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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)

                                       and

                            [COLUMN FINANCIAL, INC.]
                                    (Seller)

                        --------------------------------

                        MORTGAGE LOAN PURCHASE AGREEMENT

                          Dated as of [______], 200[__]

                        --------------------------------

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                                TABLE OF CONTENTS

                                                                            Page

Section 1.  Transactions on or Prior to the Closing Date.....................1
Section 2.  Closing Date Actions.............................................1
Section 3.  Conveyance of Mortgage Loans.....................................2
Section 4.  Depositor's Conditions to Closing................................8
Section 5.  Seller's Conditions to Closing..................................10
Section 6.  Representations and Warranties of Seller........................10
Section 7.  Obligations of Seller...........................................13
Section 8.  Crossed Mortgage Loans..........................................16
Section 9.  Representations and Warranties of Depositor.....................16
Section 10. Survival of Certain Representations, Warranties and Covenants...17
Section 11. Transaction Expenses............................................18
Section 12. Recording Costs and Expenses....................................18
Section 13. Notices.........................................................19
Section 14. Examination of Mortgage Files...................................18
Section 15. Successors......................................................18
Section 16. Governing Law...................................................19
Section 17. Severability....................................................19
Section 18. Further Assurances..............................................19
Section 19. Counterparts....................................................19
Section 20. Treatment as Security Agreement.................................19
Section 21. Recordation of Agreement........................................20

Schedule I        Schedule of Transaction Terms
Schedule II       Mortgage Loan Schedule
Schedule III      Mortgage Loans Constituting Crossed Groups
Schedule IV       Mortgage Loans with Lost Notes
Schedule V        Exceptions to Seller's Representations and Warranties
Exhibit A         Representations and Warranties Regarding the Mortgage Loans
Exhibit B         Form of Lost Note Affidavit

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                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of [____], 200[__], is made by and between [COLUMN FINANCIAL, INC., a Delaware
corporation], ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation ("Depositor").

                                    RECITALS

            I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as Schedule I, which is incorporated herein by this reference, or, if not
defined therein, in the Pooling and Servicing Agreement specified on such
Schedule of Transaction Terms.

            II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the mortgage loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Schedule II (each such mortgage loan, a "Mortgage Loan" and,
collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage
Loans and other assets into a trust fund (the "Trust Fund") created pursuant to
the Pooling and Servicing Agreement and to cause the issuance of the
Certificates.

                                    AGREEMENT

            NOW, THEREFORE, on the terms and conditions set forth below and for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:

            Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each of the Mortgage Loans listed in the Mortgage Loan Schedule to [_____] as
trustee (the "Trustee") or its designee, against receipt by Seller of a written
receipt, pursuant to an arrangement between Seller and the Trustee; provided,
however, that, item (xvi) in the definition of Mortgage File (below) shall be
delivered to the Master Servicer for inclusion in the Servicer File (defined
below) with a copy delivered to the Trustee for inclusion in the Mortgage File;
and provided, further, that Seller shall pay (or cause the related Borrower to
pay) any costs of the assignment or amendment of each letter of credit described
under such item (xvi) required in order for the Trustee to draw on such letter
of credit pursuant to the terms of the Pooling and Servicing Agreement and shall
deliver the related assignment or amendment documents within thirty (30) days
after the Closing Date, which period may be extended by thirty (30) days as
provided in the Pooling and Servicing Agreement. In addition, prior to such
assignment or amendment of a letter of credit, Seller will take all necessary
steps to enable the Master Servicer to draw on the related letter of credit on
behalf of the Trustee pursuant to the terms of the Pooling and Servicing
Agreement, including, if necessary, drawing on the letter of credit in its own
name pursuant to written instructions to draw from the Master Servicer and upon
receipt, immediately remitting the proceeds of such draw (or causing such
proceeds to be remitted) to the Master Servicer.

            Section 2. Closing Date Actions. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans

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into the Trust Fund, the issuance of the Certificates, the sale of the Publicly
Offered Certificates by Depositor to the Underwriter[s] pursuant to the
Underwriting Agreement and the sale of the Private Certificates by Depositor to
the Initial Purchaser pursuant to the Certificate Purchase Agreement. The
closing (the "Closing") shall take place at the offices of [Cadwalader,
Wickersham & Taft LLP, One World Financial Center, New York, New York 10281], or
such other location as agreed upon between the parties hereto. On the Closing
Date, the following actions shall take place in sequential order on the terms
set forth herein:

            (i) Seller shall sell to Depositor, and Depositor shall purchase
      from Seller, the Mortgage Loans pursuant to this Agreement for the
      Mortgage Loan Purchase Price payable in accordance with instructions
      previously provided to Depositor by Seller. The Mortgage Loan Purchase
      Price shall be paid by Depositor to Seller or at its direction by wire
      transfer in immediately available funds to an account designated by Seller
      on or prior to the Closing Date. The "Mortgage Loan Purchase Price" paid
      by Depositor shall be equal to the amount that Depositor and Seller have
      mutually agreed upon as the "Net Securitization Proceeds/Fees" under the
      heading "[Column Financial] Share" in the Closing Statement (which amount
      includes, without limitation, accrued interest and is less those costs and
      expenses to be paid by Seller, including those expenses to be paid
      pursuant to Section 11 hereof).

            (ii) Pursuant to the terms of the Pooling and Servicing Agreement,
      Depositor shall transfer all of its right, title and interest in, to and
      under the Mortgage Loans to the Trustee (for the benefit of the Holders of
      the Certificates) in exchange for the issuance of the Certificates to or
      at the direction of Depositor.

            (iii) Depositor shall sell to the Underwriter[s], and the
      Underwriter[s] shall purchase from Depositor, the Publicly Offered
      Certificates pursuant to the Underwriting Agreement, and Depositor shall
      sell to the Initial Purchaser, and the Initial Purchaser shall purchase
      from Depositor, the Private Certificates pursuant to the Certificate
      Purchase Agreement.

            (iv) The Underwriter[s] will offer the Publicly Offered Certificates
      for sale to the public pursuant to the Prospectus and the Prospectus
      Supplement and the Initial Purchaser will privately place certain classes
      of the Private Certificates pursuant to the Offering Circular.

            Section 3. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to Seller's receipt of the Mortgage Loan Purchase Price,
Seller does hereby assign, transfer, set over and otherwise convey, without
recourse, to Depositor, free and clear of any liens, claims or other
encumbrances, all of Seller's right, title and interest in, to and under: (i)
each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii) all
property of Seller described in Section 20(b) of this Agreement, including,
without limitation, (A) all scheduled payments of interest and principal due on
or with respect to the Mortgage Loans after the Cut-off Date and (B) all other
payments of interest, principal or prepayment premiums received on or with
respect to the Mortgage Loans after the Cut-off Date, other than any such
payments of interest or principal or prepayment premiums that were due on or
prior to the Cut-off Date. The parties acknowledge that such assignment,
transfer, setting over and other

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conveyance shall not be construed to limit any obligation of Seller and any
servicing rights of [______] under that certain servicing rights purchase
agreement, dated as of [____], 200[__], between Seller and [_____]. The Mortgage
File for each Mortgage Loan shall contain the following documents on a
collective basis:

            (i) the original Note (or with respect to those Mortgage Loans
      listed in Schedule IV hereto, a "lost note affidavit" substantially in the
      form of Exhibit B hereto and a true and complete copy of the Note),
      bearing, or accompanied by, all prior and intervening endorsements or
      assignments showing a complete chain of endorsement or assignment from the
      applicable Mortgage Loan Originator either in blank or to Seller, and
      further endorsed (at the direction of Depositor given pursuant to this
      Agreement) by Seller, on its face or by allonge attached thereto, without
      recourse, either in blank or to the order of the Trustee in the following
      form: "Pay to the order of [_____], as trustee for the registered Holders
      of Credit Suisse First Boston Mortgage Securities Corp., Commercial
      Mortgage Pass-Through Certificates, Series 200[__]-C[__], without
      recourse, representation or warranty, express or implied";

            (ii) a duplicate original Mortgage or a counterpart thereof or, if
      such Mortgage has been returned by the related recording office, (A) an
      original, (B) a certified copy or (C) a copy thereof from the applicable
      recording office, and originals or counterparts (or originals, certified
      copies or copies from the applicable recording office) of any intervening
      assignments thereof from the applicable Mortgage Loan Originator to
      Seller, in each case in the form submitted for recording or, if recorded,
      with evidence of recording indicated thereon;

            (iii) an original assignment of the Mortgage, in recordable form
      (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from Seller (or the applicable
      Mortgage Loan Originator) either in blank or to "[_____], as trustee for
      the registered Holders of Credit Suisse First Boston Mortgage Securities
      Corp., Commercial Mortgage Pass-Through Certificates, Series
      200[__]-C[__]";

            (iv) an original, counterpart or copy of any related Assignment of
      Leases (if such item is a document separate from the Mortgage), and the
      originals, counterparts or copies of any intervening assignments thereof
      from the applicable Mortgage Loan Originator of the Mortgage Loan to
      Seller, in each case in the form submitted for recording or, if recorded,
      with evidence of recording thereon;

            (v) an original assignment of any related Assignment of Leases (if
      such item is a document separate from the Mortgage), in recordable form
      (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from Seller (or the applicable
      Mortgage Loan Originator), either in blank or to "[____], as trustee for
      the registered Holders of Credit Suisse First Boston Mortgage Securities
      Corp., Commercial Mortgage Pass-Through Certificates, Series
      200[__]-C[__]", which assignment may be included as part of an omnibus
      assignment covering other documents relating to the Mortgage Loan
      (provided that such omnibus assignment is effective and in recordable form
      under applicable law);

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            (vi) an original or true and complete copy of any related Security
      Agreement (if such item is a document separate from the Mortgage), and the
      originals or copies of any intervening assignments thereof from the
      applicable Mortgage Loan Originator to Seller;

            (vii) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage), from Seller (or the
      applicable Mortgage Loan Originator) either in blank or to "[____], as
      trustee for the registered Holders of Credit Suisse First Boston Mortgage
      Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
      200[__]-C[__]," which assignment may be included as part of an omnibus
      assignment covering other documents relating to the Mortgage Loan
      (provided that such omnibus assignment is effective under applicable law);

            (viii) originals or copies of all (A) assumption agreements, (B)
      modifications, (C) written assurance agreements and (D) substitution
      agreements, together with any evidence of recording thereon or in the form
      submitted for recording, in those instances where the terms or provisions
      of the Mortgage, Note or any related security document have been modified
      or the Mortgage Loan has been assumed;

            (ix) the original lender's title insurance policy or a copy thereof
      (together with all endorsements or riders that were issued with or
      subsequent to the issuance of such policy), or if the policy has not yet
      been issued, the original or a copy of a binding written commitment (which
      may be a pro forma or specimen title insurance policy which has been
      accepted or approved in writing by the related title insurance company, or
      an interim binder that is "marked up" as binding and countersigned by the
      title company, which in any case is binding on the title insurance
      company), insuring the priority of the Mortgage as a first lien on the
      related Mortgaged Property, relating to such Mortgage Loan;

            (x) the original or a counterpart of any guaranty of the obligations
      of the Borrower under the Mortgage Loan;

            (xi) UCC acknowledgement, certified or other copies of all UCC
      Financing Statements and continuation statements which show the filing or
      recording thereof (including the filing number or other similar filing
      information) or, alternatively, other evidence of filing or recording
      (including the filing number or other similar filing information)
      acceptable to the Trustee (including, without limitation, evidence of such
      filed or recorded UCC Financing Statement as shown on a written UCC search
      report from a reputable search firm, such as CSC/LexisNexis Document
      Solutions, Corporation Service Company, CT Corporation System and the like
      or printouts of on-line confirmations from such UCC filing or recording
      offices or authorized agents thereof), sufficient to perfect (and maintain
      the perfection of) the security interest held by the applicable Mortgage
      Loan Originator (and each assignee of record prior to the Trustee) in and
      to the personalty of the Borrower at the Mortgaged Property, and original
      UCC Financing Statement assignments, in a form suitable for filing or
      recording, sufficient to assign each such UCC Financing Statement to the
      Trustee;

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            (xii) the original or copy of the power of attorney (with evidence
      of recording thereon) granted by the Borrower if the Mortgage, Note or
      other document or instrument referred to above was not signed by the
      Borrower;

            (xiii) with respect to any debt of a Borrower permitted under the
      related Mortgage Loan, an original or copy of a subordination agreement,
      standstill agreement or other intercreditor, co-lender or similar
      agreement relating to such other debt, if any, including any mezzanine
      loan documents or preferred equity documents;

            (xiv) with respect to any Cash Collateral Accounts and Lock-Box
      Accounts, an original or copy of any related account control agreement;

            (xv) an original or copy of any related Loan Agreement (if separate
      from the related Mortgage), and an original or copy of any related
      Lock-Box Agreement or Cash Collateral Account Agreement (if separate from
      the related Mortgage and Loan Agreement);

            (xvi) the originals and copies of letters of credit, if any,
      relating to the Mortgage Loans and amendments thereto which entitles the
      Trust to draw thereon; provided that in connection with the delivery of
      the Mortgage File to the Trust, such originals shall be delivered to the
      Master Servicer and copies thereof shall be delivered to the Trustee;

