Exhibit 4.5


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             CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)

                                       and

                                    NCB, FSB
                                    (Seller)


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                        MORTGAGE LOAN PURCHASE AGREEMENT
                       ----------------------------------

                            Dated as of March 1, 2006

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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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.   Rating Agency Fees; Costs and Expenses Associated with a
             Defeasance......................................................
Section 10.  Representations and Warranties of Depositor.....................
Section 11.  Survival of Certain Representations, Warranties and Covenants...
Section 12.  Transaction Expenses............................................
Section 13.  Recording Costs and Expenses....................................
Section 14.  Notices.........................................................
Section 15.  Notice of Exchange Act Reportable Events........................
Section 16.  Examination of Mortgage Files...................................
Section 17.  Successors......................................................
Section 18.  Governing Law...................................................
Section 19.  Severability....................................................
Section 20.  Further Assurances..............................................
Section 21.  Counterparts....................................................
Section 22.  Treatment as Security Agreement.................................
Section 23.  Recordation of Agreement........................................

Schedule I   Schedule of Transaction Terms
Schedule II  Mortgage Loan Schedule
Schedule III Mortgage Loans Constituting Mortgage Groups
Schedule IV  Mortgage Loans with Lost 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>

                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of March 1, 2006, is made by and between NCB, FSB, a federal savings bank
chartered by the Office of Thrift Supervision of the U.S. Department of Treasury
("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 or elsewhere in this Agreement, 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 applicable 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 said 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. In addition, prior to
such assignment or amendment of a letter of credit, Seller will take all
necessary steps to enable the applicable 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
applicable Master Servicer and upon receipt, immediately remitting the proceeds
of such draw (or causing such proceeds to be remitted) to the applicable 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 and
the sale of (a) the Publicly Offered Certificates by Depositor to the
Underwriters pursuant to the Underwriting Agreement and (b) the Private
Certificates by Depositor to the Initial Purchaser pursuant to the Certificate
Purchase Agreement. The closing (the "Closing") shall take place at the offices
of Cadwalader, Wickersham & Taft 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 the Depositor and the Seller have mutually agreed
            upon as the Seller's share of the net securitization proceeds from
            the sale of the Publicly Offered Certificates and the Private
            Certificates as set forth in the Closing Statement (which amount
            includes, without limitation, accrued interest). Pursuant to the
            terms of the Pooling and Servicing Agreement, Depositor shall sell
            all of its right, title and interest in and to the Mortgage Loans to
            the Trustee for the benefit of the Holders of the Certificates.

                  (ii) 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.

                  (iii) 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. On the Closing Date, Seller
shall sell, convey, assign and transfer, subject to any related servicing rights
of any applicable Master Servicer under, and/or any applicable Primary Servicer
contemplated by, the Pooling and Servicing Agreement, without recourse except as
provided herein, to Depositor, free and clear of any liens, claims or other
encumbrances, all of Seller's right, title and interest in, to and under: (i)
each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii) all
property of Seller described in Section 21(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 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 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 2006-C1, 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
            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 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 2006-C1";

                  (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 Mortgage Loan Originator of
            the 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 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 2006-C1";

                  (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 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 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 2006-C1," 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, when
            appropriate, 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 escrow instructions binding on the title
            insurer irrevocably obligating the title insurer to issue such title
            insurance policy) or interim binder that is marked as binding and
            countersigned by the title 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) sufficient to perfect (and maintain the
            perfection of) the security interest held by the 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) an original or copy of any subordination agreement,
            standstill agreement or other intercreditor, co-lender or similar
            agreement relating to subordinate indebtedness, 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 and a copy of the UCC Financing Statements, if
            any, submitted for filing with respect to Seller's security interest
            in the Cash Collateral Accounts and Lock-Box Accounts and all funds
            contained therein (together with UCC Financing Statement assignments
            in a form suitable for filing or recording, sufficient to transfer
            such security interest to the Trustee on behalf of the
            Certificateholders);

                  (xv) an original or copy of any related Loan Agreement (if
            separate from the related Mortgage);

                  (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 applicable Master Servicer and copies thereof shall
            be delivered to the Trustee;

                  (xvii) any related environmental insurance policy and any
            environmental guarantee or indemnity agreement or copies thereof;

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

                  (xix) copies of franchise agreements and franchisor comfort
            letters, if any, for hospitality properties and any applicable
            transfer/assignment documents; and

                  (xx) if applicable (and not for purposes of the Seller's
            delivery obligations), the original or a counterpart of any
            post-closing agreement relating to any modification, waiver or
            amendment of any term of any Mortgage Loan (including fees charged
            the Borrower) required to be added to the Mortgage File pursuant to
            Section 3.20(j) of the Pooling and Servicing Agreement.

            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), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (xii) and (xiv)
(other than assignments of UCC Financing Statements to be filed in accordance
with the transfer contemplated by the related Mortgage Loan Purchase Agreement)
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, Seller: (i) shall
deliver, or cause to be delivered, to the Trustee or its designee 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 copy of the original
thereof submitted for recording or filing; and (ii) shall deliver, or cause to
be delivered, to the Trustee or its designee 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 (with a copy to the applicable Master Servicer),
within 365 days after the Closing Date, which period may be extended up to two
times, in each case for an additional period of 90 days (provided that Seller,
as certified in writing to the Trustee prior to each such 90-day extension, is
in good faith attempting to obtain from the appropriate recording or filing
office such original or photocopy). Compliance with this paragraph will satisfy
Seller's delivery requirements under this Section 3 with respect to the subject
document(s) and instrument(s).

            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), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (xii) and (xiv)
(other than assignments of UCC Financing Statements to be filed in accordance
with the transfer contemplated by the related Mortgage Loan Purchase Agreement)
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 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 (with a copy
to the applicable Master Servicer) or its designee on or before the Closing
Date.

            Notwithstanding the foregoing, in the event that Seller cannot
deliver any UCC Financing Statement assignment with the filing or recording
information of the related UCC Financing Statement with respect to any Mortgage
Loan, solely because such UCC Financing Statement has not been returned by the
public filing or recording office where such UCC Financing Statement has been
delivered for filing or recording, Seller has so notified the Trustee and 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 (with a
copy to the applicable Master Servicer) upon its return, together with the
related original UCC Financing Statement assignment in a form appropriate for
filing or recording.

            Notwithstanding the foregoing, Seller may, at its sole cost and
expense, but is not obligated to, engage a third-party contractor to prepare or
complete in proper form for filing or recording any and all 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 those Assignments for filing and
recording, as the case may be, in the applicable public filing and recording
offices and to deliver those Assignments to the Trustee or its designee as those
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 the Seller;
and, if Seller does not engage a third party as contemplated by the immediately
preceding sentence, then Seller will still be liable for recording and filing
fees and expenses of the Assignments as and to the extent contemplated by
Section 13 hereof.

            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
applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to
the applicable Master Servicer) at the direction of the applicable 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 such
applicable Mortgage Loans (including reserve and escrow agreements, rent rolls,
leases, environmental and engineering reports, third-party underwriting reports,
appraisals, surveys, legal opinions, estoppels, financial statements, operating
statements and any other information provided by the respective Borrower from
time to time, but excluding any draft documents, attorney/client communications,
which are privileged or constitute legal or other due diligence analyses, and
documents prepared by the Seller or any of its Affiliates solely for internal
communication, credit underwriting or due diligence analyses (other than the
underwriting information contained in the related underwriting memorandum or
asset summary report prepared by the Seller in connection with the preparation
of Exhibit A-1 to the Prospectus Supplement)) that are not required to be a part
of a Mortgage File in accordance with the definition thereof, together with
copies of all instruments and documents which are required to be a part of the
related Mortgage File in accordance with the definition thereof.

