CREDIT SUISSE FIRST BOSTON MOR AC CORP CSFB ABS TR 2002 HI23
EXHIBIT 10.1 LOAN PURCHASE AGREEMENT
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<FILENAME>loanpurchaseagt.htm
<DESCRIPTION>EXHIBIT 10.1 LOAN PURCHASE AGREEMENT
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<title>Loan Purchase Agreement</title>
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                                                        <p align=center>LOAN PURCHASE AGREEMENT</p>


                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS LOAN  PURCHASE  AGREEMENT,  dated July 24,  2002,  is entered into by and among DLJ  Mortgage  Capital,  Inc., a
Delaware corporation ("Seller"),  Credit Suisse First Boston Mortgage Acceptance Corp., a Delaware corporation ("Purchaser"),  JPMorgan
Chase Bank (the "Indenture Trustee") and the CSFB ABS Trust 2002-HI23 (the "Issuer"):</font></p>


                                                              <p align=center><u>WITNESSETH:</u></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,  Seller,  in the ordinary  course of its business  acquires and  originates  mortgage  loans and acquired or
originated all of the mortgage loans listed on the Loan Schedule attached as Exhibit A hereto (the "Initial Loans");
</font></p>
                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,  the parties hereto desire that: (i) Seller sell the Cut-off Date Principal Balances of the Initial Loans to
the  Purchaser on the Closing Date  pursuant to the terms of this Loan  Purchase  Agreement  together  with the Basic  Documents,  (ii)
Seller  may sell  Subsequent  Loans to the  Issuer on one or more  Subsequent  Transfer  Dates  pursuant  to the  terms of the  related
Subsequent Transfer Agreement,  and (iv) Seller make certain  representations and warranties on the Closing Date and on each Subsequent
Transfer Date;</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,  pursuant to the Trust  Agreement,  the Purchaser will sell the Initial Loans and transfer all of its rights
under this Loan Purchase Agreement to the Issuer on the Closing Date;</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,  THEREFORE,  for and in  consideration of the sale of the Loans from Seller to the Purchaser on the date hereof,
the  Purchaser  shall pay to Seller on the date  hereof  by wire  transfer  of  immediately  available  funds the net  proceeds  to the
Purchaser of the sale of the Notes,  less the amount  deposited  into the  Pre-Funding  Account and the  Capitalized  Interest  Account
pursuant to Section 3  hereof and less the amount  deposited into the Basis Risk Reserve Fund pursuant to the Indenture,  together with
the Certificate, the parties hereto hereby agree as follows:</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;1.&nbsp;&nbsp;<U>Transfer
of Loans</U>.&nbsp;&nbsp;(a)&nbsp;&nbsp;Seller hereby grants, transfers and assigns to Purchaser all
of the Seller&#146;s right, title and interest, whether now owned or hereafter
acquired, in and to (A) the Initial Loans, including the Mortgage Notes, the
Mortgages, any related insurance policies and all other documents in the related
Loan Files and including any Eligible Substitute Loans; (B)&#160;pool insurance
policies, hazard insurance policies and any bankruptcy bond relating to the
foregoing, if applicable; (C) all amounts payable after the Cut-off Date to the
holders of the Initial Loans in accordance with the terms thereof; (D) all
income, payments, proceeds and products of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property; (E) all accounts, chattel paper, deposit accounts, documents, general
intangibles, goods, instruments, investment property, letter-of-credit rights,
letters of credit, money, and oil, gas, and other minerals, consisting of,
arising from, or relating to, any of the foregoing; and (F) all proceeds of any
of the foregoing. In addition, Seller has delivered to the Purchaser or the
applicable Custodian, as directed by the Purchaser the Loan Schedule and the
documents listed on Exhibit&#160;C. </FONT></P>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Based on the Initial Certification of the applicable  Custodian,  the Indenture Trustee acknowledges receipt
by the applicable Custodian of the documents  identified in the Initial Certification and declares that the applicable Custodian holds
such </font></P>

<BR><BR>

<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>documents and the other documents  delivered to the Custodian  constituting  the applicable Loan Files, in trust for the exclusive
use and benefit of all present and future  Noteholders.  The Indenture Trustee  acknowledges  that it or the applicable  Custodian will
maintain  possession of the  Contracts in the State of Texas,  or State of Illinois,  as directed by the  Purchaser,  unless  otherwise
permitted by the Rating Agencies.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;The  Indenture  Trustee  agrees to deliver on the Closing Date to the  Purchaser and the Servicer an Initial
Certification from the applicable  Custodian (to the extent received by the Indenture Trustee from the Custodian).  Based on its review
and examination,  and only as to the documents identified in such Initial  Certification,  the applicable  Custodian  acknowledges that
such documents  appear regular on their face and relate to such Loan.  Neither the Indenture  Trustee nor such Custodian shall be under
any duty or obligation to inspect,  review or examine said documents,  instruments,  certificates or other papers to determine that the
same are genuine,  enforceable,  recordable or appropriate for the represented  purpose or that they have actually been recorded in the
real estate records or that they are other than what they purport to be on their face;  provided,  however,  that neither the Indenture
Trustee nor such Custodian shall make any  determination  as to whether (i) any endorsement is sufficient to transfer all right,  title
and interest of the party so endorsing,  as noteholder or assignee  thereof,  in and to that Mortgage Note or (ii) any assignment is in
recordable  form or is  sufficient  to effect the  assignment  of and transfer to the assignee  thereof under the mortgage to which the
assignment  relates.  Not later  than 90 days  after the  Closing  Date,  upon  receipt of a Final  Certification  from the  applicable
Custodian provided for in the Custodial Agreement,  the Trustee shall deliver to the Depositor,  the Seller and the Servicer such Final
Certification, with any applicable exceptions noted thereon.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;If, in the course of such review,  the Indenture  Trustee is notified by the  applicable  Custodian that any
document  constituting  a part of a Loan File does not meet the  requirements  of Exhibit C hereto,  the Indenture  Trustee shall cause
such Custodian to list such as an exception in the Final Certification.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;The Seller  shall  promptly  correct or cure such  defect  within 90 days from the date it is so notified of
such defect and, if the Seller does not correct or cure such defect  within such period,  the Seller shall  either (i)  substitute  for
the related Loan an Eligible  Substitute  Loan,  which  substitution  shall be accomplished in the manner and subject to the conditions
set forth in Section  2(d), or  (ii) purchase  such Loan within 90 days from the date the Seller was notified of such defect in writing
at the  Repurchase  Price of such Loan if such defect  materially  and adversely  affects the value of the related Loan or interests of
the  Noteholders or  Certificateholders;  provided,  however,  that if the cure,  substitution or repurchase of a Loan pursuant to this
provision is required by reason of a delay in delivery of any documents by the appropriate  recording office,  then the Seller shall be
given 270 days from the Closing Date to cure such defect or substitute  for, or repurchase  such Loan; and further  provided,  that the
Seller shall have no liability  for  recording  any  Assignment  of Mortgage in favor of the  Indenture  Trustee or for the  Servicer's
failure to record such  Assignment  of Mortgage,  and the Seller shall not be obligated to repurchase or cure any Loan as to which such
Assignment of Mortgage is not recorded.  &nbsp;&nbsp;The Indenture Trustee shall deliver written notice to each Rating</font></P>