            (xvii) any related environmental insurance policies and any
      environmental guarantees or indemnity agreements or copies thereof;

            (xviii) the original or a copy of the ground lease and ground lease
      estoppels, if any, and of any amendments, modifications or extensions
      thereto, if any;

            (xix) the original or copy of any property management agreement;

            (xx) without duplication with clause (xiii) above, a copy of the
      mortgage note evidencing the related Junior Loan, if any;

            (xxi) copies of franchise agreements and franchisor comfort letters,
      if any, for hospitality properties; and

            (xxii) a checklist of the related Mortgage Loan Documents included
      in the subject Mortgage File.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii) (relating to
Mortgages), (iv) (relating to Assignments of Leases), (viii) (relating to
assumption agreements, modifications, written assurance agreements and
substitution agreements), (xi) (relating to UCC Financing Statements and related
documents)(other than assignments of UCC Financing Statements to be recorded or
filed in accordance with the transfer contemplated by this Agreement) and (xii)
(relating to powers of attorney) of the last sentence of

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the first paragraph of this Section 3, with evidence of recording or filing
thereon on the Closing Date, solely because of a delay caused by the public
recording or filing office where such document or instrument has been delivered
for recordation or filing, the delivery requirements of such last sentence of
such first paragraph of this Section 3 should be deemed to have been satisfied
and such non-delivered document or instrument shall be deemed to have been
included in the Mortgage File; provided that Seller: (i) shall deliver, or cause
to be delivered, to the Trustee or its designee and the Master Servicer a
duplicate original or true copy of such document or instrument (certified by the
applicable public recording or filing office, the applicable title insurance
company or Seller to be a true and complete duplicate original or photocopy of
the original thereof submitted for recording or filing) on the Closing Date; and
(ii) shall deliver, or cause to be delivered, to the Trustee or its designee
(with a copy thereof to the Master Servicer) either the original of such
non-delivered document or instrument, or a photocopy thereof (certified by the
appropriate public recording or filing office to be a true and complete copy of
the original thereof submitted for recording or filing), with evidence of
recording or filing thereon within [120] days of the Closing Date, which period
may be extended up to two times, in each case for an additional period of [45]
days provided that Seller, as certified in writing to the Trustee prior to each
such [45]-day extension, is in good faith attempting to obtain from the
appropriate county recorder's office such original or photocopy.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii) (relating to
Mortgages), (iv) (relating to Assigments of Leases), (viii) (relating to
assumption agreements, modifications, written assurance agreements and
substitution agreements), (xi) (relating to UCC Financing Statements and related
documents) (other than assignments of UCC Financing Statements to be recorded or
filed in accordance with the transfer contemplated by this Agreement) and (xii)
(relating to powers of attorney) of the last sentence of the first paragraph of
this Section 3, with evidence of recording or filing thereon for any other
reason, including without limitation, that such non-delivered document or
instrument has been lost, the delivery requirements of this Agreement shall be
deemed to have been satisfied and such non-delivered document or instrument
shall be deemed to have been included in the related Mortgage File if a
photocopy or duplicate original of such non-delivered document or instrument
(with evidence of recording or filing thereon and certified by the appropriate
recording or filing office to be a true and complete copy of the original
thereof as filed or recorded) is delivered to the Trustee or its designee on or
before the Closing Date.

            Notwithstanding the foregoing, in the event that Seller fails, as to
any Mortgage Loan, to deliver any UCC Financing Statement assignment with the
filing or recording information of the related UCC Financing Statement, solely
because such UCC Financing Statement has not been returned to Seller by the
applicable public filing or recording office where such UCC Financing Statement
has been delivered for filing or recording, Seller shall not be in breach of its
obligations with respect to such delivery, provided that Seller promptly
forwards such UCC Financing Statement to the Trustee or its designee (with a
copy to the Master Servicer) upon its return from the applicable filing or
recording office, together with the related original UCC Financing Statement
assignment in a form appropriate for filing or recording.

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            Notwithstanding the foregoing, Seller may elect, at its sole cost
and expense, to engage a third-party contractor to prepare or complete in proper
form for filing or recording any and all of the assignments of Mortgage,
assignments of Assignments of Leases and assignments of UCC Financing Statements
to the Trustee to be delivered pursuant to clauses (iii), (v), and (xi) of the
last sentence of the first paragraph of this Section 3 (collectively, the
"Assignments"), to submit such Assignments for filing and recording, as the case
may be, in the applicable public filing and recording offices and to deliver
such Assignments to the Trustee or its designee (with a copy to the Master
Servicer) as such Assignments (or certified copies thereof) are received from
the applicable filing and recording offices with evidence of such filing or
recording indicated thereon. However, in the event Seller engages a third-party
contractor as contemplated in the immediately preceding sentence, the rights,
duties and obligations of Seller pursuant to this Agreement remain binding on
Seller.

            Within [ten (10)] Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to the Master
Servicer) at the direction of the Master Servicer), under the Pooling and
Servicing Agreement on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each such Servicer File shall contain all documents and
records in Seller's possession relating to the Mortgage Loans and constituting
the related Servicing Files (as defined in the Pooling and Servicing Agreement).

            For purposes of this Section 3, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File", if there exists with
respect to any group of Crossed Loans only one original or certified copy of any
document or instrument described in the definition of "Mortgage File" which
pertains to all of the Crossed Loans in such group of Crossed Loans, the
inclusion of the original or certified copy of such document or instrument in
the Mortgage File for any of such Crossed Loans and the inclusion of a copy of
such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed Loans, shall be deemed to constitute the
inclusion of such original or certified copy, as the case may be, in the
Mortgage File for each such Crossed Loan.

            Seller shall, promptly after the Closing Date, but in all events
within [three (3)] Business Days after the Closing Date, cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of Seller or any other name, to be transferred to or at the direction of
the Master Servicer (or, if applicable, to a Sub-Servicer at the direction of
the Master Servicer).

            The Trustee, as assignee or transferee of Depositor, shall be
entitled to all scheduled principal payments due after the Cut-off Date, all
other payments of principal due and collected after the Cut-off Date, and all
payments of interest on the Mortgage Loans, minus that portion of any such
payment which is allocable to the period on or prior to the Cut-off Date. All
scheduled payments of principal due on or before the Cut-off Date and collected
after the Cut-off Date, together with the accompanying interest payments, shall
belong to Seller.

            Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related Mortgage and the
contents of the related Mortgage File shall be vested in Depositor and the
ownership of all records and documents that constitute the

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<PAGE>

Servicer File with respect to the related Mortgage Loan shall immediately vest
in Depositor. All Monthly Payments, Principal Prepayments and other amounts
received by Seller and not otherwise belonging to Seller pursuant to this
Agreement shall be sent by Seller within [three (3)] Business Days after
Seller's receipt thereof to the Master Servicer via wire transfer for deposit by
the Master Servicer into the Collection Account.

            Seller shall, under generally accepted accounting principles
("GAAP"), report its transfer of the Mortgage Loans to Depositor, as provided
herein, as a sale of the Mortgage Loans to Depositor in exchange for the
consideration specified in Section 2 hereof. In connection with the foregoing,
Seller shall cause all of its financial and accounting records to reflect such
transfer as a sale (as opposed to a secured loan). Seller shall at all times
following the Closing Date cause all of its records and financial statements and
any relevant consolidated financial statements of any direct or indirect parent
to clearly reflect that the Mortgage Loans have been transferred to Depositor
and are no longer available to satisfy claims of Seller's creditors.

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

            Section 4. Depositor's Conditions to Closing. The obligations of
Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase
Price at the Closing Date under the terms of this Agreement are subject to the
satisfaction of each of the following conditions at or before the Closing:

            (a) Each of the obligations of Seller required to be performed by it
on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; all of the
representations and warranties of Seller under this Agreement (subject to the
exceptions set forth in the Exception Report) shall be true and correct in all
material respects as of the Closing Date; no event shall have occurred with
respect to Seller or any of the Mortgage Loans and related Mortgage Files which,
with notice or the passage of time, would constitute a material default under
this Agreement; and Depositor shall have received certificates to the foregoing
effect signed by authorized officers of Seller.

            (b) Depositor, or if directed by Depositor, the Trustee or
Depositor's attorneys or other designee, shall have received in escrow, all of
the following closing documents, in such forms as are agreed upon and reasonably
acceptable to Depositor and Seller, duly executed by all signatories other than
Depositor, as required pursuant to the respective terms thereof:

            (i) the Mortgage Files, subject to the provisos of Section 1 of this
      Agreement, which shall have been delivered to and held by the Trustee or
      its designee on behalf of Seller;

            (ii) the Mortgage Loan Schedule;

                                      -8-
<PAGE>

            (iii) the certificate of Seller confirming its representations and
      warranties set forth in Section 6 (subject to the exceptions set forth in
      the Exception Report) as of the Closing Date;

            (iv) an opinion or opinions of Seller's counsel, dated the Closing
      Date, covering various corporate matters and such other matters as shall
      be reasonably required by Depositor;

            (v) such other certificates of Seller's officers or others and such
      other documents to evidence fulfillment of the conditions set forth in
      this Agreement as Depositor or its counsel may reasonably request; and

            (vi) all other information, documents, certificates, or letters with
      respect to the Mortgage Loans or Seller and its Affiliates as are
      reasonably requested by Depositor in order for Depositor to perform any of
      it obligations or satisfy any of the conditions on its part to be
      performed or satisfied pursuant to any sale of Mortgage Loans by Depositor
      as contemplated herein.

            (c) Seller shall have performed or complied with all other terms and
conditions of this Agreement which it is required to perform or comply with at
or before the Closing and shall have the ability to perform or comply with all
duties, obligations, provisions and terms which it is required to perform or
comply with after the Closing.

            (d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five limited powers of attorney in favor of the Trustee and
Special Servicer empowering the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to record, at the expense of
Seller, any Mortgage Loan Documents required to be recorded and any intervening
assignments with evidence of recording thereon that are required to be included
in the Mortgage Files. Seller shall reasonably cooperate with the Trustee and
the Special Servicer in connection with any additional powers or revisions
thereto that are requested by such parties.

            Section 5. Seller's Conditions to Closing. The obligations of Seller
under this Agreement shall be subject to the satisfaction, on the Closing Date,
of the following conditions:

            (a) Each of the obligations of Depositor required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; and all of
the representations and warranties of Depositor under this Agreement shall be
true and correct in all material respects as of the Closing Date; and no event
shall have occurred with respect to Depositor which, with notice or the passage
of time, would constitute a material default under this Agreement, and Seller
shall have received certificates to that effect signed by authorized officers of
Depositor.

            (b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to Seller
and Depositor, duly executed by all signatories other than Seller, as required
pursuant to the respective terms thereof:

            (i) an officer's certificate of Depositor, dated as of the Closing
      Date, with the resolutions of Depositor authorizing the transactions set
      forth therein, together

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<PAGE>

      with copies of the charter, by-laws and certificate of good standing dated
      as of a recent date of Depositor; and

            (ii) such other certificates of its officers or others, such
      opinions of Depositor's counsel and such other documents required to
      evidence fulfillment of the conditions set forth in this Agreement as
      Seller or its counsel may reasonably request.

            (c) Depositor shall have performed or complied with all other terms
      and conditions of this Agreement which it is required to perform or comply
      with at or before the Closing and shall have the ability to perform or
      comply with all duties, obligations, provisions and terms which it is
      required to perform or comply with after Closing.

            Section 6. Representations and Warranties of Seller.

            Seller represents and warrants to Depositor as of the date hereof,
as follows:

            (i) Seller is duly organized and is validly existing as a
      [corporation] in good standing under the laws of the [State of Delaware].
      Seller has conducted and is conducting its business so as to comply in all
      material respects with all applicable statutes and regulations of
      regulatory bodies or agencies having jurisdiction over it, except where
      the failure so to comply would not have a materially adverse effect on the
      performance by Seller of this Agreement, and there is no charge, action,
      suit or proceeding before or by any court, regulatory authority or
      governmental agency or body pending or, to the knowledge of Seller,
      threatened, which is reasonably likely to materially and adversely affect
      the performance by Seller of this Agreement or the consummation of
      transactions contemplated by this Agreement.

            (ii) Seller has the full power, authority and legal right to hold,
      transfer and convey the Mortgage Loans and to execute and deliver this
      Agreement (and all agreements and documents executed and delivered by
      Seller in connection herewith) and to perform all transactions of Seller
      contemplated by this Agreement (and all agreements and documents executed
      and delivered by Seller in connection herewith). Seller has duly
      authorized the execution, delivery and performance of this Agreement (and
      all agreements and documents executed and delivered by Seller in
      connection herewith), and has duly executed and delivered this Agreement
      (and all agreements and documents executed and delivered by Seller in
      connection herewith). This Agreement (and each agreement and document
      executed and delivered by Seller in connection herewith), assuming due
      authorization, execution and delivery thereof by each other party thereto,
      constitutes the legal, valid and binding obligation of Seller enforceable
      in accordance with its terms, except as such enforcement may be limited by
      bankruptcy, fraudulent transfer, insolvency, reorganization, receivership,
      moratorium or other laws relating to or affecting the rights of creditors
      generally, by general principles of equity (regardless of whether such
      enforcement is considered in a proceeding in equity or at law) and by
      considerations of public policy.

