EXHIBIT 4.2

                                                                  EXECUTION COPY


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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)


                                       and


                             COLUMN FINANCIAL, INC.
                                    (Seller)


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                        MORTGAGE LOAN PURCHASE AGREEMENT


                          Dated as of December 1, 2005


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


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                                TABLE OF CONTENTS




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

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

<PAGE>

                                                                  EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of December 1, 2005, 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 Wells
Fargo Bank, N.A. 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 into the Trust Fund, the issuance of the
Certificates, the sale of the Publicly Offered Certificates by Depositor to the
Underwriters 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 Underwriters, and the Underwriters
      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 Underwriters 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 conveyance shall not be construed to limit any
obligation of Seller and any servicing rights of KeyCorp Real Estate Capital
Markets, Inc. under that certain servicing rights purchase agreement, dated as
of December 1, 2005, between Seller and KeyCorp Real Estate Capital Markets,
Inc. 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 Wells Fargo Bank, N.A., as trustee for the
      registered Holders of Credit Suisse First Boston Mortgage Securities
      Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C6,
      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 "Wells Fargo Bank, N.A.,
      as trustee for the registered Holders of Credit Suisse First Boston
      Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
      Series 2005-C6";

            (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 "Wells Fargo Bank, N.A.,
      as trustee for the registered Holders of Credit Suisse First Boston
      Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
      Series 2005-C6", 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);

            (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 "Wells Fargo
      Bank, N.A., as trustee for the registered Holders of Credit Suisse First
      Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates, Series 2005-C6," 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;

            (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 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.

            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 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;

            (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 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 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 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 Underwriters 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 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 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), 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 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 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.

            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 December 14,
2005, among Seller, Depositor, the Initial Purchaser and the Underwriters,
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 Underwriters and the Initial Purchaser and any person or
persons who control Depositor, the Underwriters 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 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.

                                    * * *

<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 December 1, 2005, 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 December 14, 2005, 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 2005-C6.

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

            "Closing Date" means December 28, 2005.

            "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 December 2005.

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

            "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
December 14, 2005, describing certain classes of the Private Certificates.

            "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of
December 1, 2005, 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 October 14, 2005, that is a
part of Depositor's registration statement on Form S-3 (File No. 333-121904).

            "Prospectus Supplement" means the Prospectus Supplement, dated
December 14, 2005 relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates" means the Class A-1, Class A-2FX,
A-2FL, Class A-3, Class A-4, Class A-1-A, Class A-M, Class A-J, Class A-1-A,
Class B, Class C, Class D and Class E 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.

            "Underwriters"  means Credit Suisse First Boston LLC,  PNC Capital
Markets  LLC,  Nomura  Securities   International,   Inc.,  Greenwich  Capital
Markets,   Inc.  and  KeyBanc   Capital   Markets,   a  Division  of  McDonald
Investments, Inc.

            "Underwriting Agreement" means the Underwriting Agreement, dated
December 14, 2005, among Depositor, Column Financial, Inc. (solely with respect
to its obligations under Section 12 thereof) and the Underwriters.


<PAGE>

                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE


<TABLE>
<CAPTION>
  #   Sub Pool   Property Name
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>        <C>
  1          1   450 Park Avenue
  2          1   One Madison Avenue
  3          1   Fashion Place
  4          2   HGA Alliance - Portfolio
  9          1   Highland Industrial
 11          1   Bridge Street Properties
 13          2   Fairlane Meadow
 14          1   Bouquet Canyon
 15          1   The Retreat at Fossil Creek
 16          1   McKinley Crossroads
 17          2   Brandychase Apartments
 18          1   Bexley Park Raleigh NC
 19          2   The Villages at Meyerland
 20          1   Costa Mesa Square I
 23          1   Riverbend Marketplace
 24          1   Residence Inn Westshore
 26          1   Southern Palms
 27          1   BRYAN - Twin Oaks Apartments
 28          1   Amber Oaks
 29          2   Dry Creek Apartments
 31          2   Hidden Lakes Apartments
 35          1   BRYAN - Spring Lake Apartments
 37          1   Fiddler's Run Shopping Center
 38          2   AIMCO Chimneys of Oak Creek Apartments
 39          2   AIMCO Oaks at Woodridge Apartments
 40          1   BRYAN - Windsor Lake Apartments
 41          2   Canyon Point Cottages
 43          2   Woodridge Park Apartments
 45          2   Charleston at Sweetwater Apartments
 47          1   Garden Creek Center
 49          2   Kenwood Gardens
 50          1   Roxbury Medical Building
 51          1   Indian Trace Center
 52          1   Stevenson Ranch Plaza II
 53          2   Alpine Ridge Apartments
 54          1   Bexley at Davidson Apartments
 56          2   Winding Trails Apartments
 57          1   1250 Hallandale Office Building
 58          1   Hilton Greenville
 59          1   Parklands Office Center
 61          2   AIMCO Hunter's Chase Apartments
 62          1   Lanier Crossing
 63          1   Parkway Plaza
 64          1   Wilmington Island Kroger
 65          1   Comfort Inn Philadelphia
 66          1   Varner Crossing
 67          1   Intermountain - Fairfield Inn & Suites Lawton
 68          1   Intermountain - Courtyard Wichita
 69          1   Maywood Mart
 70          2   Richmond Chase Apartments
 71          2   West Chase Apartments
 72          1   Crowe's Crossing
 73          1   University Square Michigan
 74          2   AIMCO Colony of Springdale Apartments
 75          2   Shady Acres Mobile Home Park
 76          2   Royal Coach Mobile Home Park
 77          2   Mount Vista Mobile Home Park
 78          2   Churchill Commons Apartments
 79          2   Oaks of Cypress Station
 81          1   AIMCO Burgundy Court Apartments
 82          1   Village Festival
 83          1   Residence Inn Miami Airport West
 84          1   Candlewood Suites Indianapolis
 85          1   Cape Horn Shopping Center
 86          1   Comfort Suites Maingate East
 87          1   Washington Mutual Center
 91          2   AIMCO College Park Apartments
 92          1   224 North Des Plaines
 93          1   Candlewood Suites Louisville Airport
 94          1   155 Wooster Street
 96          1   Pioneer Business Center
 97          1   CVS Drugstore Brandon
 98          1   CVS Paris
 99          2   Silver Creek Apartments
100          1   Barrett Creek Plaza
101          2   Oak Creek Apartments
102          2   Somerset Park Apartments
103          1   Town Center Shoppes
104          2   Happy Village Apartments
107          1   Intermountain - Residence Inn Rogers
108          2   Vintage Corona Apartments
109          1   Promenade Shopping Center
111          1   AIMCO Stoneridge Apartments
112          1   Kingsley Apartments
114          1   AA/Tri-State Mini Storage Portfolio
115          2   AIMCO Woodmere Apartments
117          2   Forest Hills Apartments
118          1   Marriott Courtyard Ocoee
119          1   River Ridge Crossing West
120          1   551 West Lancaster Avenue
121          2   Cypress Ridge Apartments
122          1   LeClaire Station Apartments
125          2   Colonial Court
128          2   Northwest Pines
129          2   Woodbridge Crossing
130          1   RiverStone Medical Center
131          2   Mill Creek Apartments
132          2   Oasis at Mesa Palms
133          1   Centerpointe Shops
134          1   Ricci Leopold Building
135          1   Mystic Creek Apartments
137          1   Intermountain - Residence Inn Fort Smith
138          1   Overlake Office
139          2   Lincolnshire Coach Homes
140          1   Haute Harwin Fashion Center
141          1   Intermountain - Fairfield Inn & Suites Sparks
142          1   Rancho San Diego Professional Center
144          1   Intermountain - Residence Inn Olathe
145          2   Lakeview Heights
146          2   Hunters Crossing Apartments
147          1   Stewart Lamb Shopping Center
148          2   Harmony Pines Apartments
149          1   River Ridge Crossing East
150          1   Town Center at Geist
151          1   Citadel Square
152          1   The Shops at Hardee Village
154          1   Atria on Market
155          1   Fountainbleu Court
156          1   Village At Geist
157          1   DirecTV Call Center
158          1   Westpark Center
159          1   LA Industrial Portfolio
160          1   Market Place Shopping Center
162          1   McGalliard Mall Shops
163          1   22809 Pacific Coast Highway
164          1   Flower Valley Plaza
166          2   Village Apartments
167          1   Presidio Plaza
168          2   Sterling Pointe Apartments
169          1   Temecula Plaza
170          1   Progress Point Shopping Center
171          1   3133 Rochambeau Avenue
173          1   Lankershim Industrial
174          1   Hampton Inn Henderson
175          1   CMS Portfolio
176          1   Maple Drive
177          1   Metropolitan Court
178          1   Piedmont Court
179          1   Vons Pasadena
180          1   Vons Simi Valley
181          2   Arcadia Park Apartments
182          1   Broadview Crossings Center
183          1   6th and Union Plaza
184          2   Apple Creek of Kansas City
185          1   Serrano Portfolio
186          2   Fox Pointe Apartments
187          1   Cantera Commons
188          1   Steeple Square Shopping Center
189          1   1424 North Brown Road
190          1   Portico Shopping Center
191          2   Stone Creek Apartments
192          2   Canyon Shadows Apartments
193          2   Summerhouse Square Apartments
194          2   Redwood Terrace Apartments
195          1   59th and Ashland Retail
196          2   Robin Hill Apartments
197          1   Merchants Walk Shopping Center
198          1   Nashua NH
199          1   Coral Key Shopping Center
200          1   Shops of Argyle
202          1   Shops at Pine Bluff
203          1   Taylor Square
204          1   Westcreek Crossing
205          1   Hartwell Station
207          1   515 Westheimer
208          1   Riverview Mobile Home Park
209          1   Polo Place Shops
210          2   French Chalet Apartments
211          1   7734 Girard Avenue
212          1   Commerce Pointe Plaza
213          1   Newcastle Plaza
214          1   Expressway Self Storage
215          1   Sparkleberry Crossing #2
216          1   Windward Plaza
217          1   Westgate Center
218          1   Upland Plaza Shops
219          2   Beachwood Apartments
220          2   Sunset Mobile Manor
221          1   South Colony Shopping Center
222          1   Rockport Retail
223          1   Highland Oaks Plaza
224          1   Cale Colony 17
225          1   Parma Medical Center
226          2   Plaza Apartments
227          2   McGregor Meadows Apartments
228          2   Welsh Arms Apartments
229          2   Wellington Place Apartments

