01/1998 N/A No N/A 0.3725% 155 9.2500% 30/360 4,624 05/01/1999 N/A No N/A 0.3725% 156 8.5600% 30/360 4,059 02/01/1999 N/A No N/A 0.3725% 157 10.5000% 30/360 4,992 06/01/1999 N/A No N/A 0.3725% 158 10.1250% 30/360 4,450 02/01/2000 N/A No N/A 0.3725% 159 7.9500% 30/360 3,577 10/01/1998 N/A No N/A 0.3725% 160 9.3750% 30/360 3,893 02/01/2000 N/A No N/A 0.3725% 161 9.2300% 30/360 3,531 06/01/1999 N/A No N/A 0.3725% 162 9.4630% 30/360 3,571 09/01/1999 N/A No N/A 0.3725% 163 8.4700% 30/360 3,282 06/01/1999 N/A No N/A 0.3725% 164 9.5800% 30/360 3,598 02/01/1999 N/A No N/A 0.3725%
A-5
ZIP MORTGAGE # CROSSED PROPERTY NAME ADDRESS CITY STATE CODE ORIGINATOR --- ------- ------------------------- ------------------------ ---------- ----- ------ --------- 165 111 South Ave. 63 111 South Ave. 63 Los Angeles CA 90042 NW 166 Riley Court 307 West Tague Greenfield IN 46140 NW 167 Home Video 3522 Satellite Boulevard Atlanta GA 30136 NW 168 Casa Linda Apartments 502 S. 1st Ave Yuma AZ 85364 NW 169 Schuerman Law Firm 507 N. Walnut Street Batesville IN 47006 NW 170 9 Main Street 9 Main Street Chester NJ 07930 NW 171 The Elmira Apartments 2846 Federal Boulevard Denver CO 80211 NW 172 2966 Wilshire Boulevard 2966 Wilshire Boulevard Los Angeles CA 90010 NW 173 392 Montague Road 392 Montague Road Sunderland MA 01375 NW 174 110-13 55th Avenue 110-13 55th Avenue Corona NY 11368 NW 175 2747 Newell Street 2747 Newell Street Los Angeles CA 90255 NW 176 The Greenbriar Apartments 22280 Euclid Avenue Euclid OH 44117 NW 177 16021 S. Denker Avenue 16021 S. Denker Avenue Gardena CA 90247 NW 178 1240 S. Norton Avenue 1240 S. Norton Avenue Los Angeles CA 90020 NW 179 914 N. Charles Street/913 914 N Charles Street/913 Baltimore MD 21201 NW Morton Street Morton Street City 180 Castle Raphael Apartments 1411-1415 Vine Street Denver CO 80206 NW 181 4151 3rd Avenue 4151 3rd Avenue Los Angeles CA 90008 NW 182 1352 N. Las Palmas Avenue 1352 N. Las Palmas Avenue Los Angeles CA 90028 NW 183 3781 Martin Luther King 3781 Martin Luther King Jr. Atlanta GA 30331 NW Jr. Drive Drive 184 1228 Jefferson Avenue 1228 Jefferson Avenue Clovis CA 93612 NW 185 517 S. Rampart Boulevard 517 S. Rampart Boulevard Los Angeles CA 90057 NW 186 514-522 Snelling N. / 514-522 Snelling Avenue N. / St. Paul MN 55104 NW 1567-1571 Sherburne 1567-1571 Sherburne Avenue 187 The Hillside Apartments 22650 Euclid Avenue Euclid OH 44117 NW 188 461 Venus Avenue 461 Venus Avenue Juno Beach FL 33408 NW 189 1650 Boston Street 1650 Boston Street Aurora CO 80010 NW 190 217 Van Brunt St 217 Van Brunt St Brooklyn NY 11231 NW 191 126 Bowden Street 126 Bowden Street Lowell MA 01852 NW 192 Field Street Townhouses 436-450 Field Street Sparks NV 89431 NW 193 769 Tremont Street 769 Tremont Street Boston MA 02116 NW 194 594-596 West Side Avenue 594-596 West Side Avenue Jersey City NJ 07304 NW 195 5850 Stockton Boulevard 5850 Stockton Boulevard Sacramento CA 95824 NW 196 613 S. Prairie Avenue 613 S. Prairie Avenue Inglewood CA 90301 NW 197 5421-5431 Cypress Road 5421-5431 Cypress Road Oxnard CA 93033 NW 198 Davis Apartments 65 South 400 West Payson UT 84651 NW 199 52, 62 & 72 North 52, 62 & 72 North Wisconsin Porterville CA 93257 NW Wisconsin Street Street 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 --- ----------- ---- ----------- ----------- ------- -------- ------ ----- --------- -------- 165 Column 2 $427,000 $416,883 Fee 0 360 325 120 85 166 Column 2 $430,000 $414,567 Fee 0 300 265 120 85 167 Column 2 $425,000 $412,842 Fee 0 300 268 120 88 168 Column 2 $422,000 $411,489 Fee 0 300 275 120 95 169 Column 2 $418,000 $411,365 Fee 0 300 279 120 99 170 Column 2 $400,000 $393,041 Fee 0 300 278 120 98 171 Column 2 $390,000 $380,045 Fee 0 360 323 120 83 172 Column 2 $383,000 $372,803 Fee 0 300 271 120 91 173 Column 2 $380,500 $371,192 Fee 0 360 324 120 84 174 Column 2 $376,000 $370,271 Fee 0 360 334 120 94 175 Column 2 $378,000 $369,044 Fee 0 360 325 120 85 176 Column 2 $375,000 $355,262 Fee 0 300 258 121 79 177 Column 2 $360,000 $349,675 Fee 0 360 321 120 81 178 Column 2 $350,000 $342,498 Fee 0 360 325 120 85 179 Column 2 $350,000 $342,096 Fee 0 360 325 120 85 180 Column 2 $350,000 $340,292 Fee 0 360 323 120 83 181 Column 2 $326,000 $319,428 Fee 0 360 324 120 84 182 Column 2 $325,000 $318,259 Fee 0 360 326 120 86 183 Column 2 $315,000 $309,236 Fee 0 360 328 120 88 184 Column 2 $315,000 $307,866 Fee 0 360 326 120 86 185 Column 2 $310,000 $303,290 Fee 0 360 325 84 49 186 Column 2 $307,000 $300,240 Fee 0 300 276 120 96 187 Column 2 $307,500 $291,314 Fee 0 300 258 121 79 188 Column 2 $297,500 $291,123 Fee 0 360 325 120 85 189 Column 2 $292,000 $278,097 Fee 0 240 211 120 91 190 Column 2 $284,000 $277,989 Fee 0 300 276 120 96 191 Column 2 $277,500 $273,154 Fee 0 360 332 120 92 192 Column 2 $281,000 $272,917 Fee 0 300 272 120 92 193 Column 2 $283,500 $269,870 Fee 0 300 258 120 78 194 Column 2 $267,000 $264,019 Fee 0 360 337 120 97 195 Column 2 $266,000 $259,195 Fee 0 300 272 120 92 196 Column 2 $262,500 $256,873 Fee 0 360 325 120 85 197 Column 2 $259,000 $254,551 Fee 0 360 331 120 91 198 Column 2 $259,000 $254,016 Fee 0 300 278 120 98 199 Column 2 $254,000 $249,409 Fee 0 360 329 120 89 INTEREST SERVICING CALCULATION FIRST AND INTEREST (30/360/ MONTHLY PAYMENT DEFEAS- DEFEASANCE TRUSTEE # RATE ACTUAL/360) PAYMENT DATE ARD ANCE PROVISION FEES --- -------- ------------ ------- ---------- ----------- ------- ------------ ---------- 165 8.5600% 30/360 3,301 02/01/1999 N/A No N/A 0.3725% 166 8.8300% 30/360 3,559 02/01/1999 N/A No N/A 0.3725% 167 9.7500% 30/360 3,787 05/01/1999 N/A No N/A 0.3725% 168 8.8750% 30/360 3,505 12/01/1999 N/A No N/A 0.3725% 169 10.5000% 30/360 3,947 04/01/2000 N/A No N/A 0.3725% 170 10.2500% 30/360 3,706 03/01/2000 N/A No N/A 0.3725% 171 8.5000% 30/360 2,999 12/01/1998 N/A No N/A 0.3725% 172 9.5000% 30/360 3,346 08/01/1999 N/A No N/A 0.3725% 173 8.5600% 30/360 2,942 01/01/1999 N/A No N/A 0.3725% 174 9.1250% 30/360 3,059 11/01/1999 N/A No N/A 0.3725% 175 8.5600% 30/360 2,923 02/01/1999 N/A No N/A 0.3725% 176 7.7500% 30/360 2,832 07/01/1998 N/A No N/A 0.3725% 177 8.2000% 30/360 2,692 10/01/1998 N/A No N/A 0.3725% 178 9.0800% 30/360 2,836 02/01/1999 N/A No N/A 0.3725% 179 8.8100% 30/360 2,768 02/01/1999 N/A No N/A 0.3725% 180 8.0600% 30/360 2,583 12/01/1998 N/A No N/A 0.3725% 181 9.5600% 30/360 2,755 01/01/1999 N/A No N/A 0.3725% 182 9.0800% 30/360 2,634 03/01/1999 N/A No N/A 0.3725% 183 9.3700% 30/360 2,619 05/01/1999 N/A No N/A 0.3725% 184 8.6250% 30/360 2,450 03/01/1999 N/A No N/A 0.3725% 185 9.0300% 30/360 2,501 02/01/1999 N/A No N/A 0.3725% 186 9.3750% 30/360 2,656 01/01/2000 N/A No N/A 0.3725% 187 7.7500% 30/360 2,323 07/01/1998 N/A No N/A 0.3725% 188 9.0800% 30/360 2,411 02/01/1999 N/A No N/A 0.3725% 189 9.1250% 30/360 2,651 08/01/1999 N/A No N/A 0.3725% 190 9.6250% 30/360 2,506 01/01/2000 N/A No N/A 0.3725% 191 9.4000% 30/360 2,313 09/01/1999 N/A No N/A 0.3725% 192 8.7500% 30/360 2,310 09/01/1999 N/A No N/A 0.3725% 193 8.3750% 30/360 2,259 07/01/1998 N/A No N/A 0.3725% 194 10.0000% 30/360 2,343 02/01/2000 N/A No N/A 0.3725% 195 9.8750% 30/360 2,394 09/01/1999 N/A No N/A 0.3725% 196 9.0800% 30/360 2,127 02/01/1999 N/A No N/A 0.3725% 197 9.1300% 30/360 2,108 08/01/1999 N/A No N/A 0.3725% 198 9.6250% 30/360 2,285 03/01/2000 N/A No N/A 0.3725% 199 9.2500% 30/360 2,090 06/01/1999 N/A No N/A 0.3725%
A-6