<BR><BR>
<p align=center>2</p>
<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Agency within 270 days from
the Closing Date  indicating  each  Mortgage (a) which has not been  returned by the  appropriate  recording  office or (b) as to which
there is a dispute as to location or status of such  Mortgage.  Such  notice  shall be  delivered  every 90 days  thereafter  until the
related  Mortgage is returned to the  applicable  Custodian.  Any such  substitution  effected more than 90 days after the Closing Date
shall not be effected  prior to the  delivery to the  Indenture  Trustee of the Opinion of Counsel  required by Section 2(d) hereof and
any substitution  shall not be effected prior to the additional  delivery to the Indenture  Trustee or the applicable  Custodian,  of a
Request  for  Release  and the Loan File for any such  Eligible  Substitute  Loan.  The  Repurchase  Price  for any such Loan  shall be
deposited by the Seller in the Payment  Account on or prior to the Business Day  immediately  preceding  such Payment Date in the month
following the month of repurchase and, upon receipt of such deposit, the applicable  Custodian,  shall release the related Loan File to
the Seller and shall execute and deliver at such entity's request such  instruments of transfer or assignment  prepared by such entity,
in each case  without  recourse,  representation  and warranty or as shall be  necessary  to vest in such  entity,  or a designee,  the
Indenture  Trustee's  interest in any Loan released  pursuant hereto.  It is understood and agreed that the obligation of the Seller to
cure,  substitute for or to repurchase any Loan which does not meet the  requirements of this Section shall  constitute the sole remedy
respecting such defect available to the Indenture Trustee, the Depositor and any Certificateholder against the Seller.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;All of the Loan Files are being held pursuant to one of the Custodial Agreements.  Notwithstanding  anything
to the contrary  contained  herein,  the parties  hereto  acknowledge  that the functions of the Indenture  Trustee with respect to the
custody,  acceptance,  inspection  and  release  of the Loan  Files  pursuant  to  Sections 1 and 2 hereof  shall be  performed  by the
applicable  Custodian.  At the  expense  of the  Servicer,  the  Indenture  Trustee,  from time to time,  shall  instruct  or cause the
instruction of the Custodian to deliver the Loan Files to the Servicer for completion and recordation of the Assignments of Mortgage.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2.&nbsp;&nbsp;&nbsp;<u>Representations and Warranties</u>.
</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller represents and warrants to the Purchaser, the Indenture Trustee and the Issuer that as of the Closing Date:</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Organization and
Good Standing; Licensing</U>. Seller is a company duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
formation and has all licenses necessary to carry out its business as now being
conducted, and is licensed and qualified to transact business in and is in good
standing under the laws of its state of jurisdiction; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Power, Authority
and Binding Obligations</U>. Seller has the power and authority to make,
execute, deliver and perform this Loan Purchase Agreement and all of the
transactions contemplated under this Loan Purchase Agreement, and has taken all
necessary action to authorize the execution, delivery and performance of this
Loan Purchase Agreement. When executed and delivered, this Loan Purchase
Agreement will constitute the legal, valid and binding obligation of Seller
enforceable in accordance with its terms, except as enforcement of such terms
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors&#146; rights generally and by the availability of
equitable remedies;</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Conflicts</U>.
Neither the execution and delivery of this Loan Purchase Agreement, nor the
consummation of the transactions herein contemplated hereby, nor compliance with
the provisions hereof, will conflict with or result in a breach of, or
constitute a default under, any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on </font></p>

<BR><BR>
<p align=center>3</p>
<hr size=2 noshade>

<p align=justify><font size=2>Seller or its properties or the
certificate of incorporation or by-laws of Seller, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on Seller&#146;s ability to enter into this Loan Purchase
Agreement and to consummate the transactions contemplated hereby; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Consent</U>. The
execution, delivery and performance by Seller of this Loan Purchase Agreement
and the consummation of the transactions contemplated hereby do not require the
consent or approval of, the giving of notice to, the registration with, or the
taking of any other action in respect of, any state, federal or other
governmental authority or agency, except those consents, approvals, notices,
registrations or other actions as have already been obtained, given or made and
conveyance of the related Loans by Seller are not subject to bulk transfer or
any similar statutory provisions in effect in any applicable jurisdiction; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Enforceability</U>.
This Loan Purchase Agreement has been duly executed and delivered by Seller and,
assuming due authorization, execution and delivery by the Purchaser, the
Indenture Trustee and the Issuer, constitutes a valid and binding obligation of
Seller enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Litigation</U>.
There are no actions, litigation, suits or proceedings pending or threatened
against Seller before or by any court, administrative agency, arbitrator or
governmental body (i) with respect to any of the transactions contemplated by
this Loan Purchase Agreement, (ii) on the sale of the Loans, or (iii) with
respect to any other matter which in the judgment of Seller if determined
adversely to Seller would reasonably be expected to materially and adversely
affect Seller&#146;s ability to perform its obligations under this Loan Purchase
Agreement; and Seller is not in default with respect to any order of any court,
administrative agency, arbitrator or governmental body so as to materially and
adversely affect the transactions contemplated by this Loan Purchase Agreement;
and </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Solvent</U>.
Seller does not believe, nor does it have any cause or reason to believe, that
it cannot perform each and every covenant contained in this Loan Purchase
Agreement. Seller is solvent and the sale of the Loans by it will not cause
Seller to become insolvent. The sale of the Loans by Seller is not undertaken
with the intent to hinder, delay or defraud any of Seller&#146;s creditors. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller hereby further
warrants and represents to, and covenants with, Purchaser, as to each Initial
Loan, each of the representations, warranties and covenants set forth on
Exhibit&#160;B attached hereto. Each representation and warranty is made only as
of the Cut-off Date and not as of the Closing Date, except where otherwise
indicated in Exhibit B. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purchaser warrants and represents to, and covenants with, Seller that:</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, and has all requisite corporate power
and authority to acquire, own and purchase the Loans; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purchaser has full
corporate power and authority to execute, deliver and perform under this Loan
Purchase Agreement, and to consummate the transactions set forth herein. The
execution, delivery and performance of Purchaser of this </font></p>

<BR><BR>
<p align=center>4</p>
<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Loan Purchase
Agreement, and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action of Purchaser. This
Loan Purchase Agreement has been duly executed and delivered by Purchaser and
constitutes the valid and legally binding obligation of Purchaser enforceable
against Purchaser in accordance with its respective terms; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the best of
Purchaser&#146;s knowledge, no material consent, approval, order or
authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Purchaser in connection with the
execution, delivery or performance by Purchaser of this Loan Purchase Agreement,
or the consummation by it of the transactions contemplated hereby; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purchaser understands
that the Loans have not been registered under the 1933 Act or the securities
laws of any state: </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purchase price
being paid by Purchaser for the Loans is in excess of $250,000 and will be paid
by cash remittance of the full purchase price within thirty&#160;(30) days of
the sale; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purchaser is acquiring the Loans for investment for its own account only and not for any other person;</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purchaser considers
itself a substantial, sophisticated institutional investor having such knowledge
and financial and business matters that it is capable of evaluating the merits
and the risks of investment in the Loans; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purchaser has been furnished with all information regarding the Loans that it has requested from Seller;</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither Purchaser nor
anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Loans, an interest in the Loans or any other similar security
to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Loans, any interest in the Loans or any other similar
security from, or otherwise approached or negotiated with respect to the Loans,
any interest in the Loans or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action which would constitute a
distribution of the Loans under the 1933 Act or which would render the
disposition of the Loans a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to the Loans; and </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Either: (A) Purchaser
is not an employee benefit plan (&#147;Plan&#148;) within the meaning of section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
(&#147;ERISA&#148;) or a plan (also &#147;Plan&#148;) within the meaning of
section 4975(e)(1) of the Internal Revenue Code of 1986 as amended
(&#147;Code&#148;), and Purchaser is not directly or indirectly purchasing the
Loans on behalf of, investment manager of, as named fiduciary of, as Trustee of,
or with assets of, a Plan; or (B) Purchaser&#146;s purchase of the Loans will
not result in a prohibited transaction under section 406 of ERISA or section
4975 of the Code. </FONT></P>