<CAPTION>

 #    Address
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>
  1   450 Park Avenue
  2   One Madison Avenue
  3   6191 South State Street
  4   Various
  9   1099-1955 Highland Drive and 4110-4480 Varsity Drive
 11   One-Three Bridge Street
 13   4900 Heather Drive
 14   26502-26586 Bouquet Canyon Road
 15   6111 North Beach Street
 16   275 Teller Street, 280 Teller Street and 284 Dupont Street
 17   3969 Brandychase Way
 18   100 Summer Sky Drive
 19   8900 Chimney Rock Road
 20   3030 Harbor Boulevard and 1420-1460 Baker Street
 23   437 Swannanoa River Road
 24   4312 West Boy Scout Boulevard
 26   1522-1744 East Southern Avenue and 3108-3218 South McClintock Drive
 27   100 Twin Oaks Lane
      13620 Briarwick Drive, 13630 Briarwick Drive, 9300 Ambergeln Boulevard,
 28   9400 Ambergeln Boulevard and 9601 Ambergeln Boulevar
 29   33300 Mission Boulevard
 31   2480 Foxhill Drive
 35   1000 Spring Lake Boulevard
 37   110 Fiddler's Run Boulevard
 38   1848 Chimney Lane
 39   3800 Woodridge Boulevard
 40   100 Windsor Lake Boulevard
 41   301 Jackson Drive and 1015 Golden Park Place
 43   1475 Sawdust Road
 45   2906 Old Norcross Road
 47   1605 New Garden Road
 49   2629 Alisdale Drive
 50   436 North Roxbury Drive
 51   1300-1396 Southwest 160th Avenue
 52   24947-24949 and 24955-24963 Pico Canyon Road
 53   901 South O'Leary Street
 54   455 Davidson Gateway Drive
 56   10300 Wilcrest Drive
 57   1250 East Hallandale Beach Boulevard
 58   207 Southwest Greenville Boulevard
 59   1 and 3 Parklands Drive
 61   2550 Steeplechase Drive
 62   655 Atlanta Road
 63   4215 University Drive
 64   461 Johnny Mercer Boulevard
 65   53 Industrial Highway
 66   4150 Macland Road
 67   201 Southeast 7th Street
 68   2975 North Webb Road
 69   1220 East Northside Drive
 70   8155 Richmond Avenue
 71   439 South Buncombe Road
 72   1234 Hairston Road
 73   3020-3224 Walton Boulevard
 74   One Kenilworth Court
 75   5533 Long Beach Boulevard
 76   39060 Cherry Valley Boulevard
 77   13061 2nd Street
 78   1900 Roses Run
 79   1000 Cypress Station Drive
 81   3295 Rocker Drive
 82   10930 Crabapple Road
 83   1212 Northwest 82nd Avenue
 84   8111 Bash Street
 85   601-693 Lombard Street
 86   2775 Florida Plaza Boulevard
 87   7900 Southeast 28th Street
 91   525 Third Street
 92   224 North DesPlaines Street
 93   1367 Gardiner Lane
 94   155 Wooster Street
 96   1444, 1466 and 1488 Pioneer Way
 97   112 Stribling Lane
 98   3710 Lamar Avenue
 99   10710 East 41st Street
100   125 Barrett Parkway
101   2143 Bollman Drive
102   3424 Winchester Park Drive
103   16600 Saddle Club Road
104   6301-6401 Ranchester Drive
107   4611 West Locust Street
108   1301 Circle City Drive
109   801 North Mayfair Road
111   651 Rustic Oak Drive
112   720 North San Antonio Avenue
114   Various
115   9333 Round Top Road
117   5003-5049 West 159th Street
118   10971 West Colonial Drive
119   4705 East 96th Street
120   551 West Lancaster Avenue
121   2331 Bammelwood Drive
122   15859 Le Claire Avenue
125   132-136 Main Street and 4-14 Colonial Court
128   5801 North Houston-Rosslyn Road
129   202 Woodbridge Boulevard
130   15 Reinhardt College Parkway
131   5249 Highway 277
132   1418 North Country Club Drive
133   8-10 Centerpointe Drive
134   2925 PGA Boulevard
135   6340 and 6350 Stumph Road
137   3005 South 74th Street
138   15446 Bel-Red Road
139   6987 North Lincolnshire Circle
140   6959 and 6965 Harwin Drive
141   2085 Brierly Way
142   3815-3855 Avocado Boulevard
144   12215 South Strang Line Road
145   1755 South 200 East
146   2117 Juno Drive
147   4341 Stewart Avenue
148   363 Upper Riverdale Road
149   4825 East 96th Street
150   11650 Olio Road
151   5060-5068 Memorial Drive
152   4330 East Tenth Street
154   101 Market Street
155   3400-3480 183rd Street
156   11380-11452 Olio Road
157   2029 South Sheridan Drive
158   6400 Baltimore National Pike
159   Various
160   1166-1244 North Main Street
162   800 East McGalliard Road
163   22809 Pacific Coast Highway
164   1133-1145 North H Street
166   867 Fendley
167   300 South El Camino Road
168   13900 Grandboro Lane
169   41915 and 41925 Motor Car Parkway
170   1437 Military Cutoff Road
171   3133 Rochambeau Avenue
173   8236 - 8248 Lankershim Industrial Boulevard
174   385 Ruin Creek Road
175   Various
176   3091, 3097 and 3109 Maple Drive
177   4527 Metropolitan Court
178   3098 Piedmont Road
179   1390 North Allen Avenue
180   660 East Los Angeles Avenue
181   3426 North 32nd Street
182   1100 West Royalton Road
183   1600 West 6th Street
184   9905 Locust Street
185   Various
186   10526 Fort Plaza
187   28251 Diehl Road
188   7027-7061 U.S. Highway 64/264 East
189   1424 North Brown Road
190   1435 India Street
191   100 Stone Creek Drive
192   8505 Arlington Avenue
193   327 Union Street
194   2040 North Redwood Street
195   1600-1614 West 59th Street
196   990 Yale Avenue, 1005 North Main Street Extension and 1015 North Main Street Extension
197   1917 28th Avenue South
198   427-429 Amherst Street
199   85 Stonebrook Place
200   100 Country Club Road
202   5401 South Olive Street
203   2227 Route 256
204   4220 West William Cannon Drive
205   115-133 Walmart Drive
207   515 Westheimer Road
208   667 Trail Gulch Road
209   11307 Polo Place
210   1650 Jackson Keller
211   7734 Girard Avenue
212   1801-1813 Haggerty Road
213   619 Northwest 32nd Street
214   3220 Horseblock Road
215   101 Sparkleberry Crossing
216   511 Windward Drive
217   11423, 11425 and 11429 Donner Pass Road
218   645-659 West Foothill Boulevard
219   1909 North Beachwood Drive
220   180 Sunset Drive
221   4750 South Colony Boulevard
222   2207 State Highway 35 Business North
223   9525 Plano Road
224   763 J. Clyde Morris Boulevard
225   5500 Ridge Road
226   30 Lamb Avenue
227   5360 Secor Road
228   3501 Route 9W
229   1107 Wellington Avenue