            (iii) Neither the execution, delivery and performance of this
      Agreement, nor the fulfillment of or compliance with the terms and
      conditions of this

                                      -10-
<PAGE>

      Agreement by Seller, will (A) conflict with or result in a breach of any
      of the terms, conditions or provisions of Seller's articles or certificate
      of incorporation and bylaws or similar type organizational documents, as
      applicable; (B) conflict with, result in a breach of, or constitute a
      default or result in an acceleration under, any agreement or instrument to
      which Seller is now a party or by which it (or any of its properties) is
      bound if compliance therewith is necessary (1) to ensure the
      enforceability of this Agreement or (2) for Seller to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith); (C) conflict
      with or result in a breach of any legal restriction if compliance
      therewith is necessary (1) to ensure the enforceability of this Agreement
      or (2) for Seller to perform its duties and obligations under this
      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith); (D) result in the violation of any law, rule,
      regulation, order, judgment or decree to which Seller or its property is
      subject if compliance therewith is necessary (1) to ensure the
      enforceability of this Agreement or (2) for Seller to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith); or (E) result in
      the creation or imposition of any lien, charge or encumbrance that would
      have a material adverse effect upon Seller's ability to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith), or materially
      impair the ability of Depositor to realize on the Mortgage Loans.

            (iv) Seller is solvent and the sale of the Mortgage Loans (1) will
      not cause Seller to become insolvent and (2) is not intended by Seller to
      hinder, delay or defraud any of its present or future creditors. After
      giving effect to its transfer of the Mortgage Loans, as provided herein,
      the value of Seller's assets, either taken at their present fair saleable
      value or at fair valuation, will exceed the amount of Seller's debts and
      obligations, including contingent and unliquidated debts and obligations
      of Seller, and Seller will not be left with unreasonably small assets or
      capital with which to engage in and conduct its business. Seller does not
      intend to, and does not believe that it will, incur debts or obligations
      beyond its ability to pay such debts and obligations as they mature. No
      proceedings looking toward liquidation, dissolution or bankruptcy of
      Seller are pending or contemplated.

            (v) No consent, approval, authorization or order of, or registration
      or filing with, or notice to, any court or governmental agency or body
      having jurisdiction or regulatory authority over Seller is required for
      (A) Seller's execution, delivery and performance of this Agreement (or any
      agreement or document executed and delivered by Seller in connection
      herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or
      (C) the consummation by Seller of the transactions contemplated by this
      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith) or, to the extent so required, such consent,
      approval, authorization, order, registration, filing or notice has been
      obtained, made or given (as applicable), except for the filing or
      recording of assignments and other Mortgage Loan Documents contemplated by
      the terms of this Agreement and except that Seller may not be duly
      qualified to transact business as a foreign corporation or licensed in one
      or more states if such qualification or licensing is not necessary to
      ensure the enforceability of this

                                      -11-
<PAGE>

      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith).

            (vi) In connection with its sale of the Mortgage Loans, Seller is
      receiving new value. The consideration received by Seller upon the sale of
      the Mortgage Loans constitutes at least fair consideration and reasonably
      equivalent value for the Mortgage Loans.

            (vii) Seller does not believe, nor does it have any reason or cause
      to believe, that it cannot perform each and every covenant of Seller
      contained in this Agreement (or any agreement or document executed and
      delivered by Seller in connection herewith).

            (viii) There are no actions, suits or proceedings pending or, to
      Seller's knowledge, threatened in writing against Seller which are
      reasonably likely to draw into question the validity of this Agreement (or
      any agreement or document executed and delivered by Seller in connection
      herewith) or which, either in any one instance or in the aggregate, are
      reasonably likely to materially impair the ability of Seller to perform
      its duties and obligations under this Agreement (or any agreement or
      document executed and delivered by Seller in connection herewith).

            (ix) Seller's performance of its duties and obligations under this
      Agreement (and each agreement or document executed and delivered by Seller
      in connection herewith) is in the ordinary course of business of Seller
      and Seller's transfer, assignment and conveyance of the Mortgage Loans
      pursuant to this Agreement are not subject to the bulk transfer or similar
      statutory provisions in effect in any applicable jurisdiction. The
      Mortgage Loans do not constitute all or substantially all of Seller's
      assets.

            (x) Seller has not dealt with any Person that may be entitled, by
      reason of any act or omission of Seller, to any commission or compensation
      in connection with the sale of the Mortgage Loans to Depositor hereunder
      except for (A) the reimbursement of expenses as described herein or
      otherwise in connection with the transactions described in Section 2
      hereof and (B) the commissions or compensation owed to the Underwriter[s]
      or the Initial Purchaser.

            (xi) Seller is not in default or breach of any agreement or
      instrument to which Seller is now a party or by which it (or any of its
      properties) is bound which breach or default would materially and
      adversely affect the ability of Seller to perform its obligations under
      this Agreement.

            (xii) The representations and warranties contained in Exhibit A
      hereto, subject to the exceptions to such representations and warranties
      set forth on Schedule V hereto, are true and correct in all material
      respects as of the date hereof with respect to the Mortgage Loans
      identified on Schedule II.

            Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall

                                      -12-
<PAGE>

survive the sale of the Mortgage Loans and shall continue in full force and
effect, notwithstanding any restrictive or qualified endorsement on the Notes
and notwithstanding subsequent termination of this Agreement or the Pooling and
Servicing Agreement. The representations and warranties contained in or required
to be made by Seller pursuant to Section 6 of this Agreement shall not be
impaired by any review or examination of the Mortgage Files or other documents
evidencing or relating to the Mortgage Loans or any failure on the part of
Depositor to review or examine such documents and shall inure to the benefit of
the initial transferee of the Mortgage Loans from Depositor including, without
limitation, the Trustee for the benefit of the Holders of the Certificates,
notwithstanding (1) any restrictive or qualified endorsement on any Note,
assignment of Mortgage or reassignment of Assignment of Leases or (2) any
termination of this Agreement prior to the Closing, but shall not inure to the
benefit of any subsequent transferee thereafter.

            If any Certificateholder, the Master Servicer, the Special Servicer
or the Trustee discovers or receives notice of a breach of any of the
representations or warranties made by Seller with respect to the Mortgage Loans
(subject to the exceptions to such representations and warranties set forth in
the Exception Report), as of the date hereof in Section 6(xii) or as of the
Closing Date pursuant to Section 4(b)(iii) (in any such case, a "Breach"), or
discovers or receives notice that (a) any document required to be included in
the Mortgage File related to any Mortgage Loan is not in the Trustee's (or its
designee's) possession within the time period required herein or (b) such
document has not been properly executed or is otherwise defective on its face
(clause (a) and clause (b) each, a "Defect" (which term shall include the
"Defects" described in the immediately following paragraph) in the related
Mortgage File), such party shall give notice to the Master Servicer, the Special
Servicer, the Trustee and the Rating Agencies. If the Master Servicer or the
Special Servicer determines that such Breach or Defect materially and adversely
affects the value of any Mortgage Loan or REO Loan or the interests of the
Holders of any Class of Certificates (in which case such Breach or Defect shall
be a "Material Breach" or a "Material Defect", as applicable), it shall give
prompt written notice of such Breach or Defect to the Depositor, the Trustee,
the Master Servicer, the Special Servicer and the Seller and shall request that
the Seller not later than the earlier of 90 days from the receipt by the Seller
of such notice or discovery by the Seller of such Breach or Defect (subject to
the second succeeding paragraph, the "Initial Resolution Period"): (i) cure such
Breach or Defect in all material respects; (ii) repurchase the affected Mortgage
Loan at the applicable Purchase Price (as defined in the Pooling and Servicing
Agreement); or (iii) substitute, in accordance with the Pooling and Servicing
Agreement, one or more Qualified Substitute Mortgage Loans (as defined in the
Pooling and Servicing Agreement) for such affected Mortgage Loan (provided that
in no event shall any substitution occur later than the second anniversary of
the Closing Date) and pay the Master Servicer for deposit into the Collection
Account any Substitution Shortfall Amount (as defined in the Pooling and
Servicing Agreement) in connection therewith; provided, however, that Seller
shall have an additional 90 days to cure such Material Breach or Material Defect
if all of the following conditions are satisfied: (i) such Material Breach or
Material Defect is capable of being cured but not within the Initial Resolution
Period; (ii) such Material Breach or Material Defect does not cause the related
Mortgage Loan not to be a "qualified mortgage" (within the meaning of Section
860G(a)(3) of the Code); (iii) Seller has commenced and is diligently proceeding
with the cure of such Material Breach or Material Defect within the Initial
Resolution Period; and (iv) Seller has delivered to the Rating Agencies, the
Master Servicer, the Special Servicer and the Trustee an Officer's Certificate
that describes the reasons that the cure was not

                                      -13-
<PAGE>

effected within the Initial Resolution Period and the actions that it proposes
to take to effect the cure and that states that it anticipates the cure will be
effected within the additional 90-day period. If there exists a Breach of any
representation or warranty that the related Mortgage Loan Documents or any
particular Mortgage Loan Document requires the related Borrower to bear the
costs and expenses associated with any particular action or matter under such
Mortgage Loan Document(s), then Seller shall cure such Breach within the Initial
Resolution Period by reimbursing the Trust Fund (by wire transfer of immediately
available funds to the Collection Account) the reasonable amount of any such
costs and expenses incurred by the Master Servicer, the Special Servicer, the
Trustee or the Trust Fund that are the basis of such Breach and have not been
reimbursed by the related Borrower[; provided, however, that in the event any
such costs and expenses exceed $10,000, Seller shall have the option to either
repurchase the related Mortgage Loan at the applicable Purchase Price, replace
such Mortgage Loan and pay any applicable Substitution Shortfall Amount or pay
such costs and expenses]. Except as provided in the proviso to the immediately
preceding sentence, Seller shall remit the amount of such costs and expenses and
upon its making such remittance, Seller shall be deemed to have cured such
Breach in all respects. With respect to any repurchase of a Mortgage Loan
hereunder or any substitution of one or more Qualified Substitute Mortgage Loans
for a Mortgage Loan hereunder, (A) no such substitution may be made in any
calendar month after the Determination Date for such month; (B) scheduled
payments of principal and interest due with respect to the Qualified Substitute
Mortgage Loan(s) after the Due Date in the month of substitution, and scheduled
payments of principal and interest due with respect to each Mortgage Loan being
repurchased or replaced after the related Cut-off Date and received by the
Master Servicer or the Special Servicer on behalf of the Trust on or prior to
the related date of repurchase or substitution, shall be part of the Trust Fund;
and (C) scheduled payments of principal and interest due with respect to each
such Qualified Substitute Mortgage Loan on or prior to the Due Date in the month
of substitution, and scheduled payments of principal and interest due with
respect to each Mortgage Loan being repurchased or replaced and received by the
Master Servicer or the Special Servicer on behalf of the Trust after the related
date of repurchase or substitution, shall not be part of the Trust Fund, and
Seller (or, if applicable, any person effecting the related repurchase or
substitution in the place of Seller) shall be entitled to receive such payments
promptly following receipt by the Master Servicer or the Special Servicer, as
applicable, under the Pooling and Servicing Agreement.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by clause (ix) (relating to
evidence of title insurance) of the last sentence of the first paragraph of
Section 3 hereof; (d) the absence from the Mortgage File of any intervening
assignments required to create an effective assignment to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File a certified copy of
the intervening assignment as recorded or as sent for recordation, together with
a certificate stating that the original intervening assignment was sent for
recordation; (e) the absence from the Mortgage File (or the Servicer File) of
any required original letter of credit (as required in the provisos of Section 1
hereof),

                                      -14-
<PAGE>

provided that such Defect may be cured by any substitute letter of credit or
cash reserve on behalf of the related Borrower; (f) the absence from the
Mortgage File of the original or a copy of any required ground lease; or (g)
solely in the case of a Mortgage Loan secured by a Mortgaged Property operated
as a hospitality property, the absence from the Mortgage File of the related
franchise agreement and/or franchisor comfort letter. In addition, Seller shall
cure any Defect described in clause (b), (c), (e) or (f) of the immediately
preceding sentence as required in Section 2.02(b) of the Pooling and Servicing
Agreement.

            Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed a "Material Defect" or "Material Breach", as applicable, and the
Initial Resolution Period for the affected Mortgage Loan shall be 90 days
following the earlier of Seller's receipt of notice (pursuant to this Section 7)
with respect to, or its discovery of, such Defect or Breach (which period shall
not be subject to extension).