ZIP MORTGAGE # CROSSED PROPERTY NAME ADDRESS CITY STATE CODE ORIGINATOR --- ------- ------------------------- ------------------------ ---------- ----- ------ --------- 200 226 East De La Guerra 226 East De La Guerra Street Santa Barbara CA 93101 NW Street 201 2040 62nd Street 2040 62nd Street Brooklyn NY 11204 NW 202 3425 So. A Street 3425 So. A Street Ventura CA 93030 NW 203 149 High Street 149 High street Somersworth NH 03878 NW 204 11055-11071 SE Bush Street 11055-11071 SE Bush Street Portland OR 97266 NW 205 Columbus Way Apartments 5820 Columbus Way Wasilla AK 99654 NW 206 4213-15 Church Avenue 4213-15 Church Avenue Brooklyn NY 11203 NW 207 2440 Athens Avenue 2440 Athens Avenue Redding CA 96001 NW 208 110-112 Thornton Street 110-112 Thornton Street Revere MA 02151 NW 209 574 Central Avenue 574 Central Avenue Albany NY 12206 NW 210 1020 W. 13th Street 1020 W. 13th Street San Pedro CA 90731 NW 211 1045 S. Alma Street 1045 S. Alma Street Los CA 90731 NW Angeles(San Pedro) 212 9526-9530 1/2 Park Street 9526-9530 1/2 Park Street Bellflower CA 90706 NW 213 251-255 A Street 251-255 A Street Hayward CA 94541 NW 214 3984-86 Pennsylvania 3984-86 Pennsylvania Avenue, Washington DC 20020 NW Avenue, S.E. S.E. 215 27-39 West Montauk Highway 27-39 West Montauk Highway Lindenhurst NY 11721 NW 216 430 South Stanislaus 430 South Stanislaus Street Stockton CA 95203 NW Street 217 Brighton Center 6655-6675 Brighton Boulevard Commerce City CO 80022 NW 218 5527 Barton Avenue 5527 Barton Avenue Los Angeles CA 90038 NW 219 11400 Dodson Street 11400 Dodson Street El Monte CA 91732 NW 220 725-729 Warren Street 725-729 Warren Street Hudson NY 12534 NW 221 3200 Traders Way 3200 Traders Way Winnemucca NV 89445 NW 222 2892 W. 11th Street 2892 W. 11th Street Los Angeles CA 90006 NW 223 5 Grove Street 5 Grove Street Hopkinton MA 01748 NW 224 1752 Rumrill Boulevard 1752 Rumrill Boulevard San Pablo CA 94806 NW 225 1034 East Laurel Drive 1034 East Laurel Drive Salinas CA 93905 NW 226 1615 East Appleton Street 1615 East Appleton Street Long Beach CA 90802 NW 227 727 Olive Avenue 727 Olive Avenue Long Beach CA 90813 NW 228 Genoa Restaurant 2832 SE Belmont Street Portland OR 97214 NW 229 6124 Pembroke Road 6124 Pembroke Road Miramar FL 33023 NW 230 3620 West 159th St./15901 3620 West 159th St./15901 Cleveland OH 44111 NW West Park West Park 231 3140 Pleasant Avenue South 3140 Pleasant Avenue South Minneapolis MN 55408 NW 232 6600 Lincoln Place 6600 Lincoln Place West New York NJ 07093 NW 233 837-901 E. Turney Avenue 837-901 E. Turney Avenue Phoenix AZ 85014 NW 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 --- ----------- ---- ----------- ----------- ------- -------- ------ ----- --------- -------- 200 Column 2 $250,000 $244,326 Fee 0 360 324 120 84 201 Column 2 $250,000 $234,620 Fee 0 180 157 180 157 202 Column 2 $239,500 $232,947 Fee 0 360 321 121 82 203 Column 2 $235,000 $229,927 Fee 0 300 276 120 96 204 Column 2 $234,000 $228,633 Fee 0 360 326 120 86 205 Column 2 $237,000 $223,575 Fee 0 240 209 120 89 206 Column 2 $221,000 $216,467 Fee 0 300 274 120 94 207 Column 2 $220,000 $214,501 Fee 0 360 323 120 83 208 Column 2 $220,000 $213,294 Fee 0 300 271 120 91 209 Column 2 $221,000 $212,070 Fee 0 240 215 120 95 210 Column 2 $211,500 $206,860 Fee 0 360 325 120 85 211 Column 2 $207,000 $202,459 Fee 0 360 325 120 85 212 Column 2 $201,500 $197,164 Fee 0 360 325 120 85 213 Column 2 $240,000 $193,296 Fee 0 120 86 120 86 214 Column 2 $195,000 $190,285 Fee 0 360 321 120 81 215 Column 2 $200,000 $187,238 Fee 0 180 156 180 156 216 Column 2 $188,000 $183,810 Fee 0 360 324 120 84 217 Column 2 $186,000 $179,780 Fee 0 360 325 120 85 218 Column 2 $182,250 $178,869 Fee 0 360 330 120 90 219 Column 2 $180,000 $176,771 Fee 0 360 328 120 88 220 Column 2 $171,000 $167,812 Fee 0 300 277 120 97 221 Column 2 $169,000 $165,654 Fee 0 300 277 120 97 222 Column 2 $168,750 $165,417 Fee 0 360 326 120 86 223 Column 2 $168,000 $163,632 Fee 0 300 274 120 94 224 Column 2 $168,000 $163,524 Fee 0 360 323 120 83 225 Column 2 $162,500 $158,993 Fee 0 360 326 120 86 226 Column 2 $158,270 $154,753 Fee 0 360 324 120 84 227 Column 2 $150,000 $146,412 Fee 0 360 324 120 84 228 Column 2 $150,000 $144,747 Fee 0 300 264 120 84 229 Column 2 $140,000 $136,517 Fee 0 360 321 120 81 230 Column 2 $132,200 $129,616 Fee 0 360 325 120 85 231 Column 2 $117,000 $114,305 Fee 0 300 275 120 95 232 Column 2 $114,000 $111,726 Fee 0 360 326 120 86 233 Column 2 $112,500 $109,568 Fee 0 360 322 120 82 INTEREST SERVICING CALCULATION FIRST AND INTEREST (30/360/ MONTHLY PAYMENT DEFEAS- DEFEASANCE TRUSTEE # RATE ACTUAL/360) PAYMENT DATE ARD ANCE PROVISION FEES --- -------- ------------ ------- ---------- ----------- ------- ------------ ---------- 200 8.9500% 30/360 2,003 01/01/1999 N/A No N/A 0.3725% 201 9.8750% 30/360 2,667 02/01/2000 N/A No N/A 0.3725% 202 8.4500% 30/360 1,833 10/01/1998 N/A No N/A 0.3725% 203 9.5000% 30/360 2,053 01/01/2000 N/A No N/A 0.3725% 204 8.5600% 30/360 1,809 03/01/1999 N/A No N/A 0.3725% 205 8.2500% 30/360 2,019 06/01/1999 N/A No N/A 0.3725% 206 10.3750% 30/360 2,067 11/01/1999 N/A No N/A 0.3725% 207 8.6100% 30/360 1,709 12/01/1998 N/A No N/A 0.3725% 208 8.6250% 30/360 1,790 08/01/1999 N/A No N/A 0.3725% 209 9.1250% 30/360 2,006 12/01/1999 N/A No N/A 0.3725% 210 8.9600% 30/360 1,696 02/01/1999 N/A No N/A 0.3725% 211 8.9600% 30/360 1,660 02/01/1999 N/A No N/A 0.3725% 212 9.0600% 30/360 1,630 02/01/1999 N/A No N/A 0.3725% 213 9.5600% 30/360 3,113 03/01/1999 N/A No N/A 0.3725% 214 9.2500% 30/360 1,604 10/01/1998 N/A No N/A 0.3725% 215 10.0000% 30/360 2,149 01/01/2000 N/A No N/A 0.3725% 216 9.1850% 30/360 1,538 01/01/1999 N/A No N/A 0.3725% 217 9.5600% 30/360 1,572 02/01/1999 N/A No N/A 0.3725% 218 8.9300% 30/360 1,457 07/01/1999 N/A No N/A 0.3725% 219 9.4700% 30/360 1,510 05/01/1999 N/A No N/A 0.3725% 220 10.1250% 30/360 1,569 02/01/2000 N/A No N/A 0.3725% 221 9.7500% 30/360 1,506 02/01/2000 N/A No N/A 0.3725% 222 9.3300% 30/360 1,398 03/01/1999 N/A No N/A 0.3725% 223 8.8750% 30/360 1,396 11/01/1999 N/A No N/A 0.3725% 224 9.0600% 30/360 1,359 12/01/1998 N/A No N/A 0.3725% 225 8.8750% 30/360 1,293 03/01/1999 N/A No N/A 0.3725% 226 9.0600% 30/360 1,280 01/01/1999 N/A No N/A 0.3725% 227 9.3100% 30/360 1,241 01/01/1999 N/A No N/A 0.3725% 228 9.3100% 30/360 1,291 01/01/1999 N/A No N/A 0.3725% 229 8.9500% 30/360 1,121 10/01/1998 N/A No N/A 0.3725% 230 9.5600% 30/360 1,117 02/01/1999 N/A No N/A 0.3725% 231 9.3750% 30/360 1,012 12/01/1999 N/A No N/A 0.3725% 232 9.2800% 30/360 940 03/01/1999 N/A No N/A 0.3725% 233 8.9500% 30/360 901 11/01/1998 N/A No N/A 0.3725%
A-7
ZIP MORTGAGE # CROSSED PROPERTY NAME ADDRESS CITY STATE CODE ORIGINATOR --- ------- ------------------------- ------------------------ ---------- ----- ------ --------- 234 457 W. 47th Street 457 W. 47th Street Los Angeles CA 90037 NW 235 4467 Lee Rd 4467 Lee Rd Cleveland OH 44128 NW 236 540 NE 149 St 541 NE 149 ST N. Miami FL 33160 NW 237 201-207 Lawrence Street 201-207 Lawrence Street Lawrence MA 01841 NW 238 6806 S. St. Lawrence 6806 S. St. Lawrence Chicago IL 60637 NW 239 1545 NE 123rd Street 1545 NE 123rd Street North Miami FL 33161 NW 240 1100 E. 7th Street 1100 E. 7th Street Long Beach CA 90813 NW 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 --- ----------- ---- ----------- ----------- ------- -------- ------ ----- --------- -------- 234 Column 2 $105,000 $103,026 Fee 0 360 325 120 85 235 Column 2 $105,000 $102,813 Fee 0 360 326 120 86 236 Column 2 $110,000 $102,763 Fee 0 180 156 180 156 237 Column 2 $104,000 $101,978 Fee 0 360 325 120 85 238 Column 2 $100,000 $97,300 Fee 0 360 321 60 21 239 Column 2 $94,500 $92,365 Fee 0 360 321 120 81 240 Column 2 $86,000 $84,237 Fee 0 360 325 120 85 INTEREST SERVICING CALCULATION FIRST AND INTEREST (30/360/ MONTHLY PAYMENT DEFEAS- DEFEASANCE TRUSTEE # RATE ACTUAL/360) PAYMENT DATE ARD ANCE PROVISION FEES --- -------- ------------ ------- ---------- ----------- ------- ------------ ---------- 234 9.7500% 30/360 902 02/01/1999 N/A No N/A 0.3725% 235 9.0600% 30/360 849 03/01/1999 N/A No N/A 0.3725% 236 9.6250% 30/360 1,157 01/01/2000 N/A No N/A 0.3725% 237 9.5800% 30/360 881 02/01/1999 N/A No N/A 0.3725% 238 8.5200% 30/360 770 10/01/1998 N/A No N/A 0.3725% 239 9.4500% 30/360 791 10/01/1998 N/A No N/A 0.3725% 240 9.3100% 30/360 711 02/01/1999 N/A No N/A 0.3725% Note: Holiday Inn Ontario (loan # 33) is a hospitality property.