<BR><BR>
<p align=center>5</p>
<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon discovery by
Seller or upon notice from Purchaser, the Issuer, the Owner Trustee, the
Indenture Trustee or any Custodian, as applicable, of a breach of any
representation or warranty set forth in Section&#160;2 above which materially
and adversely affects the interests of the Securityholders in any Loan, Seller
shall, within 90 days of its discovery or its receipt of notice of such breach,
either (i) cure such breach in all material respects or (ii) to the extent that
such breach is with respect to a Loan or a Basic Document, either (A) repurchase
such Loan from the Trust at the Repurchase Price, or (B) substitute one or more
Eligible Substitute Loans for such loan, in each case in the manner and subject
to the conditions and limitations set forth below. </FONT></P>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon discovery by Seller or upon notice from Purchaser,  the Issuer, the Servicer,  the Owner Trustee,  the Indenture
Trustee or any  Custodian,  as  applicable,  of a breach of any  representation  or  warranty  set forth in  Exhibit B attached  hereto
pursuant to Section 2 above with respect to any Loan that materially and adversely affects the interests of the  Securityholders  or of
Purchaser  in such Loan (notice of which shall be given to Purchaser by Seller,  if it discovers  the same),  notwithstanding  Seller's
lack of knowledge with respect to the substance of such  representation  and warranty,  Seller shall,  within 90 days after the earlier
of its discovery or receipt of notice  thereof;  either cure such breach in all material  respects or either (i)  repurchase  such Loan
from the Trust at the Repurchase  Price,  or (ii) substitute one or more Eligible  Substitute  Loans for such Loan, in each case in the
manner  and  subject  to the  conditions  set forth  below.  The  Repurchase  Price for any such Loan  repurchased  by Seller  shall be
deposited  or caused to be  deposited  by the  Servicer in the  Custodial  Account  maintained  by it  pursuant to Section  3.02 of the
Servicing Agreement.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller may only  substitute an Eligible  Substitute Loan or Loans for a Deleted Loan pursuant to this Section 2(d) if
Seller  obtains an Opinion of Counsel  generally  to the effect that the  substitution  of an Eligible  Substitute  Loan or Loans for a
Deleted  Loan will not cause an entity level  federal or state income tax to be imposed on the Trust.  Seller shall also deliver to the
applicable  Custodian on behalf of the Trust,  with respect to such Eligible  Substitute Loan or Loans, the original  Mortgage Note and
all other documents and agreements as are required  herein,  with the Mortgage Note endorsed as required herein.  No substitution  will
be made in any calendar month after the  Determination  Date for such month.  Monthly Payments due with respect to Eligible  Substitute
Loans in the month of  substitution  shall not be part of the Trust and will be retained by the  Servicer  and remitted by the Servicer
to Seller on the next  succeeding  Payment Date,  provided  that a payment at least equal to the  applicable  Monthly  Payment has been
received by the Trust,  for such month in respect of the Deleted Loan. For the month of  substitution,  distributions  to the Custodial
Account  pursuant to the  Servicing  Agreement  will include the Monthly  Payment due on a Deleted  Loan for such month and  thereafter
Seller  shall be entitled to retain all amounts  received in respect of such  Deleted  Loan.  The  Servicer  shall amend or cause to be
amended the Loan Schedule to reflect the removal of such Deleted Loan and the  substitution  of the Eligible  Substitute  Loan or Loans
and the Servicer shall deliver the amended Loan Schedule to the Indenture  Trustee.  Upon such  substitution,  the Eligible  Substitute
Loan or Loans shall be subject to the terms of this loan Purchase  Agreement and the  Servicing  Agreement in all respects,  and Seller
shall be deemed to have made the  representations  and warranties with respect to the Eligible Substitute Loan contained herein and set
forth in  paragraphs  (b) through (qq) of Exhibit B attached  hereto as of the date of  substitution,  and Seller shall be obligated to
repurchase  or  substitute  for any  Eligible  Substitute  Loan as to which a  Repurchase  Event has  occurred as provided  herein.  In
connection with the  substitution of one or more Eligible  Substitute  Loans </font></p>

<BR><BR>
<p align=center>6</p>
<hr size=2 noshade>

<p align=justify><font size=2>for one or more Deleted Loans, the Servicer will determine
the amount (such amount, a "Substitution  Adjustment  Amount"),  if any, by which the aggregate  principal balance of all such Eligible
Substitute  Loans as of the date of  substitution  is less than the  aggregate  principal  balance  of all such  Deleted  Loans  (after
application  of the  principal  portion of the Monthly  Payments due in the month of  substitution  that are to be  distributed  to the
Custodial  Account in the month of  substitution).  Seller shall deposit the amount of such shortfall into the Custodial Account on the
day of substitution, without any reimbursement therefor.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon receipt by the Indenture  Trustee on behalf of the Trust and the applicable  Custodian of written  notification,
signed by a  Servicing  Officer,  of the deposit of such  Repurchase  Price or of such  substitution  of an  Eligible  Substitute  Loan
(together with the complete  related Loan File) and deposit of any applicable  Substitution  Adjustment  Amount as provided above,  the
applicable  Custodian,  on behalf of the Indenture Trustee shall release to Seller the related Loan File for the Loan being repurchased
or  substituted  for and the  Indenture  Trustee on behalf of the Trust  shall  execute  and deliver  such  instruments  of transfer or
assignment  prepared by the  Servicer,  in each case  without  recourse,  representation  or warranty as shall be  necessary to vest in
Seller or its designee such Loan released pursuant hereto and thereafter such Loan shall not be an asset of the Trust.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is understood  and agreed that the  obligation of Seller to cure any breach,  or to repurchase or substitute  for,
any Loan as to which such a breach has occurred and is continuing  shall  constitute the sole remedy  respecting such breach  available
to Purchaser,  the Servicer,  the Issuer, the  Certificateholders  (or the Owner Trustee on behalf of the  Certificateholders)  and the
Noteholders (or the Indenture Trustee on behalf of the Noteholders) against Seller.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is  understood  and agreed that the  representations  and  warranties  set forth in Section 2  above and Exhibit B
attached  hereto pursuant to Section 2 shall survive  delivery of the respective Loan Files to the Indenture  Trustee or the applicable
Custodian.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 3.&nbsp;&nbsp;&nbsp;<u>Pre-Funding; Capitalized Interest</u>.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No later than the
Closing Date, the Indenture Trustee shall establish and maintain on behalf of
itself one or more segregated trust accounts, which shall be Eligible Accounts,
titled &#147;Pre-Funding Account, JPMorgan Chase Bank, as Indenture Trustee for
CSFB ABS Trust 2002-HI23&#148; (the &#147;Pre-Funding Account&#148;). On the
Closing Date, the Indenture Trustee shall deposit into the Pre-Funding Account
an amount equal to the Original Pre-Funded Amount from the proceeds of the sale
of the Securities. On each Subsequent Transfer Date, Seller shall instruct the
Indenture Trustee in writing to withdraw from the Pre-Funding Account to the
extent remitted to the Indenture Trustee an amount equal to the aggregate
Principal Balance as of the related Subsequent Cut-off Date of the Subsequent
Loans to be sold to the Trust on such Subsequent Transfer Date and purchased
with funds on deposit in the Pre-Funding Account, and to pay such amount to or
upon the order of Seller upon satisfaction of the conditions set forth in
Sections 4(d) and (e) of this Loan Purchase Agreement, and upon satisfaction of
the condition set forth in Section&#160;2 of the Subsequent Transfer Agreement
with respect thereto.</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Pre-Funded
Amount has not been reduced to zero at the close of business on the last day of
the Pre-Funding Period, after giving effect to any withdrawal therefrom on such
day, any remaining Pre-Funded Amount shall be withdrawn by the Indenture Trustee
from the Pre-Funding Account and deposited in the Payment Account and applied as
a principal distribution on the Notes on the next succeeding Payment Date in
accordance with the terms of the Indenture. </FONT></P>