<CAPTION>

                                                Units/
                                               Sq. Ft./                                      Orig            Rem.
                                         Zip    Rooms/       Original       Cut-off         Amort.          Amort.
 #    City                 State        Code     Pads        Balance      Balance (1)        Term          Term (1)
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                  <C>       <C>       <C>         <C>            <C>            <C>             <C>
  1   New York             NY          10022     313,135   $175,000,000   $175,000,000   Interest Only   Interest Only
  2   New York             NY          10010   1,176,911   $157,152,010   $155,135,976             132             125
  3   Murray               UT          84107     323,997   $152,000,000   $151,676,392             360             358
  4   Various              Various   Various       1,030    $78,900,000    $78,900,000   Interest Only   Interest Only
  9   Ann Arbor            MI          48108     459,239    $36,400,000    $36,400,000             360             360
 11   Irvington            NY          10533     197,475    $35,000,000    $34,962,192             360             359
 13   Dearborn             MI          48126         488    $27,270,000    $27,270,000             360             360
 14   Santa Clarita        CA          91350     148,903    $26,700,000    $26,700,000             360             360
 15   Fort Worth           TX          76137         384    $26,300,000    $26,300,000             360             360
 16   Corona               CA          92879     200,871    $26,100,000    $26,100,000   Interest Only   Interest Only
 17   Cincinnati           OH          45245         428    $24,000,000    $24,000,000             360             360
 18   Morrisville          NC          27560         316    $23,200,000    $23,200,000             360             360
 19   Houston              TX          77096         714    $23,040,000    $23,040,000             360             360
 20   Costa Mesa           CA          92626      73,317    $21,800,000    $21,800,000             360             360
 23   Asheville            NC          28805     142,614    $19,500,000    $19,456,676             360             358
 24   Tampa                FL          33607         160    $19,400,000    $19,343,275             300             298
 26   Tempe                AZ          85282     254,692    $18,610,000    $18,610,000             360             360
 27   Hattiesburg          MS          39402         302    $18,600,000    $18,600,000             360             360
 28   Austin               TX          78729     281,885    $18,050,000    $18,050,000             360             360
 29   Union City           CA          94587         199    $18,000,000    $18,000,000   Interest Only   Interest Only
 31   Miamisburg           OH          45342         360    $16,875,000    $16,875,000             360             360
 35   Byram                MS          39272         254    $15,050,000    $15,050,000             360             360
 37   Morganton            NC          28655     202,980    $15,000,000    $14,968,051             360             358
 38   Kettering            OH          45440         388    $14,800,000    $14,800,000             360             360
 39   Fairfield            OH          45014         332    $14,800,000    $14,800,000             360             360
 40   Brandon              MS          39042         274    $14,175,000    $14,175,000             360             360
 41   Golden               CO          80403         196    $14,035,000    $14,035,000             360             360
 43   Spring               TX          77380         216    $13,800,000    $13,800,000             360             360
 45   Duluth               GA          30096         264    $13,400,000    $13,301,046             360             353
 47   Greensboro           NC          27410      91,876    $13,050,000    $13,050,000             360             360
 49   Toledo               OH          43606         504    $11,800,000    $11,800,000             360             360
 50   Beverly Hills        CA          90210      38,048    $11,800,000    $11,800,000             360             360
 51   Sunrise              FL          33326      99,431    $11,500,000    $11,461,317             360             357
 52   Stevenson Ranch      CA          91381      62,200    $11,200,000    $11,200,000             360             360
 53   Flagstaff            AZ          86001         194    $11,120,000    $11,120,000             360             360
 54   Davidson             NC          28036         185    $11,000,000    $11,000,000             360             360
 56   Houston              TX          77099         438    $10,700,000    $10,700,000             360             360
 57   Hallandale           FL          33009     114,503    $10,500,000    $10,500,000             360             360
 58   Greenville           NC          27834         141    $10,500,000    $10,500,000             300             300
 59   Darien               CT          06820      60,816    $10,500,000    $10,500,000   Interest Only   Interest Only
 61   Miamisburg           OH          45342         292    $10,400,000    $10,400,000             360             360
 62   Cumming              GA          30040     110,002    $10,300,000    $10,300,000             360             360
 63   Durham               NC          27707     154,227    $10,200,000    $10,200,000             360             360
 64   Wilmington Island    GA          31410      84,874    $10,200,000    $10,177,100             360             358
 65   Essington            PA          19029         150    $10,100,000    $10,100,000             300             300
 66   Powder Springs       GA          30127      80,466    $10,100,000    $10,100,000             360             360
 67   Lawton               OK          73501          84     $5,125,000     $5,110,242             300             298
 68   Wichita              KS          67226          90     $5,000,000     $4,985,602             300             298
 69   Jackson              MS          39211     102,555    $10,000,000     $9,965,954             360             357
 70   Houston              TX          77063         292     $9,740,000     $9,740,000             360             360
 71   Greer                SC          29650         192     $9,600,000     $9,580,155             360             358
 72   Stone Mountain       GA          30088      93,728     $9,400,000     $9,400,000             360             360
 73   Rochester Hills      MI          48309      62,583     $9,300,000     $9,300,000             360             360
 74   Springdale           OH          45246         261     $9,250,000     $9,250,000             360             360
 75   Long Beach           CA          90805          99     $4,520,000     $4,499,104             360             356
 76   Cherry Valley        CA          92223         110     $3,337,500     $3,322,071             360             356
 77   Yucaipa              CA          92399          57     $1,275,000     $1,269,106             360             356
 78   Aiken                SC          29803         240     $9,000,000     $9,000,000             360             360
 79   Houston              TX          77090         294     $8,925,000     $8,925,000             360             360
 81   Cincinnati           OH          45239         234     $8,725,000     $8,725,000             360             360
 82   Roswell              GA          30075      54,437     $8,650,000     $8,633,683             360             358
 83   Miami                FL          33126         112     $8,350,000     $8,350,000             300             300
 84   Indianapolis         IN          46250         125     $8,300,000     $8,287,706             300             299
 85   Red Lion             PA          17356     116,338     $8,200,000     $8,200,000             360             360
 86   Kissimmee            FL          34746         198     $8,200,000     $8,176,185             300             298
 87   Mercer Island        WA          98040      36,337     $8,000,000     $8,000,000             360             360
 91   Carlisle             PA          17013         208     $7,650,000     $7,650,000             360             360
 92   Chicago              IL          60661      76,907     $7,500,000     $7,500,000             360             360
 93   Louisville           KY          40213         100     $7,400,000     $7,378,216             300             298
 94   New York             NY          10012          14     $7,250,000     $7,250,000             360             360
 96   El Cajon             CA          92020     101,900     $7,200,000     $7,200,000             360             360
 97   Brandon              MS          39042      13,813     $4,050,000     $4,041,700             360             358
 98   Paris                TX          75462      12,738     $3,128,000     $3,117,896             360             357
 99   Tulsa                OK          74146         320     $7,150,000     $7,150,000             360             360
100   Marietta             GA          30066      28,481     $7,125,000     $7,125,000             360             360
101   Sheboygan            WI          53081         287     $7,100,000     $7,100,000             360             360
102   Memphis              TN          38118         524     $7,100,000     $7,100,000             360             360
103   Weston               FL          33326      36,136     $7,100,000     $7,100,000             360             360
104   Houston              TX          77036         290     $6,974,000     $6,966,842             360             359
107   Rogers               AR          72756          88     $6,810,000     $6,779,969             300             297
108   Corona               CA          92879          62     $6,600,000     $6,600,000             360             360
109   Wauwatosa            WI          53226      36,074     $6,500,000     $6,500,000   Interest Only   Interest Only
111   Dayton               OH          45415         150     $6,450,000     $6,450,000             360             360
112   Pomona               CA          91767          90     $6,405,000     $6,397,950             360             359
114   Various              TX        Various     256,410     $6,350,000     $6,343,141             360             359
115   Cincinnati           OH          45251         150     $6,225,000     $6,225,000             360             360
117   Oak Forest           IL          60452         160     $6,150,000     $6,150,000             360             360
118   Ocoee                FL          34761          80     $6,100,000     $6,090,585             300             299
119   Indianapolis         IN          46240      39,049     $6,030,000     $6,030,000             360             360
120   Haverford            PA          19041      28,822     $6,000,000     $6,000,000             360             360
121   Houston              TX          77014         268     $6,000,000     $6,000,000             360             360
122   Oak Forest           IL          60452         124     $6,000,000     $6,000,000             360             360
125   Stoneham             MA          02180          97     $6,000,000     $5,987,410             360             358
128   Houston              TX          77091         364     $5,820,000     $5,820,000             360             360
129   Temple               TX          76504         176     $5,800,000     $5,800,000             360             360
130   Canton               GA          30114      35,093     $5,720,000     $5,720,000             360             360
131   Abilene              TX          79605         176     $5,650,000     $5,650,000             360             360
132   Mesa                 AZ          85201         140     $5,600,000     $5,581,652             360             357
133   Lake Oswego          OR          97035      14,652     $5,550,000     $5,550,000             360             360
134   Palm Beach Gardens   FL          33410      24,597     $5,500,000     $5,494,036             360             359
135   Parma Heights        OH          44130         164     $5,400,000     $5,400,000             360             360
137   Fort Smith           AR          72903          78     $5,390,000     $5,366,231             300             297
138   Redmond              WA          98052      45,843     $5,300,000     $5,293,966             360             359
139   Milwaukee            WI          53223          70     $5,250,000     $5,250,000             360             360
140   Houston              TX          77036      39,165     $5,200,000     $5,177,370             360             356
141   Sparks               NV          89434          88     $5,190,000     $5,175,055             300             298
142   La Mesa              CA          91941      35,558     $5,155,000     $5,144,750             360             358
144   Olathe               KS          66062          90     $5,030,000     $5,007,819             300             297
145   Clearfield           UT          84015          84     $4,965,000     $4,948,798             360             357
146   Findlay              OH          45840          84     $4,800,000     $4,800,000             360             360
147   Las Vegas            NV          89110      33,610     $4,800,000     $4,784,809             360             357
148   Riverdale            GA          30274         148     $4,720,000     $4,720,000             360             360
149   Indianapolis         IN          46240      28,586     $4,720,000     $4,720,000             360             360
150   Fishers              IN          46037      27,400     $4,540,000     $4,540,000             300             300
151   Stone Mountain       GA          30083      50,883     $4,500,000     $4,500,000             360             360
152   Greenville           NC          27858      50,285     $4,500,000     $4,500,000             360             360
154   San Diego            CA          92101      10,973     $4,400,000     $4,400,000             360             360
155   Hazel Crest          IL          60429      38,546     $4,400,000     $4,400,000             360             360
156   Fishers              IN          46037      27,000     $4,380,000     $4,380,000             300             300
157   Tulsa                OK          74112      92,257     $4,400,000     $4,370,427             360             353
158   Catonsville          MD          21228      36,857     $4,300,000     $4,300,000             360             360
159   Various              CA        Various     111,502     $4,300,000     $4,295,249             360             359
160   Crown Point          IN          46307      48,207     $4,300,000     $4,286,843             300             298
162   Muncie               IN          47303      54,090     $4,100,000     $4,100,000             360             360
163   Malibu               CA          90265      16,071     $4,000,000     $4,000,000   Interest Only   Interest Only
164   Lompoc               CA          93436      40,700     $3,900,000     $3,883,383             360             356
166   Conway               AR          72032         102     $3,725,000     $3,725,000             360             360
167   San Clemente         CA          92672      17,314     $3,700,000     $3,700,000             360             360
168   Grandview            MO          64030         125     $3,700,000     $3,700,000   Interest Only   Interest Only
169   Temecula             CA          92591      20,920     $3,700,000     $3,700,000             360             360
170   Wilmington           NC          28403      21,535     $3,700,000     $3,680,653             360             355
171   Bronx                NY          10467          49     $3,625,000     $3,625,000             360             360
173   North Hollywood      CA          91605      92,968     $3,500,000     $3,496,133             360             359
174   Henderson            NC          27536          75     $3,500,000     $3,495,057             300             299
175   Lubbock              TX        Various      47,260     $3,500,000     $3,492,995             360             358
176   Atlanta              GA          30305      44,742     $3,500,000     $3,489,238             360             357
177   Frederick            MD          21704      53,850     $3,440,000     $3,440,000             360             360
178   Atlanta              GA          30305      42,731     $3,300,000     $3,289,853             360             357
179   Pasadena             CA          91104      41,875     $2,000,000     $1,990,792             360             356
180   Simi Valley          CA          93065      47,383     $1,300,000     $1,294,015             360             356
181   Phoenix              AZ          85018          73     $3,200,000     $3,200,000             360             360
182   Broadview Heights    OH          44147      24,215     $3,200,000     $3,196,446             360             359
183   Los Angeles          CA          90017      16,115     $3,100,000     $3,093,701             360             358
184   Kansas City          MO          64131         103     $3,100,000     $3,090,189             360             357
185   Los Angeles          CA          90029          29     $3,000,000     $2,996,552             360             359
186   Omaha                NE          68134          60     $2,800,000     $2,794,125             360             358
187   Warrenville          IL          60555      11,441     $2,800,000     $2,794,036             360             358
188   Knightdale           NC          27545      48,762     $2,760,000     $2,760,000             360             360
189   Lawrenceville        GA          30043      20,400     $2,750,000     $2,741,491             360             357
190   San Diego            CA          92101       6,878     $2,700,000     $2,700,000             360             360
191   Marshall             TX          75672          80     $2,700,000     $2,697,127             360             359
192   Riverside            CA          92503         120     $2,700,000     $2,694,596             360             358
193   Newark               OH          43055         133     $2,700,000     $2,693,976             360             358
194   Canby                OR          97013          57     $2,600,000     $2,591,516             360             357
195   Chicago              IL          60636      11,520     $2,575,000     $2,569,790             360             358
196   Wallingford          CT          06492          66     $2,500,000     $2,500,000             360             360
197   Birmingham           AL          35209      28,751     $2,450,000     $2,444,870             360             358
198   Nashua               NH          03063      22,713     $2,350,000     $2,347,423             360             359
199   Jackson              TN          38305      20,673     $2,275,436     $2,268,454             360             357
200   Argyle               TX          76226      23,740     $2,250,000     $2,250,000             360             360
202   Pine Bluff           AR          71603      18,535     $2,185,000     $2,174,268             300             297
203   Reynoldsburg         OH          43068      13,476     $2,160,000     $2,157,680             360             359
204   Austin               TX          78749      10,094     $2,100,000     $2,093,189             360             357
205   Hartwell             GA          30643      24,400     $2,100,000     $2,091,825             360             356
207   Houston              TX          77006      13,322     $2,000,000     $1,993,799             360             357
208   Gypsum               CO          81637          42     $1,900,000     $1,898,083             360             359
209   Midlothian           VA          23113       8,773     $1,880,000     $1,877,876             360             359
210   San Antonio          TX          78213          75     $1,868,000     $1,866,031             360             359
211   La Jolla             CA          92037       7,231     $1,850,000     $1,850,000             360             360
212   Commerce Township    MI          48390      10,325     $1,775,000     $1,771,486             360             358
213   Newcastle            OK          73065      15,300     $1,750,000     $1,750,000             360             360
214   Medford              NY          11763      39,841     $1,750,000     $1,747,315             300             299
215   Columbia             SC          29229      10,601     $1,720,000     $1,714,722             360             357
216   Newton               KS          67114      19,504     $1,550,000     $1,546,952             360             358
217   Truckee              CA          96161      16,315     $1,500,000     $1,496,879             360             358
218   Upland               CA          91786      10,800     $1,500,000     $1,493,849             360             356
219   Los Angeles          CA          90068          20     $1,450,000     $1,450,000             360             360
220   Winter Haven         FL          33881          92     $1,350,000     $1,347,298             360             358
221   The Colony           TX          75056      12,344     $1,310,000     $1,304,138             300             297
222   Rockport             TX          78382       9,050     $1,206,000     $1,202,360             360             357
223   Dallas               TX          75238      12,570     $1,125,000     $1,123,805             360             359
224   Newport News         VA          23601      17,871     $1,125,000     $1,121,832             300             298
225   Parma                OH          44129      19,780     $1,100,000     $1,098,398             300             299
226   Saugerties           NY          12477          22     $1,100,000     $1,097,822             360             358
227   Toledo               OH          43623          42     $1,025,000     $1,022,917             360             358
228   Lloyd                NY          12528          20       $986,500       $982,850             360             356
229   Wilmington           NC          28401          34       $870,000       $868,274             360             358