            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 Mortgage 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 Mortgage Loans in such group of
Crossed Mortgage Loans, the inclusion of the original or certified copy of such
document or instrument in the Mortgage File for any of such Crossed Mortgage
Loans and the inclusion of a copy of such original or certified copy in each of
the Mortgage Files for the other Crossed Mortgage Loans in such group of Crossed
Mortgage Loans, shall be deemed the inclusion of such original or certified
copy, as the case may be, in the Mortgage File for each such Crossed Mortgage
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 applicable Master Servicer (or, if applicable, to a Sub-Servicer at the
direction of the applicable 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 due after the Cut-off Date, 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 with respect to the related Mortgage Loan
prepared by or which come into the possession of Seller as seller of the
Mortgage Loans hereunder, exclusive in each case of documents prepared by Seller
or any of its Affiliates solely for internal credit analysis or other internal
uses or any attorney-client privileged communication, 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 applicable Master Servicer via wire transfer for deposit
by the applicable 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(a) (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; provided that
            (A) such opinion may express its reliance as to factual matters on,
            among other things specified in such opinion, the representations
            and warranties made herein, and on certificates or other documents
            furnished by officers of Seller and (B) in rendering the opinions
            expressed above, such counsel may limit such opinions to matters
            governed by the laws of the State of New York and the laws of the
            United States and shall not be required to express any opinion with
            respect to the registration or qualification of the Certificates
            under any applicable state or federal securities laws;

                  (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 (5) limited powers of attorney in favor of the Trustee and
applicable Special Servicer empowering the Trustee and, in the event of the
failure or incapacity of the Trustee, the applicable 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 applicable 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,
including, without limitation, payment of the Mortgage Loan Purchase Price,
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.

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

                  (i) Seller is duly organized and is validly existing as a
            federal savings bank in good standing under the laws of the United
            States of America. 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,
            investigation, 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.

                  (xiii) The information set forth in any Disclosure Information
            (as defined in the NCB, FSB Indemnification Agreement), as last
            forwarded to each prospective investor at or prior to the date on
            which a contract for sale was entered into with such prospective
            investor, (i) does not contain any untrue statement of a material
            fact or omit to state any material fact necessary to make the
            statements therein, in light of the circumstances under which they
            were made, not misleading and (ii) complies with the requirements of
            and contains all of the applicable information required by
            Regulation AB (as defined in the NCB, FSB Indemnification
            Agreement); but only to the extent that (i) such information regards
            the Mortgage Loans and is contained in the Loan Detail (as defined
            in the NCB, FSB Indemnification Agreement) or, to the extent
            consistent therewith, the Diskette (as defined in the NCB, FSB
            Indemnification Agreement) or (ii) such information regarding the
            Seller or the Mortgage Loans was contained in the Confidential
            Offering Circular or the Prospectus Supplement under the headings
            "Summary of Prospectus Supplement--Relevant Parties/Entities,"
            "--Sponsors," "--Originators," "--The Underlying Mortgage Loans,"
            "--Source of the Underlying Mortgage Loans," "Risk Factors,"
            "Description of the Sponsors" "Description of the Underlying
            Mortgage Loans" and "--Significant Mortgage Loans" and such
            information does not represent an incorrect restatement or an
            incorrect aggregation of correct information regarding the Mortgage
            Loans contained in the Loan Detail.

            (b) Seller hereby agrees that it shall be deemed to make, as of the
date of substitution, to and for the benefit of the Trustee as the holder of the
Mortgage Loan to be replaced, with respect to any replacement mortgage loan (a
"Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected by
a Material Defect or a Material Breach, pursuant to Section 7 of this Agreement,
each of the representations and warranties set forth in Exhibit A hereto
(references therein to "Closing Date" being deemed to be references to the "date
of substitution" and references therein to "Cut-off Date" being deemed to be
references to the "due date for the subject Replacement Mortgage Loan during the
month of substitution"). From and after the date of substitution, each
Replacement Mortgage Loan, if any, shall be deemed to constitute a "Mortgage
Loan" hereunder for all purposes.

            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 Seller 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(a)(xii) or as of the Closing Date
pursuant to Section 4(b)(iii) (in either case, subject to the exceptions to such
representations and warranties set forth in the Exception Report), or in the
case of any Replacement Mortgage Loan, as of the date of substitution pursuant
to Section 6(b) (in any such case, a "Breach"), 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" detailed in the immediately following
paragraph) in the related Mortgage File), and if such Breach or Defect, as the
case may be, materially and adversely affects, or is deemed hereby to materially
and adversely affect, the value of any Mortgage Loan or any successor REO Loan
with respect thereto 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), then Seller shall, upon written request
of Depositor, the Trustee, the applicable Master Servicer or the applicable
Special Servicer, not later than 90 days after the receipt by Seller of such
written request (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 applicable Master Servicer for deposit into the applicable Collection
Account any Substitution Shortfall Amount (as defined in the Pooling and
Servicing Agreement) in connection therewith; provided, however, that if (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 applicable Master Servicer, the applicable 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, then Seller shall have an
additional 90 days to cure such Material Defect or Material Breach. If any
Breach pertains to a 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) the reasonable amount of any such costs and
expenses incurred by the applicable Master Servicer, the applicable 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
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 with respect to 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 applicable Master Servicer or the applicable 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 applicable Master
Servicer or the applicable 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 applicable Master Servicer or the applicable
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) 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, or a copy of the intervening
assignment and the related recording information; or (e) the absence from the
Servicer File of any required original letter of credit, provided that such
Defect may be cured by any substitute letter of credit or cash reserve on behalf
of the related Borrower; or (f) the absence from the Mortgage File of the
original or a copy of any required ground lease. 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.
Notwithstanding anything herein to the contrary, the failure to include a
document checklist in a Mortgage File shall in no event constitute a Material
Defect.

            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
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 Mortgage Loan that is a part of a
Mortgage Group (as defined below) and (iii) the applicable Breach or Defect does
not constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in such Mortgage 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
Mortgage Loan in the Mortgage Group for purposes of the above provisions, and
Seller will be required to repurchase or substitute for such other Crossed
Mortgage Loan(s) in the related Mortgage Group in accordance with the provisions
of this Section 7 unless such other Crossed Mortgage Loans satisfy the Crossed
Mortgage 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
Mortgage Loans satisfy the Crossed Mortgage Loan Repurchase Criteria, Seller may
elect either to repurchase or substitute for only the affected Crossed Mortgage
Loan as to which the related Material Breach or Material Defect exists or to
repurchase or substitute for all of the Crossed Mortgage Loans in the related
Mortgage Group. The determination of the applicable Special Servicer as to
whether the Crossed Mortgage Loan Repurchase Criteria have been satisfied shall
be conclusive and binding in the absence of manifest error. The Seller shall be
responsible for the cost of any Appraisal required to be obtained by the
applicable Master Servicer to determine if the Crossed Mortgage Loan Repurchase
Criteria have been satisfied, so long as the scope and cost of such Appraisal
has been approved by Seller (such approval not to be unreasonably withheld). For
purposes of this paragraph, a "Mortgage Group" is any group of Mortgage Loans
identified as a Mortgage 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 applicable Master
Servicer, the applicable 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 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 (and, in the case of a
substitution, receipt of the Mortgage File(s) for the related Qualified
Substitute Mortgage Loans(s)), 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 constitute the sole remedies available to Depositor and its
successors and assigns against Seller respecting any Breach or Defect affecting
a Mortgage Loan.

            Section 8. Crossed Mortgage Loans. With respect to any Crossed
Mortgage Loan conveyed hereunder, to the extent that Seller repurchases or
substitutes for an affected Crossed Mortgage Loan in the manner prescribed above
while the Trustee continues to hold any related Crossed Mortgage 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 Mortgage Loan repurchased or substituted by
Seller, on the one hand, and any related Crossed Mortgage 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 Mortgage
Loans, notwithstanding anything to the contrary herein, shall not be permitted
(in which case, the Seller will be obligated to purchase or substitute for all
Crossed Mortgage Loans in the related Mortgage Group (defined above)). Any
reserve or other cash collateral or letters of credit securing the subject
Crossed Mortgage Loans shall be allocated between such Mortgage Loans in
accordance with the Mortgage Loan Documents. All other terms of the Mortgage
Loans shall remain in full force and effect, without any modification thereof.