A-8 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 corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 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 B-1-1 judgment, would 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 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 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 EXHIBIT C-1 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE NON NW-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, and subject to Section 18 of this Agreement: 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 described on Schedule C-1-42 hereto or 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 described on Schedule C-1-42 hereto or otherwise contemplated by this Agreement or the Pooling and Servicing Agreement). The sale of the C-1-1 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 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 on Schedule C-1-4 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 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 C-1-2 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 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-1-6 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) or on Schedule C-1-7A, 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, except as otherwise described on Schedule C-1-7A. 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 C-1-3 those encroachments that are insured against by the lender's title insurance policy referred to in Paragraph 8 below. 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 C-1-4 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 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. Except in the case of the Mortgaged Properties identified on Schedule C-1-12A, (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, except as set forth on Schedule C-1-12B, 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 C-1-5 purposes of effecting such remediation, (H) the related Mortgaged Property is identified on Schedule C-1-12D 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 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-1-12D, 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. C-1-6 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, 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 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 C-1-7 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 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, except as set forth on Schedule C-1-18: C-1-8 (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; 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 C-1-9 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 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, except as identified on Schedule C-1-21, 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. C-1-10 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, 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. Except as otherwise set forth on Schedule C-1-23, 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 as otherwise set forth on Schedule C-1-23, and 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 C-1-11 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. 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. Except as set forth on Schedule C-1-28, 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, except as otherwise set forth on Schedule C-1-28, 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 C-1-12 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 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-1. 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, C-1-13 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, except as described on Schedule C-1-33 hereto, a 1% assumption fee that would be applied to pay such fees and expenses. 34. Single Purpose Entity. 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 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, 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. C-1-14 36. Tax Parcels. 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. Except as described on Schedule C-1-37, 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 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, 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 C-1-15 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 (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-1-12D 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, 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 C-1-16 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 set forth on Schedule C-1-42 or 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-1-43 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 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 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 C-1-17 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. Except as otherwise specified on Schedule C-1-51, 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. 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-1-18 SCHEDULE C-1-4 Lien; Valid Assignment. For the loan identified as Christmas Tree Shops, there are 3 construction liens recorded against the property, which, pursuant to the mortgage must be released within 1 year of closing. To mitigate against any damage to the lien of the mortgage, the lender collected at closing an amount equal to $58,822.63 in a Construction Lien Reserve which represents 125% of the construction liens on the property. In the event such liens are not satisfied within the 1 year time limit to release such liens, Lender may use the reserve to do so. C-1-19 SCHEDULE C-1-6 Mortgage Status; Waivers and Modifications. (a) For the loan identified as Parker Warehouse Portfolio, the Lender executed and delivered a letter dated December 7, 2001 waiving its discretionary right to impose additional conditions precedent on the borrower to effectuate partial releases of portions of the mortgaged real property. (b) For the loan identified as Granite Portfolio, the Lender executed and delivered a letter dated December 7, 2001 waiving its discretionary right to impose additional conditions precedent on the borrower to effectuate partial releases of portions of the mortgaged real property. C-1-20 SCHEDULE C-1-7 Condition of Property; Condemnation. For the loan identified as D.R. Commons & Taft Center, an unimproved portion of the mortgaged real property is subject to a proposed government taking for road widening, however, the mortgaged real property was configured at closing to absorb the condemnation without a material adverse effect on access. C-1-21 SCHEDULE C-1-12A Environmental Insurance In Lieu of Reports/Indemnity. In the case of the mortgage loans identified as 2 Claire Road, 3115 Long Beach Road, Albertson's-Shadow Shopping Center, Ashgrove Apartments, Brynfield Court Apartments, Buckingham Townhomes, Cedarstone, College Street Shopping Center, Fairview Arms Apartments, Maryland Court Apartments, Northlake Apartments, Oliver Hall Apartments, Park Manor Apartments, Powers Rentals Apartments, Residences at Bear Creek, Siboney Professional Building, Tahoe Pine Ridge Plaza, Tanglewood, Virginia Avenue Plaza, Woodcreek Apartments, Wynmawr Court Apartments, the properties were assessed for asbestos, lead-based paint and radon, and environmental insurance in the form of secured creditor impaired property was obtained in lieu of an Environmental Report and environmental indemnities. C-1-22 SCHEDULE C-1-12B Environmental Reports More than 12 months prior to Closing Date ------------------------------------- ------------------------------------------ PROPERTY NAME DATE OF ENVIRONMENTAL REPORT ------------------------------------- ------------------------------------------ Bel Alliance GT 2 Portfolio 5/17/2000 to 7/28/2000 ------------------------------------- ------------------------------------------ C-1-23 SCHEDULE C-1-12D In the case of the mortgage loans identified as 2 Claire Road, 3115 Long Beach Road, Albertson's-Shadow Shopping Center, Ashgrove Apartments, Brynfield Court Apartments, Buckingham Townhomes, Cedarstone, College Street Shopping Center, Fairview Arms Apartments, Maryland Court Apartments, Northlake Apartments, Oliver Hall Apartments, Park Manor Apartments, Powers Rentals Apartments, Residences at Bear Creek, Siboney Professional Building, Tahoe Pine Ridge Plaza, Tanglewood, Virginia Avenue Plaza, Woodcreek Apartments, Wynmawr Court Apartments, the properties were assessed for asbestos, lead-based paint and radon, and environmental insurance in the form of secured creditor impaired property was obtained in lieu of an Environmental Report and environmental indemnities. C-1-24 SCHEDULE C-1-18 Leasehold Estate Only. (b) For the loan identified as Christmas Tree Shops, there are 3 construction liens recorded against the property, which, pursuant to the mortgage must be released within 1 year of closing. To mitigate against any damage to the lien of the mortgage, the lender collected at closing an amount equal to $58,822.63 in a Construction Lien Reserve (such amount is approximately, $59,000 currently) which represents 125% of the construction liens on the property. In the event such liens are not satisfied within the 1 year time limit to release such liens, Lender may use the reserve to do so. The borrower, as tenant under the related ground lease for Christmas Tree Shops Plaza, has agreed to indemnify the landlord under the ground lease against any loss associated with the liens, and the landlord has agreed to waive its termination rights with respect to unsatisfied mechanics liens so long as the borrower is not otherwise in monetary default. (g) For the loan identified as Christmas Tree Shops, the latest possible end date of the ground lease, provided that all seven (7) extension options of five (5) years each are exercised, is January 31, 2050, and the end of the amortization term is in 2031. (h) For the loan identified as Lowe's Food Store, while the ground lease does not expressly provide that the Landlord must enter into a new lease with Lender in the event the Lease is rejected in a bankruptcy proceeding, the ground lease does provide that in the event of the termination of the Lease, Landlord will enter into a new lease with Lender. (i) (i) For the loan identified as Christmas Tree Shops, although the ground lease provides that the ground lessee's portion of any condemnation award may be applied to the outstanding principal and interest on the mortgage loan, any condemnation award first is allocated to the ground lessor on account of the ground lessor's reversionary value of the land. It was determined at the time of the origination of the loan that the condemnation award available for application to the mortgage loan would exceed the loan amount after such application to the ground lessor. (ii) For the loan identified as Lowe's Food Store, up until the last five (5) years of the Lease term, the Tenant is required to rebuild upon casualty, with the proceeds to be applied for such purpose. However, during the last five (5) years of the Lease term, the Tenant may elect not to rebuild, in which case, the Landlord can terminate the Lease and retain any proceeds. However, the expiration of the Lease, assuming all renewal options are exercised, extends far beyond the maturity date of the subject loan. (j) For the loan identified as Christmas Tree Shops, the ground lessor's consent is required in connection with any sublease which: (i) provides that the rent to be paid by the sublessee is less than the amount equal to an equitably apportioned part of the fixed rent required to be paid by the ground lessee under the ground lease; (ii) has any terms or provisions which materially conflict with any terms or provisions of the ground lease in a manner averse to the ground lessor's interests; (iii) provides C-1-25 for termination rights of sublessees on account of a casualty, other than the failure to restore within 180 days; or (iv) provides for termination rights in the event of a condemnation of less than 20% of the demised premises or aggregate floor area of all improvements on the demised premises. C-1-26 SCHEDULE C-1-21 No Equity Interest, Equity Participation or Contingent Interest. The following loans have interest only components: Bel Air Village - 20-month initial IO period Biltmore Square Mall - ARD loan with a 60 month initial IO period IBM Building - Interest Only loan Laguna Park Village - 20-month initial IO period Paces Commons Apartments - 12-month initial IO period C-1-27 SCHEDULE C-1-23 Other Mortgage Liens. (a) For the loan identified as Southridge Plaza, the grantee of the borrower pursuant to a sale of the mortgaged real property permitted under the loan documents is permitted to incur secondary financing which may be in the form of mezzanine debt limited in