            If Seller does not, as required by this Section 7, correct or cure a
Material Breach or a Material Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this Section 7),
or if such Material Breach or Material Defect is not capable of being so
corrected or cured within such period, then Seller shall repurchase or
substitute for the affected Mortgage Loan as provided in this Section 7. If (i)
any Mortgage Loan is required to be repurchased or substituted for as provided
above, (ii) such Mortgage Loan is a Crossed Loan that is a part of a Crossed
Group (as defined below) and (iii) the applicable Breach or Defect does not
otherwise constitute a Breach or Defect, as the case may be, as to any other
Crossed Loan in such Crossed Group (without regard to this paragraph), then the
applicable Breach or Defect, as the case may be, will be deemed to constitute a
Breach or Defect, as the case may be, as to any other Crossed Loan in the
Crossed Group for purposes of the above provisions, and Seller will be required
to repurchase or substitute for such other Crossed Loan(s) in the related
Crossed Group in accordance with the provisions of this Section 7 unless such
other Crossed Loans satisfy the Crossed Loan Repurchase Criteria (as defined in
the Pooling and Servicing Agreement) and Seller can satisfy all other criteria
for substitution or repurchase of the affected Mortgage Loan(s) set forth in the
Pooling and Servicing Agreement. In the event that one or more of such other
Crossed Loans satisfy the Crossed Loan Repurchase Criteria, Seller may elect
either to repurchase or substitute for only the affected Crossed Loan as to
which the related Breach or Defect exists or to repurchase or substitute for all
of the Crossed Loans in the related Crossed Group. Seller shall be responsible
for the cost of any Appraisal required to be obtained by the Master Servicer to
determine if the Crossed Loan Repurchase Criteria have been satisfied, so long
as the scope and cost of such Appraisal have been approved by Seller (such
approval not to be unreasonably withheld). For purposes of this paragraph, a
"Crossed Group" is any group of Mortgage Loans identified as a Crossed Group on
Schedule III to this Agreement.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the Mortgage Loan if the affected
Mortgaged Property may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan Documents and the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
Documents and (i) Seller provides an opinion of counsel to the effect that such
partial release would not cause an

                                      -15-
<PAGE>

Adverse REMIC Event (as defined in the Pooling and Servicing Agreement) to
occur, (ii) Seller pays (or causes to be paid) the applicable release price
required under the Mortgage Loan Documents and, to the extent not reimbursable
out of the release price pursuant to the related Mortgage Loan Documents, any
additional amounts necessary to cover all reasonable out-of-pocket expenses
reasonably incurred by the Master Servicer, the Special Servicer, the Trustee or
the Trust Fund in connection therewith, including any unreimbursed advances and
interest thereon made with respect to the Mortgaged Property that is being
released, and (iii) such cure by release of such Mortgaged Property is effected
within the time periods specified for a cure of a Material Breach or Material
Defect in this Section 7.

            The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds, shall promptly release
the related Mortgage File and Servicer File or cause them to be released, to
Seller and shall execute and deliver such instruments of transfer or assignment
as shall be necessary to vest in Seller the legal and beneficial ownership of
such Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto) and the related Mortgage
Loan Documents.

            It is understood and agreed that the obligations of Seller set forth
in this Section 7 to cure, substitute for or repurchase a Mortgage Loan
constitute the sole remedies available to Depositor and its successors and
assigns respecting any Breach or Defect affecting a Mortgage Loan.

            Section 8. Crossed Loans. With respect to any Crossed Loan conveyed
hereunder, to the extent that Seller repurchases or substitutes for an affected
Crossed Loan in the manner prescribed above while the Trustee continues to hold
any related Crossed Loans, Seller and Depositor (on behalf of its successors and
assigns) agree to modify, upon such repurchase or substitution, the related
Mortgage Loan Documents in a manner such that such affected Crossed Loan
repurchased or substituted by Seller, on the one hand, and any related Crossed
Loans still held by the Trustee, on the other, would no longer be
cross-defaulted or cross-collateralized with one another; provided that Seller
shall have furnished the Trustee, at Seller's expense, with an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event; and
provided, further, that if such Opinion of Counsel cannot be furnished, Seller
and Depositor hereby agree that such repurchase or substitution of only the
affected Crossed Loans, notwithstanding anything to the contrary herein, shall
not be permitted. Any reserve or other cash collateral or letters of credit
securing the subject Crossed Loans shall be allocated between such Mortgage
Loans in accordance with the Mortgage Loan Documents. All other terms of such
Mortgage Loans shall remain in full force and effect, without any modification
thereof.

            Section 9. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:

            (a) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to

                                      -16-
<PAGE>

own its assets and conduct its business as it is conducted, and is duly
qualified as a foreign corporation in good standing in all jurisdictions in
which the ownership or lease of its property or the conduct of its business
requires such qualification (except where the failure to qualify would not have
a materially adverse effect on the consummation of any transactions contemplated
by this Agreement).

            (b) The execution and delivery by Depositor of this Agreement and
the performance of Depositor's obligations hereunder are within the corporate
power of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require any consent of, notice to, or filing with any person,
entity or governmental body, which has not been obtained or made by Depositor,
except where, in any of the instances contemplated by clause (i) above or this
clause (ii), the failure to do so will not have a material and adverse effect on
the consummation of any transactions contemplated by this Agreement.

            (c) This Agreement has been duly executed and delivered by Depositor
and this Agreement constitutes a legal, valid and binding instrument,
enforceable against Depositor in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject to limitations
of public policy under applicable securities laws.

            (d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.

            Section 10. Survival of Certain Representations, Warranties and
Covenants. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 12 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.

                                      -17-
<PAGE>

            Section 11. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 12 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
an expense shall be paid by the party incurring such expense).

            Section 12. Recording Costs and Expenses. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees and expenses incurred
by the Trustee or its designee in connection with the recording or filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement, including
Assignments. In the event Seller elects to engage a third-party contractor to
prepare, complete, file and record Assignments with respect to Mortgage Loans as
provided in Section 3 of this Agreement, Seller shall contract directly with
such contractor and shall be responsible for such contractor's compensation and
reimbursement of recording and filing fees and other reimbursable expenses
pursuant to their agreement.

            Section 13. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or telecopied and confirmed to it at
Credit Suisse First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th
Floor, New York, New York 10010, Attention: Edmund Taylor, Telecopy No.: (212)
743-4756 (with a copy to Tessa Peters, Telecopy No.: (212) 325-8282), or such
other address or telecopy number as may be designated by Depositor to Seller in
writing, or (b) if sent to Seller, will be mailed, delivered or telecopied and
confirmed to it at [3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia
30326], Attention: [Robert Barnes], Telecopy No.: [(404) 239-0419], or such
other address or telecopy number as may be designated by Seller to Depositor in
writing.

            Section 14. Examination of Mortgage Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.

            Section 15. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors
and permitted assigns, and nothing expressed in this Agreement is intended or
shall be construed to give any other Person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of Seller and
Depositor and their respective successors and permitted assigns and for the
benefit of no other Person; it being understood that (a) the indemnities of
Seller contained in that certain Indemnification Agreement dated [____],
200[__], among Seller, Depositor, the Initial Purchaser and the Underwriter[s],
relating to, among other things, information regarding the Mortgage Loans in the
Prospectus Supplement and the Offering Circular, subject to all limitations
therein contained, shall also be for the benefit of the officers and directors
of Depositor, the Underwriter[s] and the Initial

                                      -18-
<PAGE>

Purchaser and any person or persons who control Depositor, the Underwriter[s]
and the Initial Purchaser within the meaning of Section 15 of the Securities Act
or Section 20 of the Securities Exchange Act of 1934, as amended, and (b) the
rights of Depositor pursuant to this Agreement, subject to all limitations
herein contained, including those set forth in Section 7 of this Agreement, may
be assigned to the Trustee, for benefit of the Certificateholders, as may be
required to effect the purposes of the Pooling and Servicing Agreement and, upon
such assignment, the Trustee shall succeed to such rights of Depositor
hereunder; provided that the Trustee shall have no right to further assign such
rights to any other Person. No owner of a Certificate issued pursuant to the
Pooling and Servicing Agreement shall be deemed a successor or permitted assign
because of such ownership.

            Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.

            Section 17. Severability. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.

            Section 18. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.

            Section 19. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.

            Section 20. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:

            (a) this Agreement shall hereby create a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;

            (b) the conveyance provided for in this Agreement shall hereby grant
from Seller to Depositor a security interest in and to all of Seller's right,
title, and interest, whether now owned or hereafter acquired, in and to:

            (i) all accounts, contract rights (including any guarantees),
      general intangibles, chattel paper, instruments, documents, money, deposit
      accounts, certificates

                                       -19-
<PAGE>

      of deposit, goods, letters of credit, advices of credit and investment
      property consisting of, arising from or relating to any of the property
      described in the Mortgage Loans, including the related Notes, Mortgages
      and title, hazard and other insurance policies, identified on the Mortgage
      Loan Schedule, and all distributions with respect thereto payable after
      the Cut-off Date;

            (ii) all accounts, contract rights, general intangibles, chattel
      paper, instruments, documents, money, deposit accounts, certificates of
      deposit, goods, letters of credit, advices of credit and investment
      property arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other persons with respect to, all or any part of the collateral
      described in clause (i) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount), in each case,
      payable after the Cut-off Date; and

            (iii) all cash and non-cash proceeds of the collateral described in
      clauses (i) and (ii) above payable after the Cut-off Date;

            (c) the possession by Depositor or its assignee of the Notes and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction;

            (d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents of, or persons
holding for (as applicable), Depositor or its assignee for the purpose of
perfecting such security interest under applicable law; and

            (e) Seller at the direction of Depositor or its assignee, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in
the Mortgage Loans and the proceeds thereof, such security interest would be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. In connection
herewith, Depositor and its assignee shall have all of the rights and remedies
of a secured party and creditor under the Uniform Commercial Code as in force in
the relevant jurisdiction and may prepare and file such UCC Financing Statements
as may be necessary or appropriate to accomplish the foregoing.

            Section 21. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.

                                      -20-
<PAGE>

                                      * * *


                                      -21-
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Mortgage
Loan Purchase Agreement to be duly executed and delivered as the date first
above written.


                               [COLUMN FINANCIAL, INC.],
                               as Seller

                               By:_________________________________
                                  Name:
                                  Title:

                               CREDIT SUISSE FIRST BOSTON MORTGAGE
                               SECURITIES CORP.,
                               as Depositor

                               By:_________________________________
                                  Name:
                                  Title:



<PAGE>

                                                                      SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of [_____], 200[__], between [Column Financial, Inc.] and Credit Suisse First
Boston Mortgage Securities Corp. Capitalized terms used herein without
definition have the meanings given them in or by reference in the Agreement or,
if not defined in the Agreement, in the Pooling and Servicing Agreement.

            "Affiliate" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.

            "Assignments" shall have the meaning given such term in Section 3 of
this Agreement.

            "Borrower" means the borrower under a Mortgage Loan.

            "Breach" shall have the meaning given such term in Section 7 of this
Agreement.

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated [____], 200[__], among, [Column Financial, Inc.] (solely with
respect to its obligations under Section 11 thereof), Depositor and the Initial
Purchaser.

            "Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
200[__]-C[__].

            "Closing" shall have the meaning given that term in Section 2 of
this Agreement.

            "Closing Date" means [____], 200[__].

            "Closing Statement" means the closing statement dated as of the
Closing Date and signed by, among others, the parties to this Agreement.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Crossed Loan" means any Mortgage Loan which is cross-defaulted and
cross-collateralized with any other Mortgage Loan.

            "Crossed Group" shall have the meaning given such term in Section 7
of this Agreement.

            "Cut-off Date" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in [____] 200[__].

            "Defect" shall have the meaning given such term in Section 7 of this
Agreement.

                                    SCH. I-1
<PAGE>

            "Depositor" shall have the meaning given such term in the first
sentence of this Agreement.

            "Environmental Report" means the environmental audit report with
respect to each Mortgaged Property delivered to Seller in connection with the
related Mortgage, if any.

            "Exception Report" means the exceptions with respect to the
representations and warranties made by Seller as to the Mortgage Loans in
Section 6(xii) and under the written certificate described in Section 4(b)(iii)
of this Agreement, which exceptions are set forth in Schedule V attached hereto
and made a part hereof.

            "Initial Purchaser" means [Credit Suisse First Boston LLC].

            "Initial Resolution Period" shall have the meaning given such term
in Section 7 of this Agreement.

            "Loan Agreement" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and the related
Borrower, pursuant to which such Mortgage Loan was made.

            "Material Breach" shall have the meaning given such term in Section
7 of this Agreement.

            "Material Defect" shall have the meaning given such term in Section
7 of this Agreement.

            "Mortgage File" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to Section 3 of this Agreement (subject to the first proviso in
Section 1 of this Agreement).

            "Mortgage Loan" and "Mortgage Loans" shall have the respective
meanings given such terms in Recital II of this Agreement.

            "Mortgage Loan Documents" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.

            "Mortgage Loan Originator" means any institution which originated a
Mortgage Loan for a related Borrower.

            "Mortgage Loan Purchase Price" means the amount described in Section
2 of this Agreement.

            "Mortgage Loan Schedule" shall have the meaning given such term in
Recital II of this Agreement.

            "Offering Circular" means the confidential offering circular dated
[_____], 200[__], describing certain classes of the Private Certificates.