            Section 9. Rating Agency Fees; Costs and Expenses Associated with a
Defeasance. Seller shall pay all Rating Agency fees associated with an
assumption of a Mortgage Loan to the extent such fees have not been paid by the
related Borrower and such Borrower is not required to pay them under the terms
of the related Mortgage Loan Documents in effect on or before the Closing Date,
the payment of which fees shall constitute the sole remedy of any breach by
Seller of the parenthetical in representation (xxviii)(1) set forth on Exhibit A
hereto. Unless the Seller elects to repurchase or substitute for such Mortgage
Loan in accordance with the second paragraph of Section 7 Seller shall pay all
reasonable costs and expenses associated with a defeasance of a Mortgage Loan to
the extent such costs and expenses have not been paid by the related Borrower
and such Borrower is not required to pay them under the terms of the related
Mortgage Loan Documents in effect on or before the Closing Date, the payment of
which fees shall constitute the sole remedy of any breach by Seller of
representation (liii)(F) set forth on Exhibit A hereto unless the Seller elects
to repurchase or substitute for such Mortgage Loan in accordance with the second
paragraph of Section 7.

            Section 10. 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 11. 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 13 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 12. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 13 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,
shall be paid by the party incurring the subject expense).

            Section 13. 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 14. 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 Casey McCutcheon, Esq., Legal & Compliance Department,
Telecopy No.: (917) 326-8433), 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 1725 Eye Street, N.W.,
Washington, D.C. 20006, Attention: Kathleen Luzik, Telecopy No.: (202) 336-7800,
or such other address or telecopy number as may be designated by Seller to
Depositor in writing.

            Section 15. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee any disclosure
information relating to any event reasonably determined in good faith by the
Depositor as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form),
including, without limitation, the disclosure required under Items 1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use its best
efforts to deliver proposed disclosure language relating to any event described
under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the
Trustee and the Depositor within one (1) business day and in any event no later
than two (2) business days of the Seller becoming aware of such event and shall
provide disclosure relating to any other event reasonably determined by the
Depositor as required to be disclosed on Form 8-K, Form 10-D or Form 10-K within
two (2) business days following the Depositor's request for such disclosure
language. The obligation of the Seller to provide the above referenced
disclosure materials will terminate upon notice from the Depositor or the
Trustee that the Trustee has filed a Form 15 with respect to the Trust Fund as
to that fiscal year in accordance with Section 11.10(a) of the Pooling and
Servicing Agreement. The Seller hereby acknowledges that the information to be
provided by it pursuant to this Section will be used in the preparation of
reports meeting the reporting requirements of the Trust under Section 13(a)
and/or Section 15(d) of the Securities Exchange Act of 1934, as amended.

            Section 16. 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 17. 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 such designated
Persons and for the benefit of no other Person; it being understood that (a) the
indemnities of Seller contained in that certain Indemnification Agreement dated
March 7, 2006, 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 18. 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 19. 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 20. 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 21. 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 22. 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
            or that constitute Replacement Mortgage Loans, 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, securities 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 23. 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 of the date first
above written.

                                       NCB, FSB
                                       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 March 1, 2006, between NCB, FSB 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 March 7, 2006, between Depositor and the Initial Purchaser.

            "Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2006-C1.

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

            "Closing Date" means March 22, 2006.

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

            "Cut-off Date" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in March 2006 (or with
respect to Mortgage Loans which had closing/funding dates in March 2006, the
respective closing/funding dates of such Mortgage Loans).

            "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(a)(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 Securities (USA) 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 Group" shall have the meaning given such term in Section 7
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.

            "NCB, FSB Indemnification Agreement" means the agreement by and
among the Depositor, the Seller and each Underwriter.

            "Offering Circular" means the confidential offering circular dated
March 7, 2006, 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 March
1, 2006, among Depositor, the Master Servicers, the Special Servicers and the
Trustee, including, without limitation, the exhibits and schedules annexed
thereto.

            "Primary Collateral" means with respect to any Crossed Mortgage
Loan, that portion of the Mortgaged Property designated as directly securing
such Crossed Mortgage 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 Mortgage Loan.

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

            "Prospectus" means the Prospectus dated March 7, 2006, that is a
part of Depositor's registration statement on Form S-3 (File No. 333-129918).

            "Prospectus Supplement" means the Prospectus Supplement, dated March
7, 2006, relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates" means the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-3, Class A-4, Class A-1-A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E and Class F 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 which 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 Securities (USA) LLC, GMAC
Commercial Holding Capital Markets Corp., McDonald Investments Inc. and Banc of
America Securities LLC.

            "Underwriting Agreement" means the Underwriting Agreement, dated
March 8, 2006, between Depositor and the Underwriters.

<PAGE>

                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

                                 [see attached]

<PAGE>


<TABLE>
<CAPTION>
       Loan Group
#      #            Property Name                         Address
----   ----------   -----------------------------------   ---------------------------------------------------------
<S>    <C>          <C>                                   <C>
77     1            Phoenix Ranch Market                  5104-5126 North 67th Avenue and 6710-6756
                                                          West Camelback Road
79     2            Tall Oaks Apartments                  348 Tall Oaks Drive
92     1            Fed Ex Central Distribution Center    1650 47th Street
107    2            Coronet Hall Tenants Corp.            172-70 Highland Avenue
111    1            Finksburg Plaza                       3000 Gamber Road
116    1            Amelon Square                         U.S. Route 29 and State Route 130
125    2            111 East 85th Street Owners, Inc.     111 East 85th Street
126    1            Konterra Building L                   7051 Muirkirk Meadows Road
136    2            Butterfield House, Inc.               37 West 12th Street a/k/a 28 West 13th Street
148    2            Woodlands Owners, Inc.                3935 Blackstone Avenue
150    1            Mitre Office Building                 1155 Academy Park Loop
153    2            Salem Arms Apartments                 2243 Rosier Drive
164    2            10 East 70th Street, Inc.             10 East 70th Street
167    2            245 East 87th Street Tenants Corp.    245 East 87th Street
169    1            Provenzano's Real Estate Portfolio    2705 South H Street, 2309 Niles Street, 2225 Niles Street
181    2            639 Apartments Corp.                  639 West End Avenue
182    2            83rd Street Tenants, Inc.             8 East 83rd Street
190    2            Ocean Terrace Owners, Inc.            2650 Ocean Parkway
195    1            Ashley Oaks Shopping Center           1757 Ashley River Road
198    2            26 Gramercy Park Owners Corp.         26 Gramercy Park South
204    1            Promenade Plaza                       1705 Norman Drive
205    2            Linden Hill No. 2 Cooperative Corp.   26-21/28-01 Union Street, 142-14/20 26th Ave,
                                                          27-04/28-02 Parsons Boulevard
209    2            Skyline Terrace Cooperative, Inc.     350 Richmond Terrace
211    2            103 Gedney Street Owners', Inc.       103 Gedney Street
226    2            40 East 88 Owners, Inc.               40 East 88th Street
227    2            510 East 86th Street Owners, Inc.     510 East 86th Street
228    2            Ten Eighty Apartment Corporation      1080 Fifth Avenue
235    2            Evelyn Court Apartment Corp.          604 Tompkins Avenue
242    1            Shane Company, Store No. 25           10885 Haynes Bridge Road
243    1            Reisterstown Village Center           20-44 Main Street
248    2            Park East Apartments, Inc.            233 East 86th Street
249    2            Suburbia Owners, Inc.                 400 Fulton Street
255    2            525 East 82 Owners Corp.              525 East 82nd Street
256    2            72nd Street East Corporation          320 East 72nd Street
260    2            Stephen Gardens Corp.                 144-04/49 77th Road
261    2            Sans Souci Owners Corp.               110-50 71st Road
262    2            Kent Bentley Apartments, Inc.         2015 St. Paul Avenue
266    2            34-15 Properties Ltd.                 34-15 74th Street & 34-10 75th Street
280    2            321 West 90th St. Owners Corp.        321 West 90th Street
295    2            929 Park Avenue Apartment Corp.       929 Park Avenue
298    2            84-20 51st Ave. Owners Inc.           84-20 51st Avenue
308    2            194 Riverside Owners Corp.            194 Riverside Drive
313    2            81st Dwellers Inc.                    35 West 81st Street
318    2            West 15 Townhouse Corporation         161 West 15th Street
319    2            Palisade Gardens Apartments Corp.     150 Glenwood Avenue
320    1            Old Atlanta Shops                     3020 Old Atlanta Road
325    2            137-05 Franklin Avenue Owners, Inc.   137-05 Franklin Avenue
331    2            31 East 12th Street Owners, Inc.      31 East 12th Street
333    1            Frankfort Center                      20250 South La Grange Road
336    2            60 Tenants Corp.                      60 East 96th Street
340    2            Irving Place Tenant Corp.             126 East 16th Street
342    2            16 Canterbury Corp.                   16 Canterbury Road
353    1            Hollywood Video Plaza                 7045 Clarcona Ocoee Road
362    1            Cyrus-Coral, LLC                      2465 Coral Street
363    2            35 East Tenants Corp.                 35 East 30th Street
368    1            Crossroads Shopping Center            3125 Roswell Road
374    1            The Schwartz Building                 3705-3707 West Maple Road
378    2            45-53 Cabrini Owners Corp.            45-53 Cabrini Boulevard
383    2            838 Greenwich St. Corp.               838 Greenwich Street
389    2            11 East 92nd Street Tenants Corp.     11 East 92nd Street
390    2            No. 24 Gramercy Park, Inc.            24 Gramercy Park South a/k/a 134-136 East 20th Street
391    2            100 South Ocean Ave. Realty Corp.     100 South Ocean Avenue
397    2            Carolyn Court Owners, Inc.            314 Livingston Avenue
399    2            Courtland Glen Cooperative, Inc.      388, 394 and 398 Courtland Avenue
402    2            3755 Owners Ltd.                      3755 Henry Hudson Parkway
403    2            Jeffersonian Jay Street Corp.         8-12 Jay Street
409    2            431 West 54th Street, Inc.            431 West 54th Street
411    2            Charlton Cooperative Corp.            112 Charlton Street
412    2            80/Columbus Owners Corp.              121-123 West 80th Street
413    2            204-206 Owners Corp.                  204-206 West 10th Street
414    2            Fumoha Development Corp.              141 West 26th Street
415    2            1608 Ocean Parkway Owners Corp.       1608 Ocean Parkway
416    2            Phosphorus Crackled Roseville Corp.   52 White Street
417    2            557 3rd Owners Corp.                  557 Third Street