<BR><BR>
<p align=center>7</p>
<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller may cause the
institution maintaining the Pre-Funding Account to invest any funds therein in
described in clause (v) of Permitted Investments. In addition, no such Permitted
Investment shall be purchased at a price in excess of par. At any time when the
Indenture Trustee is maintaining the Pre-Funding Account, any request by Seller
to invest funds on deposit therein shall be in writing, delivered to the
Indenture Trustee at or before 10:30 a.m., New York time, if such investment is
to be made on such day. Any such investment shall be registered in the name of
the Indenture Trustee or its nominee, and to the extent that any such investment
is certificated, such investment shall be maintained with the Indenture Trustee
at its Corporate Trust Office. All net income or other gain received from any
such investment shall be deposited into or credited to the Payment Account, and
may be withdrawn therefrom in accordance with Section 3.05 of the Indenture. In
no event shall the Indenture Trustee be liable for any investment losses on
Permitted Investments held in or credited to the Pre-Funding Account, provided
that such investments are made in accordance with the provisions of this Loan
Purchase Agreement and the Indenture Trustee is not the obligor under the
Permitted Investment. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No later than the
Closing Date, the Indenture Trustee shall establish and maintain on behalf of
itself one or more segregated trust accounts, which shall be Eligible Accounts,
titled &#147;Capitalized Interest Account, JPMorgan Chase Bank, as Indenture
Trustee for CSFB ABS Trust 2002-HI23&#148; (the &#147;Capitalized Interest
Account&#148;). The Indenture Trustee shall, promptly upon receipt, deposit in
the Capitalized Interest Account and retain therein the Interest Coverage
Amount. If the Indenture Trustee shall not have received an investment direction
from Seller, the Indenture Trustee shall invest funds on deposit in the
Capitalized Interest Account in Permitted Investments of the kind described in
clause (v) of the definition of Permitted Investments having a maturity date no
later than the next succeeding Payment Date. In addition, no such Permitted
Investment shall be purchased at a price in excess of par. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On each Payment Date
during the Pre-Funding Period and on the Payment Date immediately after the end
of the Pre-Funding Period, the Indenture Trustee shall withdraw from the
Capitalized Interest Account and deposit into the Payment Account an amount
equal to the Capitalized Interest Requirement for such Payment Date. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the earlier of (i)
termination of the Owner Trust Agreement in accordance with Section 8.01 thereof
and (ii) the Payment Date following the end of the Pre-Funding Period, any
amount remaining on deposit in the Capitalized Interest Account shall be
withdrawn by the Indenture Trustee and paid to the Certificate Paying Agent for
distribution to the holders of the Class CE Certificate. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Sale of Subsequent Loans</u>.
</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the
conditions set forth in paragraphs (d) and (e) below (the satisfaction of which
(other than the conditions specified in paragraphs (d)(i), (d)(ii) and (d)(iii))
shall be evidenced by an Officer&#146;s Certificate of Seller dated the date of
the related Subsequent Transfer Date), in consideration of the Issuer&#146;s
payment of the purchase price provided for on Attachment A to the related
Subsequent Transfer Agreement on one or more Subsequent Transfer Dates using
amounts on deposit in the Pre-Funding Account, Seller may, on the related
Subsequent Transfer Date, sell, transfer, assign, set over and convey without
recourse to the Issuer but subject to the other terms and provisions of this
Loan Purchase Agreement all of the </font></p>

<BR><BR>
<p align=center>8</p>
<hr size=2 noshade>

<p align=justify><font size=2>right, title and interest of Seller in and to
(i) Subsequent Loans identified on the related Loan Schedule attached to the
related Subsequent Transfer Agreement delivered by Seller on such Subsequent
Transfer Date (including the Cut-off Date Loan Balance then existing; (ii) all
money due or to become due on such Subsequent Loan and all collections received
on or after the related Subsequent Cut-off Date; and (iii)&#160;all items listed
on Exhibit C hereto with respect to such Subsequent Loans; provided, however,
that Seller reserves and retains all right, title and interest in and to
principal received and interest accruing on such Subsequent Loan prior to the
related Subsequent Cut-off Date. Any transfer to the Issuer by Seller of
Subsequent Loans shall be absolute, and is intended by the Issuer and Seller to
constitute and to be treated as a sale of such Subsequent Loans by Seller to the
Issuer. In the event that any such transaction is deemed not to be a sale,
Seller hereby grant to the Issuer as of each Subsequent Transfer Date a security
interest in all of Seller&#146;s, as applicable, right, title and interest in,
to and under all accounts, chattel papers, general intangibles, payment
intangibles, contract rights, certificates of deposit, deposit accounts,
instruments, documents, letters of credit, money, advices of credit, investment
property, goods and other property consisting of, arising under or related to
the related Subsequent Loans and such other property, to secure all of
Seller&#146;s obligations hereunder, and this Loan Purchase Agreement shall
constitute a security agreement under applicable law. Seller agrees to take or
cause to be taken such actions and to execute such documents, including the
filing of all necessary UCC-1 financing statements filed in the State of
Delaware (which shall be submitted for filing as of the related Subsequent
Transfer Date), any continuation statements with respect thereto and any
amendments thereto required to reflect a change in the name or corporate
structure of Seller or the filing of any additional UCC-1 financing statements
due to the change in the principal office or jurisdiction of incorporation of
Seller, as are necessary to perfect and protect the interests of the Issuer and
its assignees in each Subsequent Loan and the proceeds thereof. Seller shall
file any such continuation statements on a timely basis. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Issuer on each
Subsequent Transfer Date shall acknowledge its acceptance of all right, title
and interest to the related Subsequent Loans and other property, existing on the
Subsequent Transfer Date and thereafter created, conveyed to it pursuant to this
Section&#160;4. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Issuer shall be
entitled to all scheduled principal payments due on and after each related
Subsequent Cut-off Date, all other payments of principal due and collected on
and after each related Subsequent Cut-off Date, and all payments of interest on
any related Subsequent Loans, minus that portion of any such interest payment
that is allocable to the period prior to the related Subsequent Cut-off Date. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller may transfer to
the Issuer Subsequent Loans and the other property and rights related thereto
described in Section&#160;4(a) above during the Pre-Funding Period, and the
Issuer shall cause to be released funds from the Pre-Funding Account in
accordance with Section&#160;3 hereof, only upon the satisfaction of each of the
following conditions on or prior to the related Subsequent Transfer Date: </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller shall have
provided the Indenture Trustee and the Rating Agencies with a timely Addition
Notice substantially in the form of Exhibit E hereto, which notice shall be
given no later than seven Business Days prior to the related Subsequent Transfer
Date, and shall designate the Subsequent Loans to be sold to the Issuer and the
aggregate Principal Balance of such Subsequent Loans as of the related
Subsequent Cut-off Date; </FONT></P>

