MORTGAGE LOAN PURCHASE AGREEMENT



                          Dated as of December 1, 2002



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                                TABLE OF CONTENTS







Section 1.      Transactions on or Prior to the Closing Date...................

Section 2.      Closing Date Actions...........................................

Section 3.      Conveyance of Mortgage Loans...................................

Section 4.      Depositor's Conditions to Closing..............................

Section 5.      Seller's Conditions to Closing.................................

Section 6.      Representations and Warranties of Seller.......................

Section 7.      Obligations of Seller..........................................

Section 8.      Crossed Mortgage Loans ........................................

Section 9.      [Reserved] ....................................................

Section 10.     Representations and Warranties of Depositor ...................

Section 11.     Survival of Certain Representations, Warranties and Covenants..

Section 12.     Accountant's Letters ..........................................

Section 13.     Expenses; Recording Costs .....................................

Section 14.     Notices .......................................................

Section 15.     Examination of Mortgage Files .................................

Section 16.     Successors ....................................................

Section 17.     Governing Law .................................................

Section 18.     Severability ..................................................

Section 19.     Further Assurances ............................................

Section 20.     Counterparts ..................................................

Section 21.     Treatment as Security Agreement ...............................

Section 22.     Recordation of Agreement ......................................





Schedule I      Schedule of Transaction Terms

Schedule II     Mortgage Loan Schedule

Schedule III    Mortgage Loans Constituting Mortgage Groups

Schedule IV     Mortgage Loans with Lost Mortgage Notes

Schedule V      Exceptions to Seller's Representations and Warranties

Schedule VI     Dates of Shipment of Due Diligence Materials to GMACCM



Exhibit A       Representations and Warranties with Respect to the Mortgage

                Loans

Exhibit B       Form of Lost Mortgage Note Affidavit

Exhibit C       Form of Assignment of Mortgage(s) and Assignment of Assignment

                of Lessor's Interests in Leases, Rents and Profits





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                        MORTGAGE LOAN PURCHASE AGREEMENT



            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as

of December 1, 2002, is made by and between COLUMN FINANCIAL, INC., a Delaware

corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES

CORP., a Delaware corporation (the "Depositor").



                                    RECITALS



            I. Capitalized terms used herein without definition have the

meanings ascribed to them in the Schedule of Transaction Terms attached hereto

as Schedule I, which is incorporated herein by this reference, or, if not

defined therein, in the Pooling and Servicing Agreement.



            II. On the Closing Date, and on the terms set forth herein, Seller

has agreed to sell to Depositor and Depositor has agreed to purchase from Seller

the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule")

annexed hereto as Schedule II. Depositor intends to deposit the Mortgage Loans

and other assets into the Trust Fund created pursuant to the Pooling and

Servicing Agreement and to cause the issuance of the Certificates.



                                    AGREEMENT



            NOW, THEREFORE, on the terms and conditions set forth below and for

good and valuable consideration, the receipt and adequacy of which is hereby

acknowledged, Depositor and Seller agree as follows:



            Section 1. Transactions on or Prior to the Closing Date. On or prior

to the Closing Date, Seller shall have delivered the Mortgage Files with respect

to each of the Mortgage Loans listed in the Mortgage Loan Schedule to Wells

Fargo Bank Minnesota, N.A. as trustee (the "Trustee"), against receipt by Seller

of a written receipt, pursuant to an arrangement between Seller and the Trustee;

provided, however, that item (p) in the definition of Mortgage File (Section 3

below) shall be delivered to the Servicer with a copy delivered to the Trustee

for inclusion in the Mortgage File; provided further, that the Seller shall pay

(or cause the related Borrower to pay) any costs of the assignment or amendment

of each letter of credit described under such item (p) required in order for the

Trustee to draw on such letter of credit pursuant to the terms of the Pooling

and Servicing Agreement and shall deliver the related assignment or amendment

documents within thirty (30) days after the Closing Date. In addition, prior to

such assignment or amendment of a letter of credit, the Seller will provide any

additional information or assistance that is required to enable the Servicer to

draw upon the related letter of credit pursuant to the terms of the Pooling and

Servicing Agreement, including, if necessary, drawing on the letter of credit in

its own name pursuant to written instructions to draw from the Servicer and upon

receipt, immediately remitting the proceeds of such draw (or causing such

proceeds to be remitted) to the Servicer.