<CAPTION>
                                                       Units/
                                                       Sq. Ft./
                                     Zip               Rooms/     Original     Cut-off
#      City                  State   Code              Pads       Balance      Balance (1)
----   -------------------   -----   ---------------   --------   ----------   ----------
<S>    <C>                   <C>     <C>               <C>        <C>          <C>
77     Glendale              AZ      85303 and 85301   96,847     $9,000,000   $8,972,336
79     Conyers               GA      30013             172        $8,800,000   $8,787,771
92     San Diego             CA      92102             76,822     $7,600,000   $7,600,000
107    Jamaica Estates       NY      11432             141        $6,800,000   $6,800,000
111    Finksburg             MD      21048             83,635     $6,600,000   $6,600,000
116    Madison Heights       VA      24572             142,231    $6,500,000   $6,469,136
125    New York              NY      10028             161        $6,000,000   $6,000,000
126    Beltsville            MD      20705             53,057     $6,000,000   $6,000,000
136    New York              NY      10011             104        $5,500,000   $5,500,000
148    Riverdale             NY      10471             117        $5,000,000   $5,000,000
150    Colorado Springs      CO      80910             49,800     $5,000,000   $4,968,648
153    Augusta               GA      30909             136        $4,800,000   $4,793,330
164    New York              NY      10021             47         $4,500,000   $4,500,000
167    New York              NY      10128             118        $4,400,000   $4,386,706
169    Bakersfield           CA      Various           73,247     $4,300,000   $4,286,783
181    New York              NY      10025             60         $4,000,000   $3,990,288
182    New York              NY      10028             79         $4,000,000   $3,983,458
190    Brooklyn              NY      11235             190        $3,750,000   $3,728,371
195    Charleston            SC      29407             56,220     $3,700,000   $3,695,058
198    New York              NY      10003             69         $3,650,000   $3,638,104
204    Valdosta              GA      31601             59,575     $3,507,000   $3,495,842
205    Flushing              NY      11354             384        $3,500,000   $3,491,571
209    Staten Island         NY      10301             140        $3,500,000   $3,474,813
211    Nyack                 NY      10960             94         $3,300,000   $3,295,852
226    New York              NY      10128             86         $3,000,000   $3,000,000
227    New York              NY      10028             89         $3,000,000   $3,000,000
228    New York              NY      10128             53         $3,000,000   $3,000,000
235    Mamaroneck            NY      10543             70         $3,000,000   $2,983,968
242    Alpharetta            GA      30022             8,149      $2,900,000   $2,878,325
243    Reisterstown          MD      21136             21,545     $2,900,000   $2,872,051
248    New York              NY      10028             56         $2,800,000   $2,791,540
249    Farmingdale           NY      11735             90         $2,800,000   $2,780,118
255    New York              NY      10028             89         $2,600,000   $2,600,000
256    New York              NY      10021             41         $2,600,000   $2,600,000
260    Kew Gardens Hills     NY      11367             88         $2,500,000   $2,496,599
261    Forest Hills          NY      11375             130        $2,500,000   $2,493,268
262    Bronx                 NY      10461             66         $2,500,000   $2,487,237
266    Jackson Heights       NY      11372             160        $2,450,000   $2,415,245
280    New York              NY      10024             50         $2,200,000   $2,184,674
295    New York              NY      10028             38         $2,000,000   $1,994,742
298    Elmhurst              NY      11373             75         $2,000,000   $1,990,695
308    New York              NY      10025             40         $1,892,000   $1,889,387
313    New York              NY      10024             60         $1,850,000   $1,850,000
318    New York              NY      10011             61         $1,800,000   $1,800,000
319    Yonkers               NY      10703             60         $1,800,000   $1,794,531
320    Cumming               GA      30041             9,600      $1,780,000   $1,776,044
325    Flushing              NY      11355             109        $1,700,000   $1,694,994
331    New York              NY      10003             81         $1,600,000   $1,597,314
333    Frankfort             IL      60423             9,259      $1,600,000   $1,595,129
336    New York              NY      10128             75         $1,565,000   $1,565,000
340    New York              NY      10003             12         $1,500,000   $1,495,018
342    Great Neck            NY      11021             42         $1,500,000   $1,493,366
353    Orlando               FL      32818             9,450      $1,400,000   $1,396,883
362    Vista                 CA      92081             19,850     $1,300,000   $1,294,339
363    New York              NY      10016             44         $1,300,000   $1,285,604
368    Marietta              GA      30067             16,535     $1,200,000   $1,197,376
374    Bloomfield Township   MI      48301             12,000     $1,150,000   $1,143,025
378    New York              NY      10033             42         $1,100,000   $1,096,788
383    New York              NY      10014             28         $1,100,000   $1,094,408
389    New York              NY      10128             8          $1,000,000   $1,000,000
390    New York              NY      10003             28         $1,000,000   $1,000,000
391    Freeport              NY      11520             76         $1,000,000     $994,463
397    Mamaroneck            NY      10549             33           $950,000     $942,444
399    Stamford              CT      06906             43           $900,000     $895,839
402    Riverdale             NY      10463             91           $850,000     $838,509
403    New York              NY      10013             12           $825,000     $825,000
409    New York              NY      10019             20           $600,000     $595,970
411    New York              NY      10014             12           $580,000     $576,112
412    New York              NY      10024             14           $550,000     $548,628
413    New York              NY      10014             29           $500,000     $491,150
414    New York              NY      10001             7            $425,000     $424,071
415    Brooklyn              NY      11230             39           $425,000     $417,756
416    New York              NY      10013             4            $325,000     $323,620
417    Brooklyn              NY      11215             4            $170,000     $169,143