                                    SCH. I-2
<PAGE>

            "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of [____],
200[__], among Depositor, the Master Servicer, the Special Servicer and the
Trustee, including, without limitation, the exhibits and schedules annexed
thereto.

            "Primary Collateral" means with respect to any Crossed Loan, that
portion of the Mortgaged Property designated as directly securing such Crossed
Loan and excluding any Mortgaged Property as to which the related lien may only
be foreclosed upon by exercise of the cross-collateralization provisions of such
Crossed Loan.

            "Private Certificates" means the Certificates that are not Publicly
Offered Certificates.

            "Prospectus" means the Prospectus dated [____], 200[__], that is a
part of Depositor's registration statement on Form S-3 (File No. [_____]).

            "Prospectus Supplement" means the Prospectus Supplement, dated
[____], 200[__] relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates" means the Class [_____] and Class
[__] Certificates.

            "Seller" shall have the meaning given such term in the first
sentence of this Agreement.

            "Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan that are required to be included in the
related Servicer File pursuant to Section 3 (subject to the first proviso in
Section 1).

            "Trust Fund" shall have the meaning given such term in Recital II of
this Agreement.

            "Trustee" shall have the meaning given such term in Section 1 of
this Agreement.

            "Underwriter[s]" means [Credit Suisse First Boston LLC] and [_____].

            "Underwriting Agreement" means the Underwriting Agreement, dated
[____], 200[__], among Depositor, [Column Financial, Inc.] (solely with respect
to its obligations under Section 12 thereof) and the Underwriter[s].

                                    SCH. I-3
<PAGE>

                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE



                                   SCH. II-1
<PAGE>



                                   SCH. II-2

<PAGE>
                                                                    SCHEDULE III

                   MORTGAGE LOANS CONSTITUTING CROSSED GROUPS

                                     [____]





                                   SCH. III-1

<PAGE>

                                                                     SCHEDULE IV

                         MORTGAGE LOANS WITH LOST NOTES

                                     [_____]



                                    SCH. IV-1



<PAGE>

                                                                      SCHEDULE V

                             EXCEPTIONS TO SELLER'S
                         REPRESENTATIONS AND WARRANTIES

      Reference is made to the Representations and Warranties set forth in
Exhibit A attached hereto corresponding to the paragraph numbers set forth
below:

                                    [_______]

                                       2
<PAGE>

                                                                       EXHIBIT A

                         REPRESENTATIONS AND WARRANTIES
                          REGARDING THE MORTGAGE LOANS

            For purposes of these representations and warranties, the phrase "to
the knowledge of the Seller" or "to the Seller's knowledge" shall mean, except
where otherwise expressly set forth below, the actual state of knowledge of the
Seller or any servicer acting on its behalf regarding the matters referred to,
in each case without having conducted any independent inquiry or due diligence
with respect to such matters and without any actual or implied obligation to
make such inquiry or perform such due diligence, other than making such inquiry
or performing such due diligence as would be customarily performed by prudent
commercial or multifamily mortgage lenders or servicers (as the case may be)
with respect to similar mortgage loans or mortgaged properties. All information
contained in documents which are part of or required to be part of a Mortgage
File shall be deemed to be within the knowledge of the Seller. Wherever there is
a reference to receipt by, or possession of, the Seller of any information or
documents, or to any action taken by the Seller or not taken by the Seller, such
reference shall include the receipt or possession of such information or
documents by, or the taking of such action or the not taking of such action by,
either the Seller or any servicer acting on its behalf.

            The Seller hereby represents and warrants, subject to the exceptions
set forth in the applicable Exception Report, with respect to the Mortgage Loans
that as of the date herein below specified or, if no such date is specified, as
of the date of this Agreement:

               (i) Immediately prior to the sale, transfer and assignment to the
      Depositor, no Note or Mortgage was subject to any assignment (other than
      assignments which show a complete chain of assignment to the Seller),
      participation or pledge, and the Seller had good and marketable title to,
      and was the sole owner of, the related Mortgage Loan;

               (ii) Each Mortgage Loan was either:

                        (1) originated by a savings and loan association,
                  savings bank, commercial bank, credit union, or insurance
                  company, which is supervised and examined by a Federal or
                  State authority, or by a mortgagee approved by the Secretary
                  of Housing and Urban Development pursuant to Sections 203 and
                  211 of the National Housing Act (any of the foregoing,
                  including the Seller, a "Qualified Originator"); or

                        (2) if originated by a person which is not a Qualified
                  Originator (any such person, a "Non-Qualified Originator"),
                  then:

                        (a) such Mortgage Loan was underwritten in accordance
                  with standards established by a Qualified Originator, using
                  application forms and related credit documents approved by the
                  Qualified Originator;

                                    EXH. A-1
<PAGE>

                        (b) the Qualified Originator approved each application
                  and related credit documents before a commitment by the
                  Non-Qualified Originator was issued, and no such commitment
                  was issued until the Qualified Originator agreed to fund such
                  Mortgage Loan;

                        (c) the Mortgage Loan was originated by the
                  Non-Qualified Originator pursuant to an ongoing, standing
                  relationship with the Qualified Originator; and

                        (d) the closing documents for the Mortgage Loan were
                  prepared on forms approved by the Qualified Originator, and,
                  pursuant to the Non-Qualified Originator's ongoing, standing
                  relationship with the Qualified Originator, either:

                              i. such closing documents reflect the Qualified
                        Originator as the original mortgagee, and such Mortgage
                        Loan was actually funded by the Qualified Originator at
                        the closing thereof;

                              ii. such closing documents reflect the
                        Non-Qualified Originator as the original mortgagee, but
                        include assignment documents executed by the
                        Non-Qualified Originator in favor of the Qualified
                        Originator at the time of the closing of the Mortgage
                        Loan, reflecting the Qualified Originator as the
                        successor and assign to the Non-Qualified Originator,
                        and the Mortgage Loan was funded initially by the
                        Non-Qualified Originator at the closing thereof and then
                        acquired by the Qualified Originator from such
                        Non-Qualified Originator; or

                              iii. such closing documents reflect the
                        Non-Qualified Originator as the original mortgagee, but
                        include assignment documents executed by the
                        Non-Qualified Originator in favor of the Qualified
                        Originator at the time of the closing of the Mortgage
                        Loan, reflecting the Qualified Originator as the
                        successor and assign to the Non-Qualified Originator,
                        and the Mortgage Loan was funded initially by the
                        Qualified Originator at the closing thereof and then
                        acquired by the Qualified Originator from such
                        Non-Qualified Originator.

               (iii) The Seller has full right and authority to sell, assign and
      transfer such Mortgage Loan and the assignment to the Depositor
      constitutes a legal, valid and binding assignment of such Mortgage Loan;

               (iv) The Seller is transferring such Mortgage Loan free and clear
      of any and all liens, pledges, charges or any other interests or security
      interests of any nature encumbering such Mortgage Loan, except for
      interests in servicing rights created or granted under the Pooling and
      Servicing Agreement, subservicing agreements and/or

                                    EXH. A-2
<PAGE>

      servicing rights purchase agreements being executed and delivered in
      connection herewith;

               (v) To Seller's knowledge, based on the related borrower's
      representations and covenants in the related mortgage loan documents and
      such other due diligence as a reasonably prudent commercial mortgage
      lender would deem appropriate, the borrower, lessee and/or operator was in
      possession of all licenses, permits, and authorizations then required for
      use of the Mortgaged Property which were valid and in full force and
      effect as of the origination date and to Seller's actual knowledge, such
      licenses, permits and authorizations are still valid and in full force and
      effect;

               (vi) Each related Note, Mortgage, assignment of leases (if any)
      and other agreement executed by or for the benefit of the related
      borrower, any guarantor or their successors or assigns in connection with
      such Mortgage Loan is the legal, valid and binding obligation of the
      related borrower, enforceable in accordance with its terms, except as such
      enforcement may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other laws affecting the enforcement of creditors' rights or
      by general principles of equity (regardless of whether such enforceability
      is considered in a proceeding in equity or at law); and there is no right
      of offset, rescission, abatement or diminution or valid defense or
      counterclaim available to the related borrower with respect to such Note,
      Mortgage, Assignment of Leases and other agreements, except as the
      enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other laws affecting the enforcement of
      creditors' rights or by general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law);

               (vii) The Mortgage File contains an Assignment of Leases, either
      as a separate instrument or incorporated into the related Mortgage. Each
      related Assignment of Leases creates a valid first priority collateral
      assignment of, or a valid first priority lien or security interest in,
      certain rights under the related lease or leases, subject only to
      Permitted Encumbrances (as defined below) and to a license granted to the
      related borrower to exercise certain rights and to perform certain
      obligations of the lessor under such lease or leases, including the right
      to operate the related leased property, except as the enforcement thereof
      may be limited by bankruptcy, insolvency, reorganization, moratorium or
      other laws affecting the enforcement of creditors' rights or by general
      principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law); no person other than the
      related borrower owns any interest in any payments due under such lease or
      leases that is superior to or of equal priority with the lender's interest
      therein;

               (viii) Each related assignment of Mortgage from the Seller to the
      Depositor and related assignment of the Assignment of Leases, if the
      Assignment of Leases is a separate document from the Mortgage, is in
      recordable form (but for the insertion of the name and address of the
      assignee and any related recording information, which is not yet available
      to the Seller), and such assignments and any assignment of any

                                    EXH. A-3
<PAGE>

      other agreement executed by or for the benefit of the related borrower,
      any guarantor or their successors or assigns in connection with such
      Mortgage Loan from the Seller to the Depositor constitutes the legal,
      valid and binding assignment from the Seller to the Depositor, except as
      the enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, liquidation, receivership, moratorium or other laws
      relating to or affecting the enforcement of creditors' rights or by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

               (ix) Since origination (a) except as set forth in the related
      Mortgage File, such Mortgage Loan has not been modified, altered,
      satisfied, canceled, subordinated or rescinded in whole or in part and (b)
      each related Mortgaged Property has not been released, in whole or in
      part, from the lien of the related Mortgage in any manner which materially
      interferes with the security intended to be provided by such Mortgage and
      since [____], 200[__], no waiver, consent, modification, assumption,
      alteration, satisfaction, cancellation, subordination or rescission which
      changes the terms of, or the security for, the Mortgage Loan in any
      material respect has occurred or been given;

               (x)Each related Mortgage is a valid and enforceable first lien on
      the related Mortgaged Property (subject to Permitted Encumbrances (as
      defined below)), except as the enforcement thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or other laws affecting
      the enforcement of creditors' rights or by general principles of equity
      (regardless of whether such enforceability is considered in a proceeding
      in equity or at law); and such Mortgaged Property is free and clear of any
      mechanics' and materialmen's liens which are prior to or equal with the
      lien of the related Mortgage, except those which are insured against by a
      lender's title insurance policy (as described below). A UCC financing
      statement has been filed and/or recorded (or sent for filing or recording)
      in all places necessary to perfect a valid security interest in the
      personal property necessary to operate the Mortgaged Property as currently
      operated; and such security interest is a first priority security
      interest, subject to any prior purchase money security interest in such
      personal property, any personal property leases applicable to such
      personal property and any other security interest in such personal
      property which do not, individually or in the aggregate, materially
      interfere with the security intended to be provided for such Mortgage
      Loan. Any security agreement, chattel mortgage or equivalent document
      related to and delivered in connection with the Mortgage Loan establishes
      and creates a valid and enforceable lien on the property described
      therein, except as such enforcement may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other laws affecting the
      enforcement of creditors' rights or by general principles of equity
      (regardless of whether such enforceability is considered in a proceeding
      in equity or at law). In the case of any Mortgage Loan secured by a hotel,
      the related loan documents contain such provisions as are necessary and
      UCC Financing Statements have been filed as necessary, in each case, to
      perfect a valid first priority security interest in the related operating
      revenues with respect to such Mortgaged Property. Notwithstanding the
      foregoing, no representation is made as to the perfection of any security
      interest in rent, operating revenues or other personal property to the
      extent

                                    EXH. A-4
<PAGE>

      that possession or control of such items or actions other than the filing
      of Uniform Commercial Code financing statements are required in order to
      effect such perfection;

               (xi) The Seller has not taken any action that would cause the
      representations and warranties made by the related borrower in the related
      Mortgage Loan Documents not to be true;

               (xii) The Seller has no knowledge that the material
      representations and warranties made by the related borrower in the related
      Mortgage Loan Documents are not true in any material respect;