            Section 2. Closing Date Actions. The sale of the Mortgage Loans

shall take place on the Closing Date, subject to and simultaneously with the

deposit of the Mortgage Loans into the Trust Fund, the issuance of the

Certificates and the sale of (a) the Offered Certificates by Depositor to the

Underwriters pursuant to the Underwriting Agreement and (b) the Private

Certificates by Depositor to the Initial Purchaser pursuant to the Certificate

Purchase Agreement. The closing (the "Closing") shall take place at the offices

of Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, New York 10038, or

such other location as agreed upon between the parties hereto. On the Closing

Date, the following actions shall take place in sequential order on the terms

set forth herein:



                  (i) Seller shall sell to Depositor, and Depositor shall

         purchase from Seller, the Mortgage Loans pursuant to this Agreement for

         the Mortgage Loan Purchase Price payable in accordance with

         instructions previously provided to Depositor by Seller. The Mortgage

         Loan Purchase Price (as defined herein) shall be paid by Depositor to

         Seller or at its direction by wire transfer in immediately available

         funds to an account designated by Seller on or prior to the Closing

         Date. The "Mortgage Loan Purchase Price" paid by Depositor shall be

         equal to $966,716,886.



                  (ii) Pursuant to the terms of the Pooling and Servicing

         Agreement, Depositor shall sell all of its right, title and interest in

         and to the Mortgage Loans to the Trustee for the benefit of the Holders

         of the Certificates.



                  (iii) Depositor shall sell to the Underwriters, and the

         Underwriters shall purchase from Depositor, the Offered Certificates

         pursuant to the Underwriting Agreement, and Depositor shall sell to the

         Initial Purchaser, and the Initial Purchaser shall purchase from

         Depositor, the Private Certificates pursuant to the Certificate

         Purchase Agreement.



                  (iv) The Underwriters will offer the Offered Certificates for

         sale to the public pursuant to the Prospectus and the Prospectus

         Supplement and the Initial Purchaser will privately place certain

         classes of the Certificates pursuant to the Offering Circular.



            Section 3. Conveyance of Mortgage Loans. On the Closing Date, Seller

shall sell, convey, assign and transfer, subject to the Servicing Rights

Purchase Agreement dated as of December 23, 2002, between the Seller and Midland

Loan Services, Inc., without recourse except as provided herein, to Depositor,

free and clear of any liens, claims or other encumbrances, all of Seller's

right, title and interest in, to and under each of the Mortgage Loans identified

on the Mortgage Loan Schedule and all property of Seller described in Section

21(b) of this Agreement, including, without limitation, (i) all scheduled

payments of interest and principal due on or with respect to the Mortgage Loans

after the Cut-off Date and (ii) all other payments of interest, principal or

prepayment premiums received on or with respect to the Mortgage Loans after the

Cut-off Date, other than any such payments of interest, principal or prepayment

premiums that were due on or prior to the Cut-off Date. On or prior to the

Closing Date, each Mortgage File shall be delivered by Seller to the Trustee.

Each Mortgage File shall contain the following documents:



                  (a) the original Note, or with respect to those Mortgage Loans

         listed in Schedule IV hereto, a "lost note affidavit" substantially in

         the form of Exhibit B hereto and a true and complete copy of the Note,

         bearing, or accompanied by, all prior and intervening endorsements or

         assignments showing a complete chain of endorsement or assignment from

         the applicable Originator either in blank or to the Seller, and further

         endorsed (at the direction of the Depositor given pursuant to this

         Agreement) by the Seller, on its face or by allonge attached thereto,

         without recourse, to the order of the Trustee in the following form:

         "Pay to the order of Wells Fargo Bank Minnesota, N.A., as trustee for

         the registered Holders of Credit Suisse First Boston Mortgage

         Securities Corp., Commercial Mortgage Pass-Through Certificates, Series

         2002-CP5, without recourse, representation or warranty, express or

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