Deed of Trust, Pledge, Hypothecation, Assignment, Deposit Arrangement,

EXHIBIT 10.18


APPENDIX A


DEFINITIONS


A. Defined Terms. As used in the Transaction Documents, unless otherwise
------------- defined therein:


"Additional Amounts" means all amounts payable to the Holders pursuant
to Sections 3.1 and 6.5 of the Certificate Purchase Agreement; provided
that "Additional Amounts" shall not include principal or interest on the
Series 1997-1 Certificates.


"Adverse Claim" means any claim of ownership interest or any mortgage,
deed of trust, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other) or other security interest (other
than, with respect to any Purchased Asset, (i) any mortgage, deed of trust,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other) or other security agreement in favor of any Person who
prior to the date of the Purchase of such Purchased Asset has subordinated
its interest in such Purchased Asset to the interest of Transferor therein
pursuant to a written subordination agreement in form and substance
satisfactory to the Required Person or (ii) in the event such Purchased
Asset is a Receivable owing from a Governmental Authority, the right of
such Governmental Authority to offset against such Receivable, but only
prior to the time such Governmental Authority actually offsets against such
Receivable or notifies Seller or Servicer of its intent to do so).


"Affiliate" means, with respect to a Person, any other Person directly
or indirectly controlling, controlled by or under common control with such
Person. As used in this definition of "Affiliate", the term "control"
means the power, directly or indirectly, to direct or cause the direction
of the management and policies of a Person, whether through the ownership
of such Person's voting securities, by contract or otherwise, and the terms
"affiliated," "controlling" and "controlled" have the meanings correlative
to the term "control."


"Allocable Funds" means the funds which are deposited into the Master
Collection Account.


"Amortization Commencement Date" means the expiration of the Revolving
Period.


"Amortization Period" means the period (i) beginning on the earlier of
(1) June 27, 1999, (2) the date the Trust has cumulatively acquired
$56,820,000 in Eligible Receivables, or (3) the date Class A
Certificateholders have in aggregate funded a cumulative Invested Amount of
$50,000,000.


"Applicant" is defined in Section 6.7 of the Pooling Agreement.


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"Authorized Newspaper" means a newspaper of general circulation in the
Borough of Manhattan, The City of New York, printed in the English language
and customarily published on each Business Day, whether or not published on
Saturdays, Sundays and holidays.


"Authorized Officer" means, with respect to Transferor, Servicer or
Seller, the Chief Executive Officer, the President, the Treasurer, the
Chief Financial Officer, any Vice President and any Assistant Treasurer,
and with respect to the Trustee, any Responsible Officer.


"Available Final Distribution Amount" means with respect to any
Series, the amount that would be available in the Master Collection Account
on the Final Scheduled Payment Date for the Series for distribution to the
Certificateholders of such Series.


"Bankruptcy Code" means the United States Bankruptcy Code of 1978 (11
U.S.C. (S)(S)101 et seq.).


"Bankruptcy Event" means, for any Person, any of the following events:


(a) a case or other proceeding shall be commenced, without the
application or consent of such Person, in any court, seeking the
liquidation, reorganization, debt arrangement, dissolution, winding up or
composition or readjustment of debts of such Person, the appointment of a
trustee, receiver, custodian, liquidator, assignee, sequestrator or the
like for such Person or any substantial part of its assets, or any similar
action with respect to such Person under any law relating to bankruptcy,
insolvency, reorganization, winding up or composition or adjustment of
debts, and such case or proceeding shall continue undismissed, or unstayed
and in effect, for a period of 60 days, or


(b) such Person shall commence a voluntary case or other proceeding
under any applicable bankruptcy, insolvency, reorganization, debt
arrangement, dissolution or other similar law now or hereafter in effect,
or shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator or the like, for
such Person or any substantial part of its property, or shall make any
general assignment for the benefit of creditors, or shall fail to, or admit
in writing its inability to, pay its debts generally as they become due.