<CAPTION>

      Remaining                 Net
       Term to    Interest    Interest    Interest Calculation     Monthly        Payment     Maturity
 #    Maturity      Rate        Rate      (30/360 / Actual/360)    Payment           Date         Date      ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>         <C>         <C>              <C>                <C>          <C>          <C>             <C>
  1         119      5.643%      5.622%        Actual/360           $834,293   12/11/2005   11/11/2015      N/A
  2         125      5.909%      5.888%        Actual/360         $1,149,727    6/11/2005    5/11/2016      N/A
  3          58      5.302%      5.281%        Actual/360           $844,252    11/5/2005    10/5/2010      N/A
  4         115      4.856%      4.835%        Actual/360           $323,716    9/11/2005    7/11/2015      N/A
  9         117      5.340%      5.269%        Actual/360           $203,036    9/11/2005    9/11/2015      N/A
 11         119      5.570%      5.549%        Actual/360           $200,266   12/11/2005   11/11/2015      N/A
 13         118      5.230%      5.209%        Actual/360           $150,248   11/11/2005   10/11/2015      N/A
 14         118      5.270%      5.249%        Actual/360           $147,769   11/11/2005   10/11/2015      N/A
 15         118      5.310%      5.289%        Actual/360           $146,208   10/11/2005   10/11/2015      N/A
 16         119      5.040%      5.019%        Actual/360           $111,143   12/11/2005   11/11/2015      N/A
 17         119      4.990%      4.969%        Actual/360           $128,691   12/11/2005   11/11/2015      N/A
 18         119      5.403%      5.382%        Actual/360           $130,319   12/11/2005   11/11/2015      N/A
 19         119      5.160%      5.139%        Actual/360           $125,946   11/11/2005   11/11/2015      N/A
 20         116      4.980%      4.959%        Actual/360           $116,761    9/11/2005    8/11/2015      N/A
 23         119      5.100%      5.079%        Actual/360           $105,875   11/11/2005   11/11/2015      N/A
 24         118      5.590%      5.569%        Actual/360           $120,178   11/11/2005   10/11/2015      N/A
 26         118      5.370%      5.349%        Actual/360           $104,153   12/11/2005   10/11/2015      N/A
 27         118      5.380%      5.359%        Actual/360           $104,213   10/11/2005   10/11/2015      N/A
 28         117      5.080%      5.059%        Actual/360            $97,781   11/11/2005    9/11/2015      N/A
 29         118      5.170%      5.149%        Actual/360            $78,627   12/11/2005   10/11/2015      N/A
 31         119      5.390%      5.369%        Actual/360            $94,653   12/11/2005   11/11/2015      N/A
 35         118      5.380%      5.359%        Actual/360            $84,323   10/11/2005   10/11/2015      N/A
 37         117      5.300%      5.279%        Actual/360            $83,296   11/11/2005    9/11/2015      N/A
 38         119      5.235%      5.184%        Actual/360            $81,589   12/11/2005   11/11/2015      N/A
 39         119      5.235%      5.184%        Actual/360            $81,589   12/11/2005   11/11/2015      N/A
 40         118      5.380%      5.359%        Actual/360            $79,420   10/11/2005   10/11/2015      N/A
 41         118      5.340%      5.319%        Actual/360            $78,286   10/11/2005   10/11/2015      N/A
 43         119      5.166%      5.145%        Actual/360            $75,488   12/11/2005   11/11/2015      N/A
 45         113      5.350%      5.329%        Actual/360            $74,827    6/11/2005    5/11/2015      N/A
 47         119      5.180%      5.159%        Actual/360            $71,498   12/11/2005   11/11/2015      N/A
 49         119      5.390%      5.369%        Actual/360            $66,187   12/11/2005   11/11/2015      N/A
 50         119      5.100%      5.079%        Actual/360            $64,068   12/11/2005   11/11/2015      N/A
 51         117      5.170%      5.149%        Actual/360            $62,935   10/11/2005    9/11/2015      N/A
 52         116      4.980%      4.959%        Actual/360            $59,987    9/11/2005    8/11/2015      N/A
 53         120      5.430%      5.409%        Actual/360            $62,651   12/11/2005   12/11/2015      N/A
 54         116      5.070%      5.049%        Actual/360            $59,522    9/11/2005    8/11/2015      N/A
 56         116      5.390%      5.369%        Actual/360            $60,017    9/11/2005    8/11/2015      N/A
 57         117      5.040%      5.019%        Actual/360            $56,623   10/11/2005    9/11/2015      N/A
 58         118      5.620%      5.599%        Actual/360            $65,234   11/11/2005   10/11/2015      N/A
 59         117      5.420%      5.339%        Actual/360            $48,084   10/11/2005    9/11/2015      N/A
 61         119      5.235%      5.184%        Actual/360            $57,333   12/11/2005   11/11/2015      N/A
 62         117      5.280%      5.259%        Actual/360            $57,069   10/11/2005    9/11/2015      N/A
 63         118      5.560%      5.539%        Actual/360            $58,299   11/11/2005   10/11/2015      N/A
 64         119      5.050%      5.029%        Actual/360            $55,068   11/11/2005   11/11/2015      N/A
 65         116      5.870%      5.849%        Actual/360            $64,274    9/11/2005    8/11/2015      N/A
 66         118      5.390%      5.359%        Actual/360            $56,652   10/11/2005   10/11/2015      N/A
 67         117      5.680%      5.659%        Actual/360            $32,025   11/11/2005    9/11/2015      N/A
 68         117      5.680%      5.659%        Actual/360            $31,244   11/11/2005    9/11/2015      N/A
 69         117      5.110%      5.089%        Actual/360            $54,356   10/11/2005    9/11/2015      N/A
 70         120      5.255%      5.234%        Actual/360            $53,815   11/11/2005   12/11/2015      N/A
 71         119      5.440%      5.419%        Actual/360            $54,147   11/11/2005   11/11/2015      N/A
 72         117      5.440%      5.419%        Actual/360            $53,019   10/11/2005    9/11/2015      N/A
 73         119      5.320%      5.299%        Actual/360            $51,759   11/11/2005   11/11/2015      N/A
 74         119      5.235%      5.184%        Actual/360            $50,993   12/11/2005   11/11/2015      N/A
 75         117      4.930%      4.909%        Actual/360            $24,071    9/11/2005    9/11/2015      N/A
 76         117      4.930%      4.909%        Actual/360            $17,774    9/11/2005    9/11/2015      N/A
 77         117      4.930%      4.909%        Actual/360             $6,790    9/11/2005    9/11/2015      N/A
 78         117      5.010%      4.989%        Actual/360            $48,369    9/11/2005    9/11/2015      N/A
 79         119      5.160%      5.139%        Actual/360            $48,788   11/11/2005   11/11/2015      N/A
 81         119      5.235%      5.184%        Actual/360            $48,099   12/11/2005   11/11/2015      N/A
 82          82      5.860%      5.839%        Actual/360            $51,085   11/11/2005   10/11/2012      N/A
 83         119      5.340%      5.319%        Actual/360            $50,482   11/11/2005   11/11/2015      N/A
 84         119      5.830%      5.809%        Actual/360            $52,618   12/11/2005   11/11/2015      N/A
 85         119      5.480%      5.369%        Actual/360            $46,456   12/11/2005   11/11/2015      N/A
 86         118      5.630%      5.609%        Actual/360            $50,994   11/11/2005   10/11/2015      N/A
 87         117      4.900%      4.879%        Actual/360            $42,458    9/11/2005    9/11/2015      N/A
 91         119      5.235%      5.184%        Actual/360            $42,173   12/11/2005   11/11/2015      N/A
 92         119      5.490%      5.469%        Actual/360            $42,537   11/11/2005   11/11/2015      N/A
 93         118      5.550%      5.529%        Actual/360            $45,664   11/11/2005   10/11/2015      N/A
 94         118      5.010%      4.989%        Actual/360            $38,964   11/11/2005   10/11/2015      N/A
 96         119      5.420%      5.369%        Actual/360            $40,520   12/11/2005   11/11/2015      N/A
 97         119      5.480%      5.459%        Actual/360            $22,945   11/11/2005   11/11/2035   11/11/2015
 98         118      5.370%      5.349%        Actual/360            $17,506   10/11/2005   10/11/2035   10/11/2015
 99         119      5.570%      5.549%        Actual/360            $40,911   12/11/2005   11/11/2015      N/A
100         120      5.300%      5.279%        Actual/360            $39,565   12/11/2005   12/11/2015      N/A
101         116      5.240%      5.219%        Actual/360            $39,163    9/11/2005    8/11/2015      N/A
102          59      6.020%      5.999%        Actual/360            $42,659   12/11/2005   11/11/2010      N/A
103         114      4.950%      4.889%        Actual/360            $37,898   10/11/2005    6/11/2015      N/A
104         119      5.840%      5.819%        Actual/360            $41,098   12/11/2005   11/11/2015      N/A
107         117      5.680%      5.659%        Actual/360            $42,555   10/11/2005    9/11/2015      N/A
108         118      5.080%      5.059%        Actual/360            $35,754   11/11/2005   10/11/2015      N/A
109         117      5.080%      5.019%        Actual/360            $27,899   10/11/2005    9/11/2015      N/A
111         119      5.235%      5.184%        Actual/360            $35,557   12/11/2005   11/11/2015      N/A
112         119      5.470%      5.449%        Actual/360            $36,246   12/11/2005   11/11/2015      N/A
114         120      5.570%      5.549%        Actual/360            $36,334   12/11/2005   12/11/2015      N/A
115         119      5.235%      5.184%        Actual/360            $34,317   12/11/2005   11/11/2015      N/A
117          54      5.550%      5.509%        Actual/360            $35,112    6/11/2005    6/11/2010      N/A
118         119      5.560%      5.539%        Actual/360            $37,678   12/11/2005   11/11/2015      N/A
119         115      5.110%      5.089%        Actual/360            $32,777    8/11/2005    7/11/2015      N/A
120         117      5.080%      5.059%        Actual/360            $32,503   10/11/2005    9/11/2015      N/A
121         117      5.260%      5.239%        Actual/360            $33,169   10/11/2005    9/11/2015      N/A
122          54      5.550%      5.509%        Actual/360            $34,256    6/11/2005    6/11/2010      N/A