               (xiii) The lien of each related Mortgage is a first priority lien
      on the fee or leasehold interest of the related borrower in the principal
      amount of such Mortgage Loan or allocated loan amount of the portions of
      the Mortgaged Property covered thereby (as set forth in the related
      Mortgage) after all advances of principal and is insured by an ALTA
      lender's title insurance policy (except that if such policy is yet to be
      issued, such insurance may be evidenced by a "marked up" pro forma policy,
      specimen policy or title commitment in any case marked as binding and
      countersigned by the title company or its authorized agent, either on its
      face or by an acknowledged closing instruction or escrow letter), or its
      equivalent as adopted in the applicable jurisdiction, insuring the lender
      and its successors and assigns (as sole insured) as to such lien, subject
      only to (a) the lien of current real property taxes, water charges, sewer
      rents and assessments not yet delinquent or accruing interest or
      penalties, (b) covenants, conditions and restrictions, rights of way,
      easements and other matters of public record, none of which, individually
      or in the aggregate, materially interferes with the current use of the
      Mortgaged Property or the security intended to be provided by such
      Mortgage or with the borrower's ability to pay its obligations when they
      become due or the value of the Mortgaged Property, (c) the exceptions
      (general and specific) and exclusions set forth in such policy, none of
      which, individually or in the aggregate, materially interferes with the
      current general use of the Mortgaged Property or materially interferes
      with the security intended to be provided by such Mortgage or with the
      related borrower's ability to pay its obligations when they become due or
      the value of the Mortgaged Property, (d) the rights of tenants, as tenants
      only, under leases, including subleases, pertaining to the related
      Mortgaged Property, (e) if the related Mortgage Loan is
      cross-collateralized with any other Mortgage Loan in the trust fund, the
      lien of the mortgage instrument for that other Mortgage Loan and (f) if
      the related Mortgaged Property is a unit in a condominium, the related
      condominium declaration (items (a), (b), (c), (d), (e) and (f)
      collectively, "Permitted Encumbrances") and with respect to each Mortgage
      Loan, such Permitted Encumbrances do not, individually or in the
      aggregate, materially interfere with the security intended to be provided
      by the related Mortgage, the current principal use of the related
      Mortgaged Property or the current ability of the related Mortgaged
      Property to generate income sufficient to service such Mortgage Loan; the
      premium for such policy was paid in full; such policy (or if it is yet to
      be issued, the coverage to be afforded thereby) is issued by a title
      insurance company licensed to issue policies in the state in which the
      related Mortgaged Property is located (unless such state is Iowa) and is
      assignable (with the

                                    EXH. A-5
<PAGE>

      related Mortgage Loan) to the Depositor and the Trustee without the
      consent of or any notification to the insurer, and is in full force and
      effect upon the consummation of the transactions contemplated by the
      Mortgage Loan Purchase Agreement; no claims have been made under such
      policy and the Seller has not undertaken any action or omitted to take any
      action, and has no knowledge of any such act or omission, which would
      impair or diminish the coverage of such policy;

               (xiv) The proceeds of such Mortgage Loan have been fully
      disbursed and there is no requirement for future advances thereunder, and
      no future advances have been made which are not reflected in the related
      Mortgage File;

               (xv) Except as set forth in a property inspection report or
      engineering report prepared in connection with the origination of the
      Mortgage Loan, as of the later of the date of origination of such Mortgage
      Loan or the most recent inspection of the related Mortgaged Property by
      the Seller, as applicable, and to the knowledge of Seller as of the date
      hereof, each related Mortgaged Property is free of any material damage
      that would affect materially and adversely the use or value of such
      Mortgaged Property as security for the Mortgage Loan (normal wear and tear
      excepted). If any of the inspection or engineering reports referred to
      above in this Paragraph (xv) revealed any immediate repair items, then one
      of the following is true: (a) the repairs and/or maintenance necessary to
      correct such condition have been completed in all material respects; (b)
      an escrow of funds is required or a letter of credit was obtained in an
      amount reasonably estimated to be sufficient to complete the repairs
      and/or maintenance necessary to correct such condition; or (c) the
      reasonable estimation at the time of origination of the Mortgage Loan of
      the cost to complete the repairs and/or maintenance necessary to correct
      such condition represented no more than the greater of (i) $[50,000] and
      (ii) [2%] of the value of the related Mortgaged Property as reflected in
      an appraisal conducted in connection with the origination of the subject
      Mortgage Loan; as of the closing date for each Mortgage Loan and, to the
      Seller's knowledge, as of the date hereof, there is no proceeding pending
      for the total or partial condemnation of such Mortgaged Property that
      would have a material adverse effect on the use or value of the Mortgaged
      Property;

               (xvi) The Seller has inspected or caused to be inspected each
      related Mortgaged Property within the past twelve months, or the
      originator of the Mortgage Loan inspected or caused to be inspected each
      related Mortgaged Property within three months of origination of the
      Mortgage Loan;

               (xvii) No Mortgage Loan has a shared appreciation feature, any
      other contingent interest feature or a negative amortization feature other
      than the ARD Loans which may have negative amortization from and after the
      Anticipated Repayment Date;

               (xviii) Each Mortgage Loan is a whole loan and neither the
      Mortgage Loan nor the related Mortgage Loan Documents create or grant an
      equity participation to the lender or any other party;

                                    EXH. A-6
<PAGE>

               (xix) The Mortgage Rate (exclusive of any default interest, late
      charges, or prepayment premiums) of such Mortgage Loan complied as of the
      date of origination with, or was exempt from, applicable state or federal
      laws, regulations and other requirements pertaining to usury. Except to
      the extent any noncompliance did not materially and adversely affect the
      value of the related Mortgaged Property, the security provided by the
      Mortgage or the related borrower's operations at the related Mortgaged
      Property, any and all other requirements of any federal, state or local
      laws, including, without limitation, truth-in-lending, real estate
      settlement procedures, equal credit opportunity or disclosure laws,
      applicable to such Mortgage Loan have been complied with as of the date of
      origination of such Mortgage Loan;

               (xx) Neither the Seller nor to the Seller's knowledge, any
      originator, committed any fraudulent acts during the origination process
      of any Mortgage Loan and the origination, servicing and collection of each
      Mortgage Loan is in all respects legal, proper and prudent in accordance
      with customary commercial mortgage lending standards, and no other person
      has been granted or conveyed the right to service the Mortgage Loans or
      receive any consideration in connection therewith, except as provided in
      the Pooling and Servicing Agreement or any permitted subservicing
      agreements and/or servicing rights purchase agreements being executed and
      delivered in connection therewith;

               (xxi) All taxes and governmental assessments that became due and
      owing prior to the date hereof with respect to each related Mortgaged
      Property and that are or may become a lien of priority equal to or higher
      than the lien of the related Mortgage have been paid or an escrow of funds
      has been established and such escrow (including all escrow payments
      required to be made prior to the delinquency of such taxes and
      assessments) is sufficient to cover the payment of such taxes and
      assessments;

               (xxii) All escrow deposits and payments required pursuant to each
      Mortgage Loan are in the possession, or under the control, of the Seller
      or its agent and there are no deficiencies (subject to any applicable
      grace or cure periods) in connection therewith. All such escrows and
      deposits are being conveyed by the Seller to the Depositor and identified
      as such with appropriate detail. With respect to any disbursements made
      from such escrows, any requirements for the disbursement of any such
      escrows have been complied with in all material respects;

               (xxiii) Each related Mortgaged Property is insured by a fire and
      extended perils insurance policy, issued by an insurer meeting the
      requirements of the Pooling and Servicing Agreement, in an amount not less
      than the lesser of the principal amount of the related Mortgage Loan and
      the replacement cost (with no deduction for physical depreciation) and not
      less than the amount necessary to avoid the operation of any co-insurance
      provisions with respect to the related Mortgaged Property; each related
      Mortgaged Property is also covered by business interruption or rental loss
      insurance which covers a period of not less than 12 months and
      comprehensive general liability insurance in amounts generally required by
      prudent commercial mortgage lenders for

                                    EXH. A-7
<PAGE>

      similar properties; all Mortgaged Properties in California or in a seismic
      zone 4 or 5 have had a seismic assessment done and earthquake insurance
      was obtained to the extent any such Mortgaged Property has a probable
      maximum loss in the event of an earthquake of greater than twenty percent
      (20%) of the replacement value of the related improvements; if the
      Mortgaged Property for any Mortgage Loan is located within Florida or
      within 25 miles of the coast of North Carolina, South Carolina, Georgia,
      Alabama, Mississippi, Louisiana or Texas, then, such Mortgaged Property is
      insured by windstorm insurance in an amount at least equal to the lesser
      of (i) the outstanding principal balance of such Mortgage Loan and (ii)
      100% of the insurable replacement cost of the improvements located on the
      related Mortgaged Property; the Mortgaged Properties securing all of the
      Mortgage Loans having a Stated Principal Balance in excess of $[3,000,000]
      have, as of the date hereof, insurance policies in place with respect to
      acts of terrorism or damage related thereto (excluding acts involving
      nuclear, biological or chemical terrorism), except any such Mortgage Loans
      that are listed on the applicable Exception Report. All premiums on such
      insurance policies required to be paid as of the date hereof have been
      paid; such insurance policies or the related insurance certificates
      require prior notice to the insured of reduction in coverage, termination
      or cancellation, and no such notice has been received by the Seller; such
      insurance names the lender under the Mortgage Loan and its successors and
      assigns as a named or additional insured; each related Mortgage Loan
      obligates the related borrower to maintain all such insurance and, at such
      borrower's failure to do so, authorizes the lender to maintain such
      insurance at the borrower's cost and expense and to seek reimbursement
      therefor from such borrower;

               (xxiv) There is no monetary default, breach, violation or event
      of acceleration existing under the related Mortgage Loan. To the Seller's
      knowledge, there is no (a) non-monetary default, breach, violation or
      event of acceleration existing under the related Mortgage Loan or (b)
      event (other than payments due but not yet delinquent) which, with the
      passage of time or with notice and the expiration of any grace or cure
      period, would constitute a default, breach, violation or event of
      acceleration, which default, breach, violation or event of acceleration,
      in the case of either (a) or (b) would materially and adversely affect the
      use or value of the Mortgage Loan or the related Mortgaged Property.
      Notwithstanding the foregoing, this representation and warranty does not
      address or otherwise cover any default, breach, violation or event of
      acceleration that specifically pertains to any matter otherwise covered by
      any other representation or warranty made by the Seller elsewhere in this
      Exhibit A or the Exception Report;

               (xxv) No Mortgage Loan has been more than 30 days delinquent in
      making required payments since origination and as of the Cut-off Date no
      Mortgage Loan is 30 or more days delinquent in making required payments;

               (xxvi) (a) Each related Mortgage contains provisions so as to
      render the rights and remedies of the holder thereof adequate for the
      practical realization against the Mortgaged Property of the principal
      benefits of the security, including realization by judicial or, if
      applicable, non-judicial foreclosure or, subject to applicable state law
      requirements, appointment of a receiver, and (b) there is no exemption
      available to the

                                    EXH. A-8
<PAGE>

      borrower which would interfere with such right to foreclose, except, in
      the case of either (a) or (b), as the enforcement of the Mortgage may be
      limited by bankruptcy, insolvency, reorganization, moratorium, redemption
      or other laws affecting the enforcement of creditors' rights or by general
      principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law). No borrower is a debtor
      in a state or federal bankruptcy or insolvency proceeding;

               (xxvii) At origination, each borrower represented and warranted
      in all material respects that to its knowledge, except as set forth in
      certain environmental reports and, except as commonly used in the
      operation and maintenance of properties of similar kind and nature to the
      Mortgaged Property, in accordance with prudent management practices and
      applicable law, and in a manner that does not result in any contamination
      of the Mortgaged Property, it has not used, caused or permitted to exist
      and will not use, cause or permit to exist on the related Mortgaged
      Property any hazardous materials in any manner which violates federal,
      state or local laws, ordinances, regulations, orders, directives or
      policies governing the use, storage, treatment, transportation,
      manufacture, refinement, handling, production or disposal of hazardous
      materials or other environmental laws; the related borrower agreed to
      indemnify, defend and hold the mortgagee and its successors and assigns
      harmless from and against losses, liabilities, damages, injuries,
      penalties, fines, expenses, and claims of any kind whatsoever (including
      attorneys' fees and costs) paid, incurred or suffered by, or asserted
      against, any such party resulting from a breach of the foregoing
      representations, warranties or covenants given by the borrower in
      connection with such Mortgage Loan. A Phase I environmental report and
      with respect to certain Mortgage Loans, a Phase II environmental report
      was conducted by a reputable independent environmental consulting firm in
      connection with such Mortgage Loan, which report did not indicate any
      material non-compliance with applicable environmental laws or material
      existence of hazardous materials or, if any material non-compliance or
      material existence of hazardous materials was indicated in any such
      report, then at least one of the following statements is true: (A) funds
      reasonably estimated to be sufficient to cover the cost to cure any
      material non-compliance with applicable environmental laws or material
      existence of hazardous materials have been escrowed, or a letter of credit
      in such amount has been provided, by the related borrower and held by the
      related mortgagee; (B) if the environmental report recommended an
      operations and maintenance plan, but not any material expenditure of
      funds, an operations and maintenance plan has been required to be obtained
      by the related borrower; (C) the environmental condition identified in the
      related environmental report was remediated or abated in all material
      respects prior to the date hereof; (D) a no further action or closure
      letter was obtained from the applicable governmental regulatory authority
      (or the environmental issue affecting the related Mortgaged Property was
      otherwise listed by such governmental authority as "closed"); (E) such
      conditions or circumstances identified in the Phase I environmental report
      were investigated further and based upon such additional investigation, an
      environmental consultant recommended no further investigation or
      remediation; (F) a party unrelated to the borrower with financial
      resources reasonably estimated to be adequate to cure the condition or
      circumstance provided a guaranty or indemnity to the related borrower to