"Bankruptcy Opinion" means (i) with respect to any Series, the Opinion
of Counsel regarding true sale and substantive consolidation issues
rendered in connection with the original issuance of such Series, and (ii)
with respect to any other action, an Opinion of Counsel substantially in
the form of the opinion referred to in clause (i) above.


"Base Amount" is defined in Section 2.1 of the Certificate Purchase
Agreement.


"Business Day" means any day other than a Saturday, Sunday or public
holiday under the laws of the State of New York or State of Maryland or
other day on which banking institutions are authorized or obligated to
close in the Borough of Manhattan in the City of New York in the State of
New York or in the City of Chevy Chase in the State of Maryland.


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"Buyer" is defined in the preamble to the Purchase Agreement.


"Calculation Period" means a calendar month.


"Carrying Cost Account" is defined in Section 4.2 of the Pooling
Agreement.


"Carrying Costs" means, for any period, (a) the aggregate Servicing
Fee for the period in the applicable amount provided for in Section 3.4 of
the Pooling Agreement including reasonable and customary Servicing
Advances, (b) interest or yield payable with respect to the Class A
Certificates for that period, (c) the operating expenses described in
Section 4.2(ii) of the Pooling Agreement for the period and (d) other fees,
costs and expenses incurred by Transferor and Trustee for the period and
paid to Persons other than Related Persons in connection with their duties
under the Transaction Documents (in the case of Trustee, to the extent not
included in the Servicing Fee).


"Certificate" means any Investor Certificate or the Transferor
Certificate.


"Certificate Purchase Agreement" means the Certificate Purchase
Agreement (Series 1997-1, Class A) dated as of the Closing Date between
Transferor and CS First Boston Mortgage Capital, LLC, as Purchaser.


"Certificate Register" means the register maintained pursuant to
Section 6.3 of the Pooling Agreement.


"Certificateholder" means the Person in whose name a Certificate is
registered in the Certificate Register.


"Class" or "Class of Certificates" means the Class A Certificates or
the Transferor Certificate, as the context requires.


"Class A Certificate" is defined in Section 6.1 of the Pooling
Agreement. Each Class A Certificate shall be substantially in the form of
Exhibit B to the Pooling Agreement.


"Class A Certificate Spread" means with respect to the Class A
Certificates, 3.75% per annum; provided that at any time that an Unmatured
Early Amortization Event or an Early Amortization Event has occurred and is
continuing, "Class A Certificate Spread" means with respect to the Class A
Certificates, 5.75% per annum.


"Class A Invested Amount" means, at any time, the sum of the purchase
prices paid for Class A Purchases made at or prior to that time, reduced
(but not below zero) by the aggregate amount of all distributions that have
been made to the Holders of the Class A Certificates on account of
principal.


"Class A Purchases" means purchases made in respect of Class A
Certificates pursuant to the Class A Certificate Purchase Agreement.


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"Class A Stated Amount" means as to any Class A Certificate, the
initial maximum principal amount that may be required to be funded by the
Holder of such Certificate on a cumulative basis. The aggregate Class A
Stated Amounts of all Class A Certificates is $50,000,000.


"Class Percentage" means, with respect to each Holder, the percentage
equivalent (carried out to twelve decimal places) of a fraction, the
numerator of which is the Stated Amount of such Holder's Certificates of a
particular class and the denominator of which is the sum of the Stated
Amounts of all of the Certificates of such Class.


"Closing Date" means June 27, 1997.


"Collected Funds" as of any Business Day shall mean all available
funds on deposit in the Master Collection Account (other than funds that
are required to be returned to Related Persons or their designees) not
previously allocated to another Transaction Account.


"Collections" means all funds that are received by Seller, Transferor,
Servicer or Trustee from or on behalf of any Obligor in payment of any
amounts owed in respect of any Purchased Asset, or otherwise applied to
repay or discharge any Purchased Asset, or otherwise constituting proceeds
of Purchased Assets.


"Corporate Trust Office" means the principal office of Trustee in
Minneapolis, Minnesota at which at any particular time its corporate trust
business shall be principally administered.