125         118      5.370%      5.349%        Actual/360            $33,580   11/11/2005   10/11/2015      N/A
128         119      5.160%      5.139%        Actual/360            $31,815   11/11/2005   11/11/2015      N/A
129          56      5.400%      5.379%        Actual/360            $32,569    9/11/2005    8/11/2010      N/A
130         118      5.520%      5.499%        Actual/360            $32,549   10/11/2005   10/11/2015      N/A
131          56      5.400%      5.379%        Actual/360            $31,726    9/11/2005    8/11/2010      N/A
132         116      5.300%      5.279%        Actual/360            $31,097   10/11/2005    8/11/2015      N/A
133         118      5.200%      5.159%        Actual/360            $30,476   11/11/2005   10/11/2015      N/A
134         118      5.550%      5.529%        Actual/360            $31,401   12/11/2005   10/11/2015      N/A
135         116      4.890%      4.869%        Actual/360            $28,626    9/11/2005    8/11/2015      N/A
137         117      5.680%      5.659%        Actual/360            $33,681   10/11/2005    9/11/2015      N/A
138         118      5.290%      5.269%        Actual/360            $29,398   12/11/2005   10/11/2015      N/A
139         118      5.020%      4.989%        Actual/360            $28,247   10/11/2005   10/11/2015      N/A
140         116      5.220%      5.199%        Actual/360            $28,618    9/11/2005    8/11/2015      N/A
141         117      5.680%      5.659%        Actual/360            $32,431   11/11/2005    9/11/2015      N/A
142         118      5.620%      5.599%        Actual/360            $29,659   11/11/2005   10/11/2015      N/A
144         117      5.680%      5.659%        Actual/360            $31,432   10/11/2005    9/11/2015      N/A
145         117      5.320%      5.299%        Actual/360            $27,633   10/11/2005    9/11/2015      N/A
146         119      5.280%      5.259%        Actual/360            $26,595   12/11/2005   11/11/2015      N/A
147         119      5.470%      5.449%        Actual/360            $27,164   10/11/2005   11/11/2015      N/A
148         118      5.440%      5.419%        Actual/360            $26,622   11/11/2005   10/11/2015      N/A
149         115      5.110%      5.089%        Actual/360            $25,656    8/11/2005    7/11/2015      N/A
150         118      5.390%      5.369%        Actual/360            $27,582   11/11/2005   10/11/2015      N/A
151         117      5.440%      5.419%        Actual/360            $25,381   10/11/2005    9/11/2015      N/A
152         116      4.980%      4.959%        Actual/360            $24,102    9/11/2005    8/11/2015      N/A
154         117      5.280%      5.259%        Actual/360            $24,379   10/11/2005    9/11/2015      N/A
155         115      5.340%      5.319%        Actual/360            $24,543    8/11/2005    7/11/2015      N/A
156         118      5.390%      5.369%        Actual/360            $26,610   11/11/2005   10/11/2015      N/A
157          53      5.780%      5.759%        Actual/360            $25,761    6/11/2005    5/11/2010      N/A
158         118      5.400%      5.319%        Actual/360            $24,146   11/11/2005   10/11/2015      N/A
159         119      5.450%      5.429%        Actual/360            $24,280   12/11/2005   11/11/2015      N/A
160         118      5.320%      5.259%        Actual/360            $25,946   11/11/2005   10/11/2015      N/A
162         117      5.220%      5.159%        Actual/360            $22,564   10/11/2005    9/11/2015      N/A
163         117      5.000%      4.979%        Actual/360            $16,898   10/11/2005    9/11/2015      N/A
164         117      5.320%      5.299%        Actual/360            $21,705    9/11/2005    9/11/2015      N/A
166          57      5.670%      5.649%        Actual/360            $21,549   10/11/2005    9/11/2010      N/A
167         118      5.300%      5.229%        Actual/360            $20,546   10/11/2005   10/11/2015      N/A
168          58      5.940%      5.919%        Actual/360            $18,569   11/11/2005   10/11/2010      N/A
169         118      5.470%      5.449%        Actual/360            $20,939   11/11/2005   10/11/2015      N/A
170         116      5.350%      5.329%        Actual/360            $20,661    8/11/2005    8/11/2015      N/A
171         116      5.160%      5.139%        Actual/360            $19,816    9/11/2005    8/11/2015      N/A
173         119      5.450%      5.429%        Actual/360            $19,763   12/11/2005   11/11/2015      N/A
174         119      6.140%      6.119%        Actual/360            $22,851   12/11/2005   11/11/2015      N/A
175         118      5.590%      5.569%        Actual/360            $20,071   11/11/2005   10/11/2015      N/A
176         117      5.610%      5.589%        Actual/360            $20,115   10/11/2005    9/11/2015      N/A
177         116      5.050%      5.029%        Actual/360            $18,572    8/11/2005    8/11/2015      N/A
178         117      5.610%      5.589%        Actual/360            $18,965   10/11/2005    9/11/2015      N/A
179         117      4.950%      4.879%        Actual/360            $10,675    9/11/2005    9/11/2015      N/A
180         117      4.950%      4.879%        Actual/360             $6,939    9/11/2005    9/11/2015      N/A
181         120      5.520%      5.499%        Actual/360            $18,209   11/11/2005   12/11/2015      N/A
182         118      5.423%      5.402%        Actual/360            $18,015   12/11/2005   10/11/2015      N/A
183         118      5.520%      5.499%        Actual/360            $17,640   11/11/2005   10/11/2015      N/A
184         117      5.470%      5.449%        Actual/360            $17,543   10/11/2005    9/11/2015      N/A
185         120      5.240%      5.219%        Actual/360            $16,548   12/11/2005   12/11/2015      N/A
186         118      5.370%      5.349%        Actual/360            $15,670   11/11/2005   10/11/2015      N/A
187         118      5.300%      5.279%        Actual/360            $15,549   11/11/2005   10/11/2015      N/A
188         120      5.590%      5.569%        Actual/360            $15,827   12/11/2005   12/11/2015      N/A
189         118      5.580%      5.559%        Actual/360            $15,753   10/11/2005   10/11/2015      N/A
190         115      5.150%      5.129%        Actual/360            $14,743    8/11/2005    7/11/2015      N/A
191         120      5.650%      5.629%        Actual/360            $15,585   12/11/2005   12/11/2015      N/A
192          82      5.590%      5.569%        Actual/360            $15,483   11/11/2005   10/11/2012      N/A
193         118      5.080%      5.059%        Actual/360            $14,626   11/11/2005   10/11/2015      N/A
194         118      5.320%      5.299%        Actual/360            $14,470   10/11/2005   10/11/2015      N/A
195         118      5.540%      5.519%        Actual/360            $14,685   11/11/2005   10/11/2015      N/A
196         119      5.250%      5.229%        Actual/360            $13,805   12/11/2005   11/11/2015      N/A
197         118      5.380%      5.359%        Actual/360            $13,727   11/11/2005   10/11/2015      N/A
198         120      5.490%      5.469%        Actual/360            $13,328   12/11/2005   12/11/2015      N/A
199         117      5.620%      5.599%        Actual/360            $13,092   10/11/2005    9/11/2015      N/A
200         117      5.720%      5.699%        Actual/360            $13,088   10/11/2005    9/11/2015      N/A
202         117      5.010%      4.989%        Actual/360            $12,786   10/11/2005    9/11/2015      N/A
203         120      5.600%      5.579%        Actual/360            $12,400   12/11/2005   12/11/2015      N/A
204         117      5.350%      5.329%        Actual/360            $11,727   10/11/2005    9/11/2015      N/A
205         116      5.740%      5.719%        Actual/360            $12,242    9/11/2005    8/11/2015      N/A
207         118      5.570%      5.549%        Actual/360            $11,444   10/11/2005   10/11/2015      N/A
208         119      5.930%      5.909%        Actual/360            $11,306   12/11/2005   11/11/2015      N/A
209         119      5.330%      5.219%        Actual/360            $10,475   12/11/2005   11/11/2015      N/A
210         119      5.700%      5.679%        Actual/360            $10,842   12/11/2005   11/11/2015      N/A
211         117      5.030%      5.009%        Actual/360             $9,965    9/11/2005    9/11/2015      N/A
212         118      5.640%      5.619%        Actual/360            $10,235   11/11/2005   10/11/2015      N/A
213         119      5.550%      5.529%        Actual/360             $9,991   11/11/2005   11/11/2015      N/A
214         120      5.600%      5.579%        Actual/360            $10,851   12/11/2005   12/11/2015      N/A
215         117      5.620%      5.569%        Actual/360             $9,896   10/11/2005    9/11/2015      N/A
216         118      5.670%      5.649%        Actual/360             $8,967   11/11/2005   10/11/2015      N/A
217         118      5.410%      5.389%        Actual/360             $8,432   11/11/2005   10/11/2015      N/A
218         117      5.500%      5.479%        Actual/360             $8,517    9/11/2005    9/11/2015      N/A
219         119      5.312%      5.291%        Actual/360             $8,063   12/11/2005   11/11/2015      N/A
220         118      5.590%      5.569%        Actual/360             $7,742   11/11/2005   10/11/2015      N/A
221         119      5.590%      5.569%        Actual/360             $8,115   10/11/2005   11/11/2015      N/A
222         117      5.700%      5.679%        Actual/360             $7,000   10/11/2005    9/11/2015      N/A
223         119      5.660%      5.639%        Actual/360             $6,501   12/11/2005   11/11/2015      N/A
224         118      5.810%      5.789%        Actual/360             $7,118   11/11/2005   10/11/2015      N/A
225         119      5.940%      5.919%        Actual/360             $7,047   12/11/2005   11/11/2015      N/A
226         118      5.640%      5.619%        Actual/360             $6,343   11/11/2005   10/11/2015      N/A
227         119      5.520%      5.499%        Actual/360             $5,833   11/11/2005   11/11/2015      N/A
228         116      5.970%      5.949%        Actual/360             $5,896    9/11/2005    8/11/2015      N/A
229         118      5.630%      5.609%        Actual/360             $5,011   11/11/2005   10/11/2015      N/A