<CAPTION>
       Orig            Rem.            Orig           Rem.                         Net
       Amort.          Amort.          Term to        Term to            Interest  Interest
#      Term            Term (1)        Maturity (2)   Maturity (1) (2)   Rate      Rate
----   -------------   -------------   ------------   ----------------   ------    ------
<S>    <C>             <C>             <C>            <C>                <C>       <C>
77     360             357             120            117                5.8700%   5.7892%
79     360             359             120            119                5.5700%   5.4892%
92     360             360             120            116                5.4700%   5.3892%
107    Interest Only   Interest Only   120            117                5.0800%   4.9992%
111    360             360             120            118                5.6300%   5.5492%
116    300             297             120            117                5.4200%   5.3392%
125    Interest Only   Interest Only   120            115                5.0400%   4.9592%
126    360             360             120            118                5.5300%   5.4492%
136    360             360             120            115                5.3100%   5.2292%
148    Interest Only   Interest Only   180            177                5.4200%   5.3392%
150    300             296             120            116                5.5000%   5.4192%
153    360             359             120            119                5.5700%   5.4892%
164    Interest Only   Interest Only   120            117                5.1600%   5.0792%
167    480             475             120            115                5.1600%   5.0792%
169    360             357             120            117                5.8700%   5.7892%
181    360             358             120            118                5.2900%   5.2092%
182    420             415             120            115                5.1600%   5.0792%
190    360             355             120            115                5.1300%   5.0492%
195    360             359             60             59                 5.9500%   5.8692%
198    360             357             120            117                5.5600%   5.4792%
204    300             298             120            118                5.7100%   5.6292%
205    360             358             120            118                5.3400%   5.2592%
209    360             354             120            114                4.9600%   4.8792%
211    480             478             120            118                5.6700%   5.5892%
226    Interest Only   Interest Only   120            116                5.0300%   4.9492%
227    Interest Only   Interest Only   120            116                5.1000%   5.0192%
228    Interest Only   Interest Only   120            118                5.4800%   5.3992%
235    360             355             120            115                5.5200%   5.4392%
242    300             295             120            115                5.6900%   5.6092%
243    228             224             228            224                5.8800%   5.7992%
248    480             475             120            115                5.1600%   5.0792%
249    360             354             120            114                5.0300%   4.9492%
255    Interest Only   Interest Only   120            117                5.4700%   5.3892%
256    Interest Only   Interest Only   120            116                5.0000%   4.9192%
260    480             478             120            118                5.3000%   5.2192%
261    480             475             180            175                5.5600%   5.4792%
262    360             355             180            175                5.7500%   5.6692%
266    240             234             120            114                5.2500%   5.1692%
280    360             354             120            114                5.1300%   5.0492%
295    480             476             120            116                5.0100%   4.9292%
298    360             356             120            116                5.2100%   5.1292%
308    360             359             120            119                5.6300%   5.5492%
313    Interest Only   Interest Only   120            114                5.0300%   4.9492%
318    Interest Only   Interest Only   120            116                5.2700%   5.1892%
319    480             475             120            115                5.1400%   5.0592%
320    360             358             120            118                5.8300%   5.7492%
325    480             475             120            115                5.2500%   5.1692%
331    480             477             120            117                5.6100%   5.5292%
333    360             357             120            117                5.9200%   5.8392%
336    Interest Only   Interest Only   120            115                5.1000%   5.0192%
340    360             357             120            117                5.4600%   5.3792%
342    360             356             180            176                5.4800%   5.3992%
353    360             358             60             58                 5.8200%   5.7392%
362    300             297             120            117                5.9900%   5.9092%
363    240             235             240            235                5.7600%   5.6792%
368    360             358             180            178                5.9300%   5.8492%
374    300             296             120            116                5.7200%   5.6392%
378    480             475             120            115                5.2800%   5.1992%
383    420             414             120            114                5.2200%   5.1392%
389    Interest Only   Interest Only   120            118                5.6600%   5.5792%
390    Interest Only   Interest Only   120            116                5.0200%   4.9392%
391    360             355             120            115                5.3400%   5.2592%
397    300             295             120            115                5.4200%   5.3392%
399    360             355             120            115                6.2400%   6.1592%
402    180             176             180            176                6.2900%   6.2092%
403    Interest Only   Interest Only   120            115                5.3700%   5.2892%
409    300             296             120            116                5.0400%   4.9592%
411    360             354             120            114                5.3300%   5.2492%
412    480             475             180            175                6.0600%   5.9792%
413    180             175             180            175                5.6600%   5.5792%
414    480             476             120            116                5.7100%   5.6292%
415    180             175             180            175                6.1000%   6.0192%
416    360             355             180            175                6.6500%   6.5692%
417    360             354             120            114                6.7500%   6.6692%

<CAPTION>
                                         First
       Interest Calculation    Monthly   Payment     Maturity              LTV as
#      (30/360 / Actual/360)   Payment   Date        Date        ARD (3)    Co-op
----   ---------------------   -------   ---------   ---------   -------   ------
<S>    <C>                     <C>       <C>         <C>         <C>       <C>
77     Actual/360              $53,210   1/1/2006    12/1/2015   N/A          N/A
79     Actual/360              $50,353   3/1/2006    2/1/2016    N/A          N/A
92     Actual/360              $43,009   12/1/2005   11/1/2015   N/A          N/A
107    Actual/360              $29,186   1/1/2006    12/1/2015   N/A         28.8%
111    Actual/360              $38,014   2/1/2006    1/1/2016    N/A          N/A
116    Actual/360              $39,606   1/1/2006    12/1/2015   N/A          N/A
125    Actual/360              $25,550   11/1/2005   10/1/2015   N/A          4.3%
126    Actual/360              $34,180   2/1/2006    1/1/2016    N/A          N/A
136    Actual/360              $30,576   11/1/2005   10/1/2015   N/A          3.0%
148    Actual/360              $22,897   1/1/2006    12/1/2020   N/A         11.0%
150    Actual/360              $30,704   12/1/2005   11/1/2015   N/A          N/A
153    Actual/360              $27,465   3/1/2006    2/1/2016    N/A          N/A
164    Actual/360              $19,619   1/1/2006    12/1/2015   N/A          4.3%
167    Actual/360              $21,685   11/1/2005   10/1/2015   N/A          5.3%
169    Actual/360              $25,422   1/1/2006    12/1/2015   N/A          N/A
181    Actual/360              $22,187   2/1/2006    1/1/2016    N/A          5.9%
182    Actual/360              $20,598   11/1/2005   10/1/2015   N/A          4.3%
190    Actual/360              $20,430   11/1/2005   10/1/2015   N/A         10.9%
195    Actual/360              $22,065   3/1/2006    2/1/2011    N/A          N/A
198    Actual/360              $20,862   1/1/2006    12/1/2015   N/A         11.1%
204    Actual/360              $21,978   2/1/2006    1/1/2016    N/A          N/A
205    Actual/360              $19,523   2/1/2006    1/1/2016    N/A          4.9%
209    Actual/360              $18,703   10/1/2005   9/1/2015    N/A         14.5%
211    Actual/360              $17,404   2/1/2006    1/1/2016    N/A         11.4%
226    Actual/360              $12,750   12/1/2005   11/1/2015   N/A          2.3%
227    Actual/360              $12,927   12/1/2005   11/1/2015   N/A          3.0%
228    Actual/360              $13,890   2/1/2006    1/1/2016    N/A          2.0%
235    Actual/360              $17,071   11/1/2005   10/1/2015   N/A         24.9%
242    Actual/360              $18,139   11/1/2005   10/1/2015   N/A          N/A
243    Actual/360              $21,149   12/1/2005   11/1/2024   N/A          N/A
248    Actual/360              $13,800   11/1/2005   10/1/2015   N/A         10.7%
249    Actual/360              $15,082   10/1/2005   9/1/2015    N/A         16.7%
255    Actual/360              $12,016   1/1/2006    12/1/2015   N/A          6.8%
256    Actual/360              $10,984   12/1/2005   11/1/2015   N/A          2.0%
260    Actual/360              $12,556   2/1/2006    1/1/2016    N/A         17.5%
261    Actual/360              $12,996   11/1/2005   10/1/2020   N/A          7.1%
262    Actual/360              $14,589   11/1/2005   10/1/2020   N/A         34.7%
266    Actual/360              $16,509   10/1/2005   9/1/2015    N/A         10.9%
280    Actual/360              $11,985   10/1/2005   9/1/2015    N/A          7.7%
295    Actual/360               $9,657   12/1/2005   11/1/2015   N/A          5.0%
298    30/360                  $10,995   12/1/2005   11/1/2015   N/A         21.9%
308    Actual/360              $10,897   3/1/2006    2/1/2016    N/A          3.4%
313    Actual/360               $7,862   10/1/2005   9/1/2015    N/A          3.1%
318    Actual/360               $8,015   12/1/2005   11/1/2015   N/A          2.0%
319    Actual/360               $8,847   11/1/2005   10/1/2015   N/A         19.3%
320    Actual/360              $10,478   2/1/2006    1/1/2016    N/A          N/A
325    Actual/360               $8,481   11/1/2005   10/1/2015   N/A          9.6%
331    Actual/360               $8,372   1/1/2006    12/1/2015   N/A          4.2%
333    Actual/360               $9,511   1/1/2006    12/1/2015   N/A          N/A
336    Actual/360               $6,744   11/1/2005   10/1/2015   N/A          2.0%
340    Actual/360               $8,479   1/1/2006    12/1/2015   N/A          9.1%
342    Actual/360               $8,498   12/1/2005   11/1/2020   N/A         11.0%
353    Actual/360               $8,232   2/1/2006    1/1/2011    N/A          N/A
362    Actual/360               $8,368   1/1/2006    12/1/2015   N/A          N/A
363    Actual/360               $9,135   11/1/2005   10/1/2025   N/A          7.6%
368    Actual/360               $7,141   2/1/2006    1/1/2021    N/A          N/A
374    Actual/360               $7,214   12/1/2005   11/1/2015   N/A          N/A
378    Actual/360               $5,510   11/1/2005   10/1/2015   N/A          8.9%
383    30/360                   $5,707   10/1/2005   9/1/2015    N/A          6.9%
389    Actual/360               $4,782   2/1/2006    1/1/2016    N/A         14.1%
390    Actual/360               $4,241   12/1/2005   11/1/2015   N/A          3.0%
391    Actual/360               $5,578   11/1/2005   10/1/2015   N/A         11.8%
397    30/360                   $5,789   11/1/2005   10/1/2015   N/A         17.2%
399    Actual/360               $5,536   11/1/2005   10/1/2015   N/A         18.1%
402    Actual/360               $7,307   12/1/2005   11/1/2020   N/A          2.2%
403    30/360                   $3,692   11/1/2005   10/1/2015   N/A          5.7%
409    Actual/360               $3,522   12/1/2005   11/1/2015   N/A         10.6%
411    Actual/360               $3,232   10/1/2005   9/1/2015    N/A          3.6%
412    30/360                   $3,049   11/1/2005   10/1/2020   N/A          6.3%
413    Actual/360               $4,128   11/1/2005   10/1/2020   N/A          5.6%
414    Actual/360               $2,253   12/1/2005   11/1/2015   N/A          3.4%
415    Actual/360               $3,609   11/1/2005   10/1/2020   N/A          6.1%
416    Actual/360               $2,086   11/1/2005   10/1/2020   N/A          4.6%
417    Actual/360               $1,103   10/1/2005   9/1/2015    N/A          5.7%