                                    EXH. A-9
<PAGE>

      cover the costs of any required investigation, testing, monitoring or
      remediation; (G) the expenditure of funds reasonably estimated to be
      necessary to effect such remediation is not greater than two percent (2%)
      of the outstanding principal balance of the related Mortgage Loan; or (H)
      a lender's environmental insurance policy was obtained and is a part of
      the related Mortgage File. Notwithstanding the preceding sentence, with
      respect to certain Mortgage Loans with an original principal balance of
      less than $[3,500,000], no environmental report may have been obtained,
      but (in such cases where a Phase I environmental report was not obtained)
      a lender's environmental insurance policy was obtained with respect to
      each such Mortgage Loan. Each of such lender's environmental insurance
      policies is a part of the related Mortgage File. Each of such
      environmental insurance policies is in full force and effect, is in an
      amount not less than the 100% of the balance of the related Mortgage Loan,
      has a term extending not less than 5 years after the maturity date of the
      related Mortgage Loan, the premiums for such policies have been paid in
      full and the Trustee is named as an insured under each of such policies,
      the Seller has delivered to the insurer all environmental reports in its
      possession. To the Seller's knowledge, in reliance on such environmental
      reports and except as set forth in such environmental reports, each
      Mortgaged Property is in material compliance with all applicable federal,
      state and local environmental laws, and to the Seller's knowledge, no
      notice of violation of such laws has been issued by any governmental
      agency or authority, except, in all cases, as indicated in such
      environmental reports or other documents previously provided to the Rating
      Agencies; and the Seller has not taken any action which would cause the
      Mortgaged Property to not be in compliance with all federal, state and
      local environmental laws pertaining to environmental hazards;

               (xxviii) (1) Each Mortgage Loan contains provisions for the
      acceleration of the payment of the unpaid principal balance of such
      Mortgage Loan if, without the consent of the holder of the Mortgage (and
      the Mortgage requires the mortgagor to pay all fees and expenses
      associated with obtaining such consent), the related Mortgaged Property is
      directly or indirectly transferred or sold, and (2) except with respect to
      transfers of certain interests in the related borrower to persons already
      holding interests in the borrower, their family members, affiliated
      companies and other estate planning related transfers that satisfy certain
      criteria specified in the related Mortgage (which criteria is consistent
      with the practices of prudent commercial mortgage lenders) or any
      transfers in connection with the death or disability of owners of the
      borrower, each Mortgage Loan also contains the provisions for the
      acceleration of the payment of the unpaid principal balance of such
      Mortgage Loan if, without the consent of the holder of the Mortgage, (and
      the Mortgage requires the mortgagor to pay all fees and expenses
      associated with obtaining such consent) a majority interest in the related
      borrower is directly or indirectly transferred or sold;

               (xxix) All improvements included in the related appraisal are
      within the boundaries of the related Mortgaged Property, except for
      encroachments onto adjoining parcels for which the Seller has obtained
      title insurance against losses arising therefrom or that do not materially
      and adversely affect the use or value of such Mortgaged Property. No
      improvements on adjoining parcels encroach onto the related Mortgaged

                                    EXH. A-10
<PAGE>

      Property except for encroachments that do not materially and adversely
      affect the value of such Mortgaged Property, the security provided by the
      Mortgage, the current use of the Mortgaged Property, or the related
      borrower's operations at the Mortgaged Property;

               (xxx) The information pertaining to the Mortgage Loans which is
      set forth in the Mortgage Loan Schedule attached as an exhibit to this
      Mortgage Loan Purchase Agreement is complete and accurate in all material
      respects as of the dates of the information set forth therein (or, if not
      set forth therein, as of the Cut-Off Date);

               (xxxi) With respect to any Mortgage Loan where all or any portion
      of the estate of the related borrower therein is a leasehold estate under
      a ground lease, and the related Mortgage does not also encumber the
      related lessor's fee interest in such Mortgaged Property, based upon the
      terms of the ground lease and any estoppel received from the ground
      lessor, the Seller represents and warrants that:

                        (1) The ground lease or a memorandum regarding such
                  ground lease has been duly recorded. The ground lease permits
                  the interest of the lessee to be encumbered by the related
                  Mortgage and does not restrict the use of the related
                  Mortgaged Property by such lessee, its successors or assigns
                  in a manner that would adversely affect the security provided
                  by the related Mortgage. To the Seller's knowledge, there has
                  been no material change in the terms of the ground lease since
                  its recordation, except by any written instruments which are
                  included in the related mortgage file;

                        (2) The lessor under such ground lease has agreed in a
                  writing included in the related mortgage file that the ground
                  lease may not be amended, modified, canceled or terminated
                  without the prior written consent of the lender and that any
                  such action without such consent is not binding on the lender,
                  its successors or assigns;

                        (3) The ground lease has an original term (or an
                  original term plus one or more optional renewal terms, which,
                  under all circumstances, may be exercised, and would be
                  enforceable, by the lender) that extends not less than 10
                  years beyond the amortization term of the related Mortgage
                  Loan;

                        (4) Based on the title insurance policy (or binding
                  commitment therefor) obtained by the Seller, the ground lease
                  is not subject to any liens or encumbrances superior to, or of
                  equal priority with, the Mortgage, subject to Permitted
                  Encumbrances and liens that encumber the ground lessor's fee
                  interest;

                        (5) Under the terms of the ground lease, the ground
                  lease is assignable to the lender and its assigns without the
                  consent of the lessor thereunder;

                                    EXH. A-11
<PAGE>

                        (6) The ground lease is in full force and effect, the
                  Seller has no actual knowledge that any default beyond
                  applicable notice and grace periods has occurred, and to the
                  Seller's knowledge, there is no existing condition which, but
                  for the passage of time or giving of notice, would result in a
                  default under the terms of the ground lease;

                        (7) The ground lease or ancillary agreement, which is
                  part of the Mortgage File, between the lessor and the lessee
                  requires the lessor to give notice of any default by the
                  lessee to the lender;

                        (8) The lender is permitted a reasonable opportunity
                  (including, where necessary, sufficient time to gain
                  possession of the interest of the lessee under the ground
                  lease through legal proceedings, or to take other action so
                  long as the lender is proceeding diligently) to cure any
                  default under the ground lease which is curable after the
                  receipt of notice of any default before the lessor may
                  terminate the ground lease. All rights of the lender under the
                  ground lease and the related Mortgage (insofar as it relates
                  to the ground lease) may be exercised by or on behalf of the
                  lender;

                        (9) The ground lease does not impose any restrictions on
                  subletting that would be viewed as commercially unreasonable
                  by a prudent commercial mortgage lender. The lessor is not
                  permitted to disturb the possession, interest or quiet
                  enjoyment of any subtenant of the lessee in the relevant
                  portion of the Mortgaged Property subject to the ground lease
                  for any reason, or in any manner, which would adversely affect
                  the security provided by the related Mortgage;

                        (10) Under the terms of the ground lease and the related
                  Mortgage, any related insurance proceeds or condemnation award
                  (other than in respect of a total or substantially total loss
                  or taking) will be applied either to the repair or restoration
                  of all or part of the related Mortgaged Property, with the
                  lender or a trustee appointed by it having the right to hold
                  and disburse such proceeds as repair or restoration progresses
                  (except in such cases where a provision entitling another
                  party to hold and disburse such proceeds would not be viewed
                  as commercially unreasonable by a prudent commercial mortgage
                  lender), or to the payment of the outstanding principal
                  balance of the Mortgage Loan, together with any accrued
                  interest, except that in the case of condemnation awards, the
                  ground lessor may be entitled to a portion of such award;

                        (11) Under the terms of the ground lease and the related
                  Mortgage, any related insurance proceeds, or condemnation
                  award in respect of a total or substantially total loss or
                  taking of the related Mortgaged Property will be applied first
                  to the payment of the outstanding

                                    EXH. A-12
<PAGE>

                  principal balance of the Mortgage Loan, together with any
                  accrued interest (except as provided by applicable law or in
                  cases where a different allocation would not be viewed as
                  commercially unreasonable by a prudent commercial mortgage
                  lender, taking into account the relative duration of the
                  ground lease and the related Mortgage and the ratio of the
                  market value of the related Mortgaged Property to the
                  outstanding principal balance of such Mortgage Loan). Until
                  the principal balance and accrued interest are paid in full,
                  neither the lessee nor the lessor under the ground lease will
                  have an option to terminate or modify the ground lease without
                  the prior written consent of the lender as a result of any
                  casualty or partial condemnation; and

                        (12) Provided that the lender cures any defaults which
                  are susceptible to being cured, the lessor has agreed to enter
                  into a new lease upon termination of the ground lease for any
                  reason, including rejection of the ground lease in a
                  bankruptcy proceeding;

               (xxxii) With respect to any Mortgage Loan where all or a material
      portion of the estate of the related borrower therein is a leasehold
      estate, but the related Mortgage also encumbers the related lessor's fee
      interest in such Mortgaged Property: (a) such lien on the related fee
      interest is evidenced by the related Mortgage, (b) such Mortgage does not
      by its terms provide that it will be subordinated to the lien of any other
      mortgage or encumbrance upon such fee interest, (c) upon the occurrence of
      a default under the terms of such Mortgage by the related borrower, any
      right of the related lessor to receive notice of, and to cure, such
      default granted to such lessor under any agreement binding upon the lender
      would not be considered commercially unreasonable in any material respect
      by prudent commercial mortgage lenders, (d) the related lessor has agreed
      in a writing included in the related Mortgage File that the related ground
      lease may not be amended or modified without the prior written consent of
      the lender and that any such action without such consent is not binding on
      the lender, its successors or assigns, and (e) the related ground lease is
      in full force and effect, and the Seller has no actual knowledge that any
      default beyond applicable notice and grace periods has occurred or that
      there is any existing condition which, but for the passage of time or
      giving of notice, would result in a default under the terms of such ground
      lease;

               (xxxiii) With respect to Mortgage Loans that are
      cross-collateralized or cross-defaulted, all other loans that are
      cross-collateralized by or cross-defaulted with such Mortgage Loans are
      being transferred to the Depositor;

               (xxxiv) Neither Seller nor any affiliate thereof has any
      obligation to make any capital contribution to any borrower under a
      Mortgage Loan, other than contributions made on or prior to the date
      hereof;

               (xxxv) (1) The Mortgage Loan is directly secured by a Mortgage on
      a commercial property or multifamily residential property, and (2) the
      fair market value of

                                    EXH. A-13
<PAGE>

      such real property, as evidenced by an appraisal satisfying the
      requirements of FIRREA conducted within 12 months of the origination of
      the Mortgage Loan, was at least equal to 80% of the principal amount of
      the Mortgage Loan (a) at origination (or if the Mortgage Loan has been
      modified in a manner that constituted a deemed exchange under Section 1001
      of the Code at a time when the Mortgage Loan was not in default or default
      with respect thereto was not reasonably foreseeable, the date of the last
      such modification) or (b) at the date hereof; provided that the fair
      market value of the real property must first be reduced by (A) the amount
      of any lien on the real property interest that is senior to the Mortgage
      Loan and (B) a proportionate amount of any lien that is in parity with the
      Mortgage Loan (unless such other lien secures a Mortgage Loan that is
      cross-collateralized with such Mortgage Loan, in which event the
      computation described in (a) and (b) shall be made on an aggregated
      basis);

               (xxxvi) There are no subordinate mortgages encumbering the
      related Mortgaged Property, nor are there any preferred equity interests
      held by the lender or any mezzanine debt related to such Mortgaged
      Property, except as set forth in the Prospectus Supplement, this Exhibit A
      or in the Exception Report to this Mortgage Loan Purchase Agreement;

               (xxxvii) The Mortgage Loan Documents executed in connection with
      each Mortgage Loan having an original principal balance in excess of
      $[5,000,000] require that the related borrower be a single-purpose entity
      (for this purpose, "single-purpose entity" shall mean an entity, other
      than an individual, having organizational documents which provide
      substantially to the effect that it is formed or organized solely for the
      purpose of owning and operating one or more Mortgaged Properties, is
      prohibited from engaging in any business unrelated to such property and
      the related Mortgage Loan, does not have any assets other than those
      related to its interest in the related Mortgaged Property or its
      financing, or any indebtedness other than as permitted under the related
      Mortgage Loan). To the Seller's actual knowledge, each borrower has fully
      complied with the requirements of the related Mortgage Note and Mortgage
      and borrower's organizational documents regarding single-purpose entity
      status;

               (xxxviii)Each Mortgage Loan prohibits the related borrower from
      mortgaging or otherwise encumbering the Mortgaged Property, or any
      controlling equity interest in the borrower, without the prior written
      consent of the mortgagee or the satisfaction of debt service coverage or
      similar criteria specified in the Note or Mortgage which would be
      acceptable to a reasonably prudent commercial mortgage lender, and, except
      in connection with trade debt and equipment financings in the ordinary
      course of borrower's business, from carrying any additional indebtedness,
      except, in each case, liens contested in accordance with the terms of the
      Mortgage Loan or, with respect to each Mortgage Loan having an original
      principal balance of less than $[4,000,000], any unsecured debt;