amount so that the aggregate amount of the outstanding principal of the loan plus the principal amount of the secondary financing is not greater than eighty percent (80%) of the lesser of the then appraised fair market value of the mortgage property or the purchase price of the mortgage property paid by the grantee. The conditions to the incurrence of the secondary financing are such that (i) it shall be fully subordinate to such mortgage loan, (ii) it shall be evidenced by standard documentation for secondary financing in which the mortgage loan is placed in a securitization, including, but not limited to, delivery of a non-consolidation opinion and rating agency confirmation letter and (iii) the grantor must be the holder of such financing which shall not be assignable. (b) For the loan identified as Country Walk Plaza, up to forty-nine percent (49%) of the limited partner interests in the borrower may be pledged to secure a loan in an amount not to exceed $1,000,000 to the holders of such limited partner interests. The conditions to the incurrence of the mezzanine loan are such that (i) the combined loan-to-value ratio of the mortgage loan plus the mezzanine loan shall not exceed eighty percent (80%) based upon a current appraisal of the mortgaged property, (ii) the combined debt service coverage ratio of the mortgage loan and the mezzanine loan is no less than 1.25:1.00, (iii) the holder of the mezzanine loan executes a subordination and intercreditor agreement satisfactory to the lender and (iv) the mezzanine loan documents must be approved by the lender. C-1-28 SCHEDULE C-1-28 Releases. (a) For the loans identified as Bel Air Village and Laguna Village, the related borrowers may obtain a release of the cross-collateralization and cross-default provisions and either sell the related mortgaged properties separately subject to the related mortgage loans or defease either or both of the mortgage loans separately so long as (i) the lender determines, based upon operating statements and rent rolls for the previous six months annualized, that the debt service coverage ratio for Bel Air Village is not less than 1.25:1.00 and the debt service coverage ratio of Laguna Village is not less than 1.60:1.00, and (ii) the lender determines, based upon a then-updated appraisal, that the loan to value ratio for Bel Air Village is not in excess of 75% and the loan to value ratio for Laguna Village is not in excess of 60%. (b) For the loan identified as Eckerd Drug Stores, the borrower may obtain the release of an undeveloped portion of one of the mortgaged real properties without a partial defeasance or payment of a release price upon satisfaction of various specified criteria, including the compliance with zoning, providing an endorsement to the title policy and a revised survey along with additional standard criteria for partial releases. (c) For the loan identified as Granite Portfolio, the borrower may obtain the release any of the three (3) mortgaged properties in the portfolio in connection with a proposed sale of such mortgaged property upon satisfaction of certain stipulated conditions, including the following: (i) the loan-to-value ratio following the release shall not exceed seventy-five percent (75%) and the debt service coverage ratio for the mortgage loan following the release shall not be less than 1.30:1 in total and, if two mortgaged properties remain after the partial release, 1.25:1 for each remaining property; and (ii) the borrower is to deposit a release price equal to the greater of (a) ninety percent (90%) the net sales proceeds for the released property or (b) one hundred twenty percent (120%) of the allocated loan amount for the released property, which release payment is to be placed in an interest-bearing segregated escrow account and pledged to the holder of the note as additional collateral for the loan (or alternatively, borrower may deposit United State treasuries into such escrow account in an amount equal to the partial release payment). After the prepayment lock-out period, the lender may elect to apply the partial release payment and any accrued interest in prepayment of the mortgage loan, which shall be applied first to payment of the applicable prepayment consideration under the loan documents, and then to the principal balance of the mortgage loan. (d) For the loan identified as Glenwood Portfolio, the borrower may obtain a release of a portion of the mortgaged real property which is subject to a ground lease and option held by one or more unrelated persons in the event that the option holder exercises the option, in which event the related borrower may either (a) make a $120,000 prepayment of the mortgage loan, along with an amount equal to the required yield maintenance premium (not to exceed $12,000), in which event monthly payments of principal and interest under the mortgage loan will be re-computed, or (b) submit C-1-29 an appraisal demonstrating that the remaining mortgaged real property has a loan-to-value ratio of no greater than 70% and a debt service coverage ratio of at least 1.35:1.00. (e) For the loan identified as Parker Warehouse Portfolio, the borrower may obtain the release of any of the eight (8) mortgaged properties upon satisfaction of certain stipulated conditions, including the following: (i) the loan-to-value ratio of the based on the remaining properties must not exceed 75%, and the debt service coverage ratio based on the remaining properties may not be less than 1.25:1; (ii) the borrower is to deposit a release payment equal to the greater of (a) 110% of the allocated loan amount for the released property or (b) 90% of the net sales proceeds for the released property. (f) For the loan identified as Key Landing Apartments, the borrower may obtain a release of a vacant, unimproved portion of the related mortgaged property without a partial defeasance or payment of a release price in connection with a conveyance to a person other than the borrower upon satisfaction of various legal criteria, as long as the remaining mortgaged property has a debt service coverage ratio of not less than 1.05:1 and the related borrower includes in the deed transferring the released property a restriction that the unimproved parcel may not be used for multi-family housing so long as the remaining mortgaged property is used for that same purpose. C-1-30 SCHEDULE C-1-33 Due-on-Sale. (a) For the loan identified as Bel Air Village, the assumption fee charged in the event of a sale is one-half of one percent (.5%) for the first sale and one percent (1%) for each sale thereafter, with a limitation of $20,000 on the fee for certain related entity transfers. (b) For the loan identified as Biltmore Square, the assumption fee charged in the event of a sale is one-quarter of one percent (.25%). (c) For the loan identified as Horizon Pointe, the assumption fee charged in the event of a sale is one quarter of one percent (.25%) for the first sale, three quarters of one percent (.75%) for the second sale and one percent (1%) thereafter. (d) For the loan identified as Laguna Village, the assumption fee charged in the event of a sale is one-half of one percent (.5%) for the first sale and one percent (1%) for each sale thereafter. (e) For the loan identified as Wade Office Building, there is a $2,500 application fee and a $2,500 assumption fee. (f) For the loan identified as Avalon Pavilions, the assumption fee charged in the event of a sale is one-half of one percent (.5%). (g) For the loan identified as Northpointe Commons Shopping Center, the assumption fee is the lesser of $50,000 or 0.75%. (h) For the loan identified as Birch Center, the assumption fee is 0.5% for the first year, 1% thereafter. (i) For the loan identified as Park Ridge Office Park, the assumption fee is 0.5%. C-1-31 SCHEDULE C-1-37 ARD Loans. In the case of the mortgage loan identified as Biltmore Square Mall, the loan has a 60-month initial interest-only period. C-1-32 SCHEDULE C-1-42 Servicing Rights. Subservicers continuing for the following loans LOAN NAME SUBSERVICER --------- ----------- Christmas Tree Shops Plaza ................................. Goerdephe Trolley Industrial Park .................................... Mid-North Scottsdale Airpark III - 15610 Bldg. ....................... Mid-North Scottsdale Airpark III - 15953 Bldg. ....................... Mid-North Parker Metropolitan Portfolio PERM ......................... GMAC C-1-33 SCHEDULE C-1-43 Recourse. (a) For the loan identified as Allied Office Plaza, the guarantors are only liable in the event of a misapplication of rents or security deposits when the amount is equal to or greater than $5,000 per lease or $25,000 for multiple leases. (b) For the loan identified as Biltmore Square, there is no guarantor of the non-recourse carveouts. (c) For the loan identified as Florida Eckerd Portfolio, the liability of the environmental indemnitors accrues only in the event of intentional and willful violations. (d) For the loan identified as IBM Building, there is no "bad boy" indemnitor, only an environmental indemnitor. However, Falcon Real Estate Investment Company, Ltd. (Asset Manager) and Borrower have entered into an Asset Management Agreement and Lender has been assigned Borrower's rights and has been deemed a third party beneficiary. (e) For the loan identified as Northpointe Commons, the non-recourse guarantor is Wyatt Development Co., Inc. rather than a principal of the Borrower or an individual. (f) For the loan identified as Ontario California Holiday Inn, the two guarantors are InnSuites Hospitality Trust and Suite Hospitality Management, Inc. rather than principals of the borrower or individuals. (h) For the loan identified as Parker Warehouse Portfolio, the environmental indemnitor's liability is limited to $1,000,000. (i) For the loan identified as Richardson Drive Plaza, the guarantor is not liable in the event of a voluntary bankruptcy by Borrower. (j) For the loan identified as Toco Hills Promenade Shopping Center, there is no additional guarantor. (l) For the loan identified as Washington Design Center, the loan is only guaranteed in the event of a voluntary bankruptcy up to $7,000,000. C-1-34 SCHEDULE C-1-51 Borrower Concentration. For the loan identified as Avalon Pavilions, the borrower is the obligor under such loan with a Cut-Off Principal Balance of $71,712,508. C-1-35 EXHIBIT C-2 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE NW-MORTGAGE LOANS FOR PURPOSES OF THIS EXHIBIT, THE PHRASE "THE SELLER'S KNOWLEDGE" AND OTHER WORDS AND PHRASES OF LIKE IMPORT SHALL MEAN THE ACTUAL STATE OF KNOWLEDGE OF THE SELLER REGARDING THE MATTERS REFERRED TO, IN EACH CASE WITHOUT HAVING CONDUCTED ANY INDEPENDENT INQUIRY INTO SUCH MATTERS AND WITHOUT ANY OBLIGATION TO HAVE DONE SO (EXCEPT AS EXPRESSLY SET FORTH HEREIN). ALL INFORMATION CONTAINED IN DOCUMENTS WHICH ARE PART OF OR REQUIRED TO BE PART OF A MORTGAGE LOAN FILE SHALL BE DEEMED TO BE WITHIN SELLER'S KNOWLEDGE. The Seller hereby represents and warrants 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 the Pooling and Servicing Agreement) and correct in all material respects as of the date of this Agreement and as of the Due Dates of the Mortgage Loans in December 2001. 2. Ownership of Mortgage Loans. Immediately prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had good title to, and was the sole owner of, each Mortgage Loan. The Seller has full right, power and authority to 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 and/or other encumbrances. Subject to the completion of the names and addresses of the assignees and endorsees and any missing recording information in all instruments of transfer or assignment and endorsements and the completion of all recording and filing contemplated hereby and by the Pooling and Servicing Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan free and clear of any pledge, lien or security interest created by or through the Seller. The sale of the Mortgage Loans to the Purchaser or its designee does not require the Seller to obtain any governmental or regulatory approval or consent that has not been obtained. Each 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 under any Mortgage Loan due on or before the Due Date in December 2001 was 30 days or more past due, and no Mortgage Loan has been 30 days or more delinquent in the twelve-month period immediately preceding the Closing Date, in each case without giving effect to any applicable grace period. 