<CAPTION>


                           Letter of   Ground
 #    Lockout/Defeasance    Credit     Lease    Earthquake Insurance (Y/N)   Environmental Insurance (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>       <C>                <C>                            <C>
  1          Yes              No         No                N/A                            No
  2          Yes              No         No                N/A                            No
  3          Yes              No        Yes                Yes                            No
  4          Yes              No         No                N/A                            No
  9          Yes              No         No                N/A                            No
 11          Yes              No         No                N/A                            No
 13          Yes              No         No                N/A                            No
 14          Yes              No         No                 No                            No
 15          Yes              No         No                N/A                            No
 16          Yes              No         No                 No                            No
 17          Yes              No         No                N/A                            No
 18          Yes              Yes        No                N/A                            No
 19          Yes              No         No                N/A                            No
 20          Yes              No         No                 No                            No
 23          Yes              Yes        No                N/A                            No
 24          Yes              No        Yes                N/A                            No
 26          Yes              No         No                N/A                            No
 27          Yes              No         No                N/A                            No
 28          Yes              No         No                N/A                            No
 29          Yes              No         No                 No                            No
 31          Yes              No         No                N/A                            No
 35          Yes              No         No                N/A                            No
 37          Yes              No         No                N/A                            No
 38          Yes              No         No                N/A                            No
 39          Yes              No         No                N/A                            No
 40          Yes              No         No                N/A                            No
 41          Yes              No         No                N/A                            No
 43          Yes              No         No                N/A                            No
 45          Yes              No         No                N/A                            No
 47          Yes              No         No                N/A                            No
 49          Yes              No         No                N/A                            No
 50          Yes              No         No                 No                            No
 51          Yes              No         No                N/A                            No
 52          Yes              No         No                 No                            No
 53          Yes              No         No                N/A                            No
 54          Yes              Yes        No                N/A                            No
 56          Yes              No         No                N/A                            No
 57          Yes              Yes        No                N/A                            No
 58          Yes              No         No                N/A                            No
 59          Yes              No         No                N/A                            No
 61          Yes              No         No                N/A                            No
 62          Yes              No         No                N/A                            No
 63          Yes              No         No                N/A                            No
 64          Yes              No         No                N/A                            No
 65          Yes              No         No                N/A                            No
 66          Yes              No         No                N/A                            No
 67          Yes              No         No                N/A                            No
 68          Yes              No         No                N/A                            No
 69          Yes              No         No                N/A                            No
 70          Yes              No         No                N/A                            No
 71          Yes              No         No                N/A                            No
 72          Yes              No         No                N/A                            No
 73          Yes              No         No                N/A                            No
 74          Yes              No         No                N/A                            No
 75          Yes              No         No                 No                            No
 76          Yes              No         No                 No                            No
 77          Yes              No         No                 No                            No
 78          Yes              No         No                N/A                            No
 79          Yes              No         No                N/A                            No
 81          Yes              No         No                N/A                            No
 82          Yes              No         No                N/A                            No
 83          Yes              Yes        No                N/A                            No
 84          Yes              No         No                N/A                            No
 85          Yes              No         No                N/A                            No
 86          Yes              No         No                N/A                            No
 87          Yes              No         No                N/A                            No
 91          Yes              No         No                N/A                            No
 92          Yes              No         No                N/A                            No
 93          Yes              No         No                N/A                            No
 94          Yes              No         No                N/A                            No
 96          Yes              No         No                Yes                            No
 97          Yes              No         No                N/A                            No
 98          Yes              No         No                N/A                            Yes
 99          Yes              No         No                N/A                            No
100          Yes              No         No                N/A                            No
101          Yes              No         No                N/A                            No
102          Yes              No         No                N/A                            No
103          Yes              No         No                N/A                            No
104          Yes              No         No                N/A                            No
107          Yes              No         No                N/A                            No
108          Yes              No         No                N/A                            No
109          Yes              No         No                N/A                            No
111          Yes              No         No                N/A                            No
112          Yes              No         No                 No                            No
114          Yes              No         No                N/A                            No
115          Yes              No         No                N/A                            No
117          Yes              No         No                N/A                            No
118          Yes              No         No                N/A                            No
119          Yes              No         No                N/A                            No
120          Yes              No         No                N/A                            No
121          Yes              No         No                N/A                            No
122          Yes              No         No                N/A                            No
125          Yes              No         No                N/A                            No
128          Yes              No         No                N/A                            No
129          Yes              No         No                N/A                            No
130          Yes              No         No                N/A                            No
131          Yes              No         No                N/A                            No
132          Yes              No         No                N/A                            No
133          Yes              No         No                 No                            No
134          Yes              No         No                N/A                            No
135          Yes              No         No                N/A                            No
137          Yes              No         No                N/A                            No
138          Yes              No         No                 No                            No
139          Yes              No         No                N/A                            No
140          Yes              No         No                N/A                            No
141          Yes              No         No                N/A                            No
142          Yes              No         No                 No                            No
144          Yes              No         No                N/A                            No
145          Yes              No         No                 No                            No
146          Yes              No         No                N/A                            No
147          Yes              No         No                N/A                            No
148          Yes              No         No                N/A                            No
149          Yes              No         No                N/A                            No
150          Yes              No         No                N/A                            No
151          Yes              No         No                N/A                            No
152          Yes              No         No                N/A                            No
154          Yes              No         No                 No                            No
155          Yes              Yes        No                N/A                            No
156          Yes              No         No                N/A                            No
157          Yes              No         No                N/A                            No
158          Yes              No         No                N/A                            No
159          Yes              No         No                 No                            No
160          Yes              No         No                N/A                            No
162           No              No         No                N/A                            No
163          Yes              No         No                 No                            Yes
164          Yes              No         No                 No                            No
166          Yes              No         No                N/A                            No
167          Yes              No         No                 No                            No
168          Yes              No         No                N/A                            No
169          Yes              No         No                 No                            No
170          Yes              No         No                N/A                            No
171          Yes              No         No                N/A                            No
173          Yes              No         No                 No                            No
174          Yes              No         No                N/A                            No
175          Yes              No         No                N/A                            Yes
176          Yes              No         No                N/A                            No
177          Yes              No         No                N/A                            No
178          Yes              No         No                N/A                            No
179          Yes              No         No                N/A                            No
180          Yes              No         No                N/A                            No
181          Yes              No         No                N/A                            Yes
182          Yes              No         No                N/A                            Yes
183          Yes              No         No                 No                            Yes
184          Yes              No         No                N/A                            No
185          Yes              No         No                 No                            Yes
186          Yes              No         No                N/A                            Yes
187          Yes              No         No                N/A                            No
188          Yes              No         No                N/A                            Yes
189          Yes              No         No                N/A                            No
190          Yes              No         No                 No                            No
191          Yes              No         No                N/A                            Yes
192          Yes              No         No                 No                            No
193          Yes              No         No                N/A                            No
194          Yes              No         No                 No                            Yes
195          Yes              No         No                N/A                            No
196          Yes              No         No                N/A                            Yes
197          Yes              No         No                N/A                            No
198          Yes              No         No                N/A                            Yes
199          Yes              No         No                N/A                            Yes
200          Yes              No         No                N/A                            No
202          Yes              No         No                N/A                            No
203          Yes              No         No                N/A                            Yes
204          Yes              No         No                N/A                            No
205          Yes              No         No                N/A                            Yes
207          Yes              No         No                N/A                            Yes
208          Yes              No         No                N/A                            Yes
209          Yes              No         No                N/A                            Yes
210          Yes              No         No                N/A                            Yes
211          Yes              No         No                 No                            No
212          Yes              No         No                N/A                            Yes
213          Yes              No         No                N/A                            Yes
214          Yes              No         No                N/A                            Yes
215           No              No         No                N/A                            Yes
216          Yes              No         No                N/A                            Yes
217          Yes              No         No                N/A                            No
218          Yes              No         No                 No                            Yes
219          Yes              No         No                 No                            Yes
220          Yes              No         No                N/A                            Yes
221          Yes              No         No                N/A                            Yes
222          Yes              No         No                N/A                            Yes
223          Yes              No         No                N/A                            No
224          Yes              No         No                N/A                            Yes
225          Yes              No         No                N/A                            Yes
226          Yes              No         No                N/A                            Yes
227          Yes              No         No                N/A                            Yes
228          Yes              No         No                N/A                            Yes
229          Yes              No         No                N/A                            Yes