                                    EXH. A-14
<PAGE>

               (xxxix) Each borrower covenants in the Mortgage Loan documents
      that it shall remain in material compliance with all material licenses,
      permits and other legal requirements necessary and required to conduct its
      business;

               (xl) Each Mortgaged Property (a) is located on or adjacent to a
      dedicated road, or has access to an irrevocable easement permitting
      ingress and egress, (b) is served by public utilities and services
      generally available in the surrounding community or otherwise appropriate
      for the use in which the Mortgaged Property is currently being utilized,
      and (c) constitutes one or more separate tax parcels or is covered by an
      endorsement with respect to the matters described in (a), (b) or (c) under
      the related title insurance policy (or the binding commitment therefor);

               (xli) Based solely on a flood zone certification or a survey of
      the related Mortgaged Property, if any portion of the improvements on the
      Mortgaged Property is located in an area identified by the Federal
      Emergency Management Agency or the Secretary of Housing and Urban
      Development as having special flood hazards categorized as Zone "A" or
      Zone "V" and flood insurance is available, the terms of the Mortgage Loan
      require the borrower to maintain flood insurance, or at such borrower's
      failure to do so, authorizes the Lender to maintain such insurance at the
      cost and expense of the borrower and such insurance is in full force and
      effect in an amount not less than the lesser of (1) the replacement cost
      of the material improvements on such Mortgaged Property, (2) the balance
      of the Mortgage Loan and (3) the maximum amount of insurance available
      under the applicable National Flood Insurance Administration Program;

               (xlii) With respect to each Mortgage which is a deed of trust, a
      trustee, duly qualified under applicable law to serve as such, currently
      so serves and is named in the deed of trust or has been substituted in
      accordance with applicable law or may be substituted in accordance with
      applicable law by the related mortgagee, and except in connection with a
      trustee's sale after a default by the related borrower, no fees are
      payable to such trustee, and such fees payable are payable by the
      borrower;

               (xliii) Except as disclosed in the Exception Report to this
      Mortgage Loan Purchase Agreement, to the knowledge of the Seller as of the
      date hereof, there was no pending action, suit or proceeding, arbitration
      or governmental investigation against any borrower or Mortgaged Property,
      an adverse outcome of which would materially and adversely affect such
      borrower's ability to perform under the related Mortgage Loan;

               (xliv) No advance of funds has been made by the Seller to the
      related borrower (other than mezzanine debt and the acquisition of
      preferred equity interests by the preferred equity interest holder, as
      disclosed in the Prospectus Supplement), and no funds have, to the
      Seller's knowledge, been received from any person other than, or on behalf
      of, the related borrower, for, or on account of, payments due on the
      Mortgage Loan;

                                    EXH. A-15
<PAGE>

               (xlv) To the extent required under applicable law, as of the
      Cut-off Date or as of the date that such entity held the Note, each holder
      of the Note was authorized to transact and do business in the jurisdiction
      in which each related Mortgaged Property is located, or the failure to be
      so authorized did not materially and adversely affect the enforceability
      of such Mortgage Loan;

               (xlvi) All collateral for the Mortgage Loans is being transferred
      as part of the Mortgage Loans;

               (xlvii) Except as disclosed in the Exception Report to this
      Mortgage Loan Purchase Agreement or the Prospectus Supplement with respect
      to the Crossed Loans and Multiple Property Loans, no Mortgage Loan
      requires the lender to release any portion of the Mortgaged Property from
      the lien of the related Mortgage except upon (a) payment in full or
      defeasance of the related Mortgage Loan, (b) the satisfaction of certain
      legal and underwriting requirements that would be customary for prudent
      commercial mortgage lenders, which in all events include payment of a
      release price at least 125% of the appraised value of the property to be
      released or of the allocated loan amount of such property, (c) releases of
      unimproved out-parcels or (d) releases of other portions of the Mortgaged
      Property which will not have a material adverse effect on the use or value
      of the collateral for the related Mortgage Loan and which were given no
      value in the appraisal of the Mortgaged Property or of that portion of the
      Mortgaged Property used to calculate the loan-to-value ratio of the
      Mortgaged Property for underwriting purposes. No release or partial
      release of any Mortgaged Property, or any portion thereof, expressly
      permitted or required pursuant to the terms of any Mortgage Loan would
      constitute a significant modification of the related Mortgage Loan under
      Treas. Reg. Section 1.860G-2(b)(2);

               (xlviii) Any insurance proceeds in respect of a casualty loss or
      taking will be applied either to (a) the repair or restoration of all or
      part of the related Mortgaged Property, with, in the case of all casualty
      losses or takings in excess of a specified amount or percentage of the
      related loan amount that a prudent commercial lender would deem
      satisfactory and acceptable, the lender (or a trustee appointed by it)
      having the right to hold and disburse such proceeds as the repair or
      restoration progresses (except in any case where a provision entitling
      another party to hold and disburse such proceeds would not be viewed as
      commercially unreasonable by a prudent commercial mortgage lender) or (b)
      to the payment of the outstanding principal balance of such Mortgage Loan
      together with any accrued interest thereon;

               (xlix) (l) Each Form UCC-1 financing statement, if any, filed
      with respect to personal property constituting a part of the related
      Mortgaged Property and each Form UCC-2 or UCC-3 assignment, if any, of
      such financing statement to the Seller was, and each Form UCC-3
      assignment, if any, of such financing statement in blank which the Trustee
      or its designee is authorized to complete (but for the insertion of the
      name of the assignee and any related filing information which is not yet
      available to the

                                    EXH. A-16
<PAGE>

      Seller) is, in suitable form for filing in the filing office in which such
      financing statement was filed;

               (l)To the Seller's knowledge, (a) each commercial lease covering
      more than 10% (20% in the case of any Mortgage Loan having an original
      principal balance less than $[2,500,000]) of the net leaseable area of the
      related Mortgaged Property is in full force and effect and (b) there
      exists no default under any such commercial lease either by the lessee
      thereunder or by the related borrower that could give rise to the
      termination of such lease;

               (li) Based upon an opinion of counsel and/or other due diligence
      considered reasonable by prudent commercial mortgage lenders, the
      improvements located on or forming part of each Mortgaged Property comply
      with applicable zoning laws and ordinances, or constitute a legal
      non-conforming use or structure or, if any such improvement does not so
      comply, such non-compliance does not materially and adversely affect the
      value of the related Mortgaged Property. With respect to properties with a
      Stated Principal Balance of over $[10,000,000], if the related Mortgaged
      Property does not so comply, to the extent the Seller is aware of such
      non-compliance, it has required the related borrower to obtain law and
      ordinance insurance coverage in amounts customarily required by prudent
      commercial mortgage lenders;

               (lii) Each Mortgage Loan constitutes a "qualified mortgage"
      within the meaning of Section 860G(a)(3) of the Code (but without regard
      to the rule in Treasury Regulation (as defined herein) Section
      1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage
      or any substantially similar successor provision), the related Mortgaged
      Property, if acquired by a REMIC in connection with the default or
      imminent default of such Mortgage Loan would constitute "foreclosure
      property" within the meaning of Code Section 860G(a)(8) and all Prepayment
      Premiums and Yield Maintenance Charges constitute "customary prepayment
      penalties" within the meaning of Treasury Regulation Section
      1.860G-1(b)(2);

               (liii) With respect to any Mortgage Loan that pursuant to the
      Mortgage Loan Documents can be defeased, (i) the Mortgage Loan cannot be
      defeased within two years after the Closing Date, (ii) the borrower can
      pledge only United States government securities in an amount sufficient to
      make all scheduled payments under the Mortgage Loan when due, (iii) the
      borrower is required to provide independent certified public accountant's
      certification that the collateral is sufficient to make such payments,
      (iv) the loan may be required to be assumed by a single-purpose entity
      designated by the holder of the Mortgage Loan, (v) the borrower is
      required to provide an opinion of counsel that the trustee has a perfected
      security interest in such collateral prior to any other claim or interest,
      (vi) the borrower is required to pay all Rating Agency fees associated
      with defeasance (if rating confirmation is a specific condition precedent
      thereto) and all other reasonable expenses associated with defeasance,
      including, but not limited to, accountant's fees and opinions of counsel,
      (vii) with respect to any Significant Loan (as defined in the Pooling and
      Servicing Agreement), the borrower is required to provide an

                                    EXH. A-18
<PAGE>

      opinion of counsel that such defeasance will not cause any REMIC created
      under the Pooling and Servicing Agreement to fail to qualify as a REMIC
      for federal or applicable state tax purposes and (viii) with respect to
      any Significant Loan (as defined in the Pooling and Servicing Agreement),
      the borrower must obtain confirmation from each Rating Agency that the
      defeasance would not result in such Rating Agency's withdrawal, downgrade
      or qualification of the then current rating of any class of Certificates
      rated by such Rating Agency;

               (liv) The Mortgage Loan Documents for each Mortgage Loan provide
      that the related borrower thereunder shall be liable to the lender for any
      losses incurred by the lender due to (i) the misapplication or
      misappropriation of rents, insurance proceeds or condemnation awards, (ii)
      any willful act of material waste, (iii) any breach of the environmental
      covenants contained in the related Mortgage Loan Documents, and (iv) fraud
      by the related borrower; provided that, with respect to clause (iii) of
      this sentence, an indemnification against losses related to such
      violations or environmental insurance shall satisfy such requirement;

               (lv) If such Mortgage Loan is an ARD Loan, it commenced
      amortizing on its initial scheduled Due Date and provides that: (i) its
      Mortgage Rate will increase by no less than two percentage points in
      connection with the passage of its Anticipated Repayment Date and so long
      as the Mortgage Loan is an asset of the Trust Fund; (ii) its Anticipated
      Repayment Date is not less than seven years following the origination of
      such Mortgage Loan; (iii) no later than the related Anticipated Repayment
      Date, if it has not previously done so, the related borrower is required
      to enter into a "lockbox agreement" whereby all revenue from the related
      Mortgaged Property shall be deposited directly into a designated account
      controlled by the Master Servicer; and (iv) any cash flow from the related
      Mortgaged Property that is applied to amortize such Mortgage Loan
      following its Anticipated Repayment Date shall, to the extent such net
      cash flow is in excess of the Monthly Payment payable therefrom, be net of
      budgeted and discretionary (servicer approved) capital expenditures;

               (lvi) Except as disclosed in the Prospectus Supplement, no
      Mortgage Loan, and no group of Mortgage Loans made to the same borrower
      and to borrowers that are Affiliates, accounted for more than 5.0% of the
      aggregate of the Stated Principal Balances of all of the mortgage loans
      sold to the Depositor by [____] pursuant to that certain Mortgage Loan
      Purchase Agreement, dated as of [____], 200[__], between the Depositor and
      [_____], as the Cut-Off Date;

               (lvii) Except for the Mortgage Loans with an initial principal
      balance less than $[3,000,000], in connection with its origination or
      acquisition of each Mortgage Loan, the Seller obtained an appraisal of the
      related Mortgaged Property, which appraisal is signed by an appraiser,
      who, to the Seller's actual knowledge, had no interest, direct or
      indirect, in the borrower, the Mortgaged Property or in any loan made on
      the security of the Mortgaged Property, and whose compensation was not
      affected by the approval or disapproval of the Mortgage Loan; and

                                    EXH. A-18
<PAGE>

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


                                    EXH. A-19
<PAGE>

                                    EXH. B-2

                                                                       EXHIBIT B

                             AFFIDAVIT OF LOST NOTE

STATE OF NEW YORK    )
                     ) ss.:
COUNTY OF NEW YORK   )

            ____________________________, being duly sworn, deposes and says:

            1. that he is an authorized signatory of [Column Financial, Inc.]
("[Column]");

            2. that _______________ is the owner and holder of a mortgage loan
in the original principal amount of $______________ secured by a mortgage (the
"Mortgage") on the premises known as ______________ ______________ located in
______________;

            3. that _______________, after having conducted a diligent
investigation of its records and files, has been unable to locate the following
original note and believes that said original note has been lost, misfiled,
misplaced or destroyed due to a clerical error:

            a note in the original sum of $______________ made by
______________, to _______________, under date of ______________ (the "Note");

            4. that the Note is now owned and held by _______________;

            5. that the copy of the Note attached hereto is a true and correct
copy thereof;

            6. that the Note has not been paid off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;

            7. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except _______________; and

            8. upon assignment of the Note by _______________ to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") and subsequent
assignment by Depositor to the trustee for the benefit of the holders of the
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 200[__]-C[__] (the "Trustee") (which
assignment may, at the discretion of Depositor, be made directly by
_______________ to the Trustee), _______________ covenants and agrees (a)
promptly to deliver to the Trustee the original Note if it is subsequently
found, and (b) to indemnify and hold harmless the Trustee and its successors and
assigns from and against any and all costs, expenses and monetary losses arising
as a result of _______________'s failure to deliver said original Note to the
Trustee.

                                    EXH. B-1
<PAGE>

                                    [COLUMN FINANCIAL, INC.]

                                    By: ________________________________________
                                    Name:
                                    Title:

Sworn to before me this _____
day of __________, 2005


                                    EXH. B-2
<PAGE>