4. Lien; Valid Assignment. The Mortgage related to and delivered in connection with each Mortgage Loan constitutes a valid and, 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 encumbrances, 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/or are referred to in the related lender's title insurance policy (or, if not yet issued, referred to in a pro forma title policy or a "marked-up" commitment) meeting the requirements in Paragraph 8, C-2-1 none of which, individually or in the aggregate, materially interferes with the security intended to be provided by such Mortgage, the current use of the related Mortgaged Property or the current ability of the related Mortgaged Property to generate income sufficient to service the related Mortgage Loan; (c) exceptions and exclusions specifically referred to in such lender's title insurance policy (or such pro forma title policy or "marked-up" commitment), meeting the requirements in Paragraph 8, none of which, individually or in the aggregate, materially interferes with the security intended to be provided by such Mortgage, the current use of the related Mortgaged Property or the current ability of the related Mortgaged Property to generate income sufficient to service the related Mortgage Loan; (d) other matters to which like properties are commonly subject, none of which materially interferes with the security intended to be provided by such Mortgage, the use of the related Mortgaged Property or the current ability of the related Mortgaged Property to generate income sufficient to service the related Mortgage Loan; (e) the rights of tenants to remain (whether under ground leases or space leases) at the Mortgaged Property following a foreclosure or similar proceeding (provided that such tenants are performing under such leases); (f) 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; and (g) if the related Mortgaged Property is a unit in a condominium, the related condominium declaration. The related assignment of such Mortgage executed and delivered in favor of the Trustee is in recordable form and constitutes a legal, valid, binding and enforceable assignment thereof from the relevant assignor to the Trustee (subject to the exceptions set forth in Paragraph 13 below). 5. Assignment of Leases. 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 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 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. No person owns any interest in any payments due under the related leases that is superior to the lien created by such Assignment of Leases, if any. 6. Mortgage Status; Waivers and Modifications. No Mortgage related to a Mortgage Loan has been satisfied, canceled, rescinded or subordinated in whole or in material part, and the related Mortgaged Property has not been released from the lien of such Mortgage, in whole or in material part nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release. None of the terms of any Mortgage Note, Mortgage or Assignment of Leases related to a Mortgage Loan have been impaired, waived, altered or modified in any material respect, except by written instruments, all of which are included in the related Mortgage File. 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. C-2-2 7. Condition of Property; Condemnation. Each Mortgaged Property securing a Mortgage Loan is, to the Seller's knowledge, free and clear of any damage that would materially and adversely affect its value as security for such Mortgage Loan (except in such case where an escrow of funds or insurance coverage exists sufficient to effect the necessary repairs and maintenance). As of the date of origination of such Mortgage Loan, and subsequent to such date, the Seller has not received written notice (and is not otherwise aware) of any proceeding pending for the total or partial condemnation of or affecting all or any material portion of the Mortgaged Property securing any Mortgage Loan. As of the date of the origination of each Mortgage Loan, all of the material improvements on the related Mortgaged Property lay wholly within the boundaries and, to the extent in effect at the time of construction, building restriction lines of such property, except for encroachments that are insured against by the lender's title insurance policy referred to herein or that do not materially and adversely affect the value or marketability of such Mortgaged Property, and no improvements on adjoining properties materially encroached upon such Mortgaged Property. 8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association (or an equivalent form of) lender's title insurance policy (the "Title Policy") in the original principal amount of such Mortgage Loan after all advances of principal insuring that the related Mortgage is a valid first priority lien on such Mortgaged Property, subject only to the exceptions stated therein (or a pro forma title policy or marked up title insurance commitment on which the required premium has been paid exists which evidences that such Title Policy will be issued). Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid, and no material claims have been made thereunder and no claims have been paid thereunder (and the Seller has not received notice of any material claims having been made or paid thereunder). No holder of the related Mortgage has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Immediately following the transfer and assignment of the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of the Trustee without the consent of or notice to the insurer. The insurer issuing such Title Policy is qualified to do business in the jurisdiction in which the related Mortgaged Property is located. Either the Title Policy affirmatively insures that the related Mortgaged Property has access to a public road, or such Mortgaged Property has access to a public road. 9. No Holdback. The proceeds of each Mortgage Loan have been fully disbursed (except in those cases where the full amount of the Mortgage Loan has been made but a portion thereof is being held back pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property), and there is no obligation for future advances with respect thereto. Any and all requirements under each Mortgage Loan as to completion of any on-site or off-site improvement and as to disbursements of any funds escrowed for such purpose, which requirements were to have been complied with on or before the Closing Date, have been complied with in all material aspects or any such funds so escrowed have not been released. 10. Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage Loan, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in Paragraph 13 below) such as to render the rights and remedies of the holder thereof adequate for the practical realization against the related Mortgaged Property of the principal benefits of the security intended to be provided thereby. C-2-3 11. Trustee under Deed of Trust. If the Mortgage in respect of any Mortgage Loan is a deed of trust, (a) a trustee, duly qualified under applicable law to serve as such, is properly designated and serving under such Mortgage, and (b) except in connection with a trustee's sale after default by the related Borrower, no fees or expenses are payable to such trustee by the Seller, the Purchaser or any transferee thereof. 12. Environmental Conditions. The Mortgage encumbering each Mortgaged Property requires the related Borrower to comply with all applicable federal, state and local environmental laws and regulations. The Seller has not taken any affirmative action which would cause the Mortgaged Property not to be in compliance with all federal, state and local laws pertaining to environmental hazards. Each Borrower represents and warrants in the related Mortgage Loan documents generally to the effect that except as set forth in certain specified environmental reports and to its knowledge it has not used, caused or permitted to exist and will not use, cause or permit to exist on the related Mortgaged Property any hazardous materials in any manner which violates federal, state or local laws, ordinances, regulations, orders, directives, or policies governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of hazardous materials. The related Borrower (or an affiliate thereof) has agreed to indemnify, defend and hold the Seller and its successors and assigns harmless from and against, or otherwise be liable for, any and all losses resulting from a breach of environmental representations, warranties or covenants given by the Borrower in connection with such Mortgage Loan, generally including any and all losses, liabilities, damages, injuries, penalties, fines, expenses and claims of any kind or nature whatsoever (including without limitation, attorneys fees and expenses) paid, incurred or suffered by or asserted against, any such party resulting from such breach. 13. Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower or any guarantor with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization 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 Mortgage 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 Mortgage Loan documents invalid as a whole or substantially interfere with mortgagee's realization of the principal benefits and/or security provided thereby. There is no valid defense, counterclaim or right of offset or rescission available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements. 14. Insurance. Each related Mortgaged Property is insured by an insurance policy, insuring against such hazards as lender from time to time requires, including but not limited to coverage against loss by fire and allied perils, boiler and machine coverage and comprehensive general liability insurance in amounts generally required by institutional lenders for similar properties. If any portion of the improvements on a Mortgaged Property securing any Mortgage Loan was, at the time of the origination of such Mortgage Loan, in an area identified in the Federal Register by the Flood Emergency Management Agency as a special flood hazard area and flood insurance was available, the borrower was required to insure the improvements against loss by flood. Except under circumstances that would be C-2-4 reasonably acceptable to a prudent commercial mortgage lender or that would not otherwise materially and adversely affect the security intended to be provided by the related Mortgage, the Mortgage for each Mortgage Loan provides that proceeds paid under any such casualty insurance policy will (or, at the lender's option, will) be applied either to the rebuilding or restoration of the related Mortgaged Property or to the payment of amounts due under such Mortgage Loan; provided that the related Mortgage may entitle the related Borrower to any portion of such proceeds remaining after the repair or restoration of the related Mortgaged Property or payment of amounts due under the Mortgage Loan. To Seller's actual knowledge, all insurance policies described above are with an insurance carrier qualified to write insurance in the relevant jurisdiction. 15. Taxes and Assessments. As of the date of origination and to the Seller's knowledge, as of the Closing Date, there are no delinquent taxes or assessments or other outstanding charges affecting any Mortgaged Property securing a Mortgage Loan which are a lien of priority equal to or higher than the lien of the related Mortgage that are not otherwise covered by an escrow of funds sufficient to pay such charge. For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon. 16. Borrower Bankruptcy. As of the date of origination and to the Seller's knowledge, as of the Closing Date, no Borrower under a Mortgage Loan or any related guarantor is a debtor in or the subject of any state or federal bankruptcy or insolvency proceeding, and to the Seller's knowledge, no Mortgaged Property is the subject of any state or federal bankruptcy or insolvency proceeding. 17. Local Law Compliance. To the Seller's knowledge, based on due diligence customarily undertaken by prudent commercial mortgage lenders for comparable mortgage loans, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable zoning laws and ordinances, or constitute a legal non-conforming use or structure or, if any such improvement does not so comply or does not constitute a legal non-conforming use or structure, such non-compliance and failure does not materially and adversely affect the value of the related Mortgaged Property. 18. Fee Estate Only. Each Mortgage Loan is secured by the fee simple interest in the related Mortgaged Property. 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. No holder of a Mortgage Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property (other than amounts paid by the tenant as specifically provided under related lease), directly or indirectly, for the payment of any amount required by such Mortgage Loan, except for interest accruing from the date of origination of such Mortgage Loan or the date of disbursement of the Mortgage Loan proceeds, whichever is later, to the date which preceded by 30 days the first due date under the related Mortgage Note. C-2-5 21. Equity Interest. No Mortgage Loan is automatically convertible into an equity ownership interest in the related Mortgaged Property or the related Borrower. 