<CAPTION>


 #    Master Servicing Fee Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>
  1                      0.0100%
  2                      0.0100%
  3                      0.0100%
  4                      0.0100%
  9                      0.0100%
 11                      0.0100%
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</TABLE>

<PAGE>

                                                                    SCHEDULE III

                  MORTGAGE LOANS CONSTITUTING CROSSED GROUPS


(1) Intermountain - Fairfield Inn & Suites Lawton and Intermountain - Courtyard
Wichita;

(2) Shady Acres Mobile Home Park, Royal Coach Mobile Home Park and Mount Vista
or Mobile Home Park;

(3) CVS Drugstore Brandon and CVS Paris; and

(4) Vons Pasadena and Vons Simi Valley



<PAGE>


                                                                     SCHEDULE IV

                         MORTGAGE LOANS WITH LOST NOTES


                                      None


<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:


REPRESENTATION NO. (xxxix):


      In the case of the Mortgage Loan identified as 59th and Ashland Retail,
the Mortgaged Property is part but not all of two tax lots (Tax Parcel A and Tax
Parcel B). A separate tax lot application has been made and Borrower must
provide evidence the Mortgaged Property is assessed as one or more separate tax
parcels by December 1, 2006. A guaranty has been executed by the Borrower and
the guarantors for the non payment of the Tax Parcel B assessments.


            In the case of the Mortgage Loan identified as University Towne
Center II, the Property is not currently a separately assessed tax parcel. The
guarantors have guaranteed the payment of taxes for the entire tax parcel when
they become due and payable. Additionally, Borrower has agreed to have the
Mortgaged Property separately assessed for the 2006 tax year.


REPRESENTATION NO. (xxvii):


      In the case of the Mortgage Loans identified as 22809 Pacific Coast
Highway, Arcadia Park Apartments, Beachwood Apartments, Broadview Crossing
Center, Cale Colony 17, CVS Paris, Expressway Self Storage, Fox Pointe
Apartments, Redwood Terrace Apartments and Iola Office Park environmental
insurance was obtained in lieu of a Phase I report.


      REPRESENTATION NO. (xxviii):


      In the case of the Mortgage Loan identified as Cape Horn Shopping Center,
conveyance of the Mortgaged Property is permitted to a limited liability company
controlled by Fred Gordon, the sponsor of the Mortgage Loan, and certain
specified individuals and trusts as members so long as (i) such conveyance
occurs within six (6) months of the loan closing, and (ii) each of the customary
conditions to an allowed sale/assumption of the Mortgaged Property under the
loan documents are satisfied.


      In the case of the Mortgage Loan identified as One Madison Avenue, the
following transfers of the Mortgaged Property are permitted without lender's
consent: (i) the sale of all or a portion of the Call Option Space, as described
in the Prospectus Supplement, in conjunction with the creation of the
residential condominium units, (ii) the exercise by the holder of the First
Mezzanine Loan and the Second Mezzanine Loan of its remedies pursuant to the
applicable mezzanine loan documents and (iii) transfers of direct and indirect
interests in any Restricted Party. Restricted Party means, collectively (a) the
related Borrower, guarantor and any affiliated manager and (b) any shareholder,
partner, member, non-member manager, or direct or indirect legal or beneficial
owner of the related Borrower, guarantor or any affiliated manager.

REPRESENTATION NO. (xxx)(9):


      In the case of the Mortgage Loan identified as Fashion Place, a
subtenant's right of non-disturbance is subject to certain minimum rent and
square footage thresholds.


REPRESENTATION NO. (xxxiii):


      In the case of the Mortgage Loan identified as One Madison Avenue, this
Mortgage Loan is the "A Loan" of an A/B structured loan transaction. The related
Mortgage also secures the corresponding subordinate B Loan (which is not
included in the sale by Seller to the Depositor) and the related Mortgage Loan
documents are cross-defaulted with such corresponding B Loan.


REPRESENTATION NO. (xxxvi):


      In the case of the Mortgage Loan identified as One Madison Avenue, this
Mortgage Loan is the first priority "A Loan" of an A/B structure loan
transaction that includes a subordinate loan. The corresponding subordinate "B
Loan" is not included in the sale by the Seller to the Depositor. The related
Mortgage secures the Mortgage Loan and the B Loan.


REPRESENTATION NO. (xxxvii):


      In the case of the Mortgage Loan identified as Wilmington Island Kroger,
the Borrower of the Mortgage Loan is a publicly-traded Dutch limited liability
company and not a single purpose entity.


      In the case of the Mortgage Loan identified as McKinley Crossroads, the
related Borrower is a limited liability company and various trusts, which are
not single purpose entities, as tenants in common. Each Borrower has waived its
right to partition of the Mortgaged Property and has covenanted not to commence
any action to partition the Mortgaged Property.

REPRESENTATION NO. (xxxviii):


      In the case of the Mortgage Loan identified as One Madison Avenue, the
holder of the First Mezzanine Loan can require, pursuant to the applicable
mezzanine loan documents, that its mezzanine loan be converted into a new
mortgage loan to the Borrower secured by the Mortgaged Property.


REPRESENTATION NO. (xlvii):


      In the case of the Mortgage Loan identified as Highland Industrial,
Borrower is entitled to obtain a partial release of any one particular property
in the event of a casualty or condemnation affecting 50% or more of the
improvements on that particular property. The partial release requirements are
subject to various conditions and requirements, including payment to Lender of
an amount equal to the greater of the casualty or condemnation proceeds or the
amount of the loan allocated to that particular property.


REPRESENTATION NO. (liv):


      In the case of the Mortgage Loan identified as Holiday Inn, Subsection
(ii) is not covered, but there is a carve-out for "willful misconduct".


      In the case of the Mortgage Loan identified as One Madison Avenue, there
is no recourse to the related Borrower for losses incurred by the lender for any
willful act of material waste. However, provided the related Borrower has
knowledge there is recourse for losses incurred by the lender for the wrongful
removal or destruction of any portion of the Mortgaged Property. There is
recourse to the related Borrower for losses incurred for misappropriation of
rents, but only (A) rents received after an event of default and solely to the
extent not (i) applied to monthly debt service, (ii) applied to operating
expenses or capital expenditures contemplated by the approved annual budget or
otherwise approved by the lender or (iii) paid to the Lender, and (B) any rents
paid more than one month in advance, solely to the extent not paid to the
lender.


REPRESENTATION NO. (lix)(D):


      The related Borrower may amend the lease in a de-minimis manner so long as
such amendment does not affect any of the economic terms of the lease or the
lease term.


REPRESENTATION NO. (lix)(E):


      (1) The subordination of lease is pursuant to a Mortgagee Subordination,
Non-Disturbance and Attornment Agreement between lender and the tenant ("SNDA")
that provides non-disturbance protections for the benefit of the tenant
including, among other things, (i) that the lease shall not be terminated by any
party becoming an owner of the related Mortgaged Property as the result of a
foreclosure of the mortgage, delivery of a deed in lieu of foreclosure or the
exercise of other rights of lender under the mortgage or the lender ("Successor
Landlord") and (ii) such Successor Landlord shall be bound to the tenant under
the terms and conditions of the lease other than as modified by the SNDA.