<CAPTION>
                            Letter of   Ground   Earthquake        Environmental
#      Lockout/Defeasance   Credit      Lease    Insurance (Y/N)   Insurance (Y/N)
----   ------------------   ---------   ------   ---------------   ---------------
<S>    <C>                  <C>         <C>      <C>               <C>
77     Yes                  No          No       N/A               No
79     Yes                  No          No       N/A               No
92     Yes                  Yes         No       N/A               No
107    Yes                  No          No       N/A               No
111    Yes                  No          No       N/A               No
116    Yes                  Yes         No       N/A               No
125    Yes                  No          No       N/A               No
126    Yes                  No          No       N/A               No
136    Yes                  No          No       N/A               No
148    Yes                  No          No       N/A               No
150    Yes                  No          No       N/A               No
153    Yes                  No          No       N/A               No
164    Yes                  No          No       N/A               No
167    Yes                  No          No       N/A               No
169    Yes                  No          No       Yes               No
181    Yes                  No          No       N/A               No
182    Yes                  No          No       N/A               No
190    Yes                  No          No       N/A               No
195    Yes                  No          No       N/A               No
198    Yes                  No          No       N/A               No
204    Yes                  No          No       N/A               No
205    Yes                  No          No       N/A               No
209    Yes                  No          No       N/A               No
211    Yes                  No          No       N/A               No
226    Yes                  No          No       N/A               No
227    Yes                  No          No       N/A               No
228    Yes                  No          No       N/A               No
235    Yes                  No          No       N/A               No
242    Yes                  No          No       N/A               No
243    Yes                  Yes         No       N/A               No
248    Yes                  No          No       N/A               No
249    Yes                  No          No       N/A               No
255    Yes                  No          No       N/A               No
256    Yes                  No          No       N/A               No
260    Yes                  No          No       N/A               No
261    Yes                  No          No       N/A               No
262    Yes                  No          No       N/A               No
266    Yes                  No          No       N/A               No
280    Yes                  No          No       N/A               No
295    Yes                  No          No       N/A               No
298    Yes                  No          No       N/A               No
308    Yes                  No          No       N/A               No
313    Yes                  No          No       N/A               No
318    Yes                  No          No       N/A               No
319    Yes                  No          No       N/A               No
320    Yes                  No          No       N/A               No
325    Yes                  No          No       N/A               No
331    Yes                  No          No       N/A               No
333    Yes                  No          No       N/A               No
336    Yes                  No          No       N/A               No
340    Yes                  No          No       N/A               No
342    Yes                  No          No       N/A               No
353    Yes                  No          No       N/A               No
362    Yes                  No          No       N/A               No
363    Yes                  No          No       N/A               No
368    Yes                  No          No       N/A               No
374    Yes                  No          No       N/A               No
378    Yes                  No          No       N/A               No
383    Yes                  No          No       N/A               No
389    Yes                  No          No       N/A               No
390    Yes                  No          No       N/A               No
391    Yes                  No          No       N/A               No
397    Yes                  No          No       N/A               No
399    Yes                  No          No       N/A               No
402    Yes                  No          No       N/A               No
403    Yes                  No          No       N/A               No
409    Yes                  No          No       N/A               No
411    Yes                  No          No       N/A               No
412    Yes                  No          No       N/A               No
413    Yes                  No          No       N/A               No
414    Yes                  No          No       N/A               No
415    Yes                  No          No       N/A               No
416    Yes                  No          No       N/A               No
417    Yes                  No          No       N/A               No