22. Legal Proceedings. To the Seller's knowledge, there are no pending or threatened actions, suits or proceedings by or before any court or governmental authority against or affecting the Borrower 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 or the ability of the Borrower to pay principal, interest or any other amounts due under such Mortgage Loan. 23. Other Mortgage Liens. None of the Mortgage Loans permits the related Mortgaged Property to be encumbered by any mortgage lien junior to or of equal priority with the lien of the related Mortgage without the prior written consent of the holder thereof. Except as set forth in Paragraph 4, as of the date of origination, the related Mortgaged Property was not encumbered by any mortgage lien equal to or junior to the lien of the related Mortgage. As of the Closing Date, the related Mortgaged Property is not encumbered by any mortgage liens of equal priority with the lien of the related Mortgage. 24. No Mechanics' Liens. To the Seller's knowledge, based on due diligence customarily performed by commercially reasonable lenders in the origination of comparable mortgage loans, as of the origination date, and otherwise to Seller's knowledge as of the Closing Date, (a) each Mortgaged Property securing a Mortgage Loan is free and clear of any and all mechanics' and materialmen's liens that are not bonded or escrowed for or affirmatively covered by title insurance, and (b) no rights are outstanding that under law could give rise to any such lien that would be prior or equal to the lien of the related Mortgage unless insured against under the related Title Policy. The Seller has not received notice with respect to any Mortgage Loan that any mechanics' and materialmen's liens have encumbered the related Mortgaged Property since origination that have not been released, bonded or escrowed for or affirmatively covered by title insurance. 25. Compliance with Usury Laws. Each Mortgage Loan complied with all applicable usury laws in effect at its date of origination. 26. Licenses and Permits. To the Seller's knowledge, based on due diligence customarily performed by commercially reasonable lenders in the origination of comparable mortgage loans, as of the date of origination of each Mortgage Loan, (i) the related Borrower was in possession of all material licenses, permits and authorizations required by applicable law for the ownership of the related Mortgaged Property and (ii) all such licenses, permits and authorizations were valid and in full force and effect. 27. Servicing Practices. The servicing and collection practices used with respect to the Mortgage Loans have in all material respects been legal and met customary standards utilized by prudent institutional commercial and multifamily mortgage loan servicers with respect to "whole loans". 28. Cross-collateralization. No Mortgage Loan is cross-collateralized with any loan which is outside the Mortgage Pool. C-2-6 29. Releases of Mortgaged Property. 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) releases of portions of the Mortgaged Property which will not have a material adverse effect on the value of the collateral for 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 portions of the related Mortgaged Property or, in the case of a Cross-Collateralized Group, the release of one or more related Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting requirements and (ii) the payment of a release price and prepayment consideration in connection therewith; and provided, further, that certain Cross-Collateralized Groups of Mortgage Loans may permit the related Borrower to obtain the release of one or more of the related Mortgaged Properties by substituting comparable real estate property, subject to, among other conditions precedent, receipt of confirmation from each Rating Agency that such release and substitution will not result in a qualification, downgrade or withdrawal of any of its then-current ratings of the Certificates. 30. No Equity Participation or Contingent Interest. No Mortgage Loan contains any equity participation by the lender or provides for any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property, or provide for the negative amortization of interest. 31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan. 32. No Material Default. To the Seller's knowledge, there exists no monetary default, breach, violation or event of acceleration (and no event, other than payments due but not yet delinquent, which, with the passage of time or the giving of notice and the expiration of any grace or cure period, or both, would constitute any of the foregoing) under the Mortgage Note or Mortgage for any Mortgage Loan, in any such case to the extent the same materially and adversely affects the value of the Mortgage Loan or the related Mortgaged Property; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of the subject matter otherwise covered by any other representation and warranty made by the Seller in this Exhibit. 33. Due-on-Sale. Each Mortgage contains a "due-on-sale" clause that provides for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the prior written consent of the holder, the Mortgaged Property subject to such Mortgage, is directly or indirectly transferred or sold; and except with respect to transfers of certain limited partnership interests which do not result in a change of control, and certain interests in the related Borrower to persons already holding interests in the Borrower, their family members and other estate related transfers that satisfy certain criteria specified in the related Mortgage (which criteria is consistent with the practices of prudent commercial mortgage lenders), each Mortgage Loan also contains provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage, a controlling interest in the related Borrower is directly or indirectly transferred or sold. C-2-7 34. Whole Loan. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. 35. No Waivers. The Seller has not waived any material default, breach, violation or event of acceleration existing under the Mortgage or Mortgage Note for any Mortgage Loan, except by a written instrument contained in the related Mortgage File, which instrument has been taken into account by the Seller when giving the representations and warranties set forth herein. 36. Tax Parcels. Each Mortgaged Property constitutes one or more complete separate tax lots or is subject to an endorsement under the related Title Policy or in certain instances an application has been made to the applicable governing authority for creation of separate tax lots and such application has been approved and such separate tax lots shall be effective for the next tax year. 37. ARD Loans. None of the Mortgage Loans are ARD Loans. 38. Security Interests. An assignment of each UCC financing statement relating to the Mortgage Loan has been executed by Seller in blank which the Purchaser or Trustee, as applicable, or designee is authorized to complete and to file in the filing office in which such financing statement was filed. 39. Disclosure to Environmental Insurer. Each Mortgaged Property is covered by a secured creditor impaired property policy, and 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 (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. The entire premium for any such policy has been paid in full, and the policy is in full force and effect. The Trustee is a named insured of such policy, and such policy automatically provides coverage to successor trustees and servicers. 40. Prepayment Premiums and Yield Maintenance Charges. Prepayment Premiums and Yield Maintenance Charges payable with respect to such Mortgage Loan, if any, constitute "customary prepayment penalties" within meaning of Treasury regulation section 1.860G-1(b)(2). 41. Delivery of Financial Information. The related Borrower covenanted under the related Mortgage Loan documents to deliver at least annually to the mortgagee under each Mortgage Loan an operating statement of the related Mortgaged Property. 42. Assignment of Collateral. There is no material collateral securing any Mortgage Loan that has not been assigned to the Purchaser. C-2-8 43. Originator's Authorization To Do Business. To the extent required under applicable law to assure the enforceability of a Mortgage Loan, as of the Mortgage Loan's funding date and at all times when it held such Mortgage Loan, the originator of each Mortgage Loan was authorized to do business in the jurisdiction in which the related Mortgaged Property is located. 44. Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property, which appraisal is signed by an appraiser, who, to Seller's actual knowledge, had no interest, direct or indirect, in the Borrower, the Mortgaged Property or in any loan made on the security of the Mortgaged Property, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. 45. Defeasance. None of the Mortgage Loans contains a provision for any defeasance of mortgage collateral. 46. Escrow Deposits. With respect to escrow deposits and escrow payments relating to any Mortgage Loan, all such payments have been delivered or will be delivered in accordance with the terms of the Pooling and Servicing Agreement to the Master Servicer. C-2-9 EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE SELLER CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-CK6 CERTIFICATE OF ASSISTANT SECRETARY OF COLUMN FINANCIAL, INC. I, Lori M. Russo, hereby certify that I am a duly appointed Assistant Secretary of Column Financial, Inc. (the "Corporation"), a Delaware corporation, and further certify as follows: 1. Attached hereto as Exhibit A are true and correct copies of the Certificate of Incorporation and By-Laws of the Corporation, which Certificate of Incorporation and By-Laws are, on the date hereof, and have been at all times since the formation of the Corporation, in full force and effect. 2. Attached hereto as Exhibit B is a certificate of good standing of the Corporation issued by the Secretary of State of the State of Delaware within ten (10) days of the date hereof, and no event (including, without limitation, any act or omission on the part of the Corporation) has occurred since the date thereof which has affected the good standing of the Corporation under the laws of the State of Delaware. 3. The Board of Directors of the Corporation, by unanimous written consent dated April 20, 2001 (the "Resolutions"), authorized, among other things, all actions necessary to consummate transactions of the type contemplated by the Mortgage Loan Purchase Agreement dated as of December 19, 2001 (the "Mortgage Loan Purchase Agreement"), between the Corporation and Credit Suisse First Boston Mortgage Securities Corp., and to execute and deliver documents and/or instruments such as the Mortgage Loan Purchase Agreement and the Indemnification Agreement referred to therein. Attached hereto as Exhibit C is a true and correct copy of such Resolutions. The Resolutions have not been amended, modified, annulled or revoked since they were adopted, and are in full force and effect as of the date hereof, and the instruments authorized in the Resolutions were executed pursuant thereto and in compliance therewith. 