      (2) The tenant is not expressly obligated to attorn to an assignee of
lessor's interest under the lease upon an assignment of the lease, but is
obligated to attorn to a Successor Landlord acquiring the lessor's interest by
foreclosure or similar conveyance.


REPRESENTATION NO. (lix)(F):


      The tenant has not agreed to notify the lender of any default under the
lease but rather has agreed to notify the lender before exercising any right to
terminate the lease or claim a partial or total eviction or to claim an offset,
defense, claim, counterclaim, reduction, deduction, or abatement against
tenant's payment of rent or performance of tenant's other obligations under the
lease, which right results from a default or breach by the related Borrower, as
landlord under the lease.


REPRESENTATION NO. (lix)(G):


      The tenant has the right to offset installments of fixed rent due under
the lease if the related Borrower fails to pay certain amounts due to the tenant
under the lease, including the following:


      (1) any costs and expenses incurred by the tenant in connection with
"separation alterations," which generally are alterations needed at the related
Mortgaged Property to separate certain electrical, water, steam and HVAC
services shared by the related Mortgaged Property and the portion of the related
Mortgaged Property known as the Clock Tower Building;


      (2) amounts paid by the tenant for contractors or reconstruction work
performed following a casualty, if the related Borrower fails to reimburse the
tenant out of insurance proceeds received by the related Borrower;


      (3) the costs of remediating or encapsulating certain asbestos materials
on the 6th floor of the related Mortgaged Property in connection with any build
out of that floor, if necessary;


      (4) the costs of certain replacements, major structural work or
alterations, which alterations are necessary to bring the related Mortgaged
Property into compliance with legal requirements;


      (5) the costs of any insurance coverage for the 5th floor of the related
Mortgage Property not leased to tenant and retained by the Borrower, or the 11th
floor if substituted for such 5th floor space ("Landlord Space") which the
Borrower is required to maintain with respect to the Landlord Space but does not
do so;


      (6) costs of repairs described in the lease to be performed by tenant as
part of the delivery of the demised premises; and


      (7) the Borrower's share of operating expenses incurred by tenant to
provided certain services to the Landlord Space.

REPRESENTATION NO. (lix)(H):


      The tenant is required to make all rental payments directly to a lockbox,
not directly to lender.


REPRESENTATION NO. (lix)(I):


      See matters listed under the exception for Representation (lix)(G) for
which the tenant has rent offset rights.


REPRESENTATION NO. (lix)(J):


      Casualty: If the related Mortgaged Property is damaged or destroyed by a
casualty such that 50% or more of the useable area, cannot, with the exercise by
the tenant of all due diligence, be rendered tenantable and fit for the normal
conduct of business not later than 4 years prior to the expiration of the
initial lease term, then the tenant may terminate the lease if it so elects
within the 90 days following the casualty.

If less than 3 years remains in the initial lease term at the time substantial
damage from a casualty occurs at the related Mortgaged Property, then either the
related Borrower or the tenant may cancel the lease upon written notice to the
other given within 60 days after such damage or destruction; provided, however,
if the tenant elects to renew the lease, then neither the tenant nor the related
Borrower may elect to terminate the lease.


      There is no suspension of rent as a result of a casualty.


      If all of the related Mortgaged Property is condemned, then the lease
automatically terminates as of the date of vesting of title. If less than all of
the related Mortgaged Property is condemned, but either (a) the area remaining
following such taking or condemnation is not sufficient, in the reasonable
judgment of the tenant, to enable the tenant to continue the operation of its
business therein in substantially the manner in which such business was being
conducted immediately prior to such taking or condemnation, or (b) such taking
or condemnation materially adversely impairs the means of access to the portion
of the related Mortgaged Property known as the South Building or the entrances
or lobby of the South Building, then the tenant may terminate the lease within
90 days from the date of such condemnation.


      There is no obligation on part of tenant to purchase the Mortgaged
Property in order for it to exercise tenant's casualty or condemnation
termination rights.


REPRESENTATION NO. (lix)(K):


      Borrower is responsible for payment of items listed under the exception of
Representation (lix)(G) above.


REPRESENTATION NO. (lix)(L):


      Borrower is responsible for payment of items listed under the exception of
Representation (lix)(G) above.


REPRESENTATION NO. (lix)(M):


      See matters listed under the exception of Representation (lix)(G) above
for which Landlord has monetary obligations, which if not paid would allow the
tenant a rent offset.


REPRESENTATION NO. (lix)(P):


      The tenant is not obligated to indemnify the related Borrower for
liability caused by the negligence or tortious act or omission of the related
Borrower, lender, tenants or other occupants of the 5th floor of the building,
which is not leased to tenant and is instead retained by the related Borrower
(or the 11th floor if substituted for such 5th floor space), or any of their
respective agents, officers, contractors, employees, servants and invitees.


REPRESENTATION NO. (lix)(S):


      (a) there exists a few retail subleases at the related Mortgaged Property
(we were not provided with copies), (b) space on the 5th floor of the building
is not leased to tenant and is instead retained by the related Borrower (with
the right to substitute space on the 11th floor), and (c) MetLife has a recorded
lease for a 150 square feet space on the 11th floor (purpose is to allow MetLife
to maintain same mailing address for policy holders following sale of building
on 4/29/05).

<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;

                        (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 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 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 November 4, 2005, 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 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 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;

               (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 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 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
      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
      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;

                        (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 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 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;

               (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;

               (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 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 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 Column Financial, Inc., PNC Bank, National
      Association, KeyBank National Association and Hypo Real Estate Capital
      Corporation pursuant to those certain Mortgage Loan Purchase Agreements,
      each dated as of December 1, 2005, between the Depositor and Column
      Financial, Inc, between the Depositor and PNC Bank, National Association,
      between the Depositor and KeyBank National Association and between the
      Depositor and Hypo Real Estate Capital Corporation, respectively, 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

               (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.

            (lix) With respect to the Mortgage Loan identified on Exhibit II
      hereto as One Madison Avenue:

                  (A) The master lease at the related Mortgaged Property is in
            full force and effect, and is a legal, valid, binding and
            enforceable obligation of the tenant;

                  (B) No default by the Borrower or the tenant has occurred
            under the lease, and there are no existing conditions that, with the
            passage of time or the giving of notice, or both, would result in a
            default under the terms of the lease;

                  (C) The tenant has not been released, in whole or in part,
            from its obligations under the terms of the lease;

                  (D) None of the terms of the lease has been impaired, waived,
            altered, or modified in any respect. The terms of the related
            Mortgage Loan provide that the lease cannot be modified without the
            consent of the lender;

                  (E) The lease is subordinate in right to the related mortgage;
            any subleases entered into by the tenant will be subject and
            subordinate to the lease and will not relieve the tenant of any of
            its obligations under the lease; in the event that the lender
            acquires title to the leased property by foreclosure or otherwise,
            the lessor's interest under the lease is freely assignable by the
            lender and its successors and assigns to any person without the
            consent of the tenant, and in the event that the lessor's interest
            is assigned, the tenant will be obligated to attorn to the assignee
            as lessor under the lease;

                  (F) The tenant has agreed to notify the lender of any default
            under the lease and to provide the lender with additional time and
            opportunity to cure;

                  (G) The base rental payments due under the lease are greater
            than or equal to the scheduled payments of interest and principal
            due under the loan documents and are payable without notice or
            demand and without right of set-off, counterclaim, recoupment,
            abatement, reduction, or defense;

                  (H) The tenant is required to make all rental payments
            directly to the lender or its successors and assigns;

                  (I) There is no right of rescission, set-off, abatement,
            diminution, defense, or counterclaim to the lease, nor will the
            operation of any of the terms of the lease, or the exercise of any
            rights thereunder, render the lease unenforceable, in whole or in
            part, or subject to any right of rescission, set-off, abatement,
            diminution, defense, or counterclaim, and no such right has been
            asserted;

                  (J) The obligations of the tenant under the lease, including,
            without limitation, the obligation of the tenant to pay fixed and
            additional rent, are not affected by reason of any damage to, or
            destruction of, any portion of the leased property; any taking of
            the leased property or any part thereof by condemnation or
            otherwise; or any prohibition, limitation, interruption, cessation,
            restriction, or prevention of, or interference with, the tenant's
            use, occupancy, or enjoyment of the leased property; provided,
            however, that the lease may permit a lease termination under these
            circumstances if notice of termination is accompanied by the
            tenant's exercise of an option to purchase the leased property for
            an amount at least equal to the outstanding balance of the credit
            tenant loan plus accrued and unpaid interest;

                  (K) The Borrower does not have any monetary obligations under
            the lease;

                  (L) Every obligation associated with managing, owning,
            developing, and operating the leased property, including, without
            limitation, the obligation to pay the costs associated with
            utilities, taxes, insurance, ground rents, capital and structural
            improvements, maintenance, and repairs is an obligation of the
            tenant;

                  (M) The Borrower does not have any nonmonetary obligations
            under the lease, the performance of which could involve a material
            expenditure of funds or the breach of which could result in the
            abatement of rent, a right of set-off, or termination of the lease;

                  (N) The lease contains customary and enforceable provisions
            that render the rights and remedies of the lessor adequate for the
            enforcement and satisfaction of the lessor's rights;

                  (O) In the event the tenant assigns the lease or sublets the
            leased property, the tenant will remain fully liable under the
            lease;

                  (P) The tenant has agreed to indemnify the Borrower from any
            claims of any nature relating to the lease and the leased property;

                  (Q) The tenant has agreed to indemnify the Borrower from any
            claims of any nature arising as a result of any environmental
            problem affecting the leased property, which is caused by the tenant
            and arises after the commencement of the lease;

                  (R) The leased property is a separate tax parcel; and

                  (S) The leased property is not subject to any lease other than
            the credit lease. No person has any possessory interest in, or right
            to occupy, the leased property except under and pursuant to the
            credit lease. The tenant is in occupancy of the leased property.

<PAGE>

                                                                       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 2005-C6 (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.

                                    COLUMN FINANCIAL, INC.

                                     By: ______________________________________
                                     Name:
                                     Title:

Sworn to before me this _____
day of __________, 2005