<BR><BR>
<p align=center>9</p>
<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller shall have
delivered to the Indenture Trustee a duly executed Subsequent Transfer Agreement
substantially in the form of Exhibit D, (A) confirming the satisfaction of each
condition precedent and representations specified in this Section&#160;4(d) and
in Section&#160;4(e) and in the related Subsequent Transfer Agreement and (B)
including a Loan Schedule listing the Subsequent Loans; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as of each Subsequent
Transfer Date, as represented by the Seller in the Subsequent Transfer Agreement
in the form of Exhibit D, Seller shall not be insolvent, made insolvent by such
transfer or aware of any pending insolvency; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;such sale and  transfer  shall not  result in a  material  adverse  tax  consequence  to the  Issuer  or, due to any action or
inaction on the part of Seller, to the Securityholders;</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligation of the
Issuer to purchase a Subsequent Loan on any Subsequent Transfer Date is subject
to the following conditions: (i) each such Subsequent Loan must satisfy the
representations and warranties specified in the related Subsequent Transfer
Agreement and this Loan Purchase Agreement; (ii) Seller has not selected such
Subsequent Loans in a manner that it reasonably believes is adverse to the
interests of the Securityholders; (iii) as of the related Subsequent Cut-off
Date each Subsequent Loan will satisfy the following criteria: (A)&#160;such
Subsequent Loan may not be 30 or more days contractually delinquent as of the
related Subsequent Cut-off Date; (B)&#160;the remaining term to stated maturity
of such Subsequent Loan will not exceed 360 months or fifteen years if it is a
balloon loan; (C) such Subsequent Loan must have an outstanding Principal
Balance of at least $1,000 and not more than $175,000 as of the related
Subsequent Cut-off Date; (D) such Subsequent Loan will be underwritten
substantially in accordance with the criteria set forth under &#147;The Mortgage
Pool&#151;Underwriting Standards; Representations&#148; in the Prospectus
Supplement; (E) such Subsequent Loan must have a Combined Loan-to-Value Ratio at
origination of no more than 125.00%; (F)&#160; each Subsequent Loan shall not
mature later than the Final Maturity Date; (G) such Subsequent Loan shall not
provide for negative amortization; (H) each Subsequent Loan must be secured by a
second lien; (I), and (H)&#160;following the purchase of such Subsequent Loans
by the Issuer, (i) the Loans included in the Trust Estate must have (a) a
weighted average Note Rate of 13.18%, (b) a weighted average term to stated
maturity of less than 225 months, and (c) a weighted average Combined
Loan-to-Value Ratio of 116.38%; (ii) no more than 1.67% of the Loans, by
aggregate Principal Balance as of the Cut-off Date will be balloon loans; (iv)
no more than 22.83% of the Loans by aggregate Principal Balance as of the
Cut-off Date will be concentrated in one state; and (iii) as of each related
Subsequent Cut-off Date, the Loan shall not vary materially from the Initial
Loans included initially in the Trust Estate. Subsequent Loans with
characteristics materially varying from those set forth above may be purchased
by the Issuer and included in the Trust Estate; provided, that the addition of
such Subsequent Loans will not materially affect the aggregate characteristics
of the Loans in the Trust Estate. Seller shall not transfer Subsequent Loans
with the intent to mitigate losses on Loans previously transferred. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Within five Business
Days after each Subsequent Transfer Date, Seller shall deliver to the Rating
Agencies and the Indenture Trustee a copy of the Loan Schedule reflecting the
Subsequent Loans in electronic format. </FONT></P>

<BR><BR>
<p align=center>10</p>
<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Definitions</U>.&nbsp;&nbsp;&nbsp;For all purposes of this Loan Purchase Agreement, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions contained in Appendix A to the Indenture, dated
July 24, 2002 (as it may be amended or modified, the &#147;Indenture&#148;),
between the Issuer and the Indenture Trustee, which is incorporated by reference
herein. All other capitalized terms used herein shall have the meanings
specified herein. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>GOVERNING LAW</u>.&nbsp;&nbsp;&nbsp;THIS LOAN PURCHASE  AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Counterparts</u>.&nbsp;&nbsp;&nbsp;This Loan Purchase Agreement may be executed in counterparts,  each of which, when so executed,  shall
be deemed to be an original and together shall constitute one and the same instrument.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Limitation of Liability of Owner Trustee</U>.&nbsp;&nbsp;&nbsp;It is expressly understood and
agreed by the parties hereto that (a) this Loan Purchase Agreement is executed
and delivered by U.S. Bank Trust National Association, not individually or
personally, but solely as Owner Trustee of CSFB ABS Trust 2002-HI23, in the
exercise of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by U.S. Bank Trust National Association, but is made and intended for
the purpose for binding only the Issuer, (c)&#160;nothing herein contained shall
be construed as creating any liability on U.S. Bank Trust National Association,
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties
hereto and (d) under no circumstances shall U.S. Bank Trust National Association
be personally liable for the payment of any indebtedness or expenses of the
Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuer under this Loan Purchase
Agreement or any other related documents. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Successors  and  Assigns</u>.&nbsp;&nbsp;&nbsp;This Loan  Purchase  Agreement  shall inure to the benefit of and be binding  upon Seller,
Purchaser, the Indenture Trustee and the Issuer and their respective successors and assigns.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;10.&nbsp;&nbsp;&nbsp;&nbsp;<U>Intention of the Parties</U>.&nbsp;&nbsp;&nbsp;(a) It is the express intent of the parties
hereto that the conveyance by the Seller to the Purchaser pursuant to this Loan
Purchase Agreement of the Seller&#146;s right, title and interest in and to the
Initial Loans be, and be construed as, an absolute sale and assignment by the
Seller to the Purchaser. Further, it is not intended that the conveyance be
deemed to be the grant of a security interest in the Initial Loans by the Seller
to the Purchaser to secure a debt or other obligation. However, in the event
that the Initial Loans are held to be property of the Seller, or if for any
reason this Loan Purchase Agreement is held or deemed to create a security
interest in the Initial Loans, then it is intended that (i) this Loan Purchase
Agreement shall also be deemed to be a security agreement within the meaning of
Article 9 of the New York Uniform Commercial Code and the Uniform Commercial
Code of any other applicable jurisdiction; (ii) the conveyances provided for in
Section 1 shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller&#146;s right, title and interest, whether
now owned or hereafter acquired, in and to (A) the Initial Loans, including the
Mortgage Notes, the Mortgages, any related insurance policies and all other
documents in the related Loan Files and including any Eligible Substitute Loans;
(B) pool insurance policies, hazard insurance policies and any bankruptcy bond
relating to the foregoing, if applicable; (C)&#160;all </font></p>

<BR><BR>
<p align=center>11</p>
<hr size=2 noshade>

<p align=justify><font size=2>amounts payable after the
Cut-off Date to the holders of the Initial Loans in accordance with the terms
thereof; (D) all income, payments, proceeds and products of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property; (E)&#160;all accounts, chattel paper, deposit accounts,
documents, general intangibles, goods, instruments, investment property,
letter-of-credit rights, letters of credit, money, and oil, gas, and other
minerals, consisting of, arising from, or relating to, any of the foregoing; and
(F) all proceeds of any of the foregoing; (iii) the possession or control by the
Purchaser or any other agent of the Purchaser of any of the foregoing property
shall be deemed to be possession or control by the secured party, or possession
or control by a purchaser, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-104, 9-106, 9-313 or 9-314 thereof); and (iv)&#160;notifications to persons
holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons holding for, the Purchaser, as applicable, for
the purpose of perfecting such security interest under applicable law. </FONT></P>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties hereto,  shall,  to the extent  consistent  with this Loan Purchase  Agreement,  take such reasonable
actions as may be necessary to ensure that, if this Loan Purchase  Agreement  were deemed to create a security  interest in the Initial
Loans, such security interest would be deemed to be a perfected security interest of first priority as applicable.</font></p>

<BR><BR>
<p align=center>12</p>
<hr size=2 noshade>


                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS  WHEREOF,  the parties have caused this Loan  Purchase  Agreement to be executed by their duly  authorized
officers as of the date first above written.</font></p>

<TABLE width=680 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD width=40%>&nbsp;</TD>
<td width=60%>DLJ MORTGAGE CAPITAL, INC.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as Seller<BR><BR><BR>
By: ___________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:<BR><BR></td>
</tr>

<tr>
<TD width=55%>&nbsp;</TD>
<td width=45%>
CREDIT SUISSE FIRST BOSTON<BR>
MORTGAGE ACCEPTANCE CORP.,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as Purchaser<BR><BR><BR>
By: ___________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:<BR><BR>
</td>
</tr>

<tr>
<TD width=55%>&nbsp;</TD>
<td width=45%>
JPMORGAN CHASE BANK,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as Indenture Trustee<BR><BR><BR>
By: _________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:<BR><BR>
</td>
</tr>