<CAPTION>
       Master                Master
#      Servicing Fee Rate    Servicer
----   ------------------    ----------------------------------
<S>    <C>                   <C>
77                0.08000%   National Consumer Cooperative Bank
79                0.08000%   National Consumer Cooperative Bank
92                0.08000%   National Consumer Cooperative Bank
107               0.08000%   National Consumer Cooperative Bank
111               0.08000%   National Consumer Cooperative Bank
116               0.08000%   National Consumer Cooperative Bank
125               0.08000%   National Consumer Cooperative Bank
126               0.08000%   National Consumer Cooperative Bank
136               0.08000%   National Consumer Cooperative Bank
148               0.08000%   National Consumer Cooperative Bank
150               0.08000%   National Consumer Cooperative Bank
153               0.08000%   National Consumer Cooperative Bank
164               0.08000%   National Consumer Cooperative Bank
167               0.08000%   National Consumer Cooperative Bank
169               0.08000%   National Consumer Cooperative Bank
181               0.08000%   National Consumer Cooperative Bank
182               0.08000%   National Consumer Cooperative Bank
190               0.08000%   National Consumer Cooperative Bank
195               0.08000%   National Consumer Cooperative Bank
198               0.08000%   National Consumer Cooperative Bank
204               0.08000%   National Consumer Cooperative Bank
205               0.08000%   National Consumer Cooperative Bank
209               0.08000%   National Consumer Cooperative Bank
211               0.08000%   National Consumer Cooperative Bank
226               0.08000%   National Consumer Cooperative Bank
227               0.08000%   National Consumer Cooperative Bank
228               0.08000%   National Consumer Cooperative Bank
235               0.08000%   National Consumer Cooperative Bank
242               0.08000%   National Consumer Cooperative Bank
243               0.08000%   National Consumer Cooperative Bank
248               0.08000%   National Consumer Cooperative Bank
249               0.08000%   National Consumer Cooperative Bank
255               0.08000%   National Consumer Cooperative Bank
256               0.08000%   National Consumer Cooperative Bank
260               0.08000%   National Consumer Cooperative Bank
261               0.08000%   National Consumer Cooperative Bank
262               0.08000%   National Consumer Cooperative Bank
266               0.08000%   National Consumer Cooperative Bank
280               0.08000%   National Consumer Cooperative Bank
295               0.08000%   National Consumer Cooperative Bank
298               0.08000%   National Consumer Cooperative Bank
308               0.08000%   National Consumer Cooperative Bank
313               0.08000%   National Consumer Cooperative Bank
318               0.08000%   National Consumer Cooperative Bank
319               0.08000%   National Consumer Cooperative Bank
320               0.08000%   National Consumer Cooperative Bank
325               0.08000%   National Consumer Cooperative Bank
331               0.08000%   National Consumer Cooperative Bank
333               0.08000%   National Consumer Cooperative Bank
336               0.08000%   National Consumer Cooperative Bank
340               0.08000%   National Consumer Cooperative Bank
342               0.08000%   National Consumer Cooperative Bank
353               0.08000%   National Consumer Cooperative Bank
362               0.08000%   National Consumer Cooperative Bank
363               0.08000%   National Consumer Cooperative Bank
368               0.08000%   National Consumer Cooperative Bank
374               0.08000%   National Consumer Cooperative Bank
378               0.08000%   National Consumer Cooperative Bank
383               0.08000%   National Consumer Cooperative Bank
389               0.08000%   National Consumer Cooperative Bank
390               0.08000%   National Consumer Cooperative Bank
391               0.08000%   National Consumer Cooperative Bank
397               0.08000%   National Consumer Cooperative Bank
399               0.08000%   National Consumer Cooperative Bank
402               0.08000%   National Consumer Cooperative Bank
403               0.08000%   National Consumer Cooperative Bank
409               0.08000%   National Consumer Cooperative Bank
411               0.08000%   National Consumer Cooperative Bank
412               0.08000%   National Consumer Cooperative Bank
413               0.08000%   National Consumer Cooperative Bank
414               0.08000%   National Consumer Cooperative Bank
415               0.08000%   National Consumer Cooperative Bank
416               0.08000%   National Consumer Cooperative Bank
417               0.08000%   National Consumer Cooperative Bank
</TABLE>

(1)   Based on a Cut-off date in March 2006.
(2)   At maturity with respect to Balloon Loans or at the anticipated repayment
      date in the case of ARD Loans.
(3)   Anticipated Repayment Date.

<PAGE>

                                                                    SCHEDULE III

                 MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS

                                      None


<PAGE>

                                                                     SCHEDULE IV

                         MORTGAGE LOANS WITH LOST NOTES

                                      None


<PAGE>

                                                                      SCHEDULE V

                             EXCEPTIONS TO SELLER'S
                         REPRESENTATIONS AND WARRANTIES

        EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL
                      MORTGAGE LOANS (2006-C1) (NCB, FSB)

Rep No.   Mortgage Loan (Borrower)   Explanation
-------   ------------------------   -----------

 xxxvi    Mortgage Loans with        Schedule V-1 lists Mortgage Loans with
          existing subordinate       subordinate secured indebtedness or
          secured indebtedness or    mezzanine financing.
          existing mezzanine
          financing.


 xxxviii  Mortgage Loans secured by  The Borrowers on loans secured by
          residential cooperative    residential cooperative properties are
          properties.                permitted to incur contractual liability
                                     in certain limited amounts as more
                                     particularly set forth in the applicable
                                     Mortgage.

<PAGE>

                                  Schedule V-1

   Mortgage Loans With Subordinate Secured Indebtedness or Mezzanine Financing

LOAN                                SUBORDINATE SECURED INDEBTEDNESS/
                                    MEZZANINE FINANCING

10 East 70th Street, Inc.           $1,000,000
100 South Ocean Avenue Realty Corp. $250,000
103 Gedney Street Owners            $500,000
111 East 85th Street Owners, Inc.   $3,000,000
137-05 Franklin Avenue Owners, Inc. $500,000
16 Canterbury Corp.                 $250,000
1608 Ocean Parkway Owners Corp.     $200,000
194 Riverside Owners Corp.          $300,000.00
204-206 Owners Corp.                $200,000
245 East 87th Street Tenants Corp.  $1,000,000
26 Gramercy Park Owners Corp.       $500,000
31 East 12th Street Owners, Inc.    $100,000
321 West 90th St. Owners Corp.      $500,000
34-15 Properties, Ltd.              $1,000,000
35 East Tenants Corp.               $200,000
40 East 88 Owners, Inc.             $2,000,000
431 West 54th Street, Inc.          $150,000
45-53 Cabrini Owners Corp.          $200,000
510 East 86th Street Owners, Inc.   $1,000,000
557 3rd Owners Corp.                $50,000
60 Tenants Corp.                    $500,000
639 Apartments Corp.                $500,000.00
72nd Street East Corporation        $500,000
80/Columbus Owners Corp.            $100,000
81st Dwellers Inc.                  $500,000
84-20 51st Avenue Owners, Inc.      $250,000
929 Park Avenue Apartment Corp.     $750,000
Butterfield House, Inc.             $500,000
Carolyn Court Owners, Inc.          $250,000
Evelyn Court Apartment Corp.        $100,000
Irving Place Tenant Corp.           $250,000
Jeffersonian Jay Street Corp.       $200,000
Kent Bentley Apts., Inc.            $500,000
Linden Hill No. 2 Cooperative Corp. $500,000.00
Ocean Terrace Owners, Inc.          $1,000,000
Palisade Gardens Apartments Corp.   $100,000
Park East Apartments, Inc.          $1,000,000
Stephen Gardens Corp.               $500,000
Suburbia Owners, Inc.               $250,000
Ten Eighty Apartment Corporation    $500,000.00
Woodlands Owners, Inc.              $1,000,000
Tall Oaks Apartments                The members of borrower have pledged their
                                    limited liability company membership
                                    interests to a previous lender to secure
                                    certain cash flow mezzanine indebtedness.
                                    The amount payable to the previous lender
                                    is equal to 50% of net cash flow generated
                                    by the property after payment of expenses,
                                    including debt service payments and loan
                                    reserves. Seller and the previous lender
                                    have entered into a Subordination,
                                    Standstill and Intercreditor Agreement in
                                    connection with this cash flow mezzanine
                                    indebtedness.
Salem Arms Apartments               The members of borrower have pledged their
                                    limited liability company membership
                                    interests to a previous lender to secure
                                    certain cash flow mezzanine indebtedness.
                                    The amount payable to the previous lender
                                    is equal to 50% of net cash flow generated
                                    by the property after payment of expenses,
                                    including debt service payments and loan
                                    reserves. Seller and the previous lender
                                    have entered into a Subordination,
                                    Standstill and Intercreditor Agreement in
                                    connection with this cash flow mezzanine
                                    indebtedness.

<PAGE>

                                                                       EXHIBIT A

                         REPRESENTATIONS AND WARRANTIES

                          REGARDING THE MORTGAGE LOANS

            Except as disclosed in the Exception Report to 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) RESERVED.