"Credit and Collections Policy" means Seller's Statement of Policy and
Procedures and Underwriting Guidelines as attached as Exhibit G to the
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Pooling Agreement, as such Exhibit may be amended from time to time with
the written approval of the Required Persons.


"CSFB" means Credit Suisse First Boston Mortgage Capital, LLC, a
Delaware limited liability company, and its permitted successors and
assigns.


"Current Carrying Costs" means, on any Business Day during any
Distribution Period, and with respect to each Class of Certificates, the
sum of (i) the amount of accrued and unpaid interest on the Certificates
through such Business Day, (ii) the amount of additional interest that will
be accrued and unpaid on the Certificates through the last day of such
Distribution Period at the interest rates applicable to the Invested Amount
as of such Business Day, (iii) the Servicing Fee payable to the Servicer,
and (iv) the amount of the Trustee Fee that will be payable on the next
Distribution Date.


"Cut-Off Date" means the last day of any Calculation Period.


"Delinquency Test" means Delinquent Receivables owned by the Trust
account for less than five percent (5%) of the total Receivables held in
the Trust.


"Delinquent Receivable" means any Receivable


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(i) payment for which is more than 59 days overdue (exclusive of
any grace periods and applying any payments made by or on behalf of an
Obligor to the most recent payments due),


(ii) for which the Seller or Servicer determines in good faith
that the Obligor will not continue remitting payments, or


(iii) that is otherwise in material default.


"Disposition" is defined in Section 9.3 of the Pooling Agreement.


"Distribution Date" means the twentieth (20th) day of each calendar
month (or, if not a Business day, the next Business Day).


"Distribution Period" means the period from and including one
Distribution Date, to, but not including, the next Distribution Date,
commencing with the Closing Date.


"Dollars" means dollars in lawful money of the United States of
America.


"Domestic Person" means any Person that has a place of business
located in the United States of America or Puerto Rico or otherwise is
subject to the jurisdiction of one or more civil courts of the United
States of America (other than solely by reason of contractual submission to
such jurisdiction).


"Early Amortization Calculation Date" means the day before an Early
Amortization Period begins.


"Early Amortization Event" mean, any event identified as an Early
Amortization Event in Section 9.1 of the Pooling Agreement.


"Early Amortization Period" means the period beginning on the date (if
any) specified in Section 9.2 of the Pooling Agreement and ending on the
day on which the Invested Amount has been reduced to zero.


"Eligible ABL Receivable" means any receivable arising under an
Obligor Loan Agreement which at the time of determination:


(a) satisfies the General Eligible Receivable Test;


(b) the Related Security for which is a first priority perfected
security interest and fully secures the Receivable;


(c) that satisfies all applicable requirements of the Credit and
Collections Policy;


(d) the original principal balance of which does not exceed 500% of
underwritten cash flow; and


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(e) for which all Related Security Documents have been delivered to
the Trustee or its agent endorsed to the Trustee or in blank.


"Eligible Deposit Account" means (a) a segregated trust account
maintained at a bank with a long-term senior unsecured debt rating of at
least "A" or its equivalent from any Rating Agency or (b) a deposit account
maintained with a bank that has an unsecured long-term senior unsecured
debt rating of at least "A" or its equivalent, or a short-term rating of at
least "A-1" or its equivalent, from any Rating Agency.


"Eligible Investments" means any of the following (other than any such
investments issued by the Seller or any Affiliate thereof):


(a) negotiable instruments or securities represented by instruments in
registered or book-entry form which evidence:


(i) obligations which have the benefit of the full faith and
credit of the United States of America, including depository
receipts issued by a bank as custodian with respect to any
such instrument or security held by the custodian for the
benefit of the holder of such depository receipt,


(ii) demand deposits or time deposits in, or bankers' acceptances
issued by, any depositary institution or trust company
incorporated under the laws of the United States of America or
any state thereof and subject to supervision and examination
by Federal or state banking or depositary institution
authorities, provided that at the time of such investment or
contractual commitment to investment therein, the certificates
of deposit or short-term deposits, if any, or long-term
unsecured debt obligations (other than any such obligation
whose rating is based on collateral or on the credit of a
Person other than such institution or trust company), of such
depositary institution or trust company are rated A-1+, or its
equivalent, by any Rating Agency and, in the case of the
certificates of deposit or short-term deposits, or are rated
AAA by Rating Agency, in the case of long-term unsecured debt
obligations.