<tr>
<TD width=55%>&nbsp;</TD>
<td width=45%>CSFB ABS TRUST 2002-HI23,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as Issuer<BR><BR>
By: U.S. BANK TRUST NATIONAL ASSOCIATION,<BR>not in its individual capacity<BR>but solely as Owner Trustee<BR><BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;By: ______________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:
</td>
</tr>
</table>

<BR><BR>
<HR SIZE=2 NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT A</font></H1>

                                                             <p align=center><font size=2>LOAN SCHEDULE<BR><BR>

                                                       [available upon request]</font></p>

<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<p align=center>A-1</p>
<HR SIZE=2 NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT B</font></H1>

                                                    <p align=center><font size=2>WARRANTIES, REPRESENTATIONS AND<BR>
                                               COVENANTS OF SELLER WITH RESPECT TO LOANS</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Sole Owner</U>. As
of the Closing Date, immediately prior to the sale, transfer and assignment to
Purchaser, Seller or its affiliate is the sole owner of record and holder of the
Loan and the indebtedness evidenced by the Loan, the Loan was not subject to an
assignment or pledge and Seller had good and marketable title to and was the
sole owner thereof and had full right to transfer and sell the Loan to the
Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security interest and has the full right and authority subject to no interest
or participation of, or agreement with, any other party, to sell and assign the
Loan and following the sale of the Loan, the Purchaser will own such Loan free
and clear of any encumbrance, equity, participation interest, lien, pledge,
charge, claim or security interest; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compliance With
Laws</U>. Any and all requirements of any federal, state or local law including,
without limitation, usury, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Loan have been complied with in all material respects; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Waivers</U>. The
terms of the Loan have not been impaired, waived, altered or modified in any
respect, except by written instruments which have been recorded to the extent
any such recordation is required by law, or, necessary to protect the interest
of the Purchaser. No instrument of waiver, alteration or modification has been
executed, and no Mortgagor has been released, in whole or in part, from the
terms thereof except in connection with an assumption agreement, the terms of
which are reflected in the Loan Schedule; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Underwriting  Standards</u>.  The Loan  complies  with all the terms,  conditions  and  requirements  of the related  Originator's
underwriting standards in effect at the time of origination of such Loan;</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Loan Schedule</u>.  The  information set forth in the Loan Schedule is complete,  true and correct in all material  respects as of
the Cut-off Date;</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Valid  Security  Interest</u>.  The  Mortgage is a valid,  subsisting,  enforceable  and  perfected  second lien on the  Mortgaged
Property, including all buildings and improvements on the Mortgaged Property.  The lien of the Mortgage is subject only to:</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the lien of the first mortgage on the Mortgaged Property;</font></p>

<p align=justify><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the lien of current real property taxes and assessments not yet due and payable:</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording acceptable to prudent
mortgage lending institutions generally and specifically referred to in the lender&#146;s title insurance policy delivered to the originator of the Loan and
(a)&#160;specifically referred to or otherwise considered in the appraisal made
for the originator of the Loan and (b)&#160;which do not adversely affect the
Appraised Value of the Mortgaged Property set forth in such appraisal; and </FONT></P>

<BR><BR>
<p align=center>B-1</p>
<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided
by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property;</FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Any security agreement,
chattel mortgage or equivalent document related to and delivered in connection
with the Loan establishes and creates a valid, subsisting, enforceable and
perfected second lien and second priority security interest on the property
described therein and Seller has full right to sell and assign the same to
Purchaser; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Mechanics&#146;
Liens</U>. There are no mechanics&#146; or similar liens or claims which have
been filed for work, labor or material (and no rights are outstanding that under
law could give rise to such liens) affecting the related Collateral which are or
may be liens prior to or equal to the lien of the related Loan; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Unpaid Taxes</U>.
All taxes, governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which previously became
due and owing have been paid, or escrow funds have been established in an amount
sufficient to pay for every such escrowed item which remains unpaid and which
has been assessed but is not yet due and payable; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Defenses</U>. The
Loan is not subject to any right of rescission, set-off, counterclaim or
defense, including, without limitation, the defense of usury, nor will the
operation of any of the terms of the Loan, or the exercise of any right
thereunder, render the Loan unenforceable, in whole or in part, or subject to
any right of rescission, set-off, counterclaim or defense, including the defense
of usury, and no such right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>No Damage</u>.  The Mortgaged  Property is not subject to any material  damage by waste,  fire,  earthquake,  windstorm,  flood or
other  casualty.  At  origination  of the Loan  there was,  and there  currently  is, no  proceeding  pending  for the total or partial
condemnation of the Mortgaged Property;</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Improvements</U>.
All improvements subject to any Mortgage which were considered in determining
the appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of the Mortgaged Property (and wholly within the
project with respect to a condominium unit) and no improvements on adjoining
properties encroach upon the related Mortgaged Property except those which are
insured against by a title insurance policy and all improvements on the property
comply with all applicable zoning and subdivision laws and ordinances; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Recordation</U>.
Seller has delivered or caused to be delivered to the Purchaser or the Custodian
on behalf of the Purchaser the original Mortgage bearing evidence that such
instruments have been recorded in the appropriate jurisdiction where the
Mortgaged Property is located as determined by Seller (or, in lieu of the
original of the Mortgage or the assignment thereof, a duplicate or conformed
copy of the Mortgage or the instrument of assignment, if any, together with a
certificate of receipt from </font></p>

<BR><BR>
<p align=center>B-2</p>
<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Seller or the settlement agent who handled the
closing of the Loan, certifying that such copy or copies represent true and
correct copy(ies) of the originals) and that such original(s) have been or are
currently submitted to be recorded in the appropriate governmental recording
office of the jurisdiction where the Mortgaged Property is located) or a
certification or receipt of the recording authority evidencing the same; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Delinquencies</U>.
As of the Cut-off Date, (a) no more than 1.50% of the Loans are more than 30
days delinquent; (b) no more than 0.50% of the Loans are more than 60 days
delinquent; and (c) none of the Loans are 90 days or more delinquent; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Original</U>. The
Loan is original and genuine and is the legal, valid and binding obligation of
the maker thereof, enforceable in all respects in accordance with its terms
subject to bankruptcy, insolvency, moratorium, reorganization and other laws of
general application affecting the rights of creditors and by general equitable
principles; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Closed End</U>. The
Loan has been closed and the proceeds of the Loan have been fully disbursed and
there is no requirement for future advances thereunder, and any and all
requirements as to completion of any on-site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making or closing the Loan and the recording of
the Mortgage were paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage; and </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>REMIC
Ineligible</U>. As of the Cut-off Date, not less than 75% of the Loans, by
Cut-off Date Loan Balance, are REMIC Ineligible Loans and as of any Subsequent
Cut-off Date, the percentage of Loans that are REMIC Ineligible Loans calculated
by Cut-off Date Loan Balance in the case of Initial Loans and Subsequent Cut-off
Date Loan Balance in the case of Subsequent Loans, is not less than 65%. </FONT></P>

<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<p align=center>B-3</p>
<hr size=2 noshade>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT C</font></H1>