            (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 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) As of origination, to Seller's knowledge, based on the related
Borrower's representations and covenants in the related Mortgage Loan Documents,
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;

            (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 such signatory, 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 valid offset, defense, counterclaim, or right of
rescission 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) 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 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 any, or
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 and (B) each related Mortgaged Property has
not been released from the lien of the related Mortgage in any manner which
materially interferes with the security intended to be provided by such
Mortgage;

            (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 bonded over, escrowed for or 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; 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 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);

            (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 and/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, or its equivalent as adopted in the applicable jurisdiction, provided
that if such policy is yet to be issued, such insurance may be evidenced by a
"marked-up" commitment for title insurance, a pro forma or specimen title
insurance policy or signed escrow instructions, which in any case are binding on
the subject title insurer, insuring the Seller and its successors and assigns as
to such lien, subject only to (A) the lien of current real property taxes,
ground rents, 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 for that other Mortgage Loan, (F) if the related Mortgage Loan is a
CBA A Loan, the portion of the lien of the related Mortgage that secures the
related CBA B Loan and (G) if the related Mortgaged Property is a unit in a
condominium, the related condominium declaration (items (A), (B), (C), (D), (E),
(F) and (G), 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,
the value 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 this
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) or reserves or a letter of credit
have been established to cover the costs to remediate such damage or the
reasonable estimation of the costs to remediate such damage was no more than
$50,000, and, 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 contains no equity
participation by Seller;

            (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 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, 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 to be in the
possession or under the control of the Seller 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 and all such escrows and deposits are being conveyed by the
Seller to the Depositor and identified as such with appropriate detail;

            (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 premiums on such insurance policies required to be paid as of
the date hereof have been paid; such insurance policies require prior notice to
the insured of 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 (other than payments due but not
yet 30 days or more past due), breach, violation or event of acceleration
existing under the related Mortgage Loan; and, 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 30 days or more past due) which, with the passage of time or with
notice and the expiration of any grace or cure period, would and does 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) materially
and adversely affects the use or value of the Mortgage Loan or the related
Mortgaged Property; provided, however, that 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 in any of the other
paragraphs of this Exhibit A; and provided, further that a breach by the
Borrower of any representation or warranty contained in any Mortgage Loan
Document shall not constitute a non-monetary default, breach, violation or event
of acceleration for purposes of this representation and warranty if the subject
matter of such representation or warranty contained in any Mortgage Loan
Document is also covered by any other representation or warranty made by the
Seller in this Exhibit A;

            (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). To the
Seller's knowledge, 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 or an affiliate thereof 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 (or, with respect to certain residential cooperative loans
with an original principal balance of $500,000 or less, a transaction screen
process report meeting ASTM standards) and, with respect to certain Mortgage
Loans, a Phase II environmental report, was conducted by a reputable
environmental consulting firm in connection with such Mortgage Loan, which
report (or transaction screen) 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) an operations or 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 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 $87,700 and 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 $3,000,000, 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 and is a part of the related mortgage file. Each of such
environmental insurance policies is in full force and effect, the premiums for
such policies have been paid in full and the Trustee is named as an insured
under each of such policies. To the best of 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 best of 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, if the related Mortgaged Property is a residential
cooperative property, transfers of stock of the related Borrower in connection
with the assignment of a proprietary lease for a unit in the related Mortgaged
Property by a tenant-shareholder of the related Borrower to other persons who by
virtue of such transfers become tenant-shareholders in the related Borrower,
each Mortgage Loan with a Stated Principal Balance of over $20,000,000 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 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 a material
portion of the estate of the related Borrower therein is a leasehold estate, 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:

            (A)   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 best of 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;

            (B)   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;

            (C)   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 will be enforceable, by
                  the lender) that extends not less than 20 years beyond the
                  stated maturity of the related Mortgage Loan;

            (D)   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;

            (E)   The ground lease is assignable to the lender and its assigns
                  without the consent of the lessor thereunder;

            (F)   As of the Closing Date, the 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 the ground lease;

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

            (H)   A 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;

            (I)   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, in absence of an uncured default, 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;

            (J)   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 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 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;

            (K)   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, except to provide for an
                  abatement of the rent; and

            (L)   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 Seller 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 or cross-defaulted with such Mortgage Loans are being
transferred to the Depositor hereunder;

            (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) (A) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property, and (B) 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 (1) 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 (2) at the
date hereof; provided that the fair market value of the real property must first
be reduced by (X) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (Y) 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 (1) and (2) 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
Seller or any mezzanine debt related to such Mortgaged Property, except as set
forth in the Prospectus Supplement;

            (xxxvii) Except in cases where the related Mortgaged Property is a
residential cooperative property, the Mortgage Loan Documents executed in
connection with each Mortgage Loan having an original principal balance in
excess of $4,000,000 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);

            (xxxviii) Each Mortgage Loan prohibits the related Borrower from
mortgaging or otherwise encumbering the Mortgaged Property without the prior
written consent of the mortgagee or the satisfaction of debt service coverage or
similar criteria specified therein 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 Loans 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;

            (xlii) To the knowledge of the Seller, 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;

            (xliii) RESERVED.

            (xliv) 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;

            (xlv) 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;

            (xlvi) 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;

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

            (xlviii) Except as disclosed in the Prospectus Supplement with
respect to the Crossed Mortgage Loans and Mortgage Loans secured by multiple
Mortgaged Properties, 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, (C) releases of unimproved
out-parcels or (D) releases of 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;

            (xlix) Except as provided in paragraphs (xxxi)(J) and (K) above, any
insurance proceeds or condemnation awards 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 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;

            (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;

            (li) 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;

            (lii) Based upon an opinion of counsel and/or other due diligence
considered reasonable by prudent commercial mortgage lenders in the lending area
where the subject Mortgaged Property is located, 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
any Mortgage Loan with a Stated Principal Balance as of the Closing Date 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;

            (liii) 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 Section 1.860G-2(f)(2) that treats a defective obligation as
a qualified mortgage or any substantially similar successor provision) and all
Prepayment Premiums and Yield Maintenance Charges constitute "customary
prepayment penalties" within the meaning of Treasury Regulation Section
1.860G-1(b)(2);

            (liv) With respect to any Mortgage Loan that pursuant to the
Mortgage Loan Documents can be defeased, (A) the Mortgage Loan cannot be
defeased within two years after the Closing Date, (B) the Borrower can pledge
only "government securities" (within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended) in an amount sufficient to make all
scheduled payments under the Mortgage Loan when due, (C) the Borrower is
required to provide independent certified public accountant's certification that
the collateral is sufficient to make such payments, (D) the loan may be required
to be assumed by a single-purpose entity designated by the holder of the
Mortgage Loan, (E) 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, (F) 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, (G) with respect to any Significant Trust Mortgage 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 (H) with respect to any Significant Trust
Mortgage Loan (as defined in the Pooling and Servicing Agreement), the Borrower
must obtain Rating Agency 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 Certificate rated by
such Rating Agency;

            (lv) The Mortgage Loan Documents for each Mortgage Loan provide that
the related Borrower thereunder shall be liable to the Seller for any losses
incurred by the Seller due to (A) the misapplication or misappropriation of
rents, insurance proceeds or condemnation awards, (B) any willful act of
material waste, (C) any breach of the environmental covenants contained in the
related Mortgage Loan Documents, and (D) fraud by the related Borrower; provided
that, with respect to clause (C) of this sentence, an indemnification against
losses related to such violations or environmental insurance shall satisfy such
requirement; and provided, further, that if the related Mortgaged Property is a
residential cooperative property, then the subject Mortgage Loan is fully
recourse to the related Borrower;

            (lvi) If such Mortgage Loan is an ARD Loan, it commenced amortizing
on its initial scheduled Due Date and provides that: (A) its Mortgage Rate will
increase by no more 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; (B) its Anticipated Repayment Date is not less than seven years
following the origination of such Mortgage Loan; (C) 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 (D) 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;

            (lvii) 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 and all the mortgage loans sold
to the Depositor by Column Financial, Inc. ("Column"), KeyBank National
Association ("Key") and GMAC Commercial Mortgage Corporation ("GMACCM") pursuant
to those certain Mortgage Loan Purchase Agreements each dated as of March 1,
2006 between the Depositor and Column, Key and GMACCM, respectively; and

            (lviii) The Seller has delivered to the Trustee or a custodian
appointed thereby, with respect to each Mortgage Loan, in accordance with
Section 3 of this Agreement, a complete Mortgage File.

<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 NCB, FSB ("NCB, FSB");

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 2006-C1 (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.

                                       NCB, FSB



                                       By:____________________________________
                                          Name:
                                          Title:

Sworn to before me this _____
day of __________, 2006