(iii) certificates of deposit which, at the time of such investment
or contractual commitment to invest therein, are rated A-1+,
or its equivalent, by any Rating Agency.


(iv) freely redeemable shares in open-end money market mutual funds
(including such mutual funds that are offered by the Person
who is acting as the Trustee or by any agent of such Person)
which (1) maintain a constant net-asset value, (2) at the time
of such investment have been rated not less than "AAAm", or
its equivalent, by any Rating Agency, (3) have offering
materials


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which explicitly state that such fund will not invest in
derivative instruments or enter into derivative contracts and
(4) invest solely in obligations, deposits, bankers'
acceptances, certificates of deposit, repurchase agreements
and commercial paper of the types described in clauses (a)(i)
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through (a)(iii) above and (b) through (e) below, without
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regard to the limitation set forth in such clauses as to the
maturity of such obligations, deposits, bankers' acceptances,
certificates of deposit, repurchase agreements or commercial
paper;


(b) demand deposits in the name of Trustee in any depositary
institution or trust company referred to in clause (a)(ii) above;
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(c) commercial paper (having original or remaining maturities of no
more than 270 days) which, at the time of Trustee's investment or
contractual commitment to invest therein, is rated A-1+, or its equivalent,
by any Rating Agency;


(d) Eurodollar time deposits that are obligations of institutions
whose time deposits are rated AAA, or its equivalent, by any Rating Agency;


(e) repurchase agreements involving any Eligible Investment described
in any of clauses (a)(i), (a)(iii) or (d) above, so long as the other party
to such repurchase agreement is rated AAA, or its equivalent, by any Rating
Agency; and


(f) the following:


(i) negotiable instruments or securities represented by
instruments in registered or book-entry form which evidence:


(1) demand deposits or time deposits in, or bankers'
acceptances issued by, and depositary institution or
trust company incorporated under the laws of the United
States of America or any state thereof and subject to
supervision and examination by Federal or state banking
or depositary institution authorities, provided that at
the time of the Trustee's investment or contractual
commitment to invest therein, the certificates or deposit
or short-term deposits, if any (other than any such
obligation whose rating is based on collateral or on the
credit of a Person other than such institution or trust
company), of such depositary institution or trust company
are rated A-1, or its equivalent, by any Rating Agency,
in the case of certificates of deposit or short-term
deposits, or are rated A, or its equivalent, by any
Rating Agency, in the case of long-term unsecured debt
obligations.


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(2) certificates of deposit which, at the time of the
Trustee's investment or commitment to invest therein, are
rated A-1, or its equivalent, by any Rating Agency, or


(3) freely redeemable shares in open-end money market mutual
funds (including such mutual funds that are offered by the
Person who is acting as the Trustee or by any agent of
such Person) which (A) maintain a constant net-asset
value, (B) at the time of such investment have been rated
not less than "Am", or its equivalent, by any Rating
Agency, (C) have offering materials which explicitly state
that such fund will not invest in derivative instruments
or enter into derivative contracts and (D) invest solely
in obligations, deposits, bankers' acceptances,
certificates of deposit, repurchase agreements and
commercial paper of the types described in this clause
(f), without regard to the limitation set forth in such
clauses as to the maturity of such obligations, deposits,
bankers' acceptances, certificates of deposit, repurchase
agreements or commercial paper;


(ii) demand deposits in the name of the Trustee in any depositary
institution or trust company referred to in clause (f)(i)(1)
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above; and


(iii) commercial paper (having original or remaining maturities of
no more than 270 days) which, at the time of Trustee's
investment or contractual commitment to invest therein, is
rated A-1, or its equivalent, by any Rating Agency;


provided that (x) funds on deposit in the Overcollateralization
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