                                                      <p align=center><font size=2>CONTENTS OF EACH LOAN FILE</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With respect to each Loan,  the Loan File shall  include  each of the  following  items,  which shall be delivered to
Purchaser or its designee pursuant to the Loan Purchase Agreement to which this Exhibit is attached:</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;1. The
original Mortgage Note endorsed &#147;Pay to the order of ______________,
without recourse&#148; and signed in the name of the originator of the related
loan (the &#147;Originator&#148;) by an authorized officer. To the extent that
there is no room on the face of the Mortgage Notes for endorsements, the
endorsement may be contained on an allonge, if state law so allows. If the Loan
was acquired by the Originator in a merger, the endorsement must be by
&#147;[Originator], successor by merger to [name of predecessor].&#148; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;2. Originals
of any intervening assignments of the Mortgage from the originator to the Seller
(or to MERS, if the Loan is registered on the MERS&#174; System, and which notes
the presence of a MIN), with evidence of recording thereon, or, if the original
of any such intervening assignment has not yet been returned from the public
recording office, a copy of such original intervening assignment certified by
Seller that such original intervening assignment has been sent for recording;. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;3. The
original Mortgage, noting the presence of the MIN of the Loan, if the Mortgage
is registered on the MERS&#174; System, and language indicating that the Loan is
a MOM Loan if the Loan is a MOM Loan, with evidence of recording thereon, or, if
the original Mortgage has not yet been returned from the public recording
office, a copy of the original Mortgage certified by the Seller that such
Mortgage has been sent for recording, or a county certified copy of such
Mortgage in the event the recording office keeps the original or if the original
is lost; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;4. Unless the
Loan is registered on the MERS&#174; System, the original Mortgage, with
evidence of recording thereon. If in connection with any such Loan, Seller
cannot deliver or cause to be delivered the original Mortgage with evidence of
recording thereon tin or prior to the Closing Date because of a delay caused by
the public recording office where such Mortgage has been delivered for
recordation or because such Mortgage has been lost or because such public
recording office retains the original recorded Mortgage, Seller shall deliver or
cause to be delivered to Purchaser or its designee, a photocopy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an officer&#146;s certificate of the Originator stating that
such Mortgage has been dispatched to the appropriate public recording office for
recordation and that the original recorded Mortgage or a copy of such Mortgage
certified by such public recording office to be a true and complete copy of the
original recorded Mortgage will be promptly delivered to Purchaser upon receipt
thereof by the Originator; or (ii) in the case of a Mortgage where a public
recording office retains the original recorded Mortgage or in the case where a
Mortgage is lost after recordation in a public recording office, a copy of such
Mortgage certified by such public recording office to be a true and complete
copy of the original recorded Mortgage; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 5.        The  originals of all  assumption,  modification,  consolidation  or extension  agreements,  if any, with evidence of
recording thereon;</font></p>

<BR><BR>
<p align=center>C-1</p>
<hr size=2 noshade>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;6. The
original Assignment of Mortgage for each Loan, in form and substance acceptable
for recording. The Assignment of Mortgage must be duly recorded only if
recordation is either necessary under applicable law or commonly required by
private institutional mortgage investors in the area where the Mortgaged
Property is located or on direction of Purchaser. If the Assignment of Mortgage
is to be recorded, the Mortgage shall be assigned to Purchaser. If the
Assignment of Mortgage is not to be recorded, the Assignment of Mortgage shall
be delivered in blank. If the Loan was acquired by the Originator in a merger,
the Assignment of Mortgage must be made by &#147;[Originator], successor by
merges, to [name of predecessor].&#148; If the Loan was acquired or originated
by the Originator while doing business under another name, the Assignment of
Mortgage must be by &#147;[Originator], formerly known as [previous name]&quot;; </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&#160;7. The
originals of all intervening assignments of the Mortgage with evidence of
recording thereon, or if any such intervening assignment has not been returned
from the applicable recording office or has been lost or if such public
recording office retains the original recorded assignments of mortgage, Seller
shall deliver or cause to be delivered to Purchaser, a photocopy of such
intervening assignment, together with (i) in the case of a delay caused by the
public recording office, an officer&#146;s certificate of the Originator stating
that such intervening assignment of mortgage has been dispatched to the
appropriate public recording office for recordation and that such original
recorded intervening assignment of mortgage or a copy of such intervening
assignment of mortgage certified by the appropriate public recording office to
be a true and complete copy of the original recorded intervening assignment of
mortgage will be promptly delivered to Purchaser upon receipt thereof by the
Originator; or (ii) in the case of an intervening assignment where a public
recording office retains the original recorded intervening assignment or in the
case where an intervening assignment is lost after recordation in a public
recording office, a copy of such intervening assignment certified by such public
recording office to be a true and complete copy of the original recorded
intervening assignment; and </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 8.        The originals of any powers of attorney, if applicable.
</font></p>

<BR><BR><BR><BR><BR><BR>
<p align=center>C-2</p>
<hr size=2 noshade>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT D</font></H1>

                                                 <p align=center><font size=2>FORM OF SUBSEQUENT TRANSFER AGREEMENT</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to this Subsequent  Transfer Agreement No. [____] (this "Agreement"),  dated as of [________],  2002, by and
between DLJ Mortgage  Capital,  Inc., a Delaware  corporation  ("Seller") and CSFB ABS Trust 2002-HI23,  as issuer (the "Issuer"),  and
pursuant to the loan purchase agreement dated as of July 24, 2002 (the "Loan Purchase  Agreement"),  by and among Seller, Credit Suisse
First Boston  Mortgage  Acceptance  Corp., a Delaware  corporation,  as assignee  ("Purchaser"),  JPMorgan  Chase Bank (the  "Indenture
Trustee")  and the  Issuer,  Seller and the Issuer  agree to the sale by Seller and the  purchase by the Issuer of the  mortgage  loans
listed on the attached Schedule of Subsequent Loans (the "Subsequent Loans").</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capitalized  terms used and not  defined  herein  have their  respective  meanings  as set forth in Appendix A to the
Indenture,  dated as of July 24,  2002, between the Issuer and the Indenture Trustee (as amended or modified,  the "Indenture"),  which
meanings are incorporated by reference herein.  All other capitalized terms used herein shall have the meanings specified herein.</font></p>

         <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sale of Subsequent Loans.
</font></p>
                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller does hereby sell, transfer,  assign, set over and convey to the Issuer,  without recourse, all of its
right,  title and interest in and to the  Subsequent  Loans,  all principal  received and interest  thereon on and after the Subsequent
Cut-off  Date,  all monies due or to become due thereon;  provided,  however,  that Seller  reserves  and retains all right,  title and
interest in and to principal  received and interest  accruing on the  Subsequent  Loans prior to the Subsequent  Cut-off Date.  Seller,
contemporaneously  with the delivery of this Agreement,  has delivered or caused to be delivered to the Indenture Trustee each item set
forth on Exhibit C of the Loan Purchase Agreement.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The transfer to the Issuer by Seller of the Subsequent  Loans identified on the Schedule of Subsequent Loans shall be
absolute and is intended by the parties  hereto to  constitute a sale by Seller to the Issuer on the  Subsequent  Transfer  Date of all
Seller's right,  title and interest in and to the Subsequent  Loans,  and other property as and to the extent  described above, and the
Issuer hereby  acknowledges  such transfer.  In the event the  transactions  set forth herein shall be deemed not to be a sale,  Seller
hereby grants to the Issuer as of the Subsequent  Transfer Date a security  interest in all of Seller's  right,  title and interest in,
to and under all  accounts,  chattel  papers,  general  intangibles,  contract  rights,  certificates  of  deposit,  deposit  accounts,
instruments,  documents,  letters of credit,  money,  payment  intangibles,  advices of credit,  investment  property,  goods and other
property  consisting of,  arising under or related to the  Subsequent  Loans,  and such other  property,  to secure all of the Issuer's
obligations  hereunder,  and this Agreement shall constitute a security  agreement under applicable law. Seller agrees to take or cause
to be taken such actions and to execute such  documents,  including  without  limitation  the filing of all necessary  UCC-1  financing
statements  filed in the State of Delaware (which shall be submitted for filing as of the Subsequent  Transfer Date),  any continuation
statements with respect thereto and any amendments  thereto  required to reflect a change in the name or corporate  structure of Seller
or the filing of any additional  UCC-1 financing  statements due to the change in the principal office or </font></p>

<BR><BR>
<p align=center>D-1</p>
<hr size=2 noshade>

<p align=justify><font size=2>jurisdiction of incorporation
of Seller, as are necessary to perfect and protect the Issuer's interests in each Subsequent Loan and the proceeds thereof.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The expenses  and costs  relating to the  delivery of the  Subsequent  Loans,  this  Agreement  and the Loan
Purchase Agreement shall be borne by Seller.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional terms of the sale are set forth on Attachment A hereto.</font></p>