4. Each person listed below is and has been the duly elected and qualified officer or authorized signatory of the Corporation and his genuine signature is set forth opposite his name. NAME OFFICE SIGNATURE ---- ------ --------- Jeffrey A. Altabef Vice President ________________________ Reese Mason Vice President ________________________ D-1-1 Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Mortgage Loan Purchase Agreement. [SIGNATURE PAGE FOLLOWS] D-1-2 IN WITNESS WHEREOF, the undersigned has executed this certificate as of December ___, 2001. By: ------------------------------- Name: Lori M. Russo Title: Assistant Secretary D-1-3 EXHIBIT A CERTIFICATE OF INCORPORATION AND BY-LAWS OF COLUMN FINANCIAL, INC. [See attached.] D-1-4 EXHIBIT B RESOLUTIONS OF COLUMN FINANCIAL, INC. [See attached.] D-1-5 EXHIBIT C CERTIFICATE OF GOOD STANDING OF COLUMN FINANCIAL, INC. [See attached.] D-1-6 s EXHIBIT D-2 FORM OF CERTIFICATE OF THE SECRETARY CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-CK6 CERTIFICATE OF COLUMN FINANCIAL, INC. In connection with the execution and delivery by Column Financial, Inc. ("Column") of, and the consummation of the various transactions contemplated by, that certain Mortgage Loan Purchase Agreement dated as of December 19, 2001 (the "Mortgage Loan Purchase Agreement"), between Credit Suisse First Boston Mortgage Securities Corp. ("CSFBMSC"), as purchaser, and Column, as seller, and that certain Indemnification Agreement dated as of December 19, 2001 (the "Indemnification Agreement" and, together with the Mortgage Loan Purchase Agreement, the "Agreements"), between Column, CSFBMSC and Credit Suisse First Boston Corporation, as representative of the Underwriters and as initial purchaser of the Privately Offered Certificates, the undersigned hereby certifies that (i) the representations and warranties of Column 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 or warranty set forth in Exhibit C to the Mortgage Loan Purchase Agreement, as of such other date provided for in such representation or warranty) with the same effect as if made on the date hereof, and (ii) Column has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement 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 this day of December, 2001. COLUMN FINANCIAL, INC. By: --------------------------------------- Name: -------------------------------- Title: ------------------------------- D-2-1 EXHIBIT D-3 FORM OF OPINION OF IN-HOUSE COUNSEL TO THE SELLER PURSUANT TO SECTION 7(VI) December __, 2001 To the Parties Listed on Annex A hereto Re: Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-CK6 Ladies and Gentlemen: I am a Vice President and Counsel of Credit Suisse First Boston Corporation ("CSFB") and have acted as special counsel to Column Financial, Inc. (the "Mortgage Loan Seller") in connection with certain matters relating to: (i) the Mortgage Loan Seller's sale to Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor") of certain multifamily and commercial mortgage loans pursuant to the Mortgage Loan Purchase Agreement (the "Mortgage Loan Purchase Agreement"), dated as of December 19, 2001, by and between the Depositor and the Mortgage Loan Seller, and (ii) the Mortgage Loan Seller's providing indemnities to the Depositor, CSFB, Salomon Smith Barney Inc. ("SSBI") and McDonald Investments Inc. ("McDonald"), pursuant to the Indemnification Agreement (the "Indemnification Agreement"), dated December 19, 2001, by and among the Mortgage Loan Seller, the Depositor and CSFB, on behalf of itself and as representative of SSBI and McDonald. Capitalized terms used and not otherwise defined herein have the meanings given to them in the Mortgage Loan Purchase Agreement. In rendering the opinions set forth below, I have examined and relied upon originals, copies or specimens, certified or otherwise identified to my satisfaction, of the Indemnification Agreement and the Mortgage Loan Purchase Agreement (together, the "Agreements"), and such certificates, corporate records and other documents, agreements, instruments and opinions, as I have deemed appropriate as a basis for the opinions hereinafter expressed. In connection with such examination, I have assumed the genuineness of all signatures (other than with respect to the Mortgage Loan Seller), the authenticity of all documents, agreements and instruments submitted to me as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to me as copies or specimens and the authenticity of the originals of such documents, agreements and instruments submitted to me as copies or specimens and the accuracy of the matters set forth in the documents, agreements and instruments I reviewed, to the extent such matters do not constitute legal conclusions upon which I have been asked to opine. As to any facts material to such opinions that were not known to me, I have relied upon statements, certificates and representations of officers and other representatives of the Depositor and the Mortgage Loan Seller and of public officials. D-3-2 Based upon and subject to the foregoing, I am of the opinion that: 1. The Mortgage Loan Seller is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with requisite power and authority to execute and deliver the Agreements and to perform its obligations thereunder. 2. The execution, delivery and performance of the Agreements have been duly authorized by the Mortgage Loan Seller and the Agreements have been duly executed and delivered by the Mortgage Loan Seller. 3. The execution and delivery by the Mortgage Loan Seller of the Agreements, the performance by the Mortgage Loan Seller of its obligations under the Agreements and the consummation by the Mortgage Loan Seller of the transactions therein contemplated, do not conflict with or result in a breach or violation of the Mortgage Loan Seller's organizational documents or, to my knowledge, conflict with or result in a breach or violation of any material indenture, agreement or instrument to which the Mortgage Loan Seller is a party or by which it or any of its property is bound, or any judgment, decree or order applicable to the Mortgage Loan Seller, of any New York State or federal court, regulatory body, administrative agency or other governmental authority, other than potential conflicts, breaches or violations which individually and in the aggregate are not reasonably expected to have a material adverse effect on the ability of the Mortgage Loan Seller to enter into and perform its obligations under the Agreements. 4. To my knowledge, there is no legal or governmental action, investigation or proceeding pending or threatened against the Mortgage Loan Seller (a) asserting the invalidity of any of the Agreements, (b) seeking to prevent the consummation of any of the transactions contemplated by the Agreements or (c) which could reasonably be expected to materially and adversely affect the performance by the Mortgage Loan Seller of its obligations under, or the validity or enforceability (with respect to the Mortgage Loan Seller) of, the Agreements. For purposes of the opinion set forth in this paragraph, I have not regarded any legal or governmental actions, investigations or proceedings to be "threatened" unless the potential litigant or governmental authority has overtly threatened in writing to the Mortgage Loan Seller a present intention to initiate such proceedings. I am a member of the Bar of the State of New York and the opinions set forth above are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America (in each case without regard to conflicts of laws principles). I am not licensed to practice law in the State of Delaware, and the opinions in paragraphs (1) and (2) above as to the General Corporation Law of the State of Delaware are based solely on standard compilations of the official statutes of Delaware. I express no opinion as to the effect of the laws of any other jurisdiction on matters addressed in this letter. This letter is limited to the matters specifically addressed herein, and I express no opinion as to any other matters relating to, or which may arise in connection with, the consummation of the transactions contemplated by the Agreements. D-3-3 I am furnishing this letter to you solely for your benefit in connection with the transactions referred to herein. This letter is not to be relied upon, used, circulated, quoted or otherwise referred to by any other person or for any other purpose. Very truly yours, D-3-4 ANNEX A Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue New York, New York 10010-3629 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Column Financial, Inc. 3414 Peachtree Road, N.E. Suite 1140 Atlanta, Georgia 30326 McDonald Investments Inc. 800 Superior Avenue Cleveland, Ohio 44114 Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Wells Fargo Bank Minnesota, N.A. 45 Broadway, 12th Floor New York, New York 10006 Midland Loan Services, Inc. 210 West Tenth Street Kansas City, Missouri 64105 Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Water Street New York, New York 10041 Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 D-3-5 EXHIBIT D-4 FORM OF OPINION OF SIDLEY AUSTIN BROWN & WOOD, SPECIAL COUNSEL TO THE SELLER PURSUANT TO SECTION 7(VII) December 27, 2001 To the Parties Listed on Annex A: 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 Column Financial, Inc. ("Column") with respect to certain matters in connection with the sale by Column, and the purchase by Credit Suisse First Boston Mortgage Securities Corp. ("CSFBMSC"), of a segregated pool of multifamily and commercial mortgage loans (the "Mortgage Loans"), pursuant to that certain Mortgage Loan Purchase Agreement dated as of December 19, 2001 (the "Agreement"), between Column and CSFBMSC. This opinion letter is being provided to you pursuant to Section 7(vii) of the Agreement. Capitalized terms that are used, but not defined, herein have the respective meanings set forth in, or otherwise assigned to them pursuant to, the Agreement. For purposes of this opinion letter, we have reviewed the Agreement. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents and records as we have deemed relevant or necessary as the basis for the opinions contained in this letter; we have obtained such certificates from and made such inquiries of officers and representatives of the parties to the Agreement and public officials as we have deemed relevant or necessary as the basis for such opinions; and 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 opinions contained herein are based. In rendering this opinion letter, we have also assumed (i) the truthfulness and accuracy of each of the representations and warranties as to factual matters contained in the Agreement, (ii) the legal capacity of natural persons, (iii) the genuineness of all signatures, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic originals of all documents submitted to us as certified, conformed or photostatic copies, (vi) the due organization of each of the parties to the Agreement and the valid existence of each such party in good standing under the laws of its jurisdiction of organization, (vii) except to the extent expressly addressed by our opinions below, the power and authority of all parties to the Agreement to enter into, perform under and consummate the transactions contemplated by the Agreement, without any resulting conflict with or violation of the organizational documents of any such party or with or of any law, rule, regulation, order, writ or decree applicable to any such party or its assets, and without any resulting default under or breach of any other agreement or D-4-1 instrument by which any such party is bound or which is applicable to it or its assets, (viii) the due authorization by all necessary action, and the due execution and delivery, of the Agreement by the parties thereto, (ix) except to the extent expressly addressed by our opinions below, the constitution of the Agreement as the legal, valid and binding obligation of each party thereto, enforceable against such party in accordance with its terms, and (x) the absence of any other agreement that supplements or otherwise modifies the intentions and agreements of the parties to the Agreement, as expressed therein. Our opinions set forth below with respect to the enforceability of the Agreement or any particular right or obligation under the Agreement are subject to: (1) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the doctrine of estoppel; (2) the possible unavailability of specific performance and injunctive relief, regardless of whether considered in a proceeding in equity or at law; (3) the effect of certain laws, rules, regulations and judicial and other decisions upon the enforceability of (a) any provision that purports to waive (i) the application of any federal, state or local statute, rule or regulation, (ii) the application of any general principles of equity or (iii) the obligation of diligence, (b) any provision that purports to grant any remedies that would not otherwise be available at law, to restrict access to any particular legal or equitable remedies, to make any rights or remedies cumulative and enforceable in addition to any other right or remedy, to provide that the election of any particular remedy does not preclude recourse to one or more other remedies, to provide that the failure to exercise or the delay in exercising rights or remedies will not operate as a waiver of such rights or remedies, to impose penalties or forfeitures, or to provide for set-off in the absence of mutuality between the parties, (c) any provision that purports to release, exculpate or exempt a party from, or indemnify a party for, liability for any act or omission on its part that constitutes negligence, recklessness or willful or unlawful conduct, (d) any provision that purports to govern matters of civil procedure, including any such provision that purports to establish evidentiary standards, to waive objections to venue or forum, to confer subject matter jurisdiction on any court that would not otherwise have such jurisdiction or to waive any right to a jury trial, or (e) any provision that purports to render unenforceable any modification, waiver or amendment that is not executed in writing, to sever any provision of any agreement, to appoint any person or entity as the attorney-in-fact of any other person or entity or to provide that any agreement or any particular provision thereof is to be governed by or construed in accordance with the laws of any jurisdiction other than the State of New York; (4) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable preference, fraudulent conveyance and transfer, moratorium and other similar laws affecting the rights of creditors or secured parties generally; and (5) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of any provision of the Agreement that purports or is construed to provide indemnification with respect to securities law violations. In rendering this opinion letter, we do not express any opinion concerning the laws of any jurisdiction other than the laws of the State of New York and, where expressly referred to below, the federal laws of the United States of America (without regard to conflicts of law principles). In addition, we do not express any opinion with respect to (i) the tax, securities or "doing business" laws of any particular jurisdiction, including, without limitation, the State of New York, or (ii) any law, rule or regulation to which Column may be subject as a result of any other person's or entity's legal or regulatory status or any such other person's or entity's involvement in the transactions contemplated by the Agreement. Furthermore, we do not express any opinion with respect to any matter not expressly addressed below. D-4-2 Based upon and subject to the foregoing, we are of the opinion that: 1. The Agreement constitutes a valid, legal and binding agreement of Column, enforceable against Column in accordance with its terms. 2. No consent, approval, authorization or order of any federal or State of New York court or governmental agency or body is required for the consummation by Column of the transactions contemplated by the Agreement, except for those consents, approvals, authorizations or orders that previously have been obtained. 3. Column's execution, delivery and performance of the Agreement will not in any material respect conflict with or result in a material violation of any federal or State of New York statute or regulation of general applicability in transactions of the type contemplated by the Agreement. The opinions expressed herein are being delivered to you as of the date hereof, and we assume no obligation to advise you of any changes of law or fact that may occur after the date hereof, notwithstanding that such changes may affect the legal analysis or conclusions contained herein. This opinion letter is solely for your benefit in connection with the closing of Column's sale of the Mortgage Loans to CSFBMSC, pursuant to the Agreement, and may not be relied on in any manner for any other purpose or by any other person or transmitted to any other person without our prior consent. Very truly yours, D-4-3 Annex A Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue New York, New York 10010-3629 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 McDonald Investments Inc. 800 Superior Avenue Cleveland, Ohio 44114 Salomon Smith Barney Inc. 388 Greenwich Street, 11th Floor New York, New York 10013 Wells Fargo Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, Maryland 21044-3562 Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Water Street New York, New York 10041 D-4-4 EXHIBIT D-5 FORM OF LETTER OF SIDLEY AUSTIN BROWN & WOOD, SPECIAL COUNSEL TO THE SELLER PURSUANT TO SECTION 7(IX) December 27, 2001 To the Parties Listed on Annex A hereto: 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 Column Financial, Inc. ("Column") and Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor") with respect to certain matters in connection with the following transactions (collectively, the "Transactions"): (i) the filing by the Depositor of a registration statement on Form S-3 (No. 333-53012) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), for purposes of registering under the Securities Act of 1933, as amended (the "Securities Act"), certain offerings of mortgage pass-through certificates evidencing interests in trust funds established by the Depositor; (ii) the sale by Column, and the purchase by the Depositor, of a segregated pool of multifamily and commercial mortgage loans (collectively, the "Column Mortgage Loans"), pursuant to the Mortgage Loan Purchase Agreement dated as of December 19, 2001 (the "Column Mortgage Loan Purchase Agreement"), between Column as seller and the Depositor as purchaser; (iii) the sale by KeyBank National Association ("KeyBank"), and the purchase by the Depositor, of a second segregated pool of multifamily and commercial mortgage loans (collectively, the "KeyBank Mortgage Loans"), pursuant to the Mortgage Loan Purchase Agreement dated as of December 19, 2001 (the "KeyBank Mortgage Loan Purchase Agreement"), between KeyBank as seller and the Depositor as purchaser; (iv) the creation of a commercial mortgage trust (the "Trust"), and the issuance of an aggregate $986,430,065 Certificate Principal Balance of Commercial Mortgage Pass-Through Certificates, Series 2001-CK6 (the "Certificates"), consisting of 24 classes designated Class A-X, Class A-CP, Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class NW-SUB, Class GT2, Class R and Class V, pursuant to the 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"); D-5-1 (v) the transfer of the Column Mortgage Loans and the KeyBank Mortgage Loans (collectively, the "Mortgage Loans") by the Depositor to the Trust, pursuant to the Pooling and Servicing Agreement, in exchange for the Certificates being issued to or at the direction of the Depositor; and (vi) the sale by the Depositor, and the purchase by Credit Suisse First Boston Corporation ("CSFB Corporation"), McDonald Investments Inc. and Solomon Smith Barney Inc. (collectively, in such capacity, the "Underwriters"), of the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Certificates (collectively, the "Publicly Offered Certificates"), pursuant to the Underwriting Agreement dated as of December 19, 2001 (the "Underwriting Agreement"), between the Depositor and CSFB Corporation, as representative of the Underwriters. The Pooling and Servicing Agreement, the Underwriting Agreement, the Column Mortgage Loan Purchase Agreement and the KeyBank Mortgage Loan Purchase Agreement are collectively referred to herein as the "Agreements". Capitalized terms not defined herein have the respective meanings set forth in the Pooling and Servicing Agreement and, to the extent not defined therein, in the other Agreements. For the purposes of this letter, we have reviewed: the Agreements; the Registration Statement; the Prospectus, dated December 19, 2001, relating to publicly offered mortgage pass-through certificates evidencing interests in trust funds established by the Depositor (the "Basic Prospectus"); and the Prospectus Supplement, dated December 19, 2001, specifically relating to the Trust and the Publicly Offered Certificates (the "Prospectus Supplement"; and, together with the Basic Prospectus, the "Prospectus"). In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents and records as we have deemed relevant or necessary as the basis for rendering this letter; we have obtained such certificates from and made such inquiries of officers and representatives of the parties to the Agreements and public officials as we have deemed relevant or necessary as the basis for rendering this letter; and 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 statements made 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 Agreements, (ii) the legal capacity of natural persons, (iii) the genuineness of all signatures, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic originals of all documents submitted to us as certified, conformed or photostatic copies, (vi) the due organization of all parties to each of the Agreements and the valid existence of each such party in good standing under the laws of its jurisdiction of organization, (vii) the due authorization by all necessary action, and the due execution and delivery, of the Agreements by the parties thereto, (viii) the constitution of each of the Agreements as the legal, valid and binding obligation of each party thereto, enforceable against such party in accordance with its terms, (ix) compliance with the Agreements by the parties thereto, (x) the conformity, to the requirements of the Column Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the Pooling and Servicing Agreement, of the Mortgage Notes, the Mortgages and the other documents delivered to the Trustee by, on behalf of, or at the direction of, the Depositor, Column and Keybank, (xi) the conformity of the text of each document filed with the Commission through the Commission's Electronic Data Gathering, Analysis and Retrieval System to the printed documents reviewed by us, and (xii) the absence of any other agreement that supplements or otherwise modifies the intentions and agreements of D-5-2 the parties to the Agreements, as expressed therein. In making the statements set forth below, we do not express any view concerning the laws of any jurisdiction other than the federal laws of the United States of America. We are delivering this letter in our capacity as special counsel to the Depositor and Column. In the course of our acting in such capacity, we have generally reviewed and discussed with certain representatives of the Depositor, Column, the Underwriters and the other parties to the Agreements and their respective counsel (in addition to us) the information set forth in the Registration Statement and the Prospectus, other than any documents or information included therein solely by incorporation by reference (all such documents and information so incorporated by reference shall be referred to herein as the "Excluded Information"), and we have reviewed certain loan summaries prepared by Column or an affiliate of Column in respect of the Column Mortgage Loans. While we have made no independent check or verification of, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, on the basis of the foregoing, nothing has come to our attention that causes us to believe that (a) the Registration Statement (exclusive of the Excluded Information therein, as to which we express no view or belief), as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus (exclusive of the Excluded Information therein, as to which we express no view or belief), as of the date of the Prospectus Supplement or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that we express no view or belief as to (x) any financial statements, schedules and/or other numerical, financial or statistical data set forth or referred to therein or omitted therefrom, (y) any information contained in or omitted from the Prospectus regarding the nature and characteristics of the KeyBank Mortgage Loans and/or the Borrowers and Mortgaged Properties relating to the KeyBank Mortgage Loans or (z) any information contained in or omitted from the computer diskette that accompanies the Prospectus. In that connection, we advise you that we have relied, to the extent that we may properly do so in the discharge of our professional responsibilities as experienced securities law practitioners, upon the judgment and statements of officers and representatives of the Depositor and Column in connection with the determination of materiality. When used in this letter, the term "attention" or words of similar import mean the conscious awareness of facts or other information of the Sidley Austin Brown & Wood attorneys currently practicing law with this firm who have been involved in any material respect in representing the Depositor and/or Column in connection with the Transactions. We call to your attention that, with your knowledge and consent, except as described above, such Sidley Austin Brown & Wood attorneys have not examined or otherwise reviewed any of the Mortgage Files, any particular documents contained in such files or any other documents with respect to the Mortgage Loans for purposes of delivering this letter. D-5-3 The statements set forth herein are being made to you as of the date hereof, and we assume no obligation to advise you of any changes of law or fact that may occur after the date hereof, notwithstanding that such changes may affect the views or beliefs expressed herein. This letter is being delivered solely for the benefit of the persons to which it is addressed in connection with the Transactions. It may not be quoted, filed with any governmental authority or other regulatory agency or otherwise circulated or utilized for any other purpose without our prior written consent. Very truly yours, D-5-4 Annex A Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue New York, New York 10010-3629 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 McDonald Investments Inc. 800 Superior Avenue Cleveland, Ohio 44114 Salomon Smith Barney Inc. 388 Greenwich Street, 11th Floor New York, New York 10013 D-5-5