         <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Representations and Warranties; Conditions Precedent.</font></p>
                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller hereby  warrants and represents to, and covenants with,  Issuer,  as to each Subsequent Loan assigned
hereby,  each of the  representations,  warranties  and  covenants  set  forth  on  Exhibit B  to the  Loan  Purchase  Agreement.  Each
representation  and  warranty is made only as of the related  Subsequent  Cut-off  Date and not as of the  Closing  Date or  Subsequent
Transfer  Date,  except where  otherwise  indicated in Exhibit B. For purposes of this  Agreement,  all  references in Exhibit B to the
Closing Date shall refer to the Subsequent  Transfer Date and all references  therein to the Cut-off Date shall refer to the Subsequent
Cut-off Date.</font></p>

                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller hereby further  warrants and represents to, and covenants  with Issuer,  as to each  Subsequent  Loan
assigned  hereby,  that (i) such sale and transfer shall not result in a material  adverse tax consequence to the Issuer or, due to any
action or  inaction  on the part of Seller,  to the  Securityholders  and (ii) the  conditions  set forth in  Section  4(e) of the Loan
Purchase Agreement have been satisfied.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  (c)      All terms and  conditions  of the Loan  Purchase  Agreement  relating  to the  Subsequent  Loans are  hereby
ratified and confirmed;  provided,  however,  that in the event of any conflict the provisions of this Agreement shall control over the
conflicting provisions of the Loan Purchase Agreement.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;GOVERNING LAW. THIS INSTRUMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. </FONT></P>

         <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Counterparts.  This Instrument may be executed in counterparts,  each of which,  when so executed,  shall be
deemed to be an original and together shall constitute one and the same instrument.</font></p>

         <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Successors  and  Assigns.  This  Agreement  shall inure to the benefit of and be binding upon Seller and the
Issuer and their respective successors and assigns.</font></p>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Limitation of Liability of Owner Trustee. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by U.S. Bank Trust National Association, not individually or personally, but
solely as Owner trustee of CSFB ABS Trust 2002-HI23, in the exercise of the
powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by U.S. Bank Trust National Association, but is made and intended for
the </font></p>

<BR><BR>
<p align=center>D-2</p>
<hr size=2 noshade>

<p align=justify><font size=2>purpose for binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on U.S. Bank Trust National Association,
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties
hereto and (d) under no circumstances shall U.S. Bank Trust National Association
be personally liable for the payment of any indebtedness or expenses of the
Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuer under this Agreement or
any other related document. </FONT></P>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<p align=center>D-3</p>
<hr size=2 noshade>



                  <P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS  WHEREOF,  the  parties  have  caused  this  Subsequent  Transfer  Agreement  to be executed by their duly
authorized officers as of the date first above written.</font></p>

<TABLE width=680 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD width=55%>&nbsp;</TD>
<td width=45%>DLJ MORTGAGE CAPITAL, INC.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as Seller<BR><BR><BR>
By: ___________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:<BR><BR><BR><BR>
</td>
</tr>

<tr>
<TD width=55%>&nbsp;</TD>
<td width=45%>CSFB ABS TRUST 2002-HI23,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as Issuer<BR><BR>
By: U.S. BANK TRUST NATIONAL ASSOCIATION,<BR>not in its individual capacity<BR>but solely as Owner Trustee<BR><BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;By: ______________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:
</td>
</tr>
</table>

<p align=center>D-4</p>
<hr size=2 noshade>

<p align=center><font size=2>ATTACHMENT A<BR>
                                               TO FORM OF SUBSEQUENT TRANSFER AGREEMENT<BR>
                                                       ADDITIONAL TERMS OF SALE
                                                         [____________], 2002</font></p>

A.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;Subsequent Cut-off Date: [________], 2002<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;Pricing Date: [________], 2002<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;Subsequent Transfer Date: [________], 2002<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;Aggregate Principal Balance of the Subsequent Loans as of the Subsequent Cut-off Date:  $[__________]<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;Repurchase Price: 100.00%<BR>


B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As to all Subsequent Loans:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;Longest stated term to maturity:  [___]months<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;Minimum Loan Rate:  [_____]%<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;Maximum Loan Rate:  [_____]%<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;WAC of all Subsequent Loans:  [_____]%<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;WAM of all Subsequent Loans:  [_____]%<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;Largest Principal Balance: $[__________]<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;Non-owner occupied Mortgaged Properties:  [_____]%<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;California zip code concentrations:  [_____]% and  [_____]%<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;Condominiums:  [_____]%<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;Single-family:  [_____]%<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;Weighted average term since origination:  [_____]%<BR>

<BR><BR><BR><BR><BR><BR><BR><BR>
<p align=center>D-5</p>
<hr size=2 noshade>

<p align=center><font size=2>ATTACHMENT B<BR>
                                               TO FORM OF SUBSEQUENT TRANSFER AGREEMENT<BR>
                                                     SCHEDULE OF SUBSEQUENT LOANS<BR>
                                                         [____________], 2002<BR><BR>

                                                            [see attached]</font></p>


<BR><BR><BR><BR><BR><BR><BR><BR>
<BR><BR><BR><BR><BR><BR><BR><BR>
<p align=center>D-6</p>
<hr size=2 noshade>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT E</FONT></H1>

                                                        <p align=center><font size=2>FORM OF ADDITION NOTICE<BR><BR>

                                                       DATE: [________], [____]</font></p>

&nbsp;&nbsp;<font size=2>JPMorgan Chase Bank<BR>
&nbsp;&nbsp;Institutional Trust Services/Structured<BR>
&nbsp;&nbsp;Finance Services<BR>
&nbsp;&nbsp;450 West 33rd Street, 14th Floor<BR>
&nbsp;&nbsp;New York, New York 100001-2697<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Re:  CSFB ABS TRUST 2002-HI23<BR><BR>

Ladies and Gentlemen:</font>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to Section&#160;4
of the Loan Purchase Agreement, dated as of July&#160;24, 2002 (the
&#147;Purchase Agreement&#148;), by and among DLJ Mortgage Capital, Inc., a
Delaware corporation (&#147;Seller&#148;), Credit Suisse First Boston Mortgage
Acceptance Corp., a Delaware corporation (&#147;Purchaser&#148;), JPMorgan Chase
Bank (the &#147;Indenture Trustee&#148;) and the CSFB ABS Trust 2002-HI23 (the
&#147;Issuer&#148;), Seller has designated the Subsequent Loans identified on
the Schedule of Subsequent Loans attached hereto to be sold to the Issuer on
[________], 2002, with an aggregate Principal Balance of $[__________].
Capitalized terms not otherwise defined herein have the meaning set forth in
Appendix A to the Indenture, dated as of July&#160;24, 2002, as amended or
modified, by and between the Issuer and the Indenture Trustee. </FONT></P>

<P align=justify><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Please acknowledge your
receipt of this notice by countersigning the enclosed copy in the space
indicated below and returning it to the attention of the undersigned. </FONT></P>

<font size=2>Very truly yours,<BR><BR>

DLJ MORTGAGE CAPITAL, INC.,<BR>
&nbsp;&nbsp;as Seller<BR><BR><BR>



By: _________________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:<BR><BR><BR>



cc:&nbsp;&nbsp;&nbsp;U.S. Bank Trust National Association<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Standard &amp; Poor's<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Moody's Investors Service</font>

<BR><BR><BR>
<p align=center>E-1</p>
<hr size=2 noshade>


<font size=2>ACKNOWLEDGED BY:<BR><BR>

JPMORGAN CHASE BANK,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as Indenture Trustee<BR><BR><BR>



By:&nbsp;&nbsp;___________________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